Stock Code: 1817

SANITR CO., LTD.

Handbook for the 2021 Annual Meeting of Shareholders

(Translation)

MEETING TIME: May 27th, 2021.

PLACE: No. 67, Sec. 1, Guangfu Rd., Sanchong Dist., New Taipei City (Conference Room, Jen Hour Restaurant)

Meeting Procedure ........................................................................................................................... 1 Meeting Agenda ............................................................................................................................... 2 Reports ............................................................................................................................................... 3 Approvals .......................................................................................................................................... 5 Discussions........................................................................................................................................ 7 Elections ............................................................................................................................................. 9 Other Motions................................................................................................................................. 11 Extraordinary Motion .................................................................................................................... 12 Adjournment ................................................................................................................................... 12 Annex................................................................................................................................................ 13 I.2020 Annual Business Report ..................................................................................... 13 II.Report of Supervisors’ Review .................................................................................. 16 III.Accountant’s Audit Reports and 2020 Financial Statements ............................... 17 IV.The Comparison Table of “Rules of Procedure for Board of Directors Meeting” before and after Amendments ..................................................................... 38 V.The Comparison Table of “Codes of Ethical Conduct for Directors, Supervisors and Managerial Officers” before and after Amendments................... 41 VI. Comparison Table of the Amended Provisions of “Regulations on the Redemption of Shares and Transferring the Shares to Employees for the First Time” ................................................................................................................................ 42 VII.Performance evaluation results and salary compensation reports for directors, supervisors and managers ........................................................................... 43 VIII.The Comparison Table of “Articles of Incorporation” before and after Amendments ................................................................................................................... 49 IX.The Comparison Table of “Rules of Procedure for Shareholders Meetings” before and after Amendments ...................................................................................... 52 X. The Comparison Table of “Procedures for Election of Directors and Supervisors” before and after Amendments .............................................................. 56 XI.Comparison Table of “Regulations Governing the Acquisition and Disposal of Assets” Amended Provisions ................................................................................... 61 XII.Comparison Table of “Operational Procedures for Loaning Funds to Others” Amended Provisions ...................................................................................................... 69 XIII.Comparison Table of “Operational Procedures for Endorsements / Guarantees” Amended Provisions ............................................................................... 72 Appendix ......................................................................................................................................... 75 I.Articles of Incorporation .............................................................................................. 75 II.Rules of Procedure for Shareholders Meetings ....................................................... 83 III.Procedures for Election of Directors and Supervisors .......................................... 93 IV.Shareholding Status of the Directors and Supervisors ......................................... 98 V. The Effect of the Issuance of Stock Grants on the Operating Performance and Earnings per share of the Company and the Return on Investment for Shareholders .................................................................................................................. 100

Meeting Procedure

I. Call the meeting to order II. Chairperson’s speech III. Repots IV. Approvals V. Discussions VI. Elections VII. Other motions VIII. Extraordinary motions IX. Adjournment

Meeting Agenda

Time: Thursday, May 27, 2021 at 9:00 a.m.

Location: No. 67, Sec. 1, Guangfu Rd., Sanchong Dist., New Taipei City (Conference Room, Jen Hour Restaurant)

I. Call the meeting to order (and report the total shares represented by shareholders present) II. Chairperson’s speech
III. Reports
2020 annual business report
Supervisors’ report on the examination of the 2020 final accounting books and statements
Report on the distribution of employees’ compensation and directors’ and supervisors’ compensation for the year 2020
Report on amendments to certain provisions of the “Rules of Procedure for Board of Directors Meeting”
Report on amendments to certain provisions of the “Codes of Ethical Conduct for Directors, Supervisors and Managerial Officers”
Report on amendments to certain provisions of the “Regulations Governing the Transfer of First-Time Repurchased Shares to Employees”
Report on the evaluation of the performance and compensation of the directors, supervisors and managerial officers
IV. Approvals
2020 business report and financial statements
2020 distribution of earnings
V. Discussions
Amendments to certain provisions of the “Articles of Incorporation”
Amendments to certain provisions of the “Rules of Procedure of Shareholders Meeting”
Amendments to certain provisions of the “Procedures for Election of Directors and Supervisors”
Amendments to certain provisions of the “Regulations Governing the Acquisition and Disposal of Assets”
Amendments to certain provisions of the “Operational Procedures for Loaning Funds to Others”
Amendments to certain provisions of the “Operational Procedures for Endorsements / Guarantees”
VI. Elections
Re-election of Directors
VII. Other motions
The motion to lift the restrictions on competing with the company by directors
VIII. Extraordinary motions
IX. Adjournment

Reports

The 2020 annual business report is hereby submitted for examination.

Description:

For the 2020 Annual Business Report, please refer to Annex I (pages 13 to 15) of this handbook.

The supervisors’ report on the examination of the 2020 final accounting books and statements is hereby submitted for inspection.

Description:

For the supervisors’ review report, please refer to Annex II (page 16) of this handbook.
The report on the distribution of employees’ compensation and directors’ and supervisors’ compensation for the year 2020 is hereby submitted for review.

Description:

1) The provisions of Article 20 of the Company’s Articles of Incorporation and Article 7 of the Organizational Rules of the Compensation Committee shall apply.
2) With the approval of the Compensation Committee and the resolution of the board of directors, the Company allocated employees’ compensation of NT$8,749,416 and directors’ and supervisors’ compensation of NT$5,832,943, all of which were paid in cash.
3) There is no discrepancy between the above allocated amount and the estimated figure for the fiscal year these expenses are recognized.
The report on amendments to certain provisions of the “Rules of Procedure for Board of Directors Meeting” is hereby submitted for review.

Description:

By resolution of the board of directors, the Company amended some provisions of its “Rules of Procedure for Board of Directors Meeting,” with the comparison table for the amended contents as set out in Annex VII (pages 38-40) of this handbook.

The report on amendments to certain provisions of the “Code of Ethical Conduct for Directors, Supervisors and Managerial officers” is hereby submitted for inspection.

Description:

By resolution of the board of directors, the Company amended some provisions of its “Code of Ethical Conduct for Directors, Supervisors and Managerial officers,” with the comparison table for the amended contents as set out in Annex V (page 41) of this handbook.

The report on amendments to certain provisions of the “Regulations Governing the Transfer of First-Time Repurchased Shares to Employees” is hereby submitted for examination.

Description:

By resolution of the board of directors, the Company amended some provisions of its “Regulations Governing the Transfer of First-Time Repurchased Shares to Employees,” with the comparison table for the amended contents as set out in Annex VI (page 42) of this handbook.

The report on the evaluation of the performance and compensation of the directors, supervisors and managerial officers is hereby submitted for review.

Description:

For the report on the evaluation of the performance and compensation of the directors, supervisors and managerial officers, pleae refer to Annex VII (pages 43-48) of this handbook.

Approvals

Motion 1 (by the Board)

Summary: The 2020 annual business report and financial statements are hereby submitted for approval.

Description:

1) The Company’s Parent Company Only Financial Statements and Consolidated Financial Statements for the year ended December 31, 2020 have been audited by Su, Yu-siu and Weng, Bo-ren, certified public accountants of Deloitte & Touche, and an unqualified audit report has been issued. The above financial statements have been reviewed and approved by the supervisor, and no discrepancies have been found, and an examination report has been issued.
2) Please refer to Annex I (pages 13~15) and Annex III (pages 17~37) of this handbook for the business report, the accountants’ review report and the financial statements for the year ended December 31, 2020, respectively.

Resolution:

Motion 2 (by the Board)

Summary: The 2020 distribution of earnings is hereby submitted for approval.

Description:

1) In accordance with Article 20-1 of the Company’s Articles of Incorporation, a statement of distribution of earnings for the year ended December 31, 2010 is prepared and is shown on the following page.
2) The dividend to be distributed to shareholders is $2.0 per share, and will be fully distributed in the form of cash dividends.
3) The motion was approved by the board of directors and sent to the supervisor for review and approval.

Sanitar Co., Ltd.

2020 Distribution of Earnings

2020 Distribution of Earnings
Item Unallocated earnings at beginning of period Net profit for the period of 2020 Legal reserve set aside for 2020 (10%) Special reserve set aside by law (Note 6) Surplus available for distribution for the period Distribution items: Shareholder dividends - cash dividends of NT$2.0 per share Unallocated earnings at end of period	Unit: NT$ Amount
	345,805,118 220,092,427 (22,009,243) (71,428,837)
	472,459,465 (144,152,000)
	328,307,465

Notes:

Subject to the approval of a regular shareholders’ meeting, the Board is authorized to fix an ex-dividend date and other related matters.
Cash dividends to be distributed are rounded to the whole dollar amount, with a fraction of the amount being included in other income of the Company.
The amount of dividends to be distributed among shareholders is based on the number of 72,076,000 shares outstanding as of March 9, 2021 (after deducting 524,000 treasury shares).
In the event that the number of outstanding shares is affected by subsequent changes in the Company’s share capital, resulting in a change in the shareholders’ dividend distribution rate to be revised, it is proposed that the shareholders’ meeting authorize the board of directors to exercise its full authority to address the issue.
The amount of the surplus for 2020 is given priority for distribution.
As stipulated in Article 41 of the Securities and Exchange Act, a special reserve should be set aside for the deduction amount in shareholders’ equity recorded in the current year. The accumulated debit balances of exchange differences resulting from translating the financial statements of a foreign operation at the beginning of the period is NT$166,030,088 while the accumulated debit balances at the end of the period is NT$234,720,937. The unrealized valuation gain or loss on equity instruments measured at fair value through other comprehensive income was NT$2,737,988. Therefore, a special reserve of NT$71,428,837 is proposed to be set aside in this earnings distribution.

Chairperson: Managerial Officer: Accounting Supervisor:

Resolution:

Discussions

Motion 1 (by the Board)

Summary: Amendments to certain provisions of the “Articles of Incorporation” is hereby submitted for approval.

Description:

1) In order to comply with the relevant laws and regulations and to consider the operational needs of the Company, certain provisions of the Company’s “Articles of Incorporation” are proposed to be amended.
2) Please refer to Annex VIII (pages 49~51) of this handbook for the comparison table of “Articles of Incorporation” before and after amendments.

Resolution:

Motion 2 (by the Board)

Summary: Amendments to certain provisions of the “Rules of Procedure of Shareholders Meeting” is hereby submitted for approval.

Description:

1) In order to comply with the relevant laws and regulations and to consider the operational needs of the Company, certain provisions of the Company’s “Rules of Procedure of Shareholders Meeting” are proposed to be amended.
2) Please refer to Annex IX (pages 52~55) of this handbook for the comparison table of “Rules of Procedure of Shareholders Meeting” before and after amendments.

Resolution:

Motion 3 (by the Board)

Summary: Amendments to certain provisions of the “Procedures for Election of Directors and Supervisors” is hereby submitted for approval.

Description:

1) In order to comply with the relevant laws and regulations and to consider the operational needs of the Company, certain provisions of the Company’s “Procedures for Election of Directors and Supervisors” are proposed to be amended.
2) Please refer to Annex X (pages 56~60) of this handbook for the comparison table of “Procedures for Election of Directors and Supervisors” before and after amendments.

Resolution:

Motion 4 (by the Board)

Summary: Amendments to certain provisions of the “Regulations Governing the Acquisition and Disposal of Assets”

Description:

1) In order to comply with the relevant laws and regulations and to consider the operational needs of the Company, certain provisions of the Company’s “Regulations Governing the Acquisition and Disposal of Assets” are proposed to be amended.
2) Please refer to Annex XI (pages 61~68) of this handbook for the comparison table of “Regulations Governing the Acquisition and Disposal of Assets” before and after amendments.

Resolution:

Motion 5 (by the Board)

Summary: Amendments to certain provisions of the “Operational Procedures for Loaning Funds to Others”

Description:

1) In order to comply with the relevant laws and regulations and to consider the operational needs of the Company, certain provisions of the Company’s “Operational Procedures for Loaning Funds to Others” are proposed to be amended.
2) Please refer to Annex XII (pages 69~71) of this handbook for the comparison table of “Operational Procedures for Loaning Funds to Others” before and after amendments.

Resolution:

Motion 6 (by the Board)

Summary: Amendments to certain provisions of the “Operational Procedures for Endorsements / Guarantees”

Description:

1) In order to comply with the relevant laws and regulations and to consider the operational needs of the Company, certain provisions of the Company’s “Operational Procedures for Endorsements / Guarantees” are proposed to be amended.
2) Please refer to Annex XIII (pages 72~74) of this handbook for the comparison table of “Operational Procedures for Endorsements / Guarantees” before and after amendments.

Resolution:

Elections

Motion 1 (by the Board)

Summary: The re-election of directors is submitted for voting.

Description:

1) The term of office of the existing Directors and Supervisors of the Company will soon expire. To tie in with the convening of the regular shareholder meeting, it is proposed that the overall re-election of the Directors and Supervisors is brought forward at the regular shareholder meeting in 2021 and the existing Directors and Supervisors are released early starting from the date of the re-election.
2) At the regular shareholders’ meeting, it is proposed to elect eight directors (including four independent directors) for a term of three years from May 27, 2021 to May 26, 2024 according to Article 13 of the Company’s “Articles of Incorporation.”
3) Under Article 14-4 of the Securities and Exchange Act, the Company intends to establish an audit committee, which shall consist of all independent directors and shall not be fewer than three in number, and shall be constituted upon completion of the current director election process.
4) Pursuant to Article 192-1 of the Company Act and Article 13 of the Company’s Articles of Incorporation, the election of directors of the Company shall be based on a candidate nomination system, whereby the shareholders’ meeting shall elect those from the slate of director candidates. Independent directors and non-independent directors are elected together and the number of those elected is calculated separately. The slate of director candidates was reviewed and approved by the board of directors of the Company on March 9, 2021 and the relevant information is as follows:

	information is	as follows:
No.	Name	Number of shares held	Education & Experience	Remark
1	He Cheng-wei	0	Master of Accountancy, National Chung Cheng University CPA, Qian Sheng Accounting Firm Sanitar Co Compensation Committee Member	Independent director candidate
2	Cheng	0	MBA, University of Southern California, USA	Independent

No.	Name	Number of shares held	Education & Experience	Remark
	Sheng-ying		Independent Director of Welgene Biotech Co Independent Director of News World Wu Co Vice President of Taiwan Secom Co	director candidate
3	Lin Ching	0	PhD in International Business Administration, University of Paris I, France Associate Professor, Graduate Institute of International Business, National Taipei University	Independent director candidate
4	Chen Hsien-chien	0	Bachelor of Laws and Finance, Chinese Culture University Solicitor, Hong Lu Law Firm	Independent director candidate
5	Hsiao Chun Hsiang	5,013,581	Bachelor of International Trade, Tunghai University Sanitar Co Chairman Representative and chairman of Sanitar Vietnam Co Representative and chairman of Kai Sheng Co Representative and chairman of Amsalp Biomedical Corp	Director candidate
6	Chang Yung-nan	2,881,975	Chiayi County Dalin Junior High School Sanitar Co Director	Director candidate
7	Tsai ming-xi	1,573,195	MSc in Applied Statistics, Fu Jen Catholic University Sanitar Co Director	Director candidate
8	Lin Kuo-hua	2,572,574	Juris Doctor, East China University of Political Science and Law Sanitar Co Supervisor	Director candidate

Election Results:

Other Motions

Motion 1 (by the Board)

Summary: The motion to lift the restrictions on competing with the company by directors is submitted for discussion.

Description:

1) As stipulated in Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
2) Where a new director of the Company invests in or operates another company in the same or a similar line of business as the Company and acts as a director or managerial officer of the said company, to meet the actual business needs and without prejudice to the interests of the Company, it is proposed to seek the approval of the Shareholders’ Meeting to remove the non-compete clause on new directors.
3) A candidate for the position of director also holds office in other companies as follows:

follows:
Nomination category	Candidate	Name of another company and duties
Director	Hsiao Chun Hsiang	Representative and chairman of Sanitar Vietnam Co Representative and chairman of Kai Sheng Co Representative and chairman of Amsalp Biomedical Corp

Resolution:

Extraordinary Motion

Adjournment

Annex

I. 2020 Annual Business Report

Sanitar Co., Ltd.

2020 Annual Business Report

I. Operating Results for 2020 1) Business plan implementation results

The Company’s consolidated operating revenues for fiscal 2020 were NT$2,306,521 in thousands, a drop of 1.22% from NT$2,334,926 in thousands in fiscal 2019; consolidated net income for the period was NT$220,056 in thousands, an increase of 22.35% from NT$179,852 in thousands in fiscal 2019; consolidated earnings per share were NT$3.04. Consolidated operating revenue remained at the same level as the same period last year. Many retail outlets in Vietnam were temporarily closed due to the pandemic, which affected operating revenue and gross operating profit. The establishment of a Taichung business place and a Kaohsiung business place in Taiwan led to a growth in consolidated net profit for the period compared to the same period last year.

2) Budget implementation

The Company did not in FY2020 made any financial projections in public. 3) Analysis of financial income and expenditure and profitability

Unit: NTD thousand

Item	Year	Year	2019	2020	Increase/decrease ratio
Financial income and expenditure	Operatingrevenue		2,306,521	-1.22%	-1.22%
	Grossprofit		734,168	4.63%	4.63%
	Net operating profit		289,046	17.16%	17.16%
	Netprofit before tax		289,575	17.93%	17.93%
Profitability	Return on asset(%)		8.92	15.39%	15.39%
	Return on stockholders’ equity (%)		12.91	21.79%	21.79%
	As a percentage of paid-in capital(%)	Operating profit	17.16%	39.81	17.16%
		Income before tax	17.95%	39.89	17.95%
	Profit margin	(%)	9.54	23.90%	23.90%
	Earningsper share(NT$)		3.04	22.58%	22.58%

4) Research and development

Our Company’s research and development can be divided into two main areas, the first being production process improvement and the second being new product development:

  1. Production process improvement

     - (1) Applying glazes to the inlet pipes of one-piece toilets and medium to large toilets makes the inside of the pipes less dirty and improves flushing performance.

