SDI — AGM Information 2020

Jun 29, 2020

Stock Code: 2351

==> picture [303 x 71] intentionally omitted <==

2020 Annual Shareholders' Meeting

Meeting Handbook

SDI CORPORATION

Time: 9:30 a.m., June 23, 2020

Venue: No. 260, Sec. 2, Zhangnan Rd., Changhua City (SDI meeting room)

Table of Contents I. Meeting Procedures II. Meeting Agenda III. Announcements IV. Proposals V. Discussions VI. Election VII. Extempore Motions VIII. Attachments (I) Financial Statements of 2019 (II) Comparison Table for Amendments to the Operational Procedures for Loaning Funds to Others (III) Comparison Table for Amendments to the Operational Procedures for Endorsements/Guarantees (IV) Comparison Table for Amendments to the Articles of Incorporation IX. Appendices (I) Operational Procedures for Loaning Funds to Others (Before Amendment)

Page

1 2 3~5 6 7 8 8 9~ 36 37~55

• (II) Operational Procedures for Endorsements/Guarantees (Before Amendment)

• (III) Articles of Incorporation (Before Amendment)

• (IV) Rules of Procedures for Shareholders' Meetings

• (V) Rules for Director and Supervisor Elections

• (VI) Shareholdings of Directors and Supervisors

I. Meeting Procedures for 2020 Annual Shareholders' Meeting of SDI Corporation

• (I) Call Meeting to Order (reporting shares held by attending shareholders) (II) Chairperson Remarks

• (III) Announcements

• (IV) Proposals

• (V) Discussions

• (VI) Election

• (VII) Extempore Motions

• (VIII) Adjournment

1

II. Meeting Agenda of 2020 Annual Shareholders' Meeting of SDI Corporation

Time: 9:30 a.m., June 23, 2020 (Tuesday)

Venue: No. 260, Sec. 2, Zhangnan Rd., Changhua City (SDI meeting room)

• I. Call Meeting to Order

• II. Chairperson Remarks

• III. Announcements

• (I) 2019 Business Report.

• (II) Supervisor's review report on the final account statements for 2019. (III) Distribution report on employees' compensation and Directors' and Supervisors' remuneration for 2019.

• IV. Proposals

• (I) Business Report and Financial Statements for 2019.

• (II) Earnings Distribution for 2019.

• V. Discussions

• (I) Amendments to the Operational Procedures for Loaning Funds to Others

• (II) Amendments to the Operational Procedures for Endorsements/Guarantees

• (III) Amendments to the Articles of Incorporation

• VI. Election: Independent Director By-Election.

• VII. Extempore Motions

• VIII. Adjournment

2

III. Announcements

• I. Please see business report for 2019.

SDI Corporation 2019 Business Report

Dear Sir/Madam:

SDI has successfully completed operation of 2019 with all colleagues' joint efforts. SDI Group continues to improve manufacture technology and research and development scale to develop electronic and stationary business. We also work with our partners and diversify our procurement to satisfy clients' purchase order and needs for integrated service.

In 2019, the world is deeply affected by the US-China Trade War and regional trade conflicts, and the economy growth is slowed down. Among all, consumer electronic suffers the greatest recession and development of application in automobile and industry did not grow due to reduced demand. SDI's electronic business group mainly supplies IDM clients worldwide. The sales performance is affected by recession in the terminal demand of traditional application. In addition to strengthening collaboration with supply chain clients and release relevant high-end application product to increase added value, in response to external impact, electronic business group expand the sources and diversify procurement and increase the quality and production of self-made copper material. We also continue to expand automated production and examination process to lower the production cost of electronics, so to respond to the pressure of demand and price decrease and risks resulting from Taiwanese dollars appreciation that waters down profits. As for stationary business group, it is still impacted by the duty increase in the US-China Trade War that increased costs, the great depreciation of exchange rate in emerging markets, and demand decrease. It is dedicated to improve competitiveness and develop new clients with private brand and new products, effectively mitigating the impact to stationary business' revenue and profits. Additionally, our affiliate, TEC Brite Technology, continues to develop the niche market of VCM by expanding market share and its revenue and profit both grew. Chao Hsin Metal and Jiangsu factory, the reinvestment of SDI, are affected by the decrease of traditional steel business and general economy in Mainland, as well as the toll of demand, making revenue and profit both decreased. In total, SDI's revenue in 2019 is NT$ 6.719 billion with a decrease of 17%. The group's consolidated revenue is NT$ 8.839 billion with a deduction of 15%. Net profit of this period is NT$ 491,566,000 and the earning per share is NT$ 2.7.

According to SEMI, the development of Covid-19 and international trade conflicts will be the uncertain factors in the trend of overall market development in 2020. However, 5G, data center, AI and IoT play important roles in future industry development. SDI electronic business group already provides for industry demands including automobile safety, power saving and power management modules and industrial power control, we also continue to work with clients to develop edge-cutting product application in diverse fields in the industry. We will satisfy clients' demand for technology trend of low cost and high quality with concise manufacture process and improvement of industry and research collaboration and establish our leading position in the industry and achieve sustainable development. With respect to stationary business group, in addition to the sales increase for private brand, we invested in the research, development

3

and mass production of environmentally friendly and energy saving products. In response to the trade war, we increased the production capacity in Taiwan and introduced automated manufacture process to ensure smooth production. We will continue to increase the market share and competitiveness of stationary business products.

In 2020, the general economy development will still be obstructed by trade protection, which is worsen by Covid-19. However, with the demand for new products brought by continuous advances in automobile, industrial, and telecommunication technology, SDI Group will invest in improving efficiency in process and yield rate with our research and development. To satisfy the production capacity demand of niche products, SDI has implemented the plan of expanding factories to increase the manufacture scale of high-end products. We hope our shareholders can continue to support and assist us. We believe we can grow our Group's business and ensure its success with our robust operation and acceptance to challenge and innovation.

Chairman of the Board: J.S. Chen; Manager: Weite Chen; Accounting Manager: Ray Huang

4

II. Please see Supervisor's review report on the final account statements for 2019.

SDI Corporation Supervisors' Review Report

We hereby approve the Board of Directors to prepare and submit the Company's financial statements (including consolidated financial statements), business report and earning distribution for 2019, among which the financial statements are audited by CPAs of Crowe (TW) and an audit report was issued. All foregoing books prepared and submitted by Board of Directors are audited by the Supervisors. We consider there is no inconsistency and prepare the report in accordance with Article 219 of the Company Act. Please review the same.

To

2020 Annual Shareholders' Meeting of SDI Corporation

Supervisor: Sheng-yeh Hsieh Chiung-ying Chung March 13, 2020

• III. Please see distribution report on employees' compensation and Directors' and Supervisors' remuneration for 2019.

• [Description]

• In accordance with Article 32 of the Articles of Incorporation.

• SDI's profits before tax and before deducting employees' compensation and Directors' and Supervisors' remuneration allocation is NT$ 623,132,364. We set aside 1.5% as employees' compensation of NT$ 9,346,985 and 1.2% as Directors' and Supervisors' remuneration of NT$ 7,477,588. Both will be distributed in the form of cash.

5

IV. Proposals

Item 1: Proposed by the Board of Directors.

Subject: Please ratify business report and financial statements for 2019.

Description: Individual financial statements and consolidated financial statements are prepared and approved by the Board of Directors on March 6, 2020. We respectfully submit the same with the business report reviewed by Supervisors for approval. [Please refer to #page3-4# and #page9-28# of the Handbook.]

Resolution:

Item 2: Proposed by the Board of Directors.

Subject: Please ratify earning distribution for 2019. Description: 1. SDI's earning distribution is as attached.

SDI Corporation Earning Distribution

2: Proposed by the Board of Directors. ct: Please ratify earning distribution for 2019. iption: 1. SDI's earning distribution is as attached. SDI Corporation Earning Distribution
(Attachment) Year 2019	Unit: NT$
Item	Sum
Undistributed earnings at the beginningof theperiod	2,071,217,563
Add: Other comprehensive income (remeasurements of defined benefitplans)	10,964,884
Add: Profit after tax of thisyear	491,566,102
Less: Legal reserve set aside	(50,253,099)
Less: Special reserve set aside	(54,386,538)
Distributable earnings	2,469,108,912
Less: Dividends(NT$1.8per share,distributed in cash)	(327,852,448)
Undistributed earnings at the end of theperiod	2,141,256,464

Chairman of the Board: J.S. Chen; Manager: Weite Chen; Accounting Manager: Ray Huang

1. We plan to set aside NT$ 327,852,448 from distributable earnings to distribute cash dividends at NT$ 1.8 per share based on the 182,140,249 outstanding shares as of the Board of Directors' resolution, leaving the amount below dollar. The changes will be consolidated to SDI's other income. After the shareholders' meeting approves the cash dividends distribution, we intend to authorize the Chairman of the Board to separately determine the ex-dividend date, payable date, and other relevant matters. The distributed amount per share will be adjusted based on actual outstanding shares.

2. In the event the earning distribution under the preceding paragraph is adjusted or changed by the competent authority, the Board of Directors is authorized to cooperate and handle the same.

Resolution:

6

V. Discussions

Item 1: Proposed by the Board of Directors.

Subject: Please discuss amendments to the Operational Procedures for Loaning Funds to Others. Description: To comply with relevant laws and regulations, we intend to amend some provisions of Operational Procedures for Loaning Funds to Others. We respectfully submit the same for discussion. [Please refer to #page29-32# of the Handbook.]

Resolution:

Item 2: Proposed by the Board of Directors.

Subject: Please discuss Amendments to the Operational Procedures for Endorsements/Guarantees. Description: To comply with relevant laws and regulations, we intend to amend some provisions of Operational Procedures for Endorsements/Guarantees. We respectfully submit the same for discussion. [Please refer to #page33-34# of the Handbook.]

Resolution:

Item 3: Proposed by the Board of Directors.

Subject: Please discuss amendments to the Articles of Incorporation.

