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SYNCOMM AGM Information 2025

Jun 4, 2025

52300_rns_2025-06-04_e5fda30f-dd34-4a86-953d-722e2e1642a3.pdf

AGM Information

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Stock Code: 3150

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Syncomm Technology Corp.

2025 Annual Shareholders' Meeting Meeting Handbook (Translation)

May 23, 2025

Room Bach

(4th Floor, No.1, Industry E. 2nd Rd., Hsinchu Science Park, Hsinchu City)

Table of Contents

I.
Meeting Procedures……………………………………………………
1
II. Meeting Agenda………………………………………………………. 2
III. Matters to be Reported……………………………………………….. 3
IV. Matters for Acknowledgement……………………………………….. 5
V. Matters for Discussion……………………………………………….. 6
VI. Extemporary Motions………………………………………………… 10
Attachment
I.
2024 Audit Committee's Review Report………………………….
11
II.
2024 Business Report……………………………………………..
12
III. 2024 Independent Auditor's Report and Financial Statements…… 15
IV. Comparison Table for Amendment to the "Articles of
Incorporation"………………………………..…………………… 25
V.
Comparison Table for Amendment to the "Procedures for the
Acquisition & Disposal of Assets"………………………………... 27
VI. Comparison Table for Amendment to the "Procedures for Loaning
of Funds and Making of Endorsements/Guarantees"……………… 40
VII. Comparison Table for Amendment to the "Rules for the Election of
Directors"………………………………………………………….. 45
VIII.Description for Non-Competition Restrictions on Directors………. 47
Appendix
I.
Articles of Incorporation (Before Amendments)………………….
48
II.
Rules of Procedure for Shareholders' Meetings…………………..
53
III.
Shareholdings of All Directors……………………………………
59

I. Meeting Procedures

  1. Call Meeting to Order

  2. Chairman's Remarks

  3. Matters to be Reported

  4. Matters for Acknowledgement

  5. Matters for Discussion

  6. Extemporary Motions

  7. Meeting Adjourned

1

II. Meeting Agenda

Method of Meeting: Physical Shareholders' Meeting

Date and Time: 10:00 a.m., May 23, 2025 (Friday)

Location: Room Bach, 4th Floor, No.1, Industry E. 2nd Rd., Hsinchu Science Park, Hsinchu City

  1. Call Meeting to Order

  2. Chairman's Remarks

  3. Matters to be Reported

  4. (1)2024 Audit Committee's Review Report

  5. (2)2024 Compensation Distribution to Directors and Employees

  6. (3)2024 Cash Dividend from Earnings Distribution and Capital Surplus

  7. (4)Report on the Private Placement of Securities

  8. (5)Other matters to be reported

  9. Matters for Acknowledgement

  10. (1)Acknowledgement of the 2024 Business Report and Financial Statements

  11. (2)Acknowledgement of the 2024 Earnings Distribution

  12. Matters for Discussion

  13. (1)Proposal for amendment to the “Articles of Incorporation”

  14. (2)Proposal for amendment to the “Procedures for the Acquisition & Disposal of Assets”

  15. (3)Proposal for amendment to the “Procedures for Loaning of Funds and Making of Endorsements/ Guarantees”

  16. (4)Proposal for amendment to the "Rules for the Election of Directors"

  17. (5)Proposal for issuance of common shares through private placement

  18. (6)Proposal for release of the non-competition restrictions on Directors

  19. Extemporary Motions

  20. Meeting Adjourned

2

III. Matters to be Reported

Proposal 1:

Subject: 2024 Audit Committee's Review Report.

Description:

Please refer to Attachment I for the Audit Report of 2024 Financial Statements by the Audit Committee.

Proposal 2:

Subject: 2024 Compensation Distribution to Directors and Employees.

Description:

In accordance with Article 20 of the Company's Articles of Incorporation, the Company has allocated NT$1,621,537 as employee compensation and NT$969,864 as director compensation for the year 2024. These amounts represent 5% and 3%, respectively, of the 2024 net profit before tax and before deducting such compensations. Both the employee and director compensations will be distributed in cash.

Proposal 3:

Subject: 2024 Cash Dividend from Earnings Distribution and Capital Surplus.

Description:

  1. According to Article 20-1 of the Company's Articles of Incorporation, the Board of Directors resolved to distribute NT$17,750,801 in cash dividends to shareholders out of distributable retained earnings for 2024, equivalent to NT$0.4 per share. In addition, NT$26,626,201 will be distributed in cash from capital surplus derived from the premium on issued shares, equivalent to NT$0.6 per share.

  2. The total distribution is based on 44,377,001 outstanding shares. The Chairman is authorized to determine the record date, payment date, and other relevant matters.

  3. The cash dividends will be distributed to shareholders based on their shareholding as recorded on the ex-dividend record date. Amounts will be rounded down to the nearest whole NT dollar