     - (2) Optimizing the glaze of porcelain enhances the surface resistance to stains and the brightness of the glaze.

     - (3) Completion of an automatic blanking system for the high pressure production to the oil inspection section.

  2. New product development

     - (1) Our Company’s primary focus is on the development of technology-based sanitary ware, by incorporating a number of technologies to differentiate our products from others and provide consumers with a better product experience, such as: toilets combined with a new generation of intelligent ion sensor technology, ozone sterilization — deodorization technology application, Microbubble micro bubble shower — to achieve deep skin cleansing and moisturizing effect, as well as the development of a computer toilet and a computer toilet seat with advanced functions. We are going to join hands with Amsalp Biomedical Corp to develop a series of long-lasting germicidal cleaning and other related bathroom products for high-tech sanitary ware.

     - (2) To cope with the escalation of the pandemic and enhance the quality of life of the people, we have developed a series of ozone sterilization products for public spaces (e.g. toilet flushes, sensor faucets) to boost the quality of public hygiene.

     - (3) The product design has been developed towards the concept of serialization and total sanitary space matching, while the product range has been simplified to eliminate the old models and move towards a modern and simple style.

     - (4) In response to the future market trend of bathroom storage and basin cabinet sets, we have developed a variety of new FFC cabinet basins using FFC technology in 2018. Upon production of the bathroom cabinets, the modular design is expected to reduce costs and expedite the development of models. New products are developed in a variety of colors, combinations and space expansion to cater to the needs of the market and to provide consumers with the most economical choice at a reasonable price.

II. Outline of the FY2021 Business Plan
1) Business guidelines
1. Continue to refine our production technology and develop new products and innovative designs to bring quality and value to our products.
2. Increase customer satisfaction by combining product advantages, flexible combinations and prompt service to become the preferred choice for consumers.
3. Attach importance to the training of talents and create a good working environment and development system to nurture talents as the cornerstone of corporate sustainability.

Care about environmental protection, apply green technology to reduce the consumption of electricity and water resources, improve product manufacturing processes to mitigate the impact on the environment, protect the health of consumers and do our part for the planet.
Operate with integrity and pragmatism, uphold the business philosophy of “quality first, customer satisfaction,” continuously invest in product development and innovation to bring consumers affordable yet premium bathing experience, and share the business results with shareholders, employees and the public to gradually boost corporate value.
2) Expected sales volumes and their basis
- The Company did not in FY2021 made any financial projections in public.
3) Important production and marketing policies
By capitalizing on the strengths of the improved process to keep costs down and expanding our production capacity in Vietnam, the bathroom cabinet plant and faucet plant 2 have been operational and are expected to yield benefits when capacity is in place, further increasing our operating revenue in the porcelain and water flow appliances.
The FFC’s technological strengths are leveraged to produce high-tech products and to increase the price range of our products in order to position ourselves in high price markets.
Our capital is properly utilized to bring down the cost of raw material purchases, while production is planned in line with sales policies and sales forecasts to effectively manage the quantity and value of inventory, provide adequate safety stock and remove ineffective and inactive stocks in a timely manner.
By stepping up marketing efforts to increase consumer purchasing power for Sanitar bathroom products. Through media advertisements and erecting physical showrooms, we have been able to showcase our achievements in manufacturing technology in recent years and developed a wide range of premium washbasins, customized bathroom cabinets and technology-enabled bath products to boost consumers’ desire to purchase Sanitar bathroom items and spur sales revenue growth.

Chairperson:HSIAO, CHUN-HSIUNG Manager:CHEN, WEI-CHIH Accounting Supervisor: CHEN, YU-CHUAN

II. Report of Supervisors’ Review

Report of Supervisors’ Review

The Board of Directors prepared and sent the 2020 Consolidated and Parent Company Only Financial Statements which were audited by CPA SU, YU-HSIU and CPA WENG, PO-JEN serving at Deloitte Taiwan, the Business Report and the Earnings Distribution Table to the Supervisors of the Company, and there was no discrepancy found. The Supervisors then prepared this report in accordance with Article 219 of the Company Act. Please read and approve it.

Sincerely Yours,

2021 Annual Shareholders Meeting

Supervisor: LEE, WEN-YAO Supervisor: LIN, KUO-HUA

Supervisor: LIANG, HSIN-YUNG

March 9, 2021

III. Accountant’s Audit Reports and 2020 Financial Statements

Accountant's Audit Report

To Sanitar Co., Ltd.:

Audit opinion

I have audited the financial statements of Sanitar Co., Ltd. and Its Subsidiaries, which comprise the Consolidated Statements of Financial Position as at Dec. 31, 2020 and Dec. 31, 2019, the Consolidated Statements of Comprehensive Income from Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019, Consolidated Statement of Change in Equity, Consolidated Statement of Cash Flows, and Consolidated Financial Statement Notes (including a summary of significant accounting policies).

In my opinion, the accompanying consolidated financial statements are properly drawn up in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), International Financial Reporting Interpretations Committee (IFRIC), and Standing Interpretations Committee (SIC) (hereinafter r eferred to as IFRSs) recognized and announced effectiveness by Financial Supervisory Commission (hereinafter referred to as FSC) so as to give a true and fair view of the consolidated financial position of the Sanitar Co., Ltd. and Its Subsidiaries as of December 2020 and 2019 and of the financial performance, changes in equity and cash flows of Sanitar Co., Ltd. and Its Subsidiaries from January 1 to December 31, 2020 and 2019.

Basis for audit opinion

I conducted my audit in accordance with Regulations G overning Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards. My responsibilities under those standards are further described in the 'Accountant's responsibilities for the audit of the financial statements' section of our report. I am independent of Sanitar Co., Ltd. and Its Subsidiaries in accordance with the Accounting and Corporate Regulatory Authority Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities, and I have fulfilled my other ethical responsibilities in accordance with these requirements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Key Audit Matter

The key auditing matter is which that, in my professional judgment, is most significant to my review of the Consolidated Financial Statements of Sanitar Co., Ltd. and Its Subsidiaries for 2020. Such matter has been considered in the process of examining the consolidated financial statements taken as a whole and forming an opinion thereon, and I do not express an opinion on the matter individually.

The following is the description of the key audit matter in the Consolidated Financial Statements of Sanitar Co., Ltd. and Its Subsi diaries for 2020:

Key Audit Matter: Authenticity in Sales to Specific Customers

Due to the significant audit risk associated with the revenue recognition under auditing standards, Sanitar Co., Ltd. and Its Subsidiaries are mainly dealing with distributo rs and have added significant sales from specific non -distributor customers, therefore, based on the consideration of the materiality of the financial statements, the authenticity in sales revenue from specific customers with high order amounts and signifi cant new sales in the current year is considered as a key audit matter. Please refer to Notes 4(11) and 20 to the Parent Company Only Financial Statements.

In connection with the above key matter, I conducted the following principal audit procedures:

To understand, evaluate and test the effectiveness of the design and implementation of the internal control system related to revenue recognition.
To obtain a detailed sales breakdown from specific customers in fiscal 2020, verify the original orders, delivery notes, invoices and other related documents of the relevant transactions, and verify with the recorded amounts to confirm the authenticity of the revenues.
To obtain a breakdown of subsequent sales returns from specific customers, verify the related documents and examine the reasonableness of the returns.

Other Matters

Sanitar Co., Ltd. has prepared its Parent Company Only Financial Statements for the years ended December 31, 2020 and 2019, and I have provided my unqualified opinion on those statements for reference.

Responsibilities of management and directors for the consolidated financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Regulations Gove rning the Preparation of Financial Reports by Securities Issuers and IFRSs recognized and announced effectiveness by FSC, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition.

In preparing the financial statements, management is responsible for assessing the ability of Sanitar Co., Ltd. and Its Subsidiaries to continue as going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting

unless management either intends to liquidate Sanitar Co., Ltd. and Its Subsidiaries or to cease operations, or has no realistic alternative, but to do so.

The responsibilities of the governing body (including super ) include overseeing the financial reporting process of Sanitar Co., Ltd. and Its Subsidiaries

Auditors’ responsibilities for the audit of the consolidated financial statements

My objectives are to obtain reaso nable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes my opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reaso nably be expected to influence the economic decisions of users taken in the basis of these consolidated financial statements.

As part of an audit in accordance with GAAS, I exercise professional judgment and maintain professional skepticism throughout the audit. I also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for audit opinions. Because fraud may be related to conspiracy, forgery, deliberate omission, false statement or breach of internal control, the risk of a material misstatement caused by fraud which is not identified is higher than the risk of a material misstatement caused by any error.
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the internal control effectiveness of Sanitar Co., Ltd. and Its Subsidiaries.
Assess the appropriateness of management’s use of accounting policies and the reasonability of the accounting estimate and relevant disclosure.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Sanitar Co., Ltd. and Its Subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclos ures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Sanitar Co., Ltd. and Its Subsidiaries to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements (including the relevant notes), and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
I have obtained sufficient and appropriate evidence to audit the consolidated financial information of Sanitar Co., Ltd. and Its Subsidiaries to express an opinion on the Consolidated Financial Statements. I am responsible for the guidance, supervision and

execution of the audit and for forming an audit opinion on Sanitar Co., Ltd. and Its Subsidiaries.

I communicate with the governing body regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal controls that we identify during our audit).

I have also provided the governing body with a statement that the independence -regulated personnel of the firm to which I am affil iated have complied with the Code of Ethics for Professional Accountants with respect to independence, and communicate with the governing body about all relationships and other matters (including related protective measures) that may be considered to affect the accountant's independence.

I have determined the key audit matter for the audit of the Consolidated Financial Statements of Sanitar Co., Ltd. and Its Subsidiaries for the year ended December 31, 2020 from the communications I have had with the gove rning body. I identified such matter in my auditor's report, except for those matters that are not permitted by law to be disclosed publicly or, in the rarest of circumstances, I decided not to communicate those matters in my auditor's report because I reasonably could expect the negative effect of such communication to outweigh the public interest.

Deloitte & Touche Accountant SU, YU-XIU Accountant WENG, BO-REN

FSC Approval Number: Jin-Guan-Zheng-Shen-Zi No.1040024195

FSC Approval Number: Jin-Guan-Zheng-Shen-Zi No. 1010028123

March 9, 2021

Sanitar Co., Ltd. and Its Subsidiaries

Consolidated Statement of Financial Position

Dec. 31, 2020 & 2019

Unit: NT$1,000

Code 1100 1136 1150 1170 1180 1200 1210 1220 130X 1419 1421 1479 11XX 1517 1600 1755 1780 1840 1915 1920 1990 15XX 1XXX C o d e 2100 2130 2170 2200 2230 2280 2399 21XX 2570 2580 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 31XX 36XX 3XXX	Assets Current assets Cash and cash equivalents (Note IV, VI and XXV) Financial assets measured at amortized cost – current (Note IV, VIII and XXV) Notes receivable, net (Note IV, IX and XXV) Net value of accounts receivable (Note IV, IX, XX and XXV) Accounts receivable`－`Related parties, net (Note IV, IX, XX, XXV and XXVI) Other accounts receivable (Note IV and XXV) Other accounts receivable`－`Related parties (Note XXV and XXVI) Income tax assets in the current period (Note XXII) Inventory (Note IV, X and XXVII) Other prepaid expenses Prepayments for goods Other current assets`－`other (Note XV) Total of current assets Non-current assets Financial assets measured at fair value through other comprehensive income - non-current (Note IV, VII and XXV) Property, plant and equipment (Note IV, XII, XXVII and XXVIII) Right-of-use assets (Note IV and XIII) Intangible assets (Note IV and XIV) Deferred income tax assets (Note IV and XXII) Prepayments for business facilities (Note XXVIII) Refundable deposits Other non-current assets`－`other (Note XV) Total of non-current assets Total assets L i a b i l i t i e s a n d E q u i t y Current liabilities Short-term loans (Note XVI and XXV) Contract liabilities - current (Note IV and XX) Accounts payable (Note XVII and XXV) Other payables (Note XVIII and XXV) Current income tax liabilities (Note IV, XX and XXV) Lease liabilities - current (Note IV and XIII) Other current liabilities`－`other (Note XXV) Total of current liability Non-current liabilities Deferred income tax liabilities (Note IV and XXII) Lease liabilities - non-current (Note IV and XIII) Deposits received Total of non-current liability Total liability Equity attributable to the owners of the Company (Note IV, XIX and XXII) Share capital Common shares Additional paid-in capital Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Treasury shares Total liabilities of the owners of the Company Non-controlling interests Total liabilities Total of liability and equity		Dec. 31,2020		% 6 2 1 9 - - - - 26 - 1 1 46 - 43 5 - 3 2 - 1 54 100 14 - 3 4 2 1 - 24 7 2 - 9 33 29 11 9 6 22 37 9 ) 1 ) 67 - 67 100		Dec. 31,2019
			Amount $ 164,816 56,199 13,804 226,984 4,201 2,257 5 - 652,151 9,505 30,751 12,510 1,173,183 262 1,096,721 136,307 5,474 63,646 45,474 7,754 20,192 1,375,830 $ 2,549,013 $ 344,442 5,412 70,200 107,290 51,373 12,919 8,404 600,040 170,786 62,402 258 233,446 833,486 726,000 277,452 220,568 166,030 565,898 952,496 237,459 ) 15,674 ) 1,702,815 12,712 1,715,527 $ 2,549,013				Amount $ 238,566 46,888 14,519 226,806 3,419 2,836 5 7,486 512,549 7,824 7,484 7,043 1,075,425 - 1,189,276 146,625 6,634 46,335 41,565 7,119 15,026 1,452,580 $ 2,528,005 $ 346,140 8,714 91,510 113,451 16,409 14,915 3,451 594,590 176,566 63,316 276 240,158 834,748 726,000 277,452 202,583 146,675 506,566 855,824 166,030 ) - 1,693,246 11 1,693,257 $ 2,528,005		%
		( (		( (		(		(	10 2 1 9 - - - - 20 1 - - 43 - 47 6 - 2 2 - - 57 100 14 - 4 4 1 1 - 24 7 2 - 9 33 29 11 8 6 20 34 7 ) - 67 - 67 100

The notes attached are part of the consolidated financial report.

Chairperson: HSIAO, CHUN-HSIUNG

Manager: CHEN, WEI-CHIH Accounting Supervisor: CHEN, YU-CHUAN

Sanitar Co., Ltd. and Its Subsidiaries

Consolidated Statement of Comprehensive Income

From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$1,000 Except the earnings per share are in NT$

C o d e Operating revenue (Note IV, XX and XXVI) 4110 Sales revenue 4170 Sales return 4190 Sales allowances 4800 Other operating revenue 4000 Total operating revenue Operating costs (Note X and XXI) 5110 Cost of sales 5800 Other operating costs 5000 Total operating costs 5900 Gross operating profit Operating expenses (Note XXI) 6100 Marketing expenses 6200 Management expenses 6300 R&D expenses 6450 Expected credit losses 6000 Total operating expenses 6500 Other income and expenses, net (Note XXI) 6900 Net operating profit Non-operating income and expenses (Note IV) 7100 Interest income 7110 Rental income 7190 Other income 7230 Foreign exchange gain 7510 Interest expense 7590 Miscellaneous expenses 7000 Non-operating Total income and expenses	2020	% 102 ( 1 ) ( 2 ) 1 100 ( 66 ) ( 2 ) ( 68 ) 32 ( 11 ) ( 8 ) ( 1 ) - ( 20 ) - 12 - - - - - - -	2019
	A m o u n t $ 2,347,987 ( 9,273 ) ( 46,362 ) 14,169 2,306,521 ( 1,522,765 ) ( 49,588 ) ( 1,572,353 ) 734,168 ( 255,241 ) ( 169,215 ) ( 17,706 ) ( 2,329 ) ( 444,491 ) ( 631 ) 289,046 4,779 530 1,733 1,740 ( 8,125 ) ( 128 ) 529		A m o u n t $ 2,389,950 ( 28,829 ) ( 38,285 ) 12,090 2,334,926 ( 1,588,252 ) ( 44,991 ) ( 1,633,243 ) 701,683 ( 270,248 ) ( 165,849 ) ( 17,223 ) ( 1,860 ) ( 455,180 ) 210 246,713 4,654 2,286 1,261 2,035 ( 8,067 ) ( 3,339 ) ( 1,170 )	%
				102 ( 1 ) ( 2 ) 1 100 ( 68 ) ( 2 ) ( 70 ) 30 ( 11 ) ( 7 ) ( 1 ) - ( 19 ) - 11 - - - - - - -

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C o d e 7900 Net profit before tax 7950 Income tax expense (Note IV and XXII) 8000 Net income in the term Other comprehensive income (Note IV, XIX and XXII) Items that will not be reclassified to profit or loss: 8316 Investment in equity instruments measured at Unrealized gains or losses measured at FVTOCI 8360 Amount of items that may be reclassified subsequently to profit or loss`：` 8361 Exchange differences on translation of foreign financial statements 8399 income tax related to the items that may be reclassified 8300 Other comprehensive income in the term (net value after tax) 8500 Total comprehensive income in the term Net income attributable to: 8610 The owners of the Company 8620 Non-controlling interests 8600 The total comprehensive income attributed to: 8710 The owners of the Company 8720 Non-controlling interests 8700 Earnings per share (Note XXIII) 9750 Basic 9850 Diluted	2020
	A m o u n t $ 289,575 ( 69,519 ) 220,056 ( 2,738 ) ( 85,866 ) 17,173 ( 71,431 ) $ 148,625 $ 220,092 ( 36 ) $ 220,056 $ 148,663 ( 38 ) $ 148,625 $ 3.04 $ 3.03

The notes attached are part of the consolidated financial report.