Description: To comply with relevant laws and regulations, we intend to amend some provisions of

the Articles of Incorporation. We respectfully submit the same for discussion. [Please refer to #page35-36# of the Handbook.]

Resolution:

7

VI. Election

Subject: Independent Director By-election. (Proposed by the Board of Directors) Description:

1. Because SDI's Independent Director, Ms. Lan-ying Huang, resigned her position on June 22, 2019, we intend to elect an Independent Director in accordance with the Articles of Incorporation. This election adopts nomination for candidacy. The Independent Director will be elected from the nominees listed by shareholders' meeting.

2. The Independent Director newly elected will assume office immediately after election and remain in office until expiration of the original term. The term starts from June 23, 2020 and ends on June 21, 2021.

3. SDI has convened a Board meeting on May 6, 2020 to review the qualification of candidates for the Independent Director. In the meeting, Tsung-ting Chung's qualification is approved. We hereby provide his information as follows:

Name	Major academic (work) experience	Shareholding
Tsung-ting Chung	PhD in International Relations, Denver University, USA Professor in Business Management Department, National Yunlin TechnologyUniversity	0

1. Please elect.

Election results:

VII. Extempore Motions

8

VIII. Attachments

==> picture [539 x 551] intentionally omitted <==

9

==> picture [534 x 751] intentionally omitted <==

10

==> picture [525 x 753] intentionally omitted <==

11

==> picture [520 x 712] intentionally omitted <==

12

==> picture [539 x 757] intentionally omitted <==

13

==> picture [516 x 756] intentionally omitted <==

14

==> picture [539 x 611] intentionally omitted <==

15

==> picture [767 x 475] intentionally omitted <==

==> picture [445 x 755] intentionally omitted <==

17

==> picture [539 x 538] intentionally omitted <==

18

==> picture [538 x 681] intentionally omitted <==

19

==> picture [539 x 742] intentionally omitted <==

20

==> picture [539 x 757] intentionally omitted <==

21

==> picture [539 x 763] intentionally omitted <==

22

==> picture [540 x 758] intentionally omitted <==

23

==> picture [538 x 777] intentionally omitted <==

24

==> picture [539 x 735] intentionally omitted <==

25

==> picture [769 x 497] intentionally omitted <==

==> picture [521 x 778] intentionally omitted <==

27

==> picture [539 x 434] intentionally omitted <==

28

Comparison Table for Amendments to the Operational Procedures for Loaning Funds to Others

nds to Others
After Amendment	CurrentProvision	Explanation
Article 4 Aggregate Amount of Loans and the Maximum Amount Permitted to a Single Borrower I. The Company's total loaned amount is limited to 35% of the Company's net worth. However, the total loaned amount for inter-company or inter-firm short- term financing facility is necessary shall not exceed 50% of the amount of the Company's total loanable amount. II. For a company or firm that has business dealings with the Company, the amount permitted to a single borrower is limited to the amount of business transactions between the parties. The transaction amount means the sales or purchasing amount between the parties, whichever is higher. III. For a company or firm that has short-term financing needs, the amount permitted to a single borrower is limited to 10% of the Company's net worth. IV. For inter-company loans of funds between the Company and overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares, the loaned amount is limited to the Company's total loanable amount.	Article 4 Aggregate Amount of Loans and the Maximum Amount Permitted to a Single Borrower I. The Company's total loaned amount is limited to 35% of the Company's net worth. However, the total loaned amount for inter-company or inter- firm short-term financing facility is necessary shall not exceed 50% of the amount of the Company's total loanable amount. II. For a company or firm that has business dealings with the Company, the amount permitted to a single borrower is limited to the amount of business transactions between the parties. The transaction amount means the sales or purchasing amount between the parties, whichever is higher. III. For a company or firm that has short- term financing needs, the amount permitted to a single borrower is limited to 50% of the Company's total loanable amount. IV. For inter-company loans of funds between the Company and overseas companies in which the Company holds, directly or indirectly, a hundred of the voting shares, the loaned amount is limited to 50% of the Company's total loanable amount.	Amended in compliance with the competent authority's regulations.
Article 6 Lending Procedures I-II (Omitted) III. Loan Approval: 1.After credit investigation or evaluation, if the borrower's credit score is not good, or the use of loan is improper and the Company does not intend to lend the money, the clerk shall reply to the borrower with the rejection and reason as soon as it is approved. 2.For cases with good credit score and the use of loan is proper after credit investigation, the clerk shall fill out credit report and comments and prepare loan conditions for the Board of Directors and proceed with the same after obtaining the Board of Directors' approval following the approval process. This decision may not be deferred to others. Loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall be submitted for a resolution by the Board of Directors, and the Chairman of the Board may be authorized, for a specific borrowing	Article 6 Lending Procedures I-II (Omitted) III. Loan Approval: 1. After credit investigation or evaluation, if the borrower's credit score is not good, or the use of loan is improper and the Company does not intend to lend the money, the clerk shall reply to the borrower with the rejection and reason as soon as it is approved. 2. For cases with good credit score and the use of loan is proper after credit investigation, the clerk shall fill out credit report and comments and prepare loan conditions for the Board of Directors and proceed with the same after obtaining the Board of Directors' approval following the approval process. This decision may not be deferred to others. Loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall be submitted for a resolution by the Board of Directors, and the	Amended in compliance with the competent authority's regulations.

29

After Amendment	CurrentProvision	Explanation
counterparty, within a certain monetary limit resolved by the Board of Directors, and within a period not to exceed 1 year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down. The "certain monetary limit" mentioned in the preceding paragraph on authorization for loans extended by the Company or any subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the Company or the subsidiary, except in cases of companies in compliance with Paragraph 4, Article 4. The Company shall take into full consideration each Independent Director's opinions; Independent Director' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the Board meeting. 3.After a case of loan is approved, the financial department shall notify the borrower in writing as soon as possible with details of the Company's loan conditions, including the monetary limit, period, interest rate, collateral and guarantor. IV~VI (Omitted)	Chairman of the Board may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the Board of Directors, and within a period not to exceed 1 year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down. The "certain monetary limit" mentioned in the preceding paragraph on authorization for loans extended by the Company or any subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the Company or the subsidiary, except in cases of companies in compliance with Paragraph 1, Article 4. The Company shall take into full consideration each Independent Director's opinions; Independent Director' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the Board meeting. 3. After a case of loan is approved, the financial department shall notify the borrower in writing as soon as possible with details of the Company's loan conditions, including the monetary limit, period, interest rate, collateral and guarantor. IV~VI (Omitted)
Article 11 Internal Audit I. 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. II. They shall promptly notify all supervisors, independent directors and the Audit Committee in writing of any material violation found.	Article 11 Internal Audit I. 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. II. They shall promptly notify all Supervisors in writing of any material violation found.	Amended in compliance with the competent authority's regulations.
Article 12 Rectification Plans for Loan Exceeding the Limit I. If a borrower does not meet the requirements of these Regulations or the loan balance exceeds the limit, the Company shall adopt rectification plans. II. The Company shall submit the rectification plans to all supervisors, independent directors and Audit Committee, and shall complete the rectification according to the time frame set out in the plan.	Article 12 Rectification Plans for Loan Exceeding the Limit I. If a borrower does not meet the requirements of these Regulations or the loan balance exceeds the limit, the Company shall adopt rectification plans. II. The Company shall submit the rectification plans to all Supervisors, and shall complete the rectification according to the time frame set out in the plan.	Amended in compliance with the competent authority's regulations.
Article 13 Announcement and Reporting	Article 13 Announcement and Reporting	Amendedin

30

• After Amendment Current Provision Explanation

• Procedures Procedures compliance I. General announcement and reporting: I. General announcement and reporting: with the (I) Announcement and reporting (I) Announcement and reporting competent

• deadline: Enter the information deadline: Enter the information authority's

• reporting website designated by the reporting website designated by regulations.

• competent authority of securities the competent authority in charge before the 10th day of each month. of securities before the 10th day

• (II) Announcement and reporting of each month. content: The previous month's loan (II) Announcement and reporting balance of the Company and content: The previous month's subsidiaries. loan balance of the Company and

• II. Where loans of funds reach one of the subsidiaries. following levels shall announce and report II. Where loans of funds reach one of the such event within 2 days commencing following levels shall announce and immediately from the date of occurrence: report such event within 2 days (I) The aggregate balance of loans to commencing immediately from the others by the Company and its date of occurrence: subsidiaries reaches 20% or more of (I) The aggregate balance of loans to the Company's net worth as stated in others by the Company and its its latest financial statement. subsidiaries reaches 20% or more

• (II) The balance of loans by the Company of the Company's net worth as and its subsidiaries to a single stated in its latest financial enterprise reaches 10% or more of statement. the Company's net worth as stated in (II) The balance of loans by the its latest financial statement. Company and its subsidiaries to a

• (III) The amount of new loans of funds by single enterprise reaches 10% or the Company or its subsidiaries more of the Company's net worth reaches NT$ 10 million or more, and as stated in its latest financial reaches 2% or more of the statement. Company's net worth as stated in its (III) The amount of new loans of funds latest financial statement. by the Company or its

• The Company shall announce and report subsidiaries reaches NT$ 10 on behalf of any subsidiary thereof that is million or more, and reaches 2% not a domestic public company any or more of the Company's net matters that such subsidiary is required to worth as stated in its latest announce and report pursuant to financial statement. Subparagraph 3 of the preceding The Company shall announce and paragraph. report on behalf of any subsidiary

• III. “Date of occurrence” in this Article means thereof that is not a domestic public the date of contract signing, date of company any matters that such payment, dates of Board of Directors' subsidiary is required to announce and resolutions, or other date that can confirm report pursuant to Subparagraph 3 of the borrowing counterparty and monetary the preceding paragraph. amount of the loan of funds, whichever III. “Date of occurrence” in this Article date is earlier. means the date of contract signing for