Chairperson:HSIAO, CHUN-HSIUNG Manager:CHEN, WEI-CHIH Accounting Supervisor: CHEN, YU-CHUAN

Sanitar Co., Ltd. and Its Subsidiaries Consolidated Statement of Change in Equity From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$1,000

E q u i t S h a r e C o d e N u m b e r o f shares (1,000 s h a r e s ) A1 Balance at Jan. 1, 2019 72,600 2018Appropriation and distribution of earnings B1 Legal reserve - B3 Special reserve - B5 Cash dividends for the shareholders of the Company - D1 Net income for 2019 - D3 Other comprehensive income after tax, 2019 - D5 2019The total comprehensive income - Z1 Balance at Dec. 31, 2019 72,600 2019Appropriation and distribution of earnings B1 Legal reserve - B3 Special reserve - B5 Cash dividends for the shareholders of the Company - O1 Cash dividends for shareholders - D1 Net income for 2020 - D3 Other comprehensive income after tax, 2020 - D5 2020The total comprehensive income - E1 Cash capital increase - L1 Purchase of treasury shares - Z1 Balance at Dec. 31, 2020 72,600 Chairperson: HSIAO, CHUN-HSIUNG	E q u i t	y a t t	r i b u t	a b l e	t o t h	e o w	n e r s	o f t h	e C o m
	S h a r e	c a p i t a l A m o u n t $ 726,000 - - - - - - 726,000 - - - - - - - - - $ 726,000	O t h e r R e t a i n e d e a r n i n g s A d d i t i o n a l paid-in capital Legal reserve Special reserve Unappropriated r e t a i n e d e a r n i n g s Exchange difference arising from translation of foreign operation financial statements $ 277,452 $ 177,182 $ 150,895 $ 514,876 ( $ 146,675 ) - 25,401 - ( 25,401 ) - - - ( 4,220 ) 4,220 - - - - ( 166,980 ) - - - - 179,851 - - - - - ( 19,355 ) - - - 179,851 ( 19,355 ) 277,452 202,583 146,675 506,566 ( 166,030 ) - 17,985 - ( 17,985 ) - - - 19,355 ( 19,355 ) - - - - ( 123,420 ) - - - - - - - - - 220,092 - - - - - ( 68,691 ) - - - 220,092 ( 68,691 ) - - - - - - - - - - $ 277,452 $ 220,568 $ 166,030 $ 565,898 ($ 234,721 ) The notes attached are part of the consolidated financial report. Manager: CHEN, WEI-CHIH A	R e t a i n	e d e a r		O t h e r
								( ( ( c

Manager: CHEN, WEI-CHIH Accounting Supervisor: CHEN, YU-CHUAN

Sanitar Co., Ltd. and Its Subsidiaries

Consolidated Statement of Cash Flows

From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$1,000

Code Cash flow from operating activities A10000 Net profit before tax in the term A20010 Income charges (credits) A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit losses A20900 Interest expense A21200 Interest income A22500 Net income from the disposal and obsolescence of property, plant and equipment A23700 Loss for market price decline and obsolete and slow-moving inventory A23800 Gains on inventory value recoveries A29900 Profit from lease modification A30000 Net changes in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31160 Accounts receivable`－`Related parties A31180 Other receivables A31190 Other receivables`－`Related parties A31200 Inventory A31220 Other prepaid expenses A31230 Prepayments A31240 Other current assets A32125 Contract liabilities - current A32150 Accounts payable A32180 Other payables A32230 Other current liabilities A33000 Cash from operating activities A33100 Interests received A33300 Interests paid A33500 Income tax paid AAAA Net cash inflow from operating activities		2020 $ 289,575 107,789 2,004 2,329 8,125 4,779 ) 91 ) 2,427 - 244 ) 715 2,512 ) 782 ) 580 - 142,029 ) 1,681 ) 23,267 ) 5,467 ) 3,302 ) 21,310 ) 5,904 ) 4,953 207,129 4,778 8,182 ) 33,113 ) 170,612		2019
	( ( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( (	$ 245,543 86,579 1,681 1,860 8,067 4,654 ) 357 ) - 1,085 ) - 13,886 22,837 ) 1,063 ) 1,208 ) 5 ) 83,050 1,897 1,180 ) 10,895 6,209 18,355 ) 9,708 ) 619 399,834 4,654 4,083 ) 52,965 ) 347,440

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Code Cash flow from investing activities B00010 Acquisition of financial assets measured at fair value through other comprehensive income B00040 Increase in financial assets measured at amortized cost B02700 Purchase of property, plant and equipment B02800 Price for the disposal of property, plant and equipment B03700 Increase in refundable deposits B03800 Decrease in refundable deposits B04500 Acquisition of intangible assets B06700 Increase in other non-current assets B07100 Increase in prepayments for business facilities BBBB Net cash outflow from investing activities Cash flow from financing activities C00100 Increase in short-term loans C00200 Decrease in short-term loans C03100 Return of deposits received C04020 Repayment of lease principal C04500 Payment of dividends for the owners of the Company C04900 Redemption cost for treasury shares C05800 Payment of cash dividends for non-controlling interests C09900 Increase in non-controlling interests CCCC Net cash outflow from financing activities DDDD Effect of the changes in exchange rate on cash and cash equivalents EEEE Increase (decrease) in cash and cash equivalents E00100 Beginning balance of cash and cash equivalents E00200 Ending balance of cash and cash equivalents		2020 $ 3,000 ) 9,311 ) 38,484 ) 348 875 ) 240 1,197 ) 5,166 ) 4,676 ) 62,121 ) 523,302 525,000 ) - 15,747 ) 123,420 ) 15,674 ) 1 ) 12,740 143,800 ) 38,441 ) 73,750 ) 238,566 $ 164,816		2019
	( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( (	$ - 31,148 ) 164,355 ) 492 1,924 ) - 5,431 ) 5,795 ) 95,979 ) 304,140 ) 177,074 - 5 ) 16,277 ) 166,980 ) - - - 6,188 ) 10,488 ) 26,624 211,942 $ 238,566

The notes attached are part of the consolidated financial report.

Chairperson: HSIAO, CHUN-HSIUNG Manager: CHEN, WEI-CHIH Accounting Supervisor: CHEN, YU-CHUAN

Accountant's Audit Report

To Sanitar Co., Ltd.:

Audit opinion

I have audited the financial statements of Sanitar Co., Ltd., which comprise the Parent Company Only Statements of Financial Position as at Dec. 31, 2020 and Dec. 31, 2019, the Parent Company Only Statements of Comprehensive Income from Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019, Parent Company Only Statement of Change in Equity, Parent Company Only Statement of Cash Flows, and Parent Company Only Financial Statement Notes (including a summary of significant accounting policies).

In my opinion, the accompanying Parent Company Only Financial Statements are properly drawn up in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers so as to give a true and fair view of the Parent Company Only Financ ial Position of the Sanitar Co., Ltd. as of December 2020 and 2019 and of the Parent Company Only Financial Performance and Cash Flows of Sanitar Co., Ltd. from January 1 to December 31, 2020 and 2019.

Basis for audit opinion

I conducted my audit in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards. My responsibilities under those standards are further described in the 'Accountant's responsibilities for the audit of the Parent Company Only Financial Statements' section of my report. I am independent of Sanitar Co., Ltd. in accordance with the Accounting and Corporate Regulatory Authority Code of Professional Conduct and Ethics for Public Accountan ts and Accounting Entities, and I have fulfilled my other ethical responsibilities in accordance with these requirements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Key Audit Matter

The key auditing matter is which that, in my professional judgment, is most significant to my review of the Parent Company Only Financial Statements of Sanitar Co., Ltd. for 2020. Such matter has been considered in the process of examining the Parent Company Only Financial Statements taken as a whole and forming an opinion thereon, and I do not express an opinion on the matter individually.

The following is the description of the key audit matter in the Parent Company Only Financial Statements of Sanitar Co., Ltd. for 2020:

Key Audit Matter: Authenticity in Sales to Specific Customers

Due to the significant audit risk associated with the revenue recognition under auditing standards, Sanitar Co., Ltd. are mainly dealing with distributors and have added s ignificant sales from specific non-distributor customers, therefore, based on the consideration of the materiality of the financial statements, the authenticity in sales revenue from specific customers with high order amounts and significant new sales in t he current year is considered as a key audit matter. Please refer to Notes 4(11) and 19 to the Parent Company Only Financial Statements.

In connection with the above key matter, I conducted the following principal audit procedures:

To understand, evaluate and test the effectiveness of the design and implementation of the internal control system related to revenue recognition.
To obtain a detailed sales breakdown from specific customers in fiscal 2020, verify the original orders, delivery notes, invo ices and other related documents of the relevant transactions, and verify with the recorded amounts to confirm the authenticity of the revenues.
To obtain a breakdown of subsequent sales returns from specific customers, verify the related documents and examine the reasonableness of the returns.

Responsibilities of management and directors for the Parent Company Only Financial Statements

Management is responsible for the preparation of Parent Company Only Financial Statements that give a true and fair view in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition.

In preparing the Parent Company Only Financial Statements, management is responsible for assessing the ability of Sanitar Co., Ltd. to continue as going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Sanitar Co., Ltd. or to cease operations, or has no realistic alternative, but to do so.

The responsibilities of the governing body (includin g supervisors) include overseeing the financial reporting process of Sanitar Co., Ltd.

Auditors’ responsibilities for the audit of the Parent Company Only Financial Statements

My objectives are to obtain reasonable assurance about whether the Parent Company Only Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes my opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individual ly or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken in the basis of these Parent Company Only Financial Statements.

As part of an audit in accordance with GAAS, I exercise professional judgment and maintain professional skepticism throughout the audit. I also:

Identify and assess the risks of material misstatement of the Parent Company Only Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for audit opinions. Because fraud may be related to conspiracy, forgery, deliberate omission, false statement or breach of internal control, the risk of a material misstatement caused by fraud which is not identified is higher than the risk of a material misstatement caused by any error.
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the internal control effectiveness of Sanitar Co., Ltd.
Assess the appropriateness of management’s use of accounting policies and the reasonability of the accounting estimate and rele vant disclosure.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant dou bt on the ability of Sanitar Co., Ltd. to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Parent Company Only Financial Statements o r, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Sanitar Co., Ltd. to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Parent Company Only Financial Statements (including the relevant notes), and whether the Parent Company Only Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
I have obtained sufficient and appropriate evidence to audit the Parent Company Only Financial Information of Sanitar Co., Ltd. to express an opinion on the Parent Company Only Financial Statements. I am responsible for the guidance, supervision and execution of the audit and for forming an audit opinion on Sanitar Co., Ltd.
I communicate with the governing body regarding, among other matters, the planned
scope and timing of the audit and significant audit findings (including any significant deficiencies in internal controls that we identify during our audit).
I have also provided the governing body with a statement that the independence -regulated
personnel of the firm to which I am affiliated have complie d with the Code of Ethics for Professional Accountants with respect to independence, and communicate with the governing

body about all relationships and other matters (including related protective measures) that may be considered to affect the accountant's independence.

I have determined the key audit matter for the audit of the Parent Company Only Financial Statements of Sanitar Co., Ltd. for the year ended December 31, 2020 from the communications I have had with the governing body. I identified such matter in my auditor's report, except for those matters that are not permitted by law to be disclosed publicly or, in the rarest of circumstances, I decided not to communicate those matters in my auditor's report because I reasonably could expect the negative effect of such communication to outweigh the public interest.

Deloitte & Touche Accountant SU, YU-XIU Accountant WENG, BO-REN

FSC Approval Number: FSC Approval Number: Jin-Guan-Zheng-Shen-Zi No.1040024195 Jin-Guan-Zheng-Shen-Zi No. 1010028123

March 9, 2021

Sanitar Co., Ltd.

Parent Company Only Statement of Financial Position At Dec. 31, 2020 and Dec. 31, 2019

Unit: NT$1,000

C o d e 1100 1150 1170 1180 1200 1210 130X 1419 1421 1479 11XX 1517 1550 1600 1755 1780 1840 1915 1920 1990 15XX 1XXX C o d e 2100 2130 2170 2180 2200 2230 2280 2399 21XX 2570 2580 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 3XXX	Assets Current assets Cash and cash equivalents (Note IV, VI and XXIV) Notes receivable, net (Note IV, VIII and XXIV) Net value of accounts receivable (Note IV, VIII, XIX and XXIV) Accounts receivable`－`Related parties, net (Note IV, VIII, XIX, XXIV and XXV) Other receivables (Note IV and XXIV) Other receivables`－`related parties (Note IV, XXIV and XXV) Inventory (Note IV and IX) Other prepaid expenses Prepayments Other current assets`－`Other (Note XIV) Total current assets Non-current assets Financial assets measured at fair value through other comprehensive income - non-current (Note VII and XXIV) Investment accounted for using the equity method (Note IV and X) Property, plant and equipment (Note IV, XI and XXVI) Right-of-use assets (Note IV and XII) Intangible assets (Note IV and XIII) Deferred income tax assets (Note IV and XXI) Prepayments for business facilities (Note XXVII) Refundable deposits Other non-current assets`－`other (Note VIII and XIV) Total non-current assets Total assets L i a b i l i t i e s a n d E q u i t y Current liabilities Short-term loans (Note XV and XXIV) Contract liabilities - current (Note IV and XIX) Accounts payable (Note XVI and XXIV) Accounts payable`－`related parties (Note XVI, XXIV and XXV) Other payables (Note XVII and XXIV) Current income tax liabilities (Note IV, XXI and XXIV) Lease liabilities - current (Note IV, XII and XXIV) Other current liabilities`－`other (Note XXIV) Total current liabilities Non-current liabilities Deferred income tax liabilities (Note IV and XXI) Lease liabilities - non-current (Note IV, XII and XXIV) Non-Total current liabilities Total liabilities Equity (Note IV, XVIII and XXI) Share capital Common shares Additional paid-in capital Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Treasury shares Total liabilities Total liabilities and equity		Dec. 31,2020		`％` 2 1 7 1 - 1 7 - 1 - 20 - 54 22 1 - 3 - - - 80 100 10 - 2 - 3 2 - - 17 8 1 9 26 32 12 9 7 25 41 10 ) 1 ) 74 100		Dec. 31,2019
			Amount $ 53,805 13,804 163,618 8,373 304 30,251 164,705 2,185 11,848 2,160 451,053 262 1,238,720 500,848 35,636 1,009 62,653 - 4,720 - 1,843,848 $ 2,294,901 $ 233,000 2,492 33,542 - 61,886 46,972 10,095 7,533 395,520 170,766 25,800 196,566 592,086 726,000 277,452 220,568 166,030 565,898 952,496 237,459 ) 15,674 ) 1,702,815 $ 2,294,901				Amount $ 82,077 14,519 142,382 3,419 305 28,037 142,131 2,130 2,237 563 417,800 - 1,340,484 503,335 35,007 261 44,555 458 4,330 - 1,928,430 $ 2,346,230 $ 325,000 826 39,931 1 55,953 16,409 8,282 3,275 449,677 176,544 26,763 203,307 652,984 726,000 277,452 202,583 146,675 506,566 855,824 166,030 ) - 1,693,246 $ 2,346,230		`％`
		( (		( (		(		(	4 1 6 - - 1 6 - - - 18 - 57 21 2 - 2 - - - 82 100 14 - 2 - 2 1 - - 19 8 1 9 28 31 12 9 6 21 36 7 ) - 72 100

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairperson: HSIAO, CHUN-HSIUNG

Manager: CHEN, WEI-CHIH Accounting Supervisor: CHEN, YU-CHUAN

Sanitar Co., Ltd.

Parent Company Only Statements of Comprehensive Income From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$1,000,

Except the earnings per share are in NT$

C o d e Operating revenue (Note IV, XIX and XXV) 4110 Sales revenue 4170 Sales return 4190 Sales allowances 4800 Other operating revenue 4000 Total operating revenue Operating costs (Note VIII, XX and XXV) 5110 Cost of sales 5800 Other operating costs 5000 Total operating costs 5900 Gross operating profit Operating expenses (Note XX) 6100 Marketing expenses 6200 Management expenses 6300 R&D expenses 6450 Expected credit losses 6000 Total operating expenses 6500 Other income and expenses, net (Note XX) 6900 Net operating profit Non-operating income and expenses (Note IV) 7070 Share of the profit or loss of subsidiaries and associates accounted for using the equity method 7100 Interest income 7110 Rental income 7190 Other income		2020		`％` 100 1 ) 1 ) 2 100 67 ) 3 ) 70 ) 30 8 ) 6 ) 1 ) - 15 ) - 15 4 - - -		2019
	A	m o u n t $ 1,466,621 7,017 ) 17,284 ) 29,076 1,471,396 979,919 ) 45,579 ) 1,025,498 ) 445,898 125,529 ) 86,758 ) 8,003 ) 2,270 ) 222,560 ) 822 ) 222,516 58,949 40 530 5			A	m o u n t $ 1,303,656 24,112 ) 6,976 ) 27,615 1,300,183 914,074 ) 42,561 ) 956,635 ) 343,548 97,883 ) 77,265 ) 7,083 ) 1,794 ) 184,025 ) 1 ) 159,522 71,890 73 2,286 1		`％`
	( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( (	100 2 ) - 2 100 71 ) 3 ) 74 ) 26 7 ) 6 ) 1 ) - 14 ) - 12 6 - - -

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C o d e 7510 Interest expense 7230 Foreign exchange gain 7630 Foreign exchange loss 7000 Non-operating Total income and expenses 7900 Net profit before tax 7950 Income tax expense (Note IV and XXI) 8200 Net income in the fiscal year Other comprehensive income (Note IV, XVIII and XXI) 8310 Items that will not be reclassified to profit or loss: 8316 Investment in equity instruments measured at Unrealized gains or losses measured at FVTOCI 8360 Amount of items that may be reclassified subsequently to profit or loss`：` 8380 Share of the other comprehensive income of subsidiaries, associates and joint ventures accounted for using the equity method 8399 income tax related to the items that may be reclassified 8300 Other comprehensive income in the fiscal year (net value after tax) 8500 Total comprehensive income in the fiscal year Earnings per share (Note XX) 9750 Basic 9850 Diluted		2020		`％` - - - 4 19 4 ) 15 - 6 ) 1 5 ) 5 ) 10		2019
	A	m o u n t $ 4,043 ) - 932 54,549 277,065 56,973 ) 220,092 2,738 ) 85,864 ) 17,173 68,691 ) 71,429 ) $ 148,663 $ 3.04 $ 3.03			A	m o u n t $ 2,898 ) 401 - 71,753 231,275 51,424 ) 179,851 - 24,194 ) 4,839 19,355 ) 19,355 ) $ 160,496 $ 2.48 $ 2.47		`％`
	( ( ( ( ( (		( ( ( (		( ( ( ( (		( ( ( (	- - - 6 18 4 ) 14 - 2 ) - 2 ) 2 ) 12

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairperson: HSIAO, CHUN-HSIUNG Manager: CHEN, WEI-CHIH Accounting Supervisor: CHEN, YU-CHUAN

Sanitar Co., Ltd.

Parent Company Only Statement of Changes in Equity From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$1,000

S h a r e	c	R	e t a i n	e d e a	r n i n g s Unappropriated retained earnings $ 514,876 ( 25,401 ) 4,220 ( 166,980 ) 179,851 - 179,851 506,566 ( 17,985 ) ( 19,355 ) ( 123,420 ) 220,092 - 220,092 - $ 565,898	O t h e	r e q	u i t y Treasury shares $ - - - - - - - - - - - - - - ( 15,674 ) ($ 15,674 )	T	o t a l e q u i t y
						Exchange difference arising from translation of foreign operation financialstatements ( $ 146,675 ) - - - - ( 19,355 ) ( 19,355 ) ( 166,030 ) - - - - ( 68,691 ) ( 68,691 ) - ($ 234,721 )	Unrealized gains or losses on financial assets at fair value through other comprehensive income $ - - - - - - - - - - - - ( 2,738 ) ( 2,738 ) - ($ 2,738 )
Number of shares (1, 0 0 0 share s ) 72,600 - - - - - - 72,600 - - - - - - - 72,600	S	L	e g a l r e s e r v e $ 177,182 25,401 - - - - - 202,583 17,985 - - - - - - $ 220,568	Special reserve $ 150,895 - ( 4,220 ) - - - - 146,675 - 19,355 - - - - - $ 166,030
				(	( ( ( ( (	( ( ( ( ( ( (	( ( (	( (	( ( ( ( (	$ 1,699,730 - - 166,980 ) 179,851 19,355 ) 160,496 1,693,246 - - 123,420 ) 220,092 71,429 ) 148,663 15,674 ) $ 1,702,815

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairperson: HSIAO, CHUN-HSIUNG

Manager: CHEN, WEI-CHIH Accounting Supervisor: CHEN, YU-CHUAN

Sanitar Co., Ltd.

Parent Company Only Statements of Cash Flows

From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$1,000

C o d e Cash flow from operating activities A10000 Net profit before tax in the current period A20010 Income charges (credits) A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit losses A20900 Financial costs A21200 Interest income A22400 Share of the profit or losses of the subsidiaries, associates and joint ventures accounted for using the equity method A22500 Gain on the disposal of property, plant and equipment A23800 Loss from market price decline and obsolete and slow-moving inventory (gain from price recovery) A29900 Profit from lease modification A30000 Net changes in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31160 Accounts receivable`－`Related parties A31180 Other receivables A31190 Other receivables`－`Related parties A31200 Inventory A31220 Other prepaid expenses A31230 Prepayments A31240 Other current assets A32125 Contract liabilities - current A32150 Accounts payable A32160 Accounts payable`－`Related parties A32180 Other payables A32230 Other current liabilities A33000 Cash from operating activities A33100 Interests received A33300 Interests paid A33500 Income tax paid AAAA Net cash inflow from operating activities		2020 $ 277,065 32,805 282 2,270 4,043 40 ) 58,949 ) 41 ) 2,786 103 ) 715 23,506 ) 4,954 ) 1 ) 2,214 ) 25,360 ) 55 ) 9,611 ) 1,597 ) 1,666 6,389 ) 1 ) 6,190 4,258 199,259 42 4,100 ) 33,113 ) 162,088		2019
	( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 231,275 22,479 879 1,794 2,898 73 ) 71,890 ) 146 ) 2,500 ) - 13,886 17,212 ) 1,063 ) 226 ) 13,198 ) 6,620 ) 468 570 163 826 32,736 ) 2,837 ) 21,845 ) 495 105,387 73 2,519 ) 42,688 ) 60,253

(Continued on the next page)

(Continued from the previous page)

C o d e Cash flow from investing activities B00010 Acquisition of financial assets measured at fair value through other comprehensive income B01800 Acquisition of long-term equity investment accounted for using the equity method B02700 Purchase of property, plant and equipment B02800 Price for the disposal of property, plant and equipment B03700 Increase in refundable deposits B03800 Decrease in refundable deposits B04500 Acquisition of intangible assets B07100 Decrease (increase) in prepayments for business facilities B07600 Dividends from subsidiaries BBBB Net cash flow from investing activities (outflow) Cash flow from financing activities C00100 Increase in short-term loans C00200 Decrease in short-term loans C04020 Repayment of lease principal C04500 Issuance of cash dividends C04900 Redemption cost for treasury shares CCCC Cash inflow (outflow) from financing activities EEEE Increase (decrease) in cash and cash equivalents E00100 Beginning balance of cash and cash equivalents E00200 Ending balance of cash and cash equivalents		2020 $ 3,000 ) 13,260 ) 19,931 ) 270 630 ) 240 1,030 ) 458 88,109 51,226 433,000 525,000 ) 10,492 ) 123,420 ) 15,674 ) 241,586 ) 28,272 ) 82,077 $ 53,805		2019
	( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( (	$ - - 39,675 ) 216 1,952 ) - 359 ) 3,248 ) - 45,018 ) 210,000 - 6,652 ) 166,980 ) - 36,368 51,603 30,474 $ 82,077

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairperson: HSIAO, CHUN-HSIUNG Manager: CHEN, WEI-CHIH Accounting Supervisor: CHEN, YU-CHUAN

IV. The Comparison Table of “Rules of Procedure for Board of Directors Meeting” before and after Amendments

after Amendments
After	Before	Description
Article 7 Where a meeting of the board of directors is called by the chairperson of the board, the meeting shall be chairedby the chairperson . However, where the first meeting of each newly elected board of directors is called by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected, the meeting shall be chaired by that director; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to chair the meeting. 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. When the chairperson of the board is on leave or for any reason is unable to exercise the powers of the chairperson, a director designated by the chairperson shall do so in place of the chairperson; if the chairperson does not make such a designation, by a director elected by and from among themselves.	Article 7 The Company’s board of directors meeting shall be called by the chairperson of the board and be chaired by the chairperson. However, where the first meeting of each newly elected board of directors is called by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected, the meeting shall be chaired by that director; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to chair the meeting. (Newly added paragraph.) When the chairperson of the board is on leave or for any reason is unable to exercise the powers of the chairperson, a director designated by the chairperson shall do so in place of the chairperson; if the chairperson does not make such a designation, by a director elected by and from among themselves.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 8 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. 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.	Article 8 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. 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 the 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. (Newly added Paragraph.)	1. Paragraph adjustments. 2. Amended to meet the operational needs of the Company and to comply with laws and regulations.

After	Before	Description
When necessary, certified public accountants, attorneys, or other professionals retained by the 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. 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. 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. The number of “all directors,” as used in the preceding paragraph and in Article 16, paragraph 2, subparagraph 2, shall be counted as the number of directors then actually in office.	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.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. (Newly added Paragraph.) The number of “all directors,” as used in the preceding paragraph and in Article 16, paragraph 2, subparagraph 2, shall be counted as the number of directors then actually in office.
Article 11 (Paragraph 1, 2 omitted.) At any time during the course of a 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 8,Paragraph 5 shall apply mutatis mutandis.	Article 11 (Paragraph 1, 2 omitted.) At any time during the course of a 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 8,Paragraph 3 shall apply mutatis mutandis.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 12 The matters listed below as they relate to the Company shall be raised for discussion at a board meeting: 1. The Company‘s business plan. 2. Annual reportand Q2 financial report subject to audit by a certified public	Article 12 The matters listed below as they relate to the Company shall be raised for discussion at a board meeting: 1. The Company‘s business plan. 2. Annualand semi-annual financial reports, with the exception of	Amended to meet the operational needs of the Company and to comply with laws and regulations.

		Description
accountant (CPA) . (Omitted below.)	semi-annual financial reports that are not required under relevant laws and regulations to be audited and attested by a certified public accountant (CPA). (Omitted below.)
Article 15 (Paragraph 1 omitted.) 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. Where a director is prohibited by regulations 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, Paragraph4 of the same Act.	Article 15 (Paragraph 1 omitted.) (Newly added Paragraph.) Where a director is prohibited bythe 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,Paragraph3 of the same Act.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 19 These Rules were first established on May 18, 2010. (Paragraph 2 to 3 omitted.) The 3rd amendment was made on November 9, 2017. The 4th amendment was made on August 5, 2020.	Article 19 These Rules were first established on May 18, 2010. (Paragraph 2 to 3 omitted.) The 3rd amendment was made on November 9, 2017. (Newly added Paragraph.)	Added the date of the latest amendment.

V. The Comparison Table of “Codes of Ethical Conduct for Directors, Supervisors and Managerial Officers” before and after Amendments

After	Before	Description
Article 4 Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the company, as for example when a director, supervisor, or managerial officer of the company is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse or relatives within the second degree of kinship. The company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works. The company shall establish a policy aimed at preventing conflicts of interest, and shall offer appropriate means for directors, supervisors, and managerial officers to voluntarily explain whether there is any potential conflict between them and the company.	Article 4 Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the company, as for example when a director, supervisor, or managerial officer of the company is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives within the second degree of kinship. The company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works. The company shall establish a policy aimed at preventing conflicts of interest, and shall offer appropriate means for directors, supervisors, and managerial officers to voluntarily explain whether there is any potential conflict between them and the company.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 10 The company shall raise awareness of ethics internally and encourage employees to report to a company supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage employees to report illegal conduct, the company shall establish a concrete whistle-blowing system, allowing anonymous report, and making employees aware that the company will use its best efforts to ensure the safety of informants and protect them from reprisals.	Article 10 The company shall raise awareness of ethics internally and encourage employees to report to a company supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage employees to report illegal conduct, the company shall establish a concrete whistle-blowing system and makes employees aware that the company will use its best efforts to ensure the safety of informants.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 15 These Codes of Ethical Conduct were first established on March 18, 2015. The 1st amendment was made on August 5, 2020.	(Newly added Article.)	Added the date of the latest amendment.

VI. Comparison Table of the Amended Provisions of “Regulations on the Redemption of Shares and Transferring the Shares to Employees for the First Time”

Shares and Transferringthe Shares	to Employees for the First Time”
Amended Provisions	Current Provisions	Description
Article 7 The transfer price of the repurchased shares to the employees shall be at the average price of the actual repurchase. However, if the number of issued shares of the Company’s common stock increases or decreases prior to the transfer, the transfer price may be adjusted in proportion by the increase or decrease in the number of issued shares.In accordance with Article 5-1 of the Company’s Articles of Incorporation, if the Company buys back shares and transfers them to employees at a price lower than the average of the actual purchase price, the Company shall, prior to the transfer, require the approval of at least two-thirds of the shareholders present at the most recent shareholders’meeting representing a majority of the total number of outstanding shares, and shall set forth the matters specified in Article 10-1 of the“Regulations Governing the Purchase of the Company’s Shares by Listed Companies”in the reasons for the shareholders’ meeting. The Company may only proceed with the meeting if the shareholders agree to attend the meeting with two-thirds of the total number of outstanding shares. Transfer price adjustment formula: Adjusted transfer price = average price per share actually repurchased × (total number of shares of common stock circulating at the time the Company's repurchase is completed ÷ total number of shares of common stock outstanding before the Company's transfer of repurchased shares to employees)	Article 7 The transfer price of the repurchased shares to the employees shall be at the average price of the actual repurchase. However, if the number of issued shares of the Company’s common stock increases or decreases prior to the transfer, the transfer price may be adjusted in proportion by the increase or decrease in the number of issued shares. Transfer price adjustment formula: Adjusted transfer price = average price per share actually repurchased × (total number of shares of common stock circulating at the time the Company's repurchase is completed ÷ total number of shares of common stock outstanding before the Company's transfer of repurchased shares to employees)	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 11 The regulations were established on March 27, 2020. The first amendment was made on May 6, 2020. The second amendment was made on Aug. 5, 2020	Article 11 The regulations were established on March 27, 2020. The first amendment was made on May 6, 2020. New addition of the provisions.	Added the date of the latest amendment.

VII. Performance evaluation results and salary compensation reports for directors, supervisors and managers （ 1 ） Performance assessment

Title	Evaluation Criteria	Description
Directors and Supervisors	1.The Company has established the "Board of Directors' Performance Evaluation Method" and individual directors and supervisors will complete self-assessment questionnaires for internal evaluation after the end of the year.	The Self-Assessment Self-Assessment Questionnaire covers the following six major areas with a total of 23 indicators: A. Mastery of company goals and tasks B. Directors’ Responsibilities Awareness C. Involvement in the company’s operations D. Internal Relationship Management and Communication E. Director’s professional and continuing education F. Internal Control
	2.The Company has established a Nominating Committee, which will be evaluated in accordance with the "Nominating Committee Organizational Procedures".	After the year-end, the Nomination Committee will evaluate the performance of each director and supervisor and report to the Board of Directors in accordance with the "Nomination Committee Organizational Procedures".
Managers	1.Company's annual operating results	The year-end bonus is determined by the president with reference to the annual operatingresults of the company.
	2.Personal Annual Performance	The manager's performance will be evaluated by the manager's supervisor in accordance with the annual work performance, and the evaluation items are as follows: A. Mastery of company goals and tasks B. Leadership C. Judgment D. Manager’sprofessional and continuingeducation

`（` 2 `）` Results of the Performance Assessment

1. Directors and Supervisors (Level 1 to 5, and 5 means the best.)

Title	Name	A. Mastery of company goals and tasks	B. Directors’ Responsibilities Awareness	C. Involvement in the company’s operations	D. Internal Relationship Management and Communication	E. Director’s professional and continuing education	F. Internal Control
Chairperson	HSIAO CHUN-HSIANG	5	5	5	5	5	5
Director	CHANG, YONG-NAN	5	4	5	5	5	5
Director	TSAI, MING-XI	5	5	5	4	5	5
Director	YU, CHU-XIN	5	5	4	5	5	5
Independent Director	CHEN, SHIH-HSIUNG	5	5	5	4	5	5
Independent Director	HSU, FENG-YUAN	5	5	5	5	5	4
Supervisor	LEE, WEN-YAO	5	4	5	5	5	5
Supervisor	LIN, KUO-HUA	5	5	5	4	5	5
Supervisor	LIANG, HSIN-YUNG	5	4	5	5	5	5

2. Managers (Level 1 to 5, and 5 means the best.)

Title	Name	A. Mastery of company goals and tasks	B. Leadership	C. Judgment	D. Manager’s professional and continuing education
President	CHEN, WEI-CHIH	5	5	5	5
Vice President	YEN, WEN-HUNG	5	5	4	4
COO	KU, FENG-KUEI	5	5	4	5
CFO	CHEN, YU-CHUAN	5	5	4	5

`（` 3 `）` Remuneration of Directors, Supervisors, General Manager, and Vice General Manager

1. Remuneration of Directors

Unit: NT$ thousands

Title	Name	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Relevant Remuneration Received by	Relevant Remuneration Received by	Relevant Remuneration Received by	Relevant Remuneration Received by	Directors Who are Also Employees	Directors Who are Also Employees	Directors Who are Also Employees	Directors Who are Also Employees	Ratio of Total Compensation (A+B+C+D+E+F+G ) to Net Income (%)	Ratio of Total Compensation (A+B+C+D+E+F+G ) to Net Income (%)	Com pens atio n Paid to Dire ctors from an Inve sted Com pan y Oth er than the Com pan y’s Subs idiar y
		Compensation(A)		Severance Pay(B) (`註`)		Bonus to Directors( C)		Allowances(D)				Salary, Bonuses, and Allowances (E)		Severance Pay (F) (`註`)		Profit Sharing- Employee Bonus (G)
		The company	Companies in the consolidated financial statements	The compan y	Companies in the consolidate d financial statements	The compan y	Companies in the consolidate d financial statements	The compan y	Companies in the consolidate d financial statements	The compan y	Companies in the consolidate d financial statements	The compan y	Companies in the consolidate d financial statements	The compan y	Companies in the consolidate d financial statements	The company		Companies in the consolidated financial statements		The company	Companie s in the consolidat ed financial statements
																Cash	Stock	Cash	Stock
Chairman	HSIAO CHUN-HSIUNG	3,361	4,024	0	0	1,167	1,167	70	70	2.09	2.39	0	0	0	0	0	0	0	0	2.09	2.39	NA
Director	CHANG, YONG-NAN	240	240	0	0	583	583	60	60	0.40	0.40	0	0	0	0	0	0	0	0	0.40	0.40	NA
Director	TSAI, MING-XI	240	240	0	0	583	583	70	70	0.41	0.41	0	0	0	0	0	0	0	0	0.41	0.41	NA
Director	YU, CHU-XIN	240	240	0	0	583	583	70	70	0.41	0.41	0	0	0	0	0	0	0	0	0.41	0.41	NA
Independent Director	CHEN, SHIH-HSIUNG	240	240	0	0	583	583	90	90	0.41	0.41	0	0	0	0	0	0	0	0	0.41	0.41	NA
Independent Director	HSU, FENG-YUAN	240	240	0	0	583	583	90	90	0.41	0.41	0	0	0	0	0	0	0	0	0.41	0.41	NA
1. Please describe the policy, system, criteria and structure for the payment of remuneration to independent directors, and the relevance of the amount of remuneration to the responsibilities, risks and time commitment of the directors: Please refer to pages 41 to 45 of this manual. 2. In addition to the above table,the remuneration received bythe directors of the Companyfor services rendered to all companies in the financial statements(e.g.,as consultants to non-employees)in the most recentyear: 0

Note: The amount of the provision of pension expense.