• IV. "Subsidiary" and "parent company" as the transaction, date of payment, dates referred to in these Rules shall be as of Board of Directors' resolutions, or determined under the Regulations other date that can confirm the Governing the Preparation of Financial borrowing counterparty and monetary Reports by Securities Issuers. Where its amount of the loan of funds, whichever financial reports are prepared according to date is earlier. the International Financial Reporting IV. "Subsidiary" and "parent company" as Standards, "net worth" in these Rules referred to in these Rules shall be as means the balance sheet equity determined under the Regulations attributable to the owners of the parent Governing the Preparation of Financial company under the Regulations Reports by Securities Issuers. Where Governing the Preparation of Financial its financial reports are prepared Reports by Securities Issuers. according to the International Financial Reporting Standards, "net worth" in these Rules means the balance sheet equity attributable to the

31

After Amendment Current Provision Explanation owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Article 14 Article 14 Amended in In the event the Company's Operational In the event the Company's Operational compliance Procedures for Loaning Funds to Others is Procedures for Loaning Funds to Others is with the violated by managers or personnel in charge, violated by managers or personnel in competent the penalty shall be given pursuant to the award charge, the penalty shall be given pursuant authority's and penalty provision in Article 8 of Work to the award and penalty provision in regulations. Rules announced by the Company. Article 8 of Work Rules announced by the In the event the Company's responsible person Company. violates Article 2, he or she shall be jointly and severally liable for repayment with the borrower. If the Company suffers damages therefrom, he or she shall be liable for such damages. Article 16 Article 16 Amended in These Operational Procedures are passed by These Operational Procedures are passed by compliance the Board of Directors; where any Director the Board of Directors; where any Director with the expresses dissent and it is contained in the expresses dissent and it is contained in the competent minutes or a written statement, the Company minutes or a written statement, the authority's shall submit the dissenting opinion to each Company shall submit the dissenting Supervisor and for discussion by the opinion to each Supervisor and for regulations. shareholders' meeting. The same shall apply to discussion by the shareholders' meeting. any amendments to the Operational The same shall apply to any amendments to Procedures. the Operational Procedures. During the The Board of Directors shall take into full Board of Directors' discussion under the consideration each Independent Director's preceding paragraph. If an Independent opinion during the discussion under the Director expresses any dissent or preceding paragraph. If an Independent reservation, it shall be noted in the minutes Director expresses any dissent or reservation, it of the Board meeting. shall be noted in the minutes of the Board meeting. Where the Company has established an Audit Committee, when it adopts or amends these Operational Procedures, the Operational Procedures or amended Operational Procedures shall require the approval of one half or more of all audit committee members, and furthermore shall be submitted for a resolution by the Board of Directors, and the provisions of Paragraph 2 shall not apply. If approval of more than half of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. The "all Audit Committee members" and the "all Directors" in the preceding paragraphs refers to the actual incumbents.

32

Comparison Table for Amendments to the Operational Procedures for Endorsements/Guarantees

• After Amendment Current Provision Explanation Article 5 Amended in

• I~III (Omitted) compliance

• IV. Where the Company needs to exceed the IV. Where the Company needs to exceed the limits set out in the Operational Procedures limits set out in the Operational with the for Endorsements/Guarantees to satisfy its Procedures for competent

• business requirements, it shall obtain Endorsements/Guarantees to satisfy its authority's

• approval from the Board of Directors and business requirements, it shall obtain half or more of the Directors shall act as joint approval from the Board of Directors and regulations. guarantors for any loss that may be caused half or more of the Directors shall act as to the company by the excess joint guarantors for any loss that may be endorsement/guarantee. It shall also amend caused to the company by the excess the Operational Procedures for endorsement/guarantee. It shall also Endorsements/Guarantees accordingly and amend the Operational Procedures for submit the same to the shareholders' meeting Endorsements/Guarantees accordingly for ratification after the fact. If the and submit the same to the shareholders' shareholders' meeting does not give consent, meeting for ratification after the fact. If the Company shall adopt a plan to discharge the shareholders' meeting does not give the amount in excess within a given time consent, the Company shall adopt a plan limit. The relevant plan to discharge the to discharge the amount in excess within amount in excess shall be submitted to each a given time limit. The relevant plan to supervisor, Independent Director and Audit discharge the amount in excess shall be Committee. submitted to each Supervisor.

• VI (Omitted) V~VI (Omitted) Article 8 Amended in

• I (Omitted)

• Where the balance of II. Where the balance of compliance endorsements/guarantees reach one of the endorsements/guarantees reach one of with the following levels, the Company shall the following levels, the Company shall competent

• announce and report such event within 2 announce and report such event within 2 authority's

• days commencing immediately from the days commencing immediately from the date of occurrence: date of occurrence: regulations. (I) The aggregate balance of (I) The aggregate balance of endorsements/guarantees by the endorsements/guarantees by the Company and its subsidiaries reaches Company and its subsidiaries 50% or more of the Company's net reaches 50% or more of the worth as stated in its latest financial Company's net worth as stated in statement. its latest financial statement.

• (II) The balance of (II) The balance of endorsements/guarantees by the endorsements/guarantees by the Company and its subsidiaries for a Company and its subsidiaries for a single enterprise reaches 20% or more single enterprise reaches 20% or of the Company's net worth as stated in more of the Company's net worth its latest financial statement. as stated in its latest financial

• (III) The balance of statement. endorsements/guarantees by the (III) The balance of Company and its subsidiaries for a endorsements/guarantees by the single enterprise reaches NT$ 10 Company and its subsidiaries for a million or more and the aggregate single enterprise reaches NT$ 10 amount of all million or more and the aggregate endorsements/guarantees for, carrying amount of all value of equity method investment in, endorsements/guarantees for, and balance of loans to, such enterprise long-term investment in, and reaches 30% or more of the Company's balance of loans to, such enterprise net worth as stated in its latest financial reaches 30% or more of the statement. Company's net worth as stated in

• (IV) The amount of new its latest financial statement. endorsements/guarantees made by the (IV) The amount of new Company or its subsidiaries reaches endorsements/guarantees made by NT$ 30 million or more, and reaches the Company or its subsidiaries 5% or more of the Company's net reaches NT$ 30 million or more, worth as stated in its latest financial and reaches 5% or more of the

Article 5

I~III (Omitted)

• IV. Where the Company needs to exceed the limits set out in the Operational Procedures for Endorsements/Guarantees to satisfy its business requirements, it shall obtain approval from the Board of Directors and half or more of the Directors shall act as joint guarantors for any loss that may be caused to the company by the excess endorsement/guarantee. It shall also amend the Operational Procedures for Endorsements/Guarantees accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit. The relevant plan to discharge the amount in excess shall be submitted to each supervisor, Independent Director and Audit Committee.

V~VI (Omitted)

Article 8

• I (Omitted) II. Where the balance of endorsements/guarantees reach one of the following levels, the Company shall announce and report such event within 2 days commencing immediately from the date of occurrence:

33

After Amendment Current Provision Explanation statement. Company's net worth as stated in The Company shall announce and report on its latest financial statement. behalf of any subsidiary thereof that is not The Company shall announce and a domestic public company any matters that report on behalf of any subsidiary such subsidiary is required to announce and thereof that is not a domestic public report pursuant to Subparagraph 4 of the company any matters that such preceding paragraph. subsidiary is required to announce and III. “Date of occurrence” in this Article means the report pursuant to Subparagraph 4 of the date of contract signing, date of payment, preceding paragraph. dates of Boards of Directors' resolutions, or III. “Date of occurrence” in this Article means other date that can confirm the counterparty the date of contract signing for the and monetary amount of the transaction, date of payment, dates of endorsement/guarantee, whichever date is Boards of Directors' resolutions, or earlier. other date that can confirm the counterparty and monetary amount of the endorsement/guarantee, whichever date is earlier. Article 9 Article 9 Amended in Internal Audit: Internal Audit: I. Internal auditors shall audit the Operational I. Internal auditors shall audit the compliance Procedures for Endorsements/Guarantees Operational Procedures for with the for Others and the implementation thereof Endorsements/Guarantees for Others competent no less frequently than quarterly and and the implementation thereof no less authority's prepare written records accordingly. frequently than quarterly and prepare II. They shall promptly notify all the written records accordingly. regulations. Supervisors, Independent Directors and II. They shall promptly notify all the Audit Committee in writing of any material supervisors in writing of any material violation found. violation found. Article 10 Article 10 Amended in These Operational Procedures are passed by the These Operational Procedures are passed by compliance Board of Directors; where any Director expresses the Board of Directors; where any Director dissent and it is contained in the minutes or a expresses dissent and it is contained in the with the written statement, the Company shall submit the minutes or a written statement, the Company competent dissenting opinion to each Supervisor and for shall submit the dissenting opinion to each authority's discussion by the shareholders' meeting. The Supervisor and for discussion by the same shall apply to any amendments to the shareholders' meeting. The same shall apply regulations. Operational Procedures. to any amendments to the Operational The Board of Directors shall take into full Procedures. consideration each Independent Director's During the Board of Directors' discussion opinion during the discussion under the under the preceding paragraph. If an preceding paragraph. If an Independent Director Independent Director expresses any dissent or expresses any dissent or reservation, it shall be reservation, it shall be noted in the minutes of noted in the minutes of the Board meeting. the Board meeting. Where the Company has established an audit committee, when it adopts or amends these Operational Procedures, the Operational Procedures or amended Operational Procedures shall require the approval of one-half or more of all audit committee members, and furthermore shall be submitted for a resolution by the Board of Directors, and the provisions of Paragraph 2 shall not apply. If approval of more than half of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting. The "all audit committee members" and the "all directors" in the preceding paragraphs refers to the actual Incumbents.

34

Comparison Table of Amendments in Articles of Incorporation

After the Amendment

Article 8

The Company's share certificate is registered, which are issued after being signed or sealed by a director representing the Company and attested in accordance with laws.

The Corporation may be exempted from printing any stock certificate for the shares issued. However, the Corporation shall appoint a centralized securities custody enterprise/institution to make registration of such shares.