2. Remuneration of Supervisors

Unit: NT$ thousands

Title	Name			Remuneration	Remuneration			Ratio of Total Remuneration (A+B+C) to Net Income(%)	Ratio of Total Remuneration (A+B+C) to Net Income(%)	Compensation Paid to Supervisors from an Invested Company Other than the Company’s Subsidiary
		Compensation(A)		Compensation(B)		Allowances(C)
		The company	Companies in the consolidated financial statements	The company	Companies in the consolidated financial statements	The company	Companies in the consolidated financial statements	The company	Companies in the consolidated financial statements
Supervisor	LEE,WEN-YAO	240	240	583	583	70	70	0.41	0.41	None
Supervisor	LIN,KUO-HUA	240	240	583	583	70	70	0.41	0.41	None
Supervisor	LIANG,HSIN-YUNG	240	240	583	583	70	70	0.41	0.41	None

3. Remuneration of the Management

Unit: NT$ thousands

Title	Name	Salary(A)	Salary(A)	Severance Pay(B) (Note)	Severance Pay(B) (Note)	Bonuses and Allowances(C)	Bonuses and Allowances(C)	Employee Bonus(D)	Employee Bonus(D)	Employee Bonus(D)	Employee Bonus(D)	Ratio of total compensation (A+B+C+D) to net income (%)	Ratio of total compensation (A+B+C+D) to net income (%)	Compensation paid to the President and Vice President from an Invested Company Other Than the Company’s Subsidiary
		The company	Companies in the consolidated financial statements	The company	Companies in the consolidated financial statements	The company	Companies in the consolidated financial statements	The company		Companies in the consolidated financial statements		The company	Companies in the consolidated financial statements
								Cash	Stock	Cash	Stock
President	CHEN, WEI-CHIH	1,909	2,644	108	108	1,511	1,572	385	0	385	0	1.78	2.14	None
Vice President	YEN, WEN-HUNG	1,650	1,650	108	108	535	535	274	0	274	0	1.17	1.17	None
COO	KU, FENG-KUEI	1,590	1,590	95	95	582	582	285	0	285	0	1.16	1.16	None
CFO	CHEN, YU-CHUAN	1,398	1,398	97	97	505	505	281	0	281	0	1.04	1.04	`無`

Note: This is the amount provided for retirement pension expense.

`（` 4 `）` Relevance and reasonableness of performance evaluation results and salary and compensation

1.Director and Supervisor

(1) Compensation: The compensation is based on the degree of participation in the Company's operations and the value of contributions, as well as the market rate in the industry. Based on the results of the performance evaluation, the directors and supervisors of the Company have performed their duties with reasonable compensation.
(2) Remuneration: According to the Company's Articles of Incorporation, if the Company has annual net income before tax, no more than 2% shall be set aside as remuneration for directors and supervisors. 2% of the remuneration for directors and supervisors is NT$5,833,000, and the remuneration for individual directors and supervisors shall be allocated in proportion to their individual income bases, with one base each for good performance and special contribution to the Company's business. Except for the Chairman of the Board who makes special contributions to the Company's business due to his management position, the other directors and supervisors are allocated one base each.
(3) Allowance: The attendance fee is based on the actual number of board meetings and functional committees attended. The average attendance rate of the board (excluding supervisors) for 2020 reached 97.62%, and the average attendance rate of supervisors at the board of directors for 2020 was 100%.

2.Manager

(1) Salary: The salary is determined based on the duration of service, contribution and hard work, and with reference to the market rate in the industry. All of our managers are with management, business, and financial experience, and a certain level of performance in each of the performance indicators, so their salaries are reasonable.
(2) Bonuses: Year-end bonuses and operating bonuses. The year-end bonus for managers other than the general manager is based on monthly salary, payment base and performance appraisal base; the operating bonus for the general manager is based on 0.5% of the annual consolidated net income before tax. The operating performance of the Company and the performance of individuals are related to the bonus for managers.
(3) Employee compensation: According to the Company's Articles of Incorporation, 2% to 5% of the Company's annual net income before tax should be set aside as employee compensation, and the amount of individual manager's compensation will be granted depending on the annual performance. The remuneration to managers was 0.56% and 0.59% of net income after tax for FY2020 and FY2019, respectively, which is still within a reasonable range.

VIII. The Comparison Table of “Articles of Incorporation” before and after Amendments

After	Before	Description
Article 7 The Company’s shares are in the form of registered shares, which are signed or sealed by the director representing the Company and are issued by the competent authority or its approved issuing registrar. The shares issued by the Company may be issued without the printing of share certificates but shall be registered with the centralized securities depository.	Article 7 The Company’s shares are in the form of registered shares, which are signed or sealed by three or more directors ,and are issued by the competent authority or its approved issuing registrar. The shares issued by the Company may be issued without the printing of share certificates but shall be registered with the centralized securities depository.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 11 Unless otherwise provided by law, each shareholder is entitled to one vote for each share held.	Article 11 Unless otherwise provided in Article 179 of the Company Act, each shareholder is entitled to one vote for each share held.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 13 The Company shall have 6 to 12 Directors to be elected at the shareholders meeting from among thelist of candidates ,with the term of three years. The number of independent directors shall not be less than two and shall not be less than one-fifth of the number of directorships. The professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination and election, and other matters for compliance with respect to independent directors shall be prescribed by the competent authority. In accordance with Article 192-1 of the Company Act, the election of directors shall be conducted through a candidate nomination system. The acceptance of nominations of directors and the announcement of such nominations are governed by the provisions of the Company Act and the Securities and Exchange Act. The total shareholdings of all directors shall be in accordance with the regulations of the competent authority.	Article 13 The Company shall have 6 to 12 Directorsand 3 supervisors to be elected at the shareholders meeting from among theindividuals of legal capacity ,with the term of three years. The number of independent directors shall not be less than two and shall not be less than one-fifth of the number of directorships. The professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination and election, and other matters for compliance with respect to independent directors shall be prescribed by the competent authority. In accordance with Article 192-1and 216-1 of the Company Act, the election of directorsand supervisors shall be conducted through a candidate nomination system. The acceptance of nominations of directorsand supervisors and the announcement of such nominations are governed by the provisions of the Company Act and the Securities and Exchange Act. The total shareholdings of all directorsand supervisors shall be in accordance with the regulations of the competent authority.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 13-3 The Company shall establish an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of the entire number of independent directors, and the audit	(Newly added Article.)	Amended to meet the operational needs of the Company and to comply with laws and

After	Before	Description
committee or members of the audit committee shall be responsible for carrying out the duties and responsibilities of the supervisors under the Company Act, the Securities and Exchange Act and other laws and regulations.		regulations.
Article 14 The board of directors shall be organized by the directors, and a chairperson shall be elected by and from among the directors with the presence of at least two-thirds of the directors and the consent of a majority of the directors present. The Company’s board meeting shall be convened by notifying the directors seven days prior to the meeting. However, in case of emergency, the meeting may be convened at any time. The aforementioned notice shall be given in writing, by e-mail or by facsimile, stating the reason for the convening.	Article 14 The board of directors shall be organized by the directors, and a chairperson shall be elected by and from among the directors with the presence of at least two-thirds of the directors and the consent of a majority of the directors present. The Company’s board meeting shall be convened by notifying the directorsand supervisors seven days prior to the meeting. However, in case of emergency, the meeting may be convened at any time. The aforementioned notice shall be given in writing, by e-mail or by facsimile, stating the reason for the convening.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 15-3 When the number of vacancies in the board of directors of the Company equals to one third of the total number of directors, a re-election shall be held in accordance with the provisions of Article 201 of the Company Act, and the term of office shall be limited to the full term of the original appointment.	Article 15-3 When the number of vacancies in the board of directors of the Company equals to one third of the total number of directors, or in case all supervisors of the Company are discharged ,a re-election shall be held in accordance with the provisions of Article 201and Article 217-1 of the Company Act, and the term of office shall be limited to the full term of the original appointment.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 16 The Company may pay compensation to its directors for the performance of their duties to the Company, irrespective of its operating profit or loss, as determined by the board of directors in terms of their participation in and contribution to the operations of the Company and by taking into consideration industry rates. If the Company has a net profit before tax for the period, the compensation shall be distributed in compliance with Article 20 of the Company’s Articles of Incorporation. The Company may purchase liability insurance for directors during their term of office in respect of liabilities to which they are legally liable as a result of the performance of their business.	Article 16 The Company may pay compensation to its directorsand supervisors for the performance of their duties to the Company, irrespective of its operating profit or loss, as determined by the board of directors in terms of their participation in and contribution to the operations of the Company and by taking into consideration industry rates. If the Company has a net profit before tax for the period, the compensation shall be distributed in compliance with Article 20 of the Company’s Articles of Incorporation. The Company may purchase liability insurance for directorsand supervisors during their term of office in respect of liabilities to which they are legally liable as a result of the performance of their business.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 18 The Company’s fiscal year shall begin on January 1 and end on December 31 of each year, and the board of directors shall prepare and submit to the shareholders meeting for recognition the following forms:	Article 18 The Company’s fiscal year shall begin on January 1 and end on December 31 of each year, and the board of directors shall prepare and submit to the shareholders meeting for recognition the following formsafter submitting them to the supervisors for review 30 days prior	Amended to meet the operational needs of the Company and to comply with laws and regulations.

After	Before	Description
1. the annual business report; 2. the financial statements; or 3. the surplus earnings distribution or loss make-up proposal.	to the regular shareholders meeting : 1. the annual business report; 2. the financial statements; or 3. the surplus earnings distribution or loss make-up proposal.
Article 20 The Company shall set aside 2% to 5% of its annual net income before tax as compensation to employees and not more than 2% as compensation to directors. However, if the Company still has accumulated losses (including the amount of adjustments to undistributed earnings), the amount of compensation shall be reserved in advance to cover such losses. The aforementioned compensation to employees may be distributed in the form of shares or in cash; the employees entitled to receive such compensation may include employees of subsidiaries of the Company who meet the criteria set by the board of directors. The compensation to directors in the preceding paragraph may be distributed in cash only. The preceding two paragraphs shall be resolved by the board of directors and reported to the shareholders meeting.	Article 20 The Company shall set aside 2% to 5% of its annual net income before tax as compensation to employees and not more than 2% as compensation to directorsand supervisors . However, if the Company still has accumulated losses (including the amount of adjustments to undistributed earnings), the amount of compensation shall be reserved in advance to cover such losses. The aforementioned compensation to employees may be distributed in the form of shares or in cash; the employees entitled to receive such compensation may include employees of subsidiaries of the Company who meet the criteria set by the board of directors. The compensation to directorsand supervisors in the preceding paragraph may be distributed in cash only. The preceding two paragraphs shall be resolved by the board of directors and reported to the shareholders meeting.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 22 These Articles of Incorporation were established on January 20, 1988. (Paragraph 2 to 23 omitted.) The 24th amendment was made on May 28, 2020. The 25th amendment was made on May 27, 2021.	Article 22 These Articles of Incorporation were established on January 20, 1988. (Paragraph 2 to 23 omitted.) The 24th amendment was made on May 28, 2020. (newly added paragraph.)	Added the date of the latest amendment.

IX. The Comparison Table of “Rules of Procedure for Shareholders Meetings” before and after Amendments

After Before Description Article 3 Article 3 Amended to meet the (Paragraph 1 omitted.) (Paragraph 1 omitted.) operational needs of the The Company shall prepare electronic versions The Company shall prepare electronic versions Company of the shareholders meeting notice and proxy of the shareholders meeting notice and proxy and to forms, and the origins of and explanatory forms, and the origins of and explanatory comply with materials relating to all proposals, including materials relating to all proposals, including laws and proposals for ratification, matters for proposals for ratification, matters for regulations. deliberation, or the election or dismissal of deliberation, or the election or dismissal of directors, and upload them to the Market directors or supervisors, and upload them to the Observation Post System (MOPS) before 30 Market Observation Post System (MOPS) days before the date of a regular shareholders before 30 days before the date of a regular meeting or before 15 days before the date of a shareholders meeting or before 15 days before special shareholders meeting. The Company the date of a special shareholders meeting. The shall prepare electronic versions of the Company shall prepare electronic versions of shareholders meeting agenda and supplemental the shareholders meeting agenda and meeting materials and upload them to the supplemental meeting materials and upload MOPS before 21 days before the date of the them to the MOPS before 21 days before the regular shareholders meeting or before 15 days date of the regular shareholders meeting or before the date of the special shareholders before 15 days before the date of the special meeting. In addition, before 15 days before the shareholders meeting. In addition, before 15 date of the shareholders meeting, the Company days before the date of the shareholders shall also have prepared the shareholders meeting, the Company shall also have prepared meeting agenda and supplemental meeting the shareholders meeting agenda and materials and made them available for review supplemental meeting materials and made them by shareholders at any time. The meeting available for review by shareholders at any agenda and supplemental materials shall also be time. The meeting agenda and supplemental displayed at the Company and the professional materials shall also be displayed at the shareholder services agent designated thereby Company and the professional shareholder as well as being distributed on-site at the services agent designated thereby as well as meeting place. being distributed on-site at the meeting place. (Paragraph 3 omitted.) (Paragraph 3 omitted.) Election or dismissal of directors or supervisors, Election or dismissal of directors, amendments amendments to the Articles of Incorporation, to the Articles of Incorporation, reduction of reduction of capital, application for the approval capital, application for the approval of ceasing of ceasing its status as a public company, its status as a public company, approval of approval of competing with the company by competing with the company by directors, directors, surplus profit distributed in the form surplus profit distributed in the form of new of new shares, reserve distributed in the form of shares, reserve distributed in the form of new new shares, the dissolution, merger, or shares, the dissolution, merger, or demerger of demerger of the corporation, or any matter the corporation, or any matter under Article under Article 185, Paragraph 1 of the Company 185, Paragraph 1 of the Company Act, Article , Article Act shall be set out and the essential contents 26-1 and Article 43-6 of the Securities and -1 and Article 43-6 of the Securities and 1 and Article 43-6 of the Securities and -6 of the Securities and 6 of the Securities and explained in the notice of the reasons for Exchange Act, and Article 56-1 and Article 60-2 -1 and Article 60-2 1 and Article 60-2 -2 convening the shareholders meeting. None of of the Regulations Governing the Offering and the above matters may be raised by an Issuance of Securities by Securities Issuers shall shall extraordinary motion; the essential contents be set out and the essential contents explained may be posted on the website designated by the in the notice of the reasons for convening the competent authority in charge of securities shareholders meeting. None of the above affairs or the corporation, and such website shall be indicated in the above notice.

Election or dismissal of directors, amendments to the Articles 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, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, Paragraph 1 of the Company Act, Article , Article 26-1 and Article 43-6 of the Securities and -1 and Article 43-6 of the Securities and 1 and Article 43-6 of the Securities and -6 of the Securities and 6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 -1 and Article 60-2 1 and Article 60-2 -2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the corporation, and such website shall be indicated in the above notice.

After Before Description Where re-election of all directors as well as their inauguration date is stated in the notice of Where re-election of all directors and the reasons for convening the shareholders supervisors as well as their inauguration date is meeting, after the completion of the re-election stated in the notice of the reasons for convening in said meeting such inauguration date may not the shareholders meeting, after the completion be altered by any extraordinary motion or of the re-election in said meeting such otherwise in the same meeting. inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting. A shareholder holding one percent or more of the total number of issued shares may submit to A shareholder holding one percent or more of the Company a written proposal for discussion the total number of issued shares may submit to at a regular shareholders meeting. The number the Company a written proposal for discussion of items so proposed, however, is limited to one at a regular shareholders meeting. The number only, and no proposal containing more than one of items so proposed, however, is limited to one item will be included in the meeting agenda. In only, and no proposal containing more than one addition, when the circumstances of any item will be included in the meeting agenda, subparagraph of Article 172-1, Paragraph 4 of provided a shareholder proposal for urging the the Company Act apply to a proposal put corporation to promote public interests or fulfill forward by a shareholder, the board of directors its social responsibilities may still be included may exclude it from the agenda. A shareholder in the agenda by the board of directors. In may make a proposal for urging the corporation addition, when the circumstances of any to promote public interests or fulfill its social subparagraph of Article 172-1, Paragraph 4 of responsibilities in accordance with the relevant the Company Act apply to a proposal put - provisions of Article 172 1 of the Company Act, forward by a shareholder, the board of directors and any proposal exceeding one shall not be may exclude it from the agenda. included in the agenda. (Paragraph 7 omitted.) (Paragraph 7 omitted.) Shareholder-submitted proposals are limited to 300 words, and no proposal containing more Shareholder-submitted proposals are limited to than 300 words will be included in the meeting 300 words, and no proposal containing more agenda. The shareholder making the proposal than 300 words will be included in the meeting shall be present in person or by proxy at the agenda. The shareholder making the proposal regular shareholders meeting and take part in shall be present in person or by proxy at the discussion of the proposal. regular shareholders meeting and take part in discussion of the proposal. (Paragraph 9 omitted.) (Paragraph 9 omitted.) Article 6 Article 6 Amended to meet the (Paragraph 1 to 4 omitted.) (Paragraph 1 to 4 omitted.) operational needs of the The Company shall furnish attending The Company shall furnish attending Company shareholders with the meeting agenda book, shareholders with the meeting agenda book, and to annual report, attendance card, speaker’s slips, annual report, attendance card, speaker’s slips, comply with voting slips, and other meeting materials. voting slips, and other meeting materials. laws and Where there is an election of directors, Where there is an election of directors or regulations. pre-printed ballots shall also be furnished. supervisors, pre-printed ballots shall also be furnished. (Paragraph 6 omitted.) (Paragraph 6 omitted.) Article 7 Article 7 Amended to meet the (Paragraph 1 to 2 omitted.) (Paragraph 1 to 2 omitted.) operational needs of the It is advisable that shareholders meetings It is advisable that shareholders meetings Company

After	Before	Description
convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors 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. (Paragraph 4 omitted.)	convened by the board of directors be chaired by the 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. (Paragraph 4 omitted.)	and to comply with laws and regulations.
Article 8 The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. (Paragraph 2 omitted.)	Article 8 The Company shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. (Paragraph 2 omitted.)	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 10 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast oneach separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. (Omitted below.)	Article 10 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast oneach separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. (Omitted below.)	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 13 (Paragraph 1 to 4 omitted.) Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.The results of shareholders’ affirmative, negative and abstaining votes shall be entered into the Market Observation Post System on the date of the shareholders’ meeting. (Paragraph 6 to 8 omitted.)	Article 13 (Paragraph 1 to 4 omitted.) Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.At the time of a vote, for each proposal, the chair or a person designated by the chair shall announce the total number of voting rights represented by the attending shareholders. (Paragraph 6 to 8 omitted.)	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 14 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced bythe chair on the site.	Article 14 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directorsand supervisors and the numbers of votes with which they were elected,shall be announced bythe chair on the	Amended to meet the operational needs of the Company and to comply with laws and

After	Before	Description
(Paragraph 2 omitted.)	site. (Paragraph 2 omitted.)	regulations.
Article 15 (Paragraph 1 to 2 omitted.) The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the election results in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.	Article 15 (Paragraph 1 to 2 omitted.) The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclosethe number of voting rights won by each candidate in the event of an election of directorsor supervisors .The minutes shall be retained for the duration of the existence of the Company.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 20 These Rules were established on June 21, 2002. (Paragraph 1 to 5 omitted.) The 5th amendment was made on May 28, 2020. The 6th amendment was made on May 27, 2021.	Article 20 These Rules were established on June 21, 2002. (Paragraph 1 to 5 omitted.) The 5th amendment was made on May 28, 2020. (Newly added paragraph.)	Added the date of the latest amendment.

X. The Comparison Table of “Procedures for Election of Directors and Supervisors” before and after Amendments

and after Amendments
After	Before	Description
Sanitar Co., Ltd. Procedures for Election of Directors	Sanitar Co., Ltd. Procedures for Election of Directors and Supervisors	Amended to meet the operational needs of the Company and to comply with laws and regulations.

After		Description
Article 1 To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”.	Article 1 To ensure a just, fair, and open election of directorsand supervisors ,these Procedures are adopted pursuant to Articles 21 and 41 of the “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 2 Except as otherwise provided by law and regulation or by the Company’s Articles of Incorporation, elections of directors shall be conducted in accordance with these Procedures.	Article 2 Except as otherwise provided by law and regulation or by the Company’s Articles of Incorporation, elections of directorsand supervisors shall be conducted in accordance with these Procedures.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 4 (Deleted.)	Article 4 Supervisors of the Company shall meet the following qualifications: 1. Integrity and a practical attitude. 2. Impartial judgment. 3. Professional knowledge. 4. Broad experience. 5. Ability to read financial statements. In addition to the requirements of the preceding paragraph, at least one among the supervisors of the Company must be an accounting or finance professional. Appointments of supervisors shall be made with reference to the provisions on independence contained in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, in order to select appropriate supervisors to help strengthen the corporation’s risk management and control of finance and operations. At least one supervisor position must be held by a person having neither a spousal relationship nor a relationship within the second degree of kinship with any other supervisor or with any director. A supervisor may not serve concurrently as the director, managerial officer, or any other	Amended to meet the operational needs of the Company and to comply with laws and regulations.

After	Before	Description
	employee of the Company, and at least one of the supervisors must be domiciled in the Republic of China to be able to promptly fulfill the functions of supervisor.
Article4 (Omitted.)	Article5 (Omitted.)	Adjusted the Article number.
Article5 Elections of directors at the Company shall be conducted in accordance with thecandidate nomination system set forth in Article 192-1 of the Company Act . (Paragraph 2 omitted.) When the number of independent directors falls below that required under the proviso of Article 14-2, Paragraph 1 of the Securities and Exchange Act, a re-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a re-election to fill the vacancies. (Deleted.)	Article6 Elections ofboth directorsand supervisors at the Company shall be conducted in accordance with theArticles of Incorporation. The Company shall review the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to nominee directors and supervisors and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors and supervisors will be elected. (Paragraph 2 omitted.) When the number of independent directors falls below that required under the proviso of Article 14-2, Paragraph 1 of the Securities and Exchange Act, Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, and Article 8 of the “Standards for Determining Unsuitability for TPEx Listing under Article 10, Paragraph 1 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx” , a re-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a re-election to fill the vacancies. When the number of supervisors falls below that required under the Company’s Articles of Incorporation, a re-election shall be held at the next shareholders meeting to fill the vacancy. When the supervisors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a re-election to fill the vacancies.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article6 The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among	Article7 The cumulative voting method shall be used for election of the directorsand supervisors at the Company. Each share will have voting rights in number equal to the directorsor supervisors to be elected,and maybe cast for a	Amended to meet the operational needs of the Company and to comply with laws and

After	Before	Description
multiple candidates.	single candidate or split among multiple candidates.	regulations.
Article7 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.	Article8 The board of directors shall prepare separate ballots for directorsor supervisors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article8 The number of directors will be as specified in the Company’s Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.	Article9 The number of directorsand supervisors will be as specified in the Company’s Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article9 (Omitted.)	Article10 (Omitted.)	Adjusted the Article number.
Article 11 (Deleted.)	Article 11 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.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 12 (Deleted.)	Article 12 The votes of directors are counted separately for the election of independent directors and non-independent directors.	Amended to meet the operational needs of the Company and to comply

After	Before	Description
		with laws and regulations.
Article 10 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared bya person with the right to convene . 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballot does not conform tothe director candidate list . 5. Other words or marks are entered in addition to the number of voting rights allotted. 6. (Deleted.)	Article 13 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by the board of directors. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballotis a shareholder, but the candidate’s account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate’s name and identity card number do not match. 5. Other words or marks are entered in addition tothe candidate’s account name or shareholder account number (or identity card number) and the number of voting rights allotted. 6. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site. (Paragraph 2 omitted.)	Article 14 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directorsand supervisors and the numbers of votes with which they were elected, shall be announced by the chair on the site. (Paragraph 2 omitted.)	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 15 (Deleted.)	Article 15 If the provisions of Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act are not met, the election shall be deemed ineffective.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 12 The board of directors of the Company shall issue notifications to the persons elected as directors.	Article 16 The board of directors of the Company shall issue notifications to the persons elected as directorsand supervisors, separately .	Amended to meet the operational needs of the Company and to comply with laws and regulations.

After	Before	Description
Article 13 (Omitted.)	Article 17 (Omitted.)	Adjusted the Article number.
Article 14 (Omitted.)	Article 18 (Omitted.)	Adjusted the Article number.
Article 15 These Procedures were established on June 29, 2010. (Paragraph 2 omitted.) The 2nd amendment was made on June 17, 2015. The 3rd amendment was made on May27, 2021.	Article 19 These Procedures were established on June 29, 2010. (Paragraph 2 omitted.) The 2nd amendment was made on June 17, 2015. (Newly added paragraph.)	1.Adjusted the Article number. 2. Added the date of the latest amendment.

XI. Comparison Table of “Regulations Governing the Acquisition and Disposal of Assets” Amended Provisions

Amended Provisions
Amended Provisions	Current Provisions	Description
Article 5 If the Company’s acquiring or disposing of assets should be approved by the board of directors in accordance with the Procedure or other legal requirements, the Company shall send the information on the dissenting opinions of the Directors to the members of theAudit Committee if there is a record or written statement of dissenting opinions from the Directors. When the transaction of acquisition or disposal of assets is submitted to the board of directors for discussion in accordance with the preceding paragraph, the opinions of each independent director shall be fully considered. Major assets or derivative transactions of the Company shall be approved by at least one-half of all members of the Audit Committee and submitted to the Board of Directors for resolution. If the preceding transaction is not approved by more than one-half of all members of the Audit Committee, it may be approved by two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors'meeting. All members of the Audit Committee referred to in Item 3 and all directors referred to in the preceding item shall be counted as those who are actually in office.	Article 5 If the Company’s acquiring or disposing of assets should be approved by the board of directors in accordance with the Procedure or other legal requirements, the Company shall send the information on the dissenting opinions of the Directors to the members of thesupervisors if there is a record or written statement of dissenting opinions from the Directors. When the transaction of acquisition or disposal of assets is submitted to the board of directors for discussion in accordance with the preceding paragraph, the opinions of each independent director shall be fully considered. Paragraph established. Paragraph established. Paragraph established.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 12 (Paragraph 1 was omitted.) II. Assessment and Operating Procedures The following material of the Company’s acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company’s total assets, or NT$300 million or more, excluding trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, shall be approved by at leastone-half of all members of the Audit Committee and shall be submitted to the Board for resolution ,then the Company may execute the transaction contract and makepayment:	Article 12 (Paragraph 1 was omitted.) II. Assessment and Operating Procedures The following material of the Company’s acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company’s total assets, or NT$300 million or more, excluding trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, shall be approved by the Board and the supervisor, then the Company may execute the transaction contract and make payment: 1. The purpose, necessity and expected benefits of the acquisition or disposal of the assets.	Amended to meet the operational needs of the Company and to comply with laws and regulations.

Amended Provisions	Current Provisions	Description
1. The purpose, necessity and expected benefits of the acquisition or disposal of the assets. 2. The reasons for selecting the related party as the counterparty of the transaction. 3. Information related to the acquisition of real estate or its right-to-use assets from the related party and the assessment of the reasonableness of the transaction terms in accordance with the provisions of Provision 1-5 of paragraph 3 of the Article. 4. Information of the date and price of the original acquisition by the related party, the parties to the transaction, and their relationship with the Company and the related party. 5. A cash flow forecast for each month of the year commencing from the month in which the contract is expected to be entered into, and an assessment of the necessity of the transaction and the reasonableness of the use of funds. 6. The valuation report issued by the professional Appraiser obtained in accordance with the preceding paragraph, or the opinion of the accountant. 7. Restrictions and other important provisions of the transaction. The amount of transactions above shall be calculated as regulated in article 16-2, and “Within the preceding year” as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with the Policy andapproved by Auditor Committee and the Board need not be counted toward the transaction amount. With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company’s board of directors may pursuant to Article 7 delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting: 1. Acquisition or disposal of equipment or right-of-use assets thereof held for business use.	2. The reasons for selecting the related party as the counterparty of the transaction. 3. Information related to the acquisition of real estate or its right-to-use assets from the related party and the assessment of the reasonableness of the transaction terms in accordance with the provisions of Provision 1-5 of paragraph 3 of the Article. 4. Information of the date and price of the original acquisition by the related party, the parties to the transaction, and their relationship with the Company and the related party. 5. A cash flow forecast for each month of the year commencing from the month in which the contract is expected to be entered into, and an assessment of the necessity of the transaction and the reasonableness of the use of funds. 6. The valuation report issued by the professional Appraiser obtained in accordance with the preceding paragraph, or the opinion of the accountant. 7. Restrictions and other important provisions of the transaction. The amount of transactions above shall be calculated as regulated in article 16-2, and “Within the preceding year” as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with the Policy and approved by the Supervisor and the Board need not be counted toward the transaction amount. With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company’s board of directors may pursuant to Article 7 delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting: 1. Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 2. Acquisition or disposal of real property right-of-use assets held for business use. When a matter is submitted for discussion by the board of directors, the board of directors shall take into full

Amended Provisions	Current Provisions	Description
2. Acquisition or disposal of real property right-of-use assets held for business use. When a matter is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. III. Assessment of the Reasonability of Transaction Cost 1. As acquiring real property or right-of-use assets thereof from a related party, the Company shall evaluate the reasonableness of the transaction costs by the following means: 1. Based upon the related party’s transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance. 2. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution’s appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties. 2. Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. 3. As acquiringrealpropertyor	consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. III. Assessment of the Reasonability of Transaction Cost 1. As acquiring real property or right-of-use assets thereof from a related party, the Company shall evaluate the reasonableness of the transaction costs by the following means: 1. Based upon the related party’s transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance. 2. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution’s appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties. 2. Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. 3. As acquiring real property or right-of-use assets thereof from a related party and appraising the cost of the real property or right-of-use assets thereof in accordance with the preceding two paragraphs, the Company shall also engage a CPA to check the appraisal and render a specific opinion. 4. Where the Companyacquires real

Amended Provisions	Current Provisions	Description
right-of-use assets thereof from a related party and appraising the cost of the real property or right-of-use assets thereof in accordance with the preceding two paragraphs, the Company shall also engage a CPA to check the appraisal and render a specific opinion. 4. Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding article, and the preceding three paragraphs do not apply: 1. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift. 2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction. 3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company’s own land or on rented land. 4. The real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. 5. When the results of the Company’s appraisal conducted in accordance with paragraph 1 and paragraph 2 of the Article are uniformly lower than the transaction price, the matter shall be handled in compliance with paragraph 6-8 of the provision. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional realpropertyappraiser	property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding article, and the preceding three paragraphs do not apply: 1. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift. 2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction. 3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company’s own land or on rented land. 4. The real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. 5. When the results of the Company’s appraisal conducted in accordance with paragraph 1 and paragraph 2 of the Article are uniformly lower than the transaction price, the matter shall be handled in compliance with paragraph 6-8 of the provision. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply: 1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: (1) Where undeveloped land is appraised in accordance with the means in the

Amended Provisions	Current Provisions	Description
and a CPA have been obtained, this restriction shall not apply: 1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: (1) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party’s construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The “Reasonable construction profit” shall be deemed the average gross operating profit margin of the related party’s construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. (2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices. 2. Where the Company acquiring real property or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size byunrelated	preceding Article, and structures according to the related party’s construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The “Reasonable construction profit” shall be deemed the average gross operating profit margin of the related party’s construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. (2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices. 2. Where the Company acquiring real property or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction;within the

Amended Provisions	Current Provisions	Description
parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof. 6. Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two articles are uniformly lower than the transaction price, the following steps shall be taken: 1. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Security Transaction Act against the difference between the real property transaction price and the appraised cost and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Security Transaction Act shall be set aside pro rata in a proportion consistent with the share of the company’s equity stake in the other company. 2. Independent director of the Auditor Committee shall comply with Article 218 of the Company Act.	preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof. 6. Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding 1-5 provisions are uniformly lower than the transaction price, the following steps shall be taken: 1. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Security Transaction Act against the difference between the real property transaction price and the appraised cost and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Security Transaction Act shall be set aside pro rata in a proportion consistent with the share of the company’s equity stake in the other company. 2. Supervisors shall comply with Article 218 of the Company Act. Where an audit committee has been established in accordance with the provisions of the Act, the preceding part of this subparagraph shall apply mutatis mutandis to the independent director members of the audit committee. 3. Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. 7. The Company shall set aside a special reserve under the preceding paragraph and may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored,or there is other evidence

Amended Provisions Current Provisions Description 3. Actions taken pursuant to the confirming that there was nothing preceding two subparagraphs unreasonable about the transaction, shall be reported to a and the FSC has given its consent. shareholders meeting, and the 8. As obtaining real property or details of the transaction shall be right-of-use assets thereof from a disclosed in the annual report related party, the Company shall also and any investment prospectus. comply with the preceding two 7. The Company shall set aside a paragraphs if there is other evidence special reserve under the preceding indicating that the acquisition was not paragraph and may not utilize the an arms length transaction. special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. 8. As obtaining real property or right-of-use assets thereof from a related party, the Company shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms length transaction. Article 23 Article 23 Amended to This procedure shall be approved by at These procedures shall be approved by the meet the least one-half of all members of the Audit one-half of all members of the Audit -half of all members of the Audit half of all members of the Audit Board of Directors and sent to the supervisors operational Committee and submitted to the Board of and submitted to the shareholders' meeting for needs of the Directors for resolution, and then submitted to resolution, and then submitted to , and then submitted to and then submitted to approval, and the same applies to amendments. If Company the shareholders' meeting for approval before any director expresses dissenting opinion and and to implementation. If any director expresses there is a record or written statement, the comply with dissenting opinion and there is a record or Company shall send the information of the laws and written statement, the Company shall send the dissenting opinion to each supervisor. regulations.

This procedure shall be approved by at least one-half of all members of the Audit one-half of all members of the Audit -half of all members of the Audit half of all members of the Audit Committee and submitted to the Board of Directors for resolution, and then submitted to resolution, and then submitted to , and then submitted to and then submitted to the shareholders' meeting for approval before implementation. If any director expresses dissenting opinion and there is a record or written statement, the Company shall send the information on the dissenting opinion of the directors to each member of the Audit Committee.

The paragraph was newly added.

If the preceding item is not approved by more than one-half of all members of the Audit Committee, it may be approved by two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors' meeting.

When this procedure is submitted to the Board of Directors for discussion in accordance with preceding regulations, the opinions of the independent directors shall be fully considered. Any dissenting opinions or reservations of the independent directors shall be recorded in the minutes of the Board of Directors' meeting. The paragraph was newly added.