Chapter 4 Directors, Supervisors and Audit Committee Article 20

The Company has seven to eleven Directors and two Supervisors. The election for Directors and Supervisors adopts candidate’s nomination system and the shareholders' meeting shall elect Directors and Supervisors from the candidate list. The term of office of a Director and a Supervisor is 3 years, but he or she may be eligible for re-elections. In case no election of new Directors is effected after expiration of the term of office of existing directors, it will be handled in accordance with Article 195 of the Company Act.

Among the Directors under the preceding paragraph, Independent Directors shall not be less than two in number and not less than onefifth of the total number of Directors. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, and other matters for compliance with respect to independent directors shall be prescribed by the competent authority in charge of securities. After being elected, the Company may obtain liability insurance with respect to exercising their duties during their terms with the Board of Directors' resolution.

The percentage of shareholdings of all Directors and Supervisors shall be in accordance with regulations prescribed by the competent authority in charge of securities.

Article 26-1

The Company establishes the Audit Committee instead of supervisors in accordance with Article 14-4 of the Securities and Exchange Act

Current Provision Explanation Article 8 Amended in The Company's share certificate is registered, compliance which are issued after being signed or sealed with the by the Chairman of the Board and three or competent more Directors and attested in accordance with authority's laws. regulations. The Corporation may be exempted from printing any stock certificate for the shares issued. However, the Corporation shall appoint a centralized securities custody enterprise/institution to make registration of such shares.

Chapter 4 Directors and Supervisors

Article 20 Amended in The Company has five to seven Directors and compliance two Supervisors who shall be elected by the with the shareholders’ meeting from among the persons competent with disposing capacity. The term of office of a authority's Director and a Supervisor is 3 years, but he or regulations. she may be eligible for re-elections. In case no election of new Directors is effected after expiration of the term of office of existing directors, it will be handled in accordance with Article 195 of the Company Act. Among the directors under the preceding paragraph, Independent Directors shall not be less than two in number and not less than onefifth of the total number of Directors. The election for Directors and Supervisors adopts candidate nomination system and the shareholders' meeting shall elect the Independent Directors from the candidate list. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, and other matters for compliance with respect to independent directors shall be prescribed by the competent authority in charge of securities. After being elected, the Company may obtain liability insurance with respect to exercising their duties during their terms with the Board of Directors' resolution.

The percentage of shareholdings of all Directors and Supervisors shall be in accordance with regulations prescribed by the competent authority in charge of securities.

Amend for the establishment of the Audit

35

since the shareholders' meeting of 2021. The Audit Committee is responsible for exercising the powers of supervisors under the Company Act, Securities and Exchange Act, and other laws and regulations. Provisions in these Articles relating to Supervisors shall not apply after establishment of the Audit Committee. The Audit Committee shall be composed of the entire number of Independent Directors. It shall not be fewer than three persons in number, one of whom shall be the convener. The relevant organizational rules will be implemented after it is passed by the Board of Directors'resolution.		Committee
Article 35 These Articles were stipulated on, the first amendment was made on August 30, 1969. The thirty-fourth amendment is made on June 23, 2020.	Article 35 These Articles were stipulated on, the first amendment was made on August 30, 1969.	Addition of revision date

36

IX. Chapter 8. Appendices

SDI Corporation's Operational Procedures for Loaning Funds to Others (Before Amendment)

• Article 1. The Company's operation relating to loaning funds to others for business needs and in compliance with Article 15 of the Company Act shall be conducted in accordance with these Rules.

• Article 2. Borrower The Company shall not loan funds to any of its shareholders or any other person except under the following two circumstances:

• I. A company or firm with which it does business.

• II. A company or firm that requires short-term financing. The term "short-term" herein means one year or one operating cycle (whichever longer).

• Article 3. Reasons and Necessity for Loaning Funds to Others Fund-lending to companies or firms having business relationship with the Company shall be conducted in accordance with Paragraph 2 Article 4 of the Procedures. Fund-lending to companies or firms which need funds for a short-term period shall be limited to the following situations:

• I. Invested company in which the Company holds 20% or more shares having business requirement for short-term financing.

• II. Other company or firm having business requirement for short-term financing due to material procurement or working funds.

• III. Other conditions where the Company's Board of Directors approves of the loan.

• Article 4. Aggregate Amount of Loans and the Maximum Amount Permitted to a Single Borrower

• I. The Company's total loaned amount is limited to 35% of the Company's net worth. However, the total loaned amount for inter-company or inter-firm short-term financing facility is necessary shall not exceed 50% of the amount of the Company's total loanable amount.

• II. For a company or firm that has business dealings with the Company, the amount permitted to a single borrower is limited to the amount of business transactions between the parties. The transaction amount means the sales or purchasing amount between the parties, whichever is higher.

• III. For a company or firm that has short-term financing needs, the amount permitted to a single borrower is limited to 50% of the Company's total loanable amount.

• IV. For inter-company loans of funds between the Company and overseas companies in which the Company holds, directly or indirectly, a hundred of the voting shares, the loaned amount is limited to 50% of the Company's total loanable amount.

• Article 5. Loan Duration and Interest Calculation

• Loan duration is limited to the maximum of one year.

• Calculation of interest of loan adopts floating rate, and may be adjusted based on the Company's cost of capital.

• Article 6. Lending Procedures

• I. Application:

  • When a borrower applies for loans of fund to the Company, he or she shall present an application or business letter detailing loan amount, duration and usage to the Company's financial department.

• II. Credit Investigation:

  1. For those taking the first loan from the Company, the borrower shall provide basic information and financial information for the Company's financial department to proceed with credit investigation.

  2. For those repeatedly taking loans from the Company, credit investigation will be conducted once a year. For significant cases, credit investigation may be conducted every half of a year depending on actual needs.

  3. If the borrower is in good financial condition and the annual financial statement has been audited by certified accountant for financing, the Company may refer to the accountant's audit report for approval.

• III. Loan Approval:

  1. After credit investigation or evaluation, if the borrower's credit score is not good, or the use of loan is improper and the Company does not intend to lend the money, the clerk shall reply to the borrower with the rejection and reason as soon as it is approved.

  2. For cases with good credit score and the use of loan is proper after credit investigation, the clerk shall fill out credit report and comments and prepare loan conditions for the Board of Directors and proceed with the same after obtaining the Board of Directors'

37

approval following the approval process. This decision may not be deferred to others. Loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall be submitted for a resolution by the Board of Directors, and the Chairman of the Board may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the Board of Directors, and within a period not to exceed 1 year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down.

The "certain monetary limit" mentioned in the preceding paragraph on authorization for loans extended by the Company or any subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the Company or the subsidiary, except in cases of companies in compliance with Paragraph 1, Article 4. The Company shall take into full consideration each Independent Director's opinions; Independent Director' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the Board meeting.

1. After a case of loan is approved, the financial department shall notify the borrower in writing as soon as possible with details of the Company's loan conditions, including the monetary limit, period, interest rate, collateral and guarantor.

2. IV. Contract Signing and Confirmation:

3. The clerk for a loan application may proceed with contract signing by filling out loan agreement based on the approved conditions.

4. After borrower and joint and several guarantor sign and affix seal on the contract, the clerk shall proceed with confirmation.

5. V. Encumbrance on Collateral:

If the approval requires the borrower to provide collateral, then a pledge or mortgage shall be created to protect the Company's claim.

• VI. Insurance:

Fire insurance shall be purchased for all collateral, excluding land. If the collateral is a vehicle, comprehensive coverage is required. The insured amount shall not be lower than the mortgage amount. The Company shall be added as a beneficiary in such insurance policy.

• VII. Appropriation:

Loan will be appropriated after borrower signs the contract, submits the promissory note or IOU, completes mortgage creation and insurance purchase.

• VIII. Account Posting:

When the Company completes the procedures for a loan, journal voucher for collateral or credit security shall be prepared by and obtained from the financial department, and the same shall be sent to accounting division and posted to the necessary books.

• Article 7. Repayment In the event the borrower repays loan on or before the loan matures, the Company shall calculate the interest payable. After the interest is paid together with the principal, the Company may cancel the promissory note and IOU and return the same to the borrower.

Article 8. Mortgage Cancellation In the event the borrower applies for cancellation of mortgage, the Company shall first find out if the principal and the interest of the loan are fully paid up. The Company may agree to cancel mortgage only if they are fully paid up.

• Article 9. Subsequent Management of Loaned Amount and Operational Procedure of Overdue Debts After the loan is appropriated, the Company shall frequently check the borrower's and guarantor's financial, business and relevant credit status. If a collateral is provided, the Company shall check if the collateral's value is changed. In the event of a significant change, it shall be reported to the Board of Directors immediately and handle the same properly as instructed.

• When the loan matures, the borrower shall repay the principal and interest immediately. In the event the loan cannot be repaid when it matures and an extension is required, such a request shall be submitted beforehand, and the loan will be extended after it is approved by the Board of Directors. Each extension for repayment cannot exceed twelve months and is limited to three extensions. In case of violation, the Company may dispose and pursue the claim against the collateral or guarantor provided in accordance with the laws.

• Article 10. Docket Management and Custody

• Loan Case: The clerk shall consolidate the debt certificate such as contract and promissory note and collateral certificate, insurance policy and correspondence for the case he or she handles in the foregoing order and put them into a custody envelope. The content of things in custody and client name shall be noted on the envelope, and it shall be submitted to his or her supervisor for examination. If it is found to be correct after examination, the envelope shall be immediately sealed, and the clerk's and Supervisor's seal shall be affixed to the envelope seal. After register the

38

same to the registry for things in custody, the envelope shall be delivered to the head of management department for storage. The Company shall prepare a memorandum book, and record the following information:

• I. borrower;

• II. lending/borrowing date;

• III. date of approval by the Board of Directors;

• IV. appropriation date;

• V. matters to be carefully evaluated under the foregoing evaluation and resolution procedures.

• Article 11. Internal Audit

• I. 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.

• II. They shall promptly notify all Supervisors in writing of any material violation found.

• Article 12. Rectification Plans for Loan Exceeding the Limit

• I. If a borrowing counterparty is made does not meet the requirements of these Regulations or the loan balance exceeds the limit, the Company shall adopt rectification plans.

• II. The Company shall submit the rectification plans to all Supervisors, and shall complete the rectification according to the time frame set out in the plan.

• Article 13. Announcement and Reporting Procedures

• I. General announcement and reporting:

  • (I) Announcement and reporting deadline: Enter the information reporting website designated by the competent authority in charge of securities before the 10th day of each month.

  • (II) Announcement and reporting content: The previous month's loan balance of the Company and subsidiaries.

• II. Where loans of funds reach one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence:

  • (I) The aggregate balance of loans to others by the Company and its subsidiaries reaches 20% or more of the Company's net worth as stated in its latest financial statement.

  • (II) The balance of loans by the Company and its subsidiaries to a single enterprise reaches 10% or more of the Company's net worth as stated in its latest financial statement.

  • (III) The amount of new loans of funds by the Company or its subsidiaries reaches NT$ 10 million or more, and reaches 2% or more of the Company's net worth as stated in its latest financial statement.

The Company shall announce and report on behalf of any subsidiary thereof that is not a domestic public company any matters that such subsidiary is required to announce and report pursuant to Subparagraph 3 of the preceding paragraph.

• III. “Date of occurrence” in this Article means the date of contract signing for the transaction, date of payment, dates of Board of Directors' resolutions, or other date that can confirm the borrowing counterparty and monetary amount of the loan of funds, whichever date is earlier.

• IV. "Subsidiary" and "parent company" as referred to in these Rules shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Where its financial reports are prepared according to the International Financial Reporting Standards, "net worth" in these Rules means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

• Article 14. In the event the Company's Operational Procedures for Loaning Funds to Others is violated by managers or personnel in charge, the penalty shall be given pursuant to the award and penalty provision in Article 8 of Work Rules announced by the Company.

• Article 15. Where a subsidiary of the Company intends to make loans to others, the Company shall instruct it to formulate its own Operational Procedures for Loaning Funds to Others in compliance with these Regulations, and it shall comply with the Procedures when loaning funds.

• Article 16. These Operational Procedures are passed by the Board of Directors; where any Director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion to each Supervisor and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Operational Procedures. During the Board of Directors' discussion under the preceding paragraph. If an Independent Director expresses any dissent or reservation, it shall be noted in the minutes of the Board meeting.

39

SDI Corporation's Operational Procedures for Endorsements/Guarantees (Before Amendment)

Article 1. Purpose:

To strengthen the Company's internal control over matters of endorsements/guarantees and to reduce business risks, all matters relating to endorsement/guarantees of the Company shall be handled in accordance with these Rules.

• Article 2. The term "endorsements/guarantees" as used in these Operational Procedures refers to the following:

• I. Financing endorsements/guarantees, including:

  • (I) Bill discount financing.

  • (II) Endorsement or guarantee made to meet the financing needs of another company.

  • (III) Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the Company itself.

• II. Customs duty endorsement/guarantee, meaning an endorsement or guarantee for the Company or another company with respect to customs duty matters.

• III. Other endorsements/guarantees, meaning endorsements or guarantees beyond the scope of the above two paragraphs.

• IV. Any creation by the Company of a pledge or mortgage on its chattel or real property as security for the loans of another company.

• Article 3. The Company may make endorsements/guarantees for the following companies:

• I. A company with which it does business.

• II. A company in which the Company directly and indirectly holds more than 50% of the voting shares.

• III. A company that directly and indirectly holds more than 50% of the voting shares in the 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 Company. This restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares.

• Article 4. Ceilings on the Amount of Endorsement/Guarantee

• I. The Company's aggregate amount of endorsements/guarantees is limited to 50% of the Company's net worth. The amount of its endorsements/guarantees for any single entity shall not exceed 45% of the Company's net worth.

• II. The Company and subsidiaries' aggregate amount of endorsements/guarantees for external entities shall not exceed 50% of the Company’s net worth. The maximum endorsements/guarantees for a single entity shall not exceed 45% of the Company’s net worth.

• III. If the aggregate amount of endorsement of the Company and subsidiaries reaches over 50% of the Company's net worth, the necessity and reasonableness shall be explained at the shareholders' meeting.

• Article 5. Procedures for endorsements/guarantees made by the Company:

• I. The Chairman of the Board is authorized to, at his or her discretion, handle subsidiaries' endorsements/guarantees within the amount set forth in the preceding paragraph, which will subsequently be ratified by the Board of Directors.

• II. Where a subsidiary in which the Company holds, directly or indirectly, more than 90% of the voting shares provides endorsements/guarantees in accordance with Article 3, Paragraph 2, it shall submit the proposal to the Company's Board of Directors for approval before proceeding. This restriction shall not apply to endorsements/guarantees made between companies in which

40

the Company holds, directly or indirectly, 100% of the voting shares.

• III. Endorsements/guarantees for entities other than subsidiaries shall be proceeded after it is passed by the Board of Directors.

• IV. Where the Company needs to exceed the limits set out in the Operational Procedures for Endorsements/Guarantees to satisfy its business requirements, it shall obtain approval from the Board of Directors and half or more of the Directors shall act as joint guarantors for any loss that may be caused to the company by the excess endorsement/guarantee. It shall also amend the Operational Procedures for Endorsements/Guarantees accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit. The relevant plan to discharge the amount in excess shall be submitted to each Supervisor.

• V. Where the entity for which an endorsement/guarantee is made that met but no longer meets the requirements of Item 3, or the amount of endorsement/guarantee exceeds the limit because the basis of calculation changed, the Company shall cancel all of the amount of endorsements/guarantees or the part exceeding the limit upon the expiration of the agreement or adopt plans and cancel the same within a certain period of time. The same shall be reported to the Board of Directors.

• VI. The Company shall take into full consideration each Independent Director's opinions. If an Independent Director expresses any dissent or reservation, it shall be specifically recorded in the minutes of the Board meeting.

• Article 6. Operational Procedures and Control Procedures over Subsidiaries:

• I. When the Company makes or cancels endorsements/guarantees, an application detailing the name of the entity endorsed/guaranteed, warranty, amount and conditions and date for rescinding the endorsement or guarantee obligation shall be prepared and submitted by the financial department to the Chairman of the Board for authorization or to the Board of Directors for passage by resolution. The financial department shall post warranties to account and register the same in the memorandum book based on its nature. The memorandum book shall record in detail the following information for the record:

  • (I) the entity for which the endorsement/guarantee is made,

  • (II) the amount,

  • (III) the date of passage by the Board of Directors or of authorization by the Chairman of the Board,

  • (IV) the date the endorsement/guarantee is made,

  • (V) matters to be carefully evaluated under the foregoing evaluation and resolution procedures.

• II. If the entity for which the endorsement/guarantee is made is a subsidiary with net worth lower than one-half of the paid-in capital, the Company shall submit financial statements each quarter and adopts relevant control measures in accordance with internal audit procedures under Article 9.

  • If the subsidiary's stock has no denomination or the denomination of each share is NT$ 10, the amount of paid-in capital calculated in accordance with the above provisions shall be the sum of the capital reserve plus the issue premium.

• III. Where a subsidiary of the Company intends to provide endorsements/guarantees for others, the Company shall instruct it to formulate its own Operational Procedures for Providing Endorsements/guarantees in compliance with these Regulations, and it shall comply with the Operational Procedures when making endorsements/guarantees.

• IV. "Subsidiary" and "parent company" as referred to in these Rules shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Where its financial reports are prepared according to the International Financial Reporting Standards, "net

41

worth" in these Rules means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

• Article 7. Procedures for Use and Custody of Corporate Chops:

Relevant notes and corporate chops shall be separately kept by designated persons, and chops may be affixed or notes may be signed and issued only in accordance with the operational procedures stipulated by the Company. The relevant persons are appointed by the Chairman of the Board under the Board of Directors' authorization. The company shall use the corporate chop registered with the Ministry of Economic Affairs as the dedicated chop for endorsements/guarantees.

Article 8. Public announcement and regulatory filing procedures:

• I. General announcement and reporting:

  • (I) Announcement and reporting deadline: Enter the information reporting website designated by the competent authority in charge of securities before the 10th day of each month.

  • (II) Announcement and reporting content: The previous month's balance of endorsements/guarantees of the Company and its subsidiaries.

• II. Where the balance of endorsements/guarantees reach one of the following levels, the Company shall announce and report such event within 2 days commencing immediately from the date of occurrence:

  • (I) The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50% or more of the Company's net worth as stated in its latest financial statement.

  • (II) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20% or more of the Company's net worth as stated in its latest financial statement.

  • (III) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$ 10 million or more and the aggregate amount of all endorsements/guarantees for, long-term investment in, and balance of loans to, such enterprise reaches 30% or more of the Company's net worth as stated in its latest financial statement.

  • (IV) The amount of new endorsements/guarantees made by the Company or its subsidiaries reaches NT$ 30 million or more, and reaches 5% or more of the Company's net worth as stated in its latest financial statement.

  • The Company shall announce and report on behalf of any subsidiary thereof that is not a domestic public company any matters that such subsidiary is required to announce and report pursuant to Subparagraph 4 of the preceding paragraph.

• III. “Date of occurrence” in this Article means the date of contract signing for the transaction, date of payment, dates of Boards of Directors' resolutions, or other date that can confirm the counterparty and monetary amount of the endorsement/guarantee, whichever date is earlier.

• Article 9. Internal Audit:

• A. Internal 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.

• B. They shall promptly notify all supervisors in writing of any material violation found.

• Article 10. These Operational Procedures are passed by the Board of Directors; where any Director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion to each Supervisor and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Operational Procedures.

• During the Board of Directors' discussion under the preceding paragraph. If an Independent Director expresses any dissent or reservation, it shall be noted in the minutes of the Board meeting.