When this procedure is submitted to the Board of Directors for discussion in accordance with the regulations, the opinions of the independent directors shall be fully considered. Any dissenting opinions or reservations of the independent directors shall be recorded in the minutes of the Board of Directors' meeting. All members of the Audit Committee and all directors referred to in the first three items shall be counted as those who are actually in

	Amended Provisions	Current Provisions	Description
	office.
	Article 24 The handling procedure was established on June 29, 2010. (Paragraph 2, 3, 4, 5 and 6 were omitted.) The 6thamendment was made on June 20, 2019. The 7thamendment was made on May 27, 2021.	Article 24 The handling procedure was established on June 29, 2010. (Paragraph 2, 3, 4, 5 and 6 were omitted.) The 6thamendment was made on June 20, 2019. The paragraph was newly added.	Added the date of the latest amendment.

XII. Comparison Table of “Operational Procedures for Loaning Funds to Others” Amended Provisions

Provisions
Amended Provisions	Current Provisions	Description
Article 2 (Above omitted) The term “short-term” as used in the preceding paragraph means one year, orwhere the company’s operating cycle exceeds one year, one operating cycle .The term “financing amount” means the cumulative balance of the public company’s short-term financing. (Below omitted)	Article 2 (Above omitted) The term “short-term” as used in the preceding paragraph means one year. The term “financing amount” means the cumulative balance of the public company’s short-term financing. (Below omitted)	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 8 (Above omitted) As the loans of funds of the Company reach one of the following levels, the Company shall announce and report such event within two days commencing immediately from the date of occurrence: 1. The aggregate balance of loans to others by the Company and the subsidiaries reaches 20 percent or more of the Company’s net worth as stated in its latest financial statement. 2. The balance of loans by the Company and the subsidiary to a single enterprise reaches 10 percent or more of the public company’s net worth as stated in its latest financial statement. 3. The amount of new loans of funds by the Company or the subsidiaries reaches NT$10 million or more and reaches 2 percent or more of the public company’s net worth as stated in its latest financial statement. (Below omitted)	Article 8 (Above omitted) As the loans of funds of the Companyor the balance of the loans reach one of the following levels, the Company shall announce and report such event within two days commencing immediately from the date of occurrence: 1. The aggregate balance of loans to others by the Company and the subsidiaries reaches 20 percent or more of the Company’s net worth as stated in its latest financial statement. 2. The balance of loans by the Company and the subsidiary to a single enterprise reaches 10 percent or more of the public company’s net worth as stated in its latest financial statement. 3. The amount of new loans of funds by the Company or the subsidiaries reaches NT$10 million or more and reaches 2 percent or more of the public company’s net worth as stated in its latest financial statement. (Below omitted)	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 9 (Above omitted) 6. The Company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify theAudit Committee in writing of any material violation found. 7. If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds the limit, a public company shall adopt rectification plans and submit the rectification plans to theAudit Committee ,and shall complete the rectification according to the timeframe set out in the plan.	Article 9 (Above omitted) 6. The Company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Supervisors and Independent Directors in writing of any material violation found. 7. If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds the limit, a public company shall adopt rectification plans and submit the rectification plans to t theSupervisors and Independent Directors ,and shall complete the rectification according to the timeframe set out in the plan. 8. If the Company has established an audit	Amended to meet the operational needs of the Company and to comply with laws and regulations.

Amended Provisions	Current Provisions	Current Provisions	Description
		committee, the provisions of Items 6 and 7 regarding the supervisor shall apply to the audit committee.
Article 10 (Above omitted) 4. The internal auditors of the subsidiaries shall also audit, at least quarterly, the procedures for lending funds to others and their execution and make written records of such audits. If any material irregularities are found, the auditors shall immediately notify the Company's auditing unit in writing, and the Company's auditing unit shall send the written information to each independent director of theAudit Committee . The paragraph is deleted. 5. When the Company's auditors conduct audits of subsidiaries in accordance with the annual audit plan, they should also understand the implementation of the subsidiaries' procedures for lending funds to others, and if any deficiencies are found, they should continue to follow up on their improvement and make follow-up reports.	Article 10 (Above omitted) 4. The internal auditors of the subsidiaries shall also audit, at least quarterly, the procedures for lending funds to others and their execution and make written records of such audits. If any material irregularities are found, the auditors shall immediately notify the Company's auditing unit in writing, and the Company's auditing unit shall send the written information to each independent director of theSupervisors and Independent Directors . 5. If the Company has established an audit committee, the provisions of Item 4 regarding the supervisor shall apply to the audit committee. 6. When the Company's auditors conduct audits of subsidiaries in accordance with the annual audit plan, they should also understand the implementation of the subsidiaries' procedures for lending funds to others, and if any deficiencies are found, they should continue to follow up on their improvement and make follow-up reports.		Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 12 This procedure should be approved by at leastone-half of all members of the Audit Committee and submitted to the Board of Directors for resolution, and then submitted to the shareholders' meeting for approval before implementation. If any director expresses dissenting opinions and there are records or written statements, the Company should send the dissenting opinions to eachindependent director of theAudit Committee and submit them to the shareholders' meeting for discussion, and the same applies to amendments. The paragraph is deleted. The paragraph is deleted. If the preceding item is not approved by more than one-half of all members of the Audit Committee, it may be approved by two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors' meeting. All members of the Audit Committee	Article 12 After the Board of Directors' approval, the Procedures shall be sent toeach supervisor and submitted to the shareholders' meeting for approval. If any director expresses dissenting opinions and there is a record or written statement, the Company shall send the dissenting opinions toeach supervisor and submit them to the shareholders' meeting for discussion, and the same applies to any amendment. When submitting this procedure to the Board of Directors for discussion in accordance with the preceding paragraph, the opinions of the independent directors shall be fully considered, and any dissenting opinions or reservations of the independent directors shall be set forth in the minutes of the Board of Directors'meeting. If the Company has established an Audit Committee, the establishment or amendment of these Procedures shall be approved by at least one-half of all members of the Audit Committee and submitted to the Board of Directors for resolution, and the second provision shall not apply. If theprecedingitem is not approved by		Amended to meet the operational needs of the Company and to comply with laws and regulations.

	Amended Provisions	Current Provisions	Description
	referred to in thepreceding two paragraphs and all directors referred to in the preceding paragraph shall be counted as those are actually in office.	more than one-half of all members of the Audit Committee, it may be approved by two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors' meeting. All members of the Audit Committee referred to in theparagraph 3 and all directors referred to in the preceding paragraph shall be counted as those are actuallyin office.
	Article 13 The operating procedure was established on June 29, 2010. (Paragraph 2, 3 and 4 were omitted.) The 4thamendment was made on June 20, 2019. The 5thamendment was made on May 27, 2021.	Article 13 The operating procedure was established on June 29, 2010. (Paragraph 2, 3 and 4 were omitted.) The 4thamendment was made on June 20, 2019. The paragraph was newly added.	Added the date of the latest amendment.

XIII. Comparison Table of “Operational Procedures for Endorsements / Guarantees” Amended Provisions

Provisions
Amended Provisions	Current Provisions	Description
Article 4 The Company may make endorsements/guarantees for the following companies: 1. A company with which it does business. 2. A company in which the public company directly and indirectly holds more than 50 percent of the voting shares. 3. A company that directly and indirectly holds more than 50 percent of the voting shares in the public company. Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements/guarantees may not exceed 10% of the net worth of the public company, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the public company holds, directly or indirectly, 100% of the voting shares. Where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other, such endorsements/guarantees may be made free of the restriction of the precedingtwo paragraphs. Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the Company, or through a company in which the Company holds 100% of the voting shares.	Article 4 The Company may make endorsements/guarantees for the following companies: 1. A company with which itmaintains business relationship . 2. A company in which the public company directly and indirectly holds more than 50 percent of the voting shares. 3. A company that directlyor indirectly holds more than 50 percent of the voting shares in the public company. Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements/guarantees may not exceed 10% of the net worth of the public company, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the public company holds, directly or indirectly, 100% of the voting shares. Where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other, such endorsements/guarantees may be made free of the restriction of the preceding paragraph. Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the Company, or through a company in which the Company holds 100% of the votingshares.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 7 (above omitted) 3. The Company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all theAudit Committee in writing of any material violation found. 4. Where as a result of changes of condition the entityfor which an	Article 7 (above omitted) 3. The Company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all the supervisors and Independent Directors in writing of any material violation found. 4. Where as a result of changes of condition the entityfor which an	Amended to meet the operational needs of the Company and to comply with laws and regulations.

Amended Provisions	Current Provisions	Description
endorsement/guarantee is made no longer meets the requirements of these Regulations, or the amount of endorsement/guarantee exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to Audit Committee ,and shall complete the rectification according to the timeframe set out in the plan. 5. When the Company or its subsidiaries endorse guarantees for subsidiaries whose net worth is less than one-half of the paid-in capital, the Company's internal auditors shall, in addition to the foregoing, audit the endorsement and guarantee procedures and their implementation at least quarterly and make written records, and notify theAudit Committee in writing if any material irregularities are found. 6. In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital in the calculation under subparagraph 11 of the preceding paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted. Paragraph Deleted.	endorsement/guarantee is made no longer meets the requirements of these Regulations, or the amount of endorsement/guarantee exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to all thesupervisors and Independent Directors ,and shall complete the rectification according to the timeframe set out in the plan. 5. When the Company or its subsidiaries endorse guarantees for subsidiaries whose net worth is less than one-half of the paid-in capital, the Company's internal auditors shall, in addition to the foregoing, audit the endorsement and guarantee procedures and their implementation at least quarterly and make written records, and notify the supervisors and Independent Directors in writing if any material irregularities are found. 6. In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital in the calculation under subparagraph 11 of the preceding paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted. 7. If the Company has established an audit committee, the provisions of items 3, 4 and 5 regarding the supervisors shall apply to the audit committee.

Article 9 (Above omitted) 4. The subsidiary’s auditors shall audit the Operational Procedures for Endorsements/Guarantees for Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify theAudit Committee in writing of any material violation found. Paragraph Deleted. 5. When the Company's auditors conduct audits of subsidiaries in accordance with the annual audit plan, they should also understand the implementation of the subsidiaries' procedures for endorsement and guarantee of others, and if any deficiencies are found, they should continuously follow up on their improvement and make follow-up reports. 6. The provisions of this Article may be adjusted or amended according to the nature of the Company's industry and actual needs(includingbut not limited to	Article 9 (Above omitted) 4. The subsidiary’s auditors shall audit the Operational Procedures for Endorsements/Guarantees for Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify thesupervisors and Independent Directors in writing of any material violation found. 5. If the Company has established an audit committee, the provisions of Item 4 regarding the supervisor shall apply to the audit committee. 6. When the Company's auditors conduct audits of subsidiaries in accordance with the annual audit plan, they should also understand the implementation of the subsidiaries' procedures for endorsement and guarantee of others, and if any deficiencies are found, they should continuously follow up on their improvement and make follow-up reports. 7. The provisions of this Article may be adjusted or amended accordingto the	Amended to meet the operational needs of the Company and to comply with laws and regulations.

Amended Provisions	Current Provisions	Description
changes in laws and regulations).	nature of the Company's industry and actual needs (including but not limited to changes in laws and regulations).
Article 14 This procedure should be approved by at leastone-half of all members of the Audit Committee and submitted to the Board of Directors for resolution, and then submitted to the shareholders' meeting for approvalbefore implementation .If any director expresses dissenting opinions and there are records or written statements, the Company should send the dissenting opinions to eachindependent director of theAudit Committee and submit them to the shareholders' meeting for discussion, and the same applies to amendments. Paragraph Deleted. Paragraph Deleted. If the preceding item is not approved by more than one-half of all members of the Audit Committee, it may be approved by two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors' meeting. All members of the Audit Committee referred to in the precedingtwo paragraphs and all directors referred to in the preceding paragraph shall be counted as actually ones in office.	Article 14 After being approved by the Board, the Procedures shall be sent to thesupervisor and submitted to the shareholders' meeting for approval. If any director expresses dissenting opinions and there is a record or written statement, the Company shall send the dissenting opinions to thesupervisor and submit them to the shareholders' meeting for discussion, and the same applies to any amendment. In accordance with the foregoing provisions, when these Procedures are submitted to the Board of Directors for discussion, the opinions of the independent directors shall be fully considered, and any dissenting opinions or reservations of the independent directors shall be set forth in the minutes of the Board of Directors'meeting. If the Company has established an Audit Committee, the establishment or amendment of these Procedures shall be approved by at least one-half of all members of the Audit Committee and submitted to the Board of Directors for resolution, and the second provision shall not apply. If the preceding item is not approved by more than one-half of all members of the Audit Committee, it may be approved by two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors' meeting. All members of the Audit Committee referred to in the paragraph3 and all directors referred to in the preceding paragraph shall be counted as actuallyones in office.	Amended to meet the operational needs of the Company and to comply with laws and regulations.
Article 15 The operating procedure was established on June 29, 2010. (Paragraph 2, 3 and 4 were omitted.) The 4thamendment was made on June 20, 2019. The 5thamendment was made on May 27, 2021.	Article 15 The operating procedure was established on June 29, 2010. (Paragraph 2, 3 and 4 were omitted.) The 4thamendment was made on June 20, 2019. The paragraph was newly added.	Added the date of the latest amendment.

Appendix

I. Articles of Incorporation

Sanitar Co., Ltd.

Articles of Incorporation

Chapter I General Principles

Article 1 The Company is organized under the Company Act and is named Sanitar

Co., Ltd.

Article 2 The Company’s scope of business:
C901010 Ceramic and Ceramic Products Manufacturing.
C901070 Cutting, Shaping and Finishing of Stone.
C805030 Plastic Daily Necessities Manufacturing.
F106050 Wholesale of Pottery, Porcelain and Glassware.
E801070 Kitchen and Bath Facilities Construction.
F106040 Wholesale of Plumbing Materials.
F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures.
F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures.
F211010 Retail Sale of Building Materials.
CA01130 Copper Rolling, Drawing and Extruding.
F401021 Restrained Telecom Radio Frequency Equipment and Materials Import.
F111090 Wholesale of Building Materials.
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2-2

The Company may conduct external guarantee business in accordance with the relevant regulations for business purposes.

Article 3 The Company has its headquarters in New Taipei City and may establish branches in Taiwan and abroad if necessary by resolution of the board of directors.

Article 3-1

The total amount of the Company’s investments in other businesses shall not exceed 40% of the Company’s paid-in capital as provided for in Article 13 of the Company Act.

Article 4 (Deleted)

		Chapter II Shares
Article	5	The total capital of the Company is set at NT$1 billion, divided into 100
		million shares, all of which are common shares of NT$10 per share, to be
		issued in installments by authorization of the board of directors.
		The aforementioned total capital is reserved in the amount of NT$30
		million (3 million shares) for the issuance of stock warrants, which may be
		issued in installments as resolved by the board of directors.
Article	5-1	To transfer shares to employees at less than the average actual share
		repurchase price, the Company must have obtained the consent of at least
		two-thirds of the voting rights present at the most recent shareholders
		meeting attended by shareholders representing a majority of total issued
		shares, and must have listed the matters stipulated in Article 10-1 of the
		“Regulations Governing Share Repurchase by Exchange-Listed and
		OTC-Listed Companies” in the notice of reasons for that shareholders
		meeting before the transfer is made.

Article 6 (Deleted) Article 7 The Company’s shares are in the form of registered shares, which are signed or sealed by three or more directors, and are issued by the competent authority or its approved issuing registrar. The shares issued by the Company may be issued without the printing of share certificates, but shall be registered with the centralized securities depository.
Article 8 The entries in the shareholders’ roster shall not be altered within 60 days prior to the convening date of a regular shareholders meeting, or within 30 days prior to the convening date of a special shareholders meeting, or within 5 days prior to the target date fixed by the Company for distribution of dividends, bonus or other benefits.

Article	8-1	Unless otherwise provided by law, the shareholders of the Company shall
		follow the “Regulations Governing the Administration of Shareholder
		Services of Public Companies” promulgated by the competent authorities
		for the transfer of shares, creation and cancellation of pledges, reporting of

loss, inheritance, gift, reporting of loss and change of seals, or change of address.

Chapter III Shareholders Meeting

Article 9 The Company’s shareholders meetings are as the following two types:
Ordinary meetings shall be convened once a year by the board of directors, within six months after the end of each fiscal year.
Interim meetings shall be convened as required by law.
Article 10 If a shareholder is unable to attend a shareholders meeting for any reason, the shareholder may appoint a proxy to attend the meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. In addition to the provisions of Article 177 of the Company Act, the procedure for shareholders to appoint a proxy to attend a shareholders’ meeting shall be in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” prescribed by the competent authority.
Article 11 Unless otherwise provided in Article 179 of the Company Act, each shareholder is entitled to one vote for each share held.
Article 12 Unless otherwise provided for in the Company Act, a shareholders meeting shall proceed only if attended by shareholders representing more than one-half of the total outstanding capital stock of the Company. Resolutions of a shareholders meeting shall be made at the meeting with the concurrence of a majority of the votes held by the shareholders present at the meeting.
Article 12-1 The shareholders meeting shall be convened by the board of directors, with the chairman as the chair. In case the chairman of the board of directors is absent, the chairman of the board of directors shall designate a person to act on his behalf; if the chairman of the board of directors does not designate a person to act on his behalf, the directors shall elect one among themselves to act on his behalf. If the shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The meeting minutes shall be signed or sealed by the chair of the meeting

Article 12-2

and a copy distributed to each shareholder within 20 days after the conclusion of the meeting, and shall be kept permanently during the existence of the Company.

The foregoing minutes may be prepared and distributed by electronic means or by way of public notice.

Chapter IV Directors and Supervisors

Article 13 The Company shall have 6 to 12 Directors and 3 supervisors to be elected at the shareholders meeting from among the individuals of legal capacity, with the term of three years.