42

SDI Corporation's Articles of Incorporation (Before Amendment)

Chapter I General Provisions

• Article 1 The Company is incorporated in accordance with the provisions relating to companies limited by shares of the Company Act. The Company is named SDI Corporation. (English: SDI CORPORATION)

• Article 2 The Company's business is as follows:

• I. CA02010 Metal Architectural Components Manufacturing II. CA02030 Screw, Nut and Rivet Manufacturing III. CA02040 Metal Spring Manufacturing

• IV. CA02090 Metal Line Products Manufacturing

• V. CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified

• VI. CA03010 Metal Heat Treating VII. CC01080 Electronic Parts and Components Manufacturing.

• VIII. CC01110 Computers and Computing Peripheral Equipment Manufacturing

• IX. CH01030 Stationery Articles Manufacturing

• X. CQ01010 Die Manufacturing

• XI. F401010 International Trade

• XII. I301030 Digital Information Supply Services XIII. J399010 Software Publication

• XIV. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

• Article 3 The Company's investment in other entities shall be passed by the Board of Directors, but the total amount of investment shall not be limited by the amount limit under Article 13 of the Company Act.

• Article 4 The Company may act as a guarantor for its business needs.

• Article 5 The Company is incorporated in Changhua County. Where necessary, the Board of Directors may resolve to set up branches or factories both at home or abroad. The same applies to setting up or moving factories.

• Article 6 Deleted

• Chapter 2 Shares Article 7 The total capital of the Company is set at NT$ 2.7 billion, divided into 270 million shares. Each share is worth NT$ 10. The Board of Directors is authorized to issue them in installments.

• Article 8 The Company's share certificate is registered, which are issued after being signed or sealed by the Chairman of the Board and three or more Directors and attested in accordance with laws.

• The Corporation may be exempted from printing any stock certificate for the shares issued. However, the Corporation shall appoint a centralized securities custody enterprise/institution to make registration of such shares.

• Article 9 Deleted

• Article 10 Deleted

• Article 11 The shares shall not be transferred 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. The transfer registration of shares is stopped thereof.

• Article 12 Deleted Chapter 3 Shareholders’ Meeting Article 13 Shareholders' meeting shall be of regular meeting and special meeting. The regular shareholders' meeting referred to in the preceding Paragraph shall be convened within 6 months after close of each fiscal year, unless otherwise approved by the competent

43

	authority for good cause shown. Special meetings shall be convened according to the law
	when necessary. A shareholders meeting shall, unless otherwise provided for in the
	Company Act, be convened by the Board of Directors.
Article 14	A notice to convene a regular shareholders' meeting shall be given to each shareholder no
	later than 30 days prior to the scheduled meeting date. A notice to convene a special
	shareholders' meeting shall be given to each shareholder no later than 15 days prior to the
	scheduled meeting date. The date, venue, cause(s) or subject(s) of a shareholders' meeting
	to be convened shall be indicated in the individual notice to be given to shareholders and
	the announcement.
Article 15	In the event a shareholder cannot attend the shareholders' meeting, he or she may, in
	accordance with Article 177 of the Company Act, execute a proxy form printed and issued
	by the Company stating therein the scope of authorization and appoint a proxy to attend on
	his or her behalf. Save and except for Article 177 of the Company Act, methods for
	shareholders to appoint proxy for attendance shall be handled in accordance with
	Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of
	Public Companies stipulated by the competent authority.
Article 16	The Chairman of the Board shall serve as the chairperson when a shareholders' meeting is
	convened by the Board of Directors. If the Chairman of the Board is absent or cannot
	perform his duty for any reason, the delegation process shall be carried out in accordance
	with Article 208 of the Company Act.
	For a shareholders meeting convened by any other person having the convening right, he or
	she shall act as the chairperson of that meeting. However, if there are two or more persons
	having the convening right, the chairperson of the meeting shall be elected from among
	them.
Article 17	Unless otherwise stipulated for in the Company Act, resolutions at a shareholders' meeting
	shall be adopted by a majority vote of the shareholders present, who represent more than
	one-half of the total number of voting shares.
Article 18	The shareholders of the Company shall have one voting right for each share, unless
	otherwise regulated under Article 179 of the Company Act or other laws and regulations.
Article 19	Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the
	meeting, which shall include: the date and place of the meeting, number of shareholders
	attended, number of shares represented, number of voting shares, the name of the
	chairperson, adopting items and the method of adopting resolutions. The minutes of the
	shareholders' meeting shall be affixed with the signature or seal of the chairperson of the
	meeting, and then be kept in the Company with shareholders' sign-in book and proxy forms
	in accordance with Article 183 of the Company Act. The minutes of the meeting shall be
	distributed to each shareholder within 20 days after the meeting. The preparation and
	distribution of the minutes of shareholders' meeting may be affected by means of electronic
	transmission, and may be affected by entering the same to the Market Observation Post
	System for announcement.
Chapter 4	Directors and Supervisors
Article 20	The Company has five to seven directors and two supervisors who shall be elected by the
	Shareholders’ Meeting from among the persons with disposing capacity. The term of office
	of a Director and a Supervisor is 3 years, but he or she may be eligible for re-elections. In
	case no election of new Directors is affected after expiration of the term of office of
	existing directors, it will be handled in accordance with Article 195 of the Company Act.
	Among the directors under the preceding paragraph, Independent Directors shall not be less
	than two in number and not less than one-fifth of the total number of Directors. The
	election for Directors and Supervisors adopts candidate nomination system and the
	shareholders' meeting shall elect the Independent Directors from the candidate list.
	Regulations governing the professional qualifications, restrictions on shareholdings and
	concurrent positions held, assessment of independence, method of nomination, and other

44

matters for compliance with respect to independent directors shall be prescribed by the competent authority in charge of securities.

After being elected, the Company may obtain liability insurance with respect to exercising their duties during their terms with the Board of Directors' resolution.

The percentage of shareholdings of all Directors and Supervisors shall be in accordance with regulations prescribed by the competent authority in charge of securities.

• Article 21 The Directors shall elect from among themselves a Chairman of the Board by a majority in a meeting attended by over two-thirds of the Directors. The directors may elect a Vice Chairman of the Board. The Chairman of the Board shall have the authority to represent the Company. The Company’s Board meeting shall be convened by the Chairman of the Board, who shall act as chairperson of the meeting, provided the first Board meeting of each term after an election of Directors shall be convened in accordance with Article 203 of the Company Act. Reasons for convening a Board of Directors' meeting shall be notified to Directors and Supervisors no later than 7 days before the meeting. In the event of an emergency, a meeting may be convened at any time. The notice of convening the Board of Directors' meeting shall be delivered in written, fax, or electronic form.

• Article 22 When the vacancies on the Board of Directors exceed one-third of the total number of the Directors, the Board of Directors shall convene a special shareholders’ meeting within 60 days for by-election. The newly elected directors shall serve the remaining terms.

• Article 23 Directors form the Board of Directors, which has the following functions and powers:

• I. Formulation of various articles of association.

• II. Decision of business policies. III. Review of budgets.

• IV. Decision of important personnel placement.

• V. Formulation of earnings distribution or loss make-up.

• VI. Planning and approval of important property and real property acquisition and disposal.

• VII. Proposals of capital increase or decrease.

• VIII. Planning and approval of investments in other businesses.

• Other functions and powers conferred by the shareholders' meeting.

• Article 24 Unless otherwise provided by the Company Act, a resolution of the Board of Directors shall be adopted by the consent of a half of the directors in attendance at the meeting where a half of the total number of Directors presents. If a Director is unable to personally attend the Board meeting for cause, he or she may authorize another director to attend on his or her behalf in accordance with the laws. No Director may act as a proxy for more than one other Director.

The Board of Directors' meeting is convened by video conference. Attendance via video conference is deemed to be attendance in person.

• Article 25 Deleted Article 26 The supervisors have the following functions and powers: I. Investigation in financial conditions. II. Auditing financial books and documents. III. Supervising business.

• IV. Reviewing final accounts statement and books and submitting reports and opinions to the shareholders' meeting.

• V. Other functions and powers authorized according to laws and regulations and the shareholders' meeting.

• Article 27 In addition to perform supervising duties according to the laws and regulations, supervisors may attend the meeting of the Board of Directors to express their opinions without voting powers.

• Article 28 The Board of Directors is authorized to determine the remunerations of Directors and Supervisors according to their participation in and contribution to the Company's operation

45

	and with reference to the common remuneration level of counterparts in the industry.
	The Board of Directors is authorized to determine and distribute the remunerations of
	Independent Directors according to the Company's business.
Chapter 5	Managerial Officer
Article 29	The Company may have managerial officers. Appointment, dismissal and compensation of
	the managerial officers shall be decided in accordance with Article 29 of the Company Act.
Chapter 6	Accounting
Article 30	The Company's fiscal year starts from the beginning to the end of the same year. At the end
	of each fiscal year, the Company shall prepare final accounts.一月一日十二月卅一日
Article 31	At the end of each fiscal year, the Board of Directors shall make the following books and
	submit the same to Supervisors for audit 30 days prior to the shareholders' meeting. The
	Supervisors shall issue a report and submit it with the books to the shareholders' meeting
	for recognition.
	I. Business report.
	II. Financial statements.
	III. Earnings distribution or loss make-up proposals.
Article 32	In the event the Company's final accounts of the year have earnings, the Company shall set
	aside 1.5% as employees' compensation and no more than 1.5% as Directors' and
	Supervisors' remuneration. After the Board of Directors resolves for distribution, taxes
	shall be filed in accordance with laws. Then, 10% will be set aside as a legal reserve.
	However, when the legal reserve amounts to the Company's paid-up capital, this may not
	apply. After setting aside or reversing the special reserve, together with the accumulated
	undistributed earnings, the Board of Directors shall propose earnings distribution in
	accordance with the Company's dividends policy under Article 32-1 and submit the same to
	the shareholders' meeting for resolution.
	In the event the Company accumulated loss from the previous years and the Company has
	distributable earnings in the current year, the loss shall be covered before setting aside
	employees' compensation and Directors' and Supervisors' remuneration. Reservation per
	ration set forth in the preceding paragraph shall be applied to the remaining balance. Where
	employees' compensation is paid in shares or cash, it shall be distributed to employees of
	subsidiaries meeting certain requirements.
	For earnings distribution, in the event the number of outstanding shares is affected by
	repurchase of the Company's shares or transfer, conversion, cancellation of treasury shares,
	and the allotment ratio of shareholders is thus changed, the Board of Directors is authorized
	to handle the change of registration.
Article 32-1	The Company's dividends policy is stipulated by the Board of Directors based on business
	plans, investment plans, capital budgeting and changes in internal and external
	circumstances. The Company is now in a stage of stable business growth. The earnings
	distribution shall primarily be made in cash dividends, but stock dividends are allowed.
	However, in principle, the ratio of stock dividends shall not be higher than 50% of the total
	amount of dividends.
Chapter 7	Supplementary Provisions
Article 33	The Company’s organizational rules and regulations shall be stipulated separately by the
	Board of Directors.
Article 34	Matters not stipulated in these Articles shall be handled in accordance with the Company
	Act and other laws and regulations.
Article 35	The Articles were established on August 7, 1967; the first amendment was on August 31,
	1969; the second amendment was on November 11, 1973; the third amendment was on
	February 9, 1976; the fourth amendment was on December 1, 1978; the fifth amendment
	was on June 19, 1982; the sixth amendment was on January 12, 1983; the seventh
	amendment was on March 25, 1983; the eighth amendment was on February 15, 1986; the
	ninth amendment was on December 15, 1989; the tenth amendment was on November 1,