The number of independent directors shall not be less than two and shall not be less than one-fifth of the number of directorships. The professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination and election, and other matters for compliance with

respect to independent directors shall be prescribed by the competent authority.

In accordance with Article 192-1 and 216-1 of the Company Act, the election of directors and supervisors shall be conducted through a candidate nomination system. The acceptance of nominations of directors and supervisors and the announcement of such nominations are governed by the provisions of the Company Act and the Securities and Exchange Act.

The total shareholdings of all directors and supervisors shall be in accordance with the regulations of the competent authority.

Article 13-1

(Deleted)

Article 13-2

The board of directors of the Company may set up audit, nomination, risk management or committees or other functions by factoring into the size of the Board and the number of independent directors for the purpose of sound supervision and management, and may create environmental or other committees based on the idea of corporate social responsibility and sustainability.

The committees of functions shall be accountable to the board of directors and shall submit its motions to the board of directors for resolution. However, this limit does not apply if the Audit Committee exercises supervisory authority in accordance with the Securities and Exchange Act.

Article 14 The board of directors shall be organized by the directors, and a chairperson shall be elected by and from among the directors with the

presence of at least two-thirds of the directors and the consent of a majority of the directors present.

The Company’s board meeting shall be convened by notifying the directors and supervisors seven days prior to the meeting. However, in case of emergency, the meeting may be convened at any time. The aforementioned notice shall be given in writing, by e-mail or by facsimile, stating the reason for the convening.
Article 15 If the chairperson cannot perform his/her duty due to certain reason, the assignment of his/her deputy shall be conducted in accordance with the regulations of Article 208 of the Company Act.
Article 15-1 If a director is unable to attend a meeting of the board of directors, he or she may issue a proxy form and appoint another director to attend the meeting by proxy, provided that the proxy is limited to be appointed by one director.
Article 15-2 Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.
A director who has a personal interest in the matter under discussion at a board meeting shall explain to the board meeting the essential contents of such personal interest.
Article 15-3 When the number of vacancies in the board of directors of the Company equals to one third of the total number of directors, or in case all supervisors of the Company are discharged, a re-election shall be held in accordance with the provisions of Article 201 and Article 217-1 of the Company Act, and the term of office shall be limited to the full term of the original appointment.
Article 16 The Company may pay compensation to its directors and supervisors for the performance of their duties to the Company, irrespective of its operating profit or loss, as determined by the board of directors in terms of their participation in and contribution to the operations of the Company and by taking into consideration industry rates. If the Company has a net profit before tax for the period, the compensation shall be distributed in compliance with Article 20 of the Company’s Articles of Incorporation. The Company may purchase liability insurance for directors and supervisors during their term of office in respect of liabilities to which they

are legally liable as a result of the performance of their business.

Chapter V Managerial Officer

Article 17 The Company may have one or more managerial officers. Appointment, discharge and the compensation of the managerial officers shall be in compliance with Article 29 of the Company Act.

Chapter VI Accounting

Article 18 The Company’s fiscal year shall begin on January 1 and end on December 31 of each year, and the board of directors shall prepare and submit to the shareholders meeting for recognition the following forms after submitting them to the supervisors for review 30 days prior to the regular shareholders

meeting:

the annual business report;
the financial statements; or
the surplus earnings distribution or loss make-up proposal.

Article 19 (Deleted)

Article 20 The Company shall set aside 2% to 5% of its annual net income before tax as compensation to employees and not more than 2% as compensation to directors and supervisors. However, if the Company still has accumulated losses (including the amount of adjustments to undistributed earnings), the amount of compensation shall be reserved in advance to cover such losses. The aforementioned compensation to employees may be distributed in the form of shares or in cash; the employees entitled to receive such compensation may include employees of subsidiaries of the Company who meet the criteria set by the board of directors. The compensation to directors and supervisors in the preceding paragraph may be distributed in cash only.

The preceding two paragraphs shall be resolved by the board of directors and reported to the shareholders meeting.

Article 20-1

If there is any net income after tax for the period, the Company shall first cover the accumulated losses (including the adjustments to undistributed earnings) and set aside 10% as legal reserve in accordance with the law; however, except when the accumulated legal reserve has reached the Company’s paid-in capital. The Company may also set aside or reverse the special reserve as required by law or by the competent authority. For the remaining surplus, together with the undistributed earnings at the

beginning of the period (including the amount of adjustments to undistributed earnings), the board of directors shall prepare a proposal for the distribution of the earnings and submit it to the shareholders for resolution on the distribution of dividends to shareholders.

The Company’s dividend policy is to distribute dividends to shareholders at a rate of not lower than 50% of the net profit after tax for the period of the year in light of current and future development plans, the investment environment, capital requirements and domestic and international competition, and the interests of shareholders, except when the distributable earnings for the period are below the current net profit after tax. Dividends distributed to shareholders shall be in cash or in shares, provided that cash dividends shall not be less than 10% of the total amount of the stock dividends, unless the stock dividends are below one dollar per share.

Article 21 Any matters not covered by these Articles of Incorporation shall be governed by the provisions of the Company Act and relevant regulations.

Article 21-1 The articles of association and by-laws of the Company shall be separately prescribed by the board of directors.

Article 22 These Articles of Incorporation were established on January 20, 1988. The 1st amendment was made on June 1, 1988. The 2nd amendment was made on May 23, 1989. The 3rd amendment was made on October 3, 1989. The 4th amendment was made on October 23, 1991. The 5th amendment was made on November 10, 1994. The 6th amendment was made on August 25, 1997. The 7th amendment was made on December 21, 1998. The 8th amendment was made on December 1, 1999. The 9th amendment was made on January 17, 2000. The 10th amendment was made on March 28, 2000. The 11th amendment was made on March 21, 2001. The 12th amendment was made on January 17, 2003. The 13th amendment was made on July 15, 2003. The 14th amendment was made on June 24, 2005. The 15th amendment was made on May 20, 2007. The 16th amendment was made on August 17, 2009. The 17th amendment was made on June 29, 2010. The 18th amendment was made on May 10, 2011.

The 19th amendment was made on June 20, 2012. The 20th amendment was made on June 17, 2015. The 21st amendment was made on June 17, 2016. The 22nd amendment was made on June 21, 2017. The 23rd amendment was made on June 13, 2018. The 24th amendment was made on May 28, 2020.

Sanitar Co., Ltd.

II. Rules of Procedure for Shareholders Meetings

Sanitar Co., Ltd.

Rules of Procedure for Shareholders Meetings

Article 1 To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2 The rules of procedures for the Company’s shareholders meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in these Rules.

Article 3 Unless otherwise provided by law or regulation, the Company’s shareholders meetings shall be convened by the board of directors.

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the Articles 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, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, Paragraph 1 of the Company Act shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the corporation, and such website shall be indicated in the above notice.

Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda, provided a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities may still be included in the agenda by the board of directors. In addition, when the circumstances of any subparagraph of Article 172-1, Paragraph 4 of the Company Act 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 its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

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, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of 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.

Article 4 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

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

Article 5 The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 6 The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 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.

Shareholders and their proxies (collectively, “shareholders”) shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

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.

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 supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the board of directors be chaired by the 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.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

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

The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the

Article 8

registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9

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

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

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

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11

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

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

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When 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.

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

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

Voting at a shareholders meeting shall be calculated based the number of shares.

Article 12

With respect to resolutions of shareholders 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.

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.

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. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 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.

Article 13

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the

voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall announce the total number of voting rights represented by the attending shareholders.

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.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 14 The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. 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 meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.

Article 16 On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17 Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.” At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18 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. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19 These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effective in the same manner.

Article 20 These Rules were established on June 21, 2002. The 1st amendment was made on June 29, 2010. The 2nd amendment was made on May 10, 2011. The 3rd amendment was made on June 20, 2012. The 4th amendment was made on June 17, 2015. The 5th amendment was made on May 28, 2020.

III. Procedures for Election of Directors and Supervisors

Sanitar Co., Ltd.

Procedures for Election of Directors and Supervisors

Article 1 To ensure a just, fair, and open election of directors and supervisors, these Procedures are adopted pursuant to Articles 21 and 41 of the “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”.

Article 2 Except as otherwise provided by law and regulation or by the Company’s Articles of Incorporation, elections of directors and supervisors shall be conducted in accordance with these Procedures.

Article 3 The overall composition of the board of directors shall be taken into consideration in the selection of the Company’s directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company’s business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

The ability to make judgments about operations.
Accounting and financial analysis ability.
Business management ability.
Crisis management ability.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

The board of directors of the Company shall consider adjusting its

composition based on the results of performance evaluation.

Article 4 Supervisors of the Company shall meet the following qualifications: 1. Integrity and a practical attitude. 2. Impartial judgment. 3. Professional knowledge. 4. Broad experience. 5. Ability to read financial statements. In addition to the requirements of the preceding paragraph, at least one among the supervisors of the Company must be an accounting or finance professional. Appointments of supervisors shall be made with reference to the provisions on independence contained in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, in order to select appropriate supervisors to help strengthen the corporation’s risk management and control of finance and operations. At least one supervisor position must be held by a person having neither a spousal relationship nor a relationship within the second degree of kinship with any other supervisor or with any director. A supervisor may not serve concurrently as the director, managerial officer, or any other employee of the Company, and at least one of the supervisors must be domiciled in the Republic of China to be able to promptly fulfill the functions of supervisor.

Article 5 The qualifications for the independent directors of the Company shall comply with Articles 2, 3, and 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”. The election of independent directors of the Company shall comply with Articles 5, 6, 7, 8, and 9 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, and shall be conducted in accordance with Article 24 of the “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”.

Article 6 Elections of both directors and supervisors at the Company shall be conducted in accordance with the Articles of Incorporation. The Company shall review the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to nominee directors and supervisors and may not arbitrarily add requirements for documentation of other qualifications. It

shall further provide the results of the review to shareholders for their reference, so that qualified directors and supervisors will be elected.

When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a re-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s Articles of Incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a re-election to fill the vacancies.

When the number of independent directors falls below that required under the proviso of Article 14-2, Paragraph 1 of the Securities and Exchange Act, Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, and Article 8 of the “Standards for Determining Unsuitability for TPEx Listing under Article 10, Paragraph 1 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx”, a re-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a re-election to fill the vacancies.

When the number of supervisors falls below that required under the Company’s Articles of Incorporation, a re-election shall be held at the next shareholders meeting to fill the vacancy. When the supervisors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a re-election to fill the vacancies.

Article 7 The cumulative voting method shall be used for election of the directors and supervisors at the Company. Each share will have voting rights in number equal to the directors or supervisors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 8 The board of directors shall prepare separate ballots for directors or supervisors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 9 The number of directors and supervisors will be as specified in the Company’s Articles of Incorporation, with voting rights separately

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

Article 10 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.

The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 11 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.

Article 12 The votes of directors are counted separately for the election of independent directors and non-independent directors.

Article 13 A ballot is invalid under any of the following circumstances:
The ballot was not prepared by the board of directors.
A blank ballot is placed in the ballot box.
The writing 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 and identity card number do not match.
Other words or marks are entered in addition to the candidate’s account name or shareholder account number (or identity card number) and the number of voting rights allotted.

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

Article 14 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and supervisors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15 If the provisions of Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act are not met, the election shall be deemed ineffective.
Article 16 The board of directors of the Company shall issue notifications to the persons elected as directors and supervisors.
Article 17 Matters not provided for in these Procedures shall be handled in accordance with the Company Act, the Company’s Articles of Incorporation and relevant laws and regulations.
Article 18 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
Article 19 These Procedures were established on June 29, 2010. The 1st amendment was made on May 10, 2011. The 2nd amendment was made on June 17, 2015.

IV. Shareholding Status of the Directors and Supervisors
In accordance with the related laws and regulations, the shares which shall be held by the current directors and supervisors of the Company shall be as follows: The common shares issued by the Company 72,600,000 shares The shares which shall be held by all the 5,808,000 shares directors in accordance with the related laws and regulations The shares which shall be held by all the 580,800 shares supervisors in accordance with the related laws and regulations
By the end of March 29, 2021, which was the book closure date before the annual shareholders meeting, the number of shares held by the directors and supervisors in the shareholder register were as follows:

follows:
Title	Name	Number of Shares Held	Ratio
Director	HSIAO, CHUN-HSIANG	5,013,581	6.91%
Director	CHANG, YUNG-NAN	2,881,975	3.97%
Director	YU, CHU-XIN	25,000	0.03%
Director	TSAI, MING-XI	1,573,195	2.17%
Independent Director	CHEN, SHIH-HSIUNG	0	0.00%
Independent Director	HSU, FENG-YUAN	0	0.00%
Total of the numbers and ratios of shares held by all the directors		9,493,751	13.08%
Supervisor	LEE, WEN-YAO	193,302	0.27%
Supervisor	LIN, KUO-HUA	2,572,574	3.54%
Supervisor	LIANG, HSIN-YUNG	1,504,159	2.07%
Total of the numbers and ratios of shares held by all the supervisors		4,270,035	5.88%

Note: 1. In accordance with Article 26 of the Securities and Exchange Act and Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the directors and the supervisors of the Company shall respectively hold 10% and 1% of the outstanding shares of the Company.

In accordance with Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, for a Company which has no less than 2 independent directors be elected and appointed, the shareholding ratios for the directors and the supervisors shall become 80% of the ratios mentioned above.
The number of shares held by the directors and supervisors of the Company met the requirements of related laws and regulations.

V. The Effect of the Issuance of Stock Grants on the Operating Performance and Earnings per share of the Company and the Return on Investment for Shareholders

Unit: NT$

			Unit: NT
Fiscal Year Item			FY2021 (Estimate)
Paid-in Capital at the Beginningof the Current Period			726,000,000
Dividends and Payout in the Current Period	Cash dvidendsper share		2.00(Note 1)
	Dividends per share from the earnings transferred to capital increase		0 (Note 1)
	Dividends per share from the additional paid-in capital transferred to capital increase		0 (Note 1)
Changes in Operating Performance	Operating profit		Not applicable (Note 2)
	Increase (decrease) rate of operating profit comparing to the sameperiod in last fiscalyear
	Net income after tax
	Increase (decrease) rate of net income after tax comparing to the sameperiod in last fiscalyear
	Earningsper share
	Increase (decrease) rate of earnings per share comparing to the sameperiod in last fiscalyear
	Average annual return on investment (average annual earningsyield)
Pro forma Earnings per Share and Price-earnings Ratio	If the total amount of the earnings transferred to capital increase is changed into the distribution of cash dividends	Pro forma earningsper share
		Pro forma average annual return on investment
	If the unprocessed additional paid-in capital is transferred to capital increase	Pro forma earningsper share
		Pro forma earnings per share
	If the additional paid-in capital is not processed and earnings transferred to capital increase is changed into the distribution of cash dividends	Pro forma earningsper share
		Pro forma earnings per share

Note: 1. This is to be determined by the resolution of the annual shareholders meeting this time.

The is not applicable because the Company did not disclose its financial forecast for FY2021 to the general public.

100

Thank you for your participation in the annual shareholders’ meeting!

AI assistant

SANITAR — AGM Information 2021

51930_rns_2021-07-23_3557c7e3-75dd-4b6e-a1ed-0e91bc8ecbb2.pdf

SANITR CO., LTD.

Handbook for the 2021 Annual Meeting of Shareholders

Contents

Meeting Procedure

Meeting Agenda

Reports

Description:

Description:

Description:

Description:

Description:

Description:

Description:

Approvals

Description:

Description:

Sanitar Co., Ltd.

2020 Distribution of Earnings

Notes:

Discussions

Description:

Description:

Description:

Description:

Description:

Description:

Elections

Description:

Other Motions

Description:

Extraordinary Motion

Adjournment

Annex

I. 2020 Annual Business Report

Sanitar Co., Ltd.

2020 Annual Business Report

I. Operating Results for 2020 1) Business plan implementation results

2) Budget implementation

4) Research and development

II. Report of Supervisors’ Review

Report of Supervisors’ Review

III. Accountant’s Audit Reports and 2020 Financial Statements

Accountant's Audit Report

Audit opinion

Key Audit Matter: Authenticity in Sales to Specific Customers

Other Matters

Responsibilities of management and directors for the consolidated financial statements

Auditors’ responsibilities for the audit of the consolidated financial statements

Sanitar Co., Ltd. and Its Subsidiaries

Consolidated Statement of Financial Position

Sanitar Co., Ltd. and Its Subsidiaries

Sanitar Co., Ltd. and Its Subsidiaries

(Continued from the previous page)

Accountant's Audit Report

Audit opinion

Basis for audit opinion

Key Audit Matter

Responsibilities of management and directors for the Parent Company Only Financial Statements

Sanitar Co., Ltd.

Unit: NT$1,000

Sanitar Co., Ltd.

(Continued from the previous page)

Sanitar Co., Ltd.

Sanitar Co., Ltd.

Parent Company Only Statements of Cash Flows

Unit: NT$1,000

(Continued from the previous page)

VI. Comparison Table of the Amended Provisions of “Regulations on the Redemption of Shares and Transferring the Shares to Employees for the First Time”

（ 2 ） Results of the Performance Assessment

1. Directors and Supervisors (Level 1 to 5, and 5 means the best.)

2. Managers (Level 1 to 5, and 5 means the best.)

（ 3 ） Remuneration of Directors, Supervisors, General Manager, and Vice General Manager

1. Remuneration of Directors

2. Remuneration of Supervisors

3. Remuneration of the Management

（ 4 ） Relevance and reasonableness of performance evaluation results and salary and compensation

1.Director and Supervisor

SANITAR AGM Information 2021

`（` 2 `）` Results of the Performance Assessment

`（` 3 `）` Remuneration of Directors, Supervisors, General Manager, and Vice General Manager

`（` 4 `）` Relevance and reasonableness of performance evaluation results and salary and compensation