46

1991; the eleventh amendment was on August 26, 1992; the twelfth amendment was on September 23, 1993; the thirteenth amendment was on April 27, 1993; the fourteenth amendment was on July 20, 1993; the fifteenth amendment was on February 19, 1994; the sixteenth amendment was on June 10, 1994; the seventeenth amendment was on May 16, 1995; the eighteenth amendment was on March 21, 1995; the nineteenth amendment was on May 16, 1997; the twentieth amendment was on April 23, 1998; the twenty-first amendment was on May 12, 1999; the twenty-second amendment was on May 24, 2000; the twenty-third amendment was on June 12, 2001; the twenty-fourth amendment was on June 21, 2002; the twenty-fifth amendment was on June25, 2003; the twenty-sixth amendment was on March 23, 2005; the twenty-seventh amendment was on June 23, 2005; the twenty-eighth amendment was on June 23, 2006; the twenty-ninth amendment was on June 25, 2009; the thirtieth amendment was on June 25. 2010. The thirty-first amendment was on June 28, 2012. The thirty-second amendment was on June 24, 2014. The thirty-third amendment was on June 22, 2016.

SDI Corporation Responsible person: J.S. Chen

47

SDI Corporation's Rules of Procedure for Shareholders' Meetings

• Article 1 To establish a strong governance system of the Shareholders' Meeting, a sound supervisory capability, and to strengthen its management mechanism for the Company, the Rules are adopted pursuant to Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

• Article 2 The procedures rules for the Company's shareholders' meetings shall be in accordance with these Rules unless otherwise stated by law, regulation, or the Articles of Incorporation.

• Article 3 Unless otherwise stated by regulations, the shareholders' meetings are convened by the Board of Directors.

• 30 days before the Company convenes a regular shareholders’ meeting or 15 days before a special shareholders’ meeting, the Company shall prepare electronic files of the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors or supervisors, and other matters on the shareholders’ meeting agenda, and upload them to the Market Observation Post System. 21 days before the Company convenes a regular shareholders’ meeting or 15 days before a special shareholders’ meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplemental materials referred to in the preceding paragraph, and upload it to the Market Observation Post System. 15 days before the date of shareholders' meeting, the shareholders' meeting agenda handbook and supplementary information shall be prepared for shareholders' perusal at any time, displayed at the company and the company's professional shareholder services agency, and distributed on-site during the shareholders' meeting.

The notice and public announcement shall indicate the reasons for convening the meeting. The notice, if agreed by counterparties, may be delivered by electronic means. Election or discharge of directors and supervisors, alteration of the Articles of Incorporation, dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described, and shall not be brought up as extempore motions.

• Shareholders holding 1% or more of the total number of outstanding shares of the Company may submit a written proposal to the Company for discussion at an annual general meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. When any of the circumstances provided in Paragraph 4, Article 172-1 of the Company Act applies to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

• Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than 10 days.

• The number of words of a proposal to be submitted by a shareholder shall be limited to not more than 300 words, and any proposal containing more than three hundred words shall not be included in the agenda of the shareholders’ meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders’ meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal. The Company shall, prior to preparing and delivering the shareholders’ meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders’ meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the Board of Directors at the shareholders’ meeting to be convened.

Article 4 Shareholders may appoint a proxy to attend the shareholders' meeting through a letter of appointment printed by the Company, stating the scope of authorization to the proxy.

48

A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the Company no later than 5 days prior to the meeting date of the shareholders’ meeting. In case two or more written proxies are received from one shareholder, the first one received by the company shall prevail. However, the foregoing does not apply to where an explicit statement to revoke the previous written proxy is made in the proxy which comes later.

After the service of the power of attorney of a proxy to the Company, in case the shareholder issuing the said proxy intends to attend the shareholders’ meeting in person or to exercise his/her/its voting power in writing or by way of electronic transmission , a proxy rescission notice shall be filed with the Company 2 days prior to the date of the shareholders’ meeting as scheduled in the shareholders’ meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

• Article 5 The place for convening a shareholders meeting shall be held inside the Company's location, or any other place convenient for the shareholders and suitable for holding of the said meeting. The time for commencing the said meeting shall not be earlier than 9 a.m. or later than 3 p.m..

• Article 6 The Company shall state the check-in location and other notes in the shareholders' meeting's notice. The check-in location shall have clear marking and sufficient and capable staff for handling the check-in process.

• Shareholders and their proxies (hereinafter referred to collectively as "Shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

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 has been delegated to attend the shareholders' meeting, only one person should be delegated as proxy.

• Article 7 For a shareholders' meeting convened by the board of directors, the chairperson of the meeting shall be the Chairman of the Board. In case the Chairman of the Board is on leave or absent or cannot exercise his or her power and authority for any cause, the Vice Chairman shall act on his or her behalf. In case there is no Vice Chairman, or the Vice Chairman is also on leave or absent or unable to exercise his or her power and authority for any cause, the Chairman of the Board shall designate one of the Managing Directors, or where there is no managing Directors, one of the Directors to act on his or her behalf. In the absence of such a designation, the Managing Directors or the Directors shall elect from among themselves an acting Chairman of the Board.

When a Managing Director or a director serves as the chairperson as referred to in the preceding paragraph, the Managing Director or the Director shall be one 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 chairperson.

• A shareholders' meeting convened by the Board of Directors shall be chaired by the Chairman of the Board in person. It is advisable that the shareholders' meeting to be attended by a majority of the Directors, at least one Supervisor in person, and at least one member from each of the functional committees. The attendance record of the meeting shall be recorded in the shareholders' meeting minutes.

For a shareholders meeting convened by any other person having the convening right, he or she shall act as the chairperson of that meeting. However, if there are two or more persons having the convening right, the chairperson of the meeting shall be elected from among them.

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

• Article 8 The Company shall continuously record the meeting proceeding and the entire election in both video and audio format.

The aforementioned recordings shall be kept for at least one year. If, however, a shareholder

49

		files a lawsuit based on Article 189 of the Company Act, the recordings 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 or sign-in cards handed, and the number of shares of voting rights is
		exercised in writing or electronically.
		When it is the meeting time, the chairperson shall announce that the meeting starts
		immediately. However, when less than half of all issued shares are represented in the meeting
		by then, the chairperson may announce the meeting postponed; the postponement may be
		called for two times at most. The total number of postponed times shall not exceed 1 hour. If
		the quorum is still not met after two postponements are still not met, the chairperson shall
		declare the meeting adjourned.
		If the aforementioned two postponements still fail to meet the quorum, but the number of
		shares that represent more than one-third of the total number of issued shares are present,
		tentative resolutions may be resolved pursuant to Article 175-1 of the Company Act, and
		each shareholder will be notified of the tentative resolutions, and another shareholders'
		meeting will be convened within one month.
		If, prior to conclusion of the meeting, the attending shareholders represent more than half of
		the total number of issued shares, the chairperson may resubmit the tentative resolutions 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. 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 chairperson may not arbitrarily declare the adjournment of the meeting before the end of
		proceedings (including extempore motions). If the chairperson declares the meeting
		adjourned in violation of the rules of procedure, other members of the Board of Directors
		shall promptly assist the attending shareholders in electing a new chairperson in accordance
		with statutory procedures, by agreement of a majority of the votes represented by the
		attending shareholders, and then continue the meeting.
		The chairperson shall allow ample opportunity during the meeting for explanation and
		discussion of the proposals and of the amendments or extempore motions put forward by the
		shareholders; when the chairperson is of the opinion that a proposal has been discussed
		sufficiently to put it to a vote, he or she may announce the end of the discussion and call for
		the vote.
Article	11	A shareholder wishing to speak in a shareholders meeting shall first fill out a speaker's slip,
		specifying therein the essentials of his speech, his or her shareholder account number (or
		attendance card number) and the account name, and the chairperson shall determine his or
		her order of giving a speech.
		A shareholder who has submitted a speaker's slip but does not actually speak shall be deemed
		to have not spoken. If the contents of speech are inconsistent with the contents of speaker's
		slip, the contents of speech shall prevail.
		Except with the consent of the chairperson, a shareholder may not speak more than twice on
		the same proposal, and a single speech may not exceed five minutes. If the shareholder's
		speech violates the rules or exceeds the scope of the issue under discussion, the chairperson
		may terminate the speech.
		When a shareholder attends the shareholders' meeting, other shareholders may not speak or
		interrupt unless they have sought and obtained the consent of the chairperson and the
		shareholder that has the floor. The chairperson shall stop any violation.
		When a juristic person shareholder appoints two or more representatives to attend a
		shareholders' meeting, only one of the representatives may speak on the same proposal.
		After an attending shareholder has spoken, the chairperson may respond in person or direct
		relevant personnel to respond.
Article	12	Voting at a shareholders' meeting shall be calculated based the number of shares.

50

For the resolutions of the shareholders' meeting, the number of shares of the non-voting shareholders is not included in the total number of issued shares.

A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the Company, shall not vote nor exercise the voting right on behalf of another shareholder.

In passing a resolution at a shareholders' meeting, shares for which voting right cannot be exercised as provided in the preceding paragraph shall not be counted in the number of votes of shareholders present at the meeting.

Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.

Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted or deemed non-voting shares under Paragraph 2, Article 179 of the Company Act. The Company may allow shareholders to exercise their voting power in writing or by way of electronic transmission in a shareholders' meeting. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders’ meeting in person. However, he or she shall be deemed to have waived his or her voting power in respective of any extempore motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders’ meeting. Therefore, it is advisable that the Company avoids proposing any extempore motion(s) and amendment(s) to the contents of the original proposal(s). In case a shareholder elects to exercise his/her/its voting power in writing or by way of electronic transmission, his or her declaration of intention shall be served to the company 2 days prior to the scheduled meeting date of the shareholders' meeting, whereas if two or more declarations of the same intention are served to the company, the first declaration of such intention received shall prevail. However, the foregoing does not apply where an explicit statement to revoke the previous declaration is made in the declaration which comes later. In case a shareholder who has exercised his/her/its voting power in writing or by way of electronic transmission intends to attend the shareholders' meeting in person, he or she shall, 2 days prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his or her voting power, serve a separate declaration of intention to rescind his or her previous declaration of intention made in exercising the voting power under the preceding paragraph. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his or her voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting in his or her behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail.

Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act and the Company's Articles of Incorporation, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. In resolving an item, if the chairperson consults all shareholders present and there is no dissent, it is deemed to be passed, and its effect is the same as voting. In the event of dissents, the resolution shall be voted pursuant to the preceding paragraph, and the shareholders' consent, objection and waiver shall be entered into the Market Observation Post System on the same day after the shareholders' meeting is convened.

When there is an amendment or an alternative to a proposal, the chairperson 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. Scrutineers and vote counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that all scrutineers shall be shareholders of the Company. Vote counting for resolution or elections in a shareholders' meeting shall be conducted within the location of the shareholders' meeting. Immediately after vote counting is completed, the results of the voting, including the numbers of votes, shall be announced on-site at the

51

		meeting, and a record is made for 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 of the Company, and the
		election results shall be announced on-site immediately, including the names of those elected
		as Directors or Supervisors and the numbers of voting rights with which they were elected.
		The ballots for the election under the preceding paragraph shall be sealed with the signatures
		of the scrutineers and kept in proper custody for at least 1 year. If, however, a shareholder
		files a lawsuit based on Article 189 of the Company Act, the recordings shall be retained until
		the conclusion of the litigation.
Article	15	Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the
		meeting, which shall be affixed with the signature or seal of the chairman of the meeting and
		shall be distributed to all shareholders of the Company within 20 days after the close of the
		meeting. The preparation and distribution of the minutes of shareholders' meeting may be
		effected by means of electronic transmission.
		The Company may distribute the meeting minutes as described in the preceding paragraph by
		entering the same to the Market Observation Post System for public announcement.
		The minutes of shareholders' meeting shall record the date and place of the meeting, the
		name of the chairperson, the method of adopting resolutions, and a summary of the essential
		points of the proceedings and the results of the meeting. The minutes shall be kept
		persistently throughout the life 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 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 chairperson may direct the inspectors or security personnel to help maintain order at the
		meeting place. The pickets or security personnel shall wear armbands with the word "Picket"
		when maintaining order.
		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 chairperson may stop the
		shareholder from so doing.
		If the shareholder violates the rules of procedures and defies the chairperson's instruction, and
		obstructs the proceedings and refuses to stop, the chairperson may direct the pickets or security
		personnel to escort the shareholder out of the venue.
Article	18	When a meeting is in progress, the chairperson may announce a break based on time
		considerations. If a force majeure event occurs, the chairperson may rule the meeting
		temporarily suspended and announce a time when, in view of the circumstances, the meeting
		will be resumed.
		Before the completion of agendas (including extraordinary motions) of the shareholders'
		meeting, if the meeting venue is not available for continued use, the shareholders' meeting
		may decide to seek a new venue to resume the meeting.
		The shareholders' meeting may, in accordance with the provisions of Article 182 of the
		Company Act, decide to postpone or resume the assembly within 5 days.
Article	19	The Rules, along with any amendments hereto, shall be implemented after adoption by
		shareholders' meetings.

52

		SDI Corporation's Rules for Director and Supervisor Elections
Article	1	Except as otherwise provided by law and regulation or by the Company's Articles of
		Incorporation, elections of the Directors or Supervisors shall be conducted in accordance with
		the Rules.
Article	2	The cumulative voting method shall be used for the Company's election of the Directors or
		Supervisors. 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.
		Elections of Independent Directors of the Company shall be conducted in accordance with the
		candidate nomination system set out in Article 192-1 of the Company Act.
Article	3	The Company's Directors or Supervisors will count the voting rights for independent
		directors and non-independent directors separately and based on the quota provided by the
		Articles of Incorporation. Candidates who have more votes will be elected in the order of
		votes. In the event a person is simultaneously elected as a Directors or Supervisor, he or she
		shall decide to be either a Directors or Supervisor. In the event two or more people have the
		same vote and the elected people exceeds the quota, it shall be determined by lot drawing
		among the people who have the same vote, and the chairperson will act on behalf of those not
		present in the lot drawing.
		The qualifications of the Independent Directors of the Company shall be in accordance with
		the provisions of Articles 2, 3 and 4 of the Measures for the Establishment and Compliance of
		Independent Directors of Public Offering Companies.
		The selection of independent directors of the Company shall be in accordance with Articles 5,
		6, 7, 8 and 9 of the Measures for the Establishment and Compliance of Independent Directors
		of Public Offering Companies, and shall be based on the listing. Article 24 of the Code of
		Practice for Corporate Governance of Cabinets shall be handled.
Article	4	When the election begins, the chairperson shall designate scrutineers and vote counting
		personnel to conduct oversight and vote counting.
		Scrutineers in the preceding paragraph shall be shareholders of the Company.
Article	5	The Company shall prepare and issue the ballots. Each ballot shall specify the attendance card
		number and the number of voting rights of a voter.
Article	6	A voter shall specify the name or the attendance card number of the person to be elected in
		the column of "The Person to be Elected." It may note the shareholder account number in
		addition. If he or she is not a shareholder, the name and identification number of the person to
		be elected shall be specified. However, if a juristic person shareholder has two or more
		representative as people to be elected, the juristic person's name shall be filled in the column
		of the person to be elected on the ballot. Alternatively, the juristic person's name or its
		representatives' name shall be filled in.
		Filling in the name, account number and identification number of a person to be elected in the
		preceding paragraph may be replaced by affixing a chop.
Article	7	Article 10 Ballots are deemed void in any of the following circumstances:
		1. A ballot under these Rules is not used.
		2. A blank ballot is placed in the ballot box.
		3. The writing is ambiguous and cannot be identified.

53

1. Inconsistent account name and shareholder account name with the shareholders ledger when the person to be elected filled in is a shareholder; or otherwise the name and identification number are not consistent upon check.

2. Two or more people to be elected are filled in the same ballot.

3. Texts other than the name and shareholder account number or identification number of the person to be elected are included.

4. The name of the person to be elected elector is the same as that of the other shareholders, and the shareholder number or the identity card is not filled in to identify the person.

5. Article 8 Separate ballot boxes are set up for Directors or Supervisors election. Article 9 Ballot boxes are prepared by the Board of Directors and will be opened for examination by scrutineers before voting.

6. Article 10 The votes shall be calculated on-site immediately after voting completes, and the results of the calculation shall be announced by the chairperson or a person designated by the chairperson on-site.

7. The ballots for the election under the preceding paragraph shall be sealed with the signatures of the scrutineers and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit based on Article 189 of the Company Act, the same shall be retained until the conclusion of the litigation.

8. Article 11 The Company will separately send notice for being elected to directors and supervisors elected by voting. The elected will sign a letter expressing their will to take on the post.

9. Article 12 Matters not detailed in these Rules shall be handled in accordance with the Company Act and relevant laws and regulations and the Articles of Incorporation.

10. Article 13 The Rules and any amendments thereto shall be implemented after being approval at the shareholder's meeting.

54

 SDI Corporation's Shareholding of Directors and Supervisors

Upon the date share transfer is stopped for this shareholders' meeting (April 25, 2020), the shareholding of all Directors or Supervisors on the shareholders roster is as below:

Title	Name	Date elected	Shareholding while elected	Shareholding while elected	Shares held as of the book closure date	Shares held as of the book closure date
			Shares	%	Shares	%
Chairman of the Board	S.J. Chen	June 22, 2018	8,248,794	4.53%	8,248,794	4.53%
Director	Jerome Chen	June 22, 2018	3,129,707	1.72%	3,129,707	1.72%
Director	Weite Chen	June 22, 2018	9,327,690	5.12%	9,327,690	5.12%
Director	Chao- hung Chen	June 22, 2018	330,406	0.18%	330,406	0.18%
Director	Chieh- hsuan Chen	June 22, 2018	0	0.00%	0	0.00%
Independent Director	Wen-i Chiang	June 22, 2018	0	0.00%	0	0.00%
Supervisor	Sheng-yen Hsieh	June 22, 2018	121,632	0.07%	121,632	0.07%
Supervisor	Chiung- ying Chung	June 22, 2018	1,115,920	0.61%	1,341,920	0.74%

Note 1: The statutory minimum of shares held by all Directors is 13,660,518 shares. Upon

April 25, 2020, 21,036,597 shares are held by all Directors.

Note 2: The statutory minimum of shares held by all Supervisors is 1,366,051 shares. Upon April 25, 2020, 1,463,552 shares are held by all Supervisors.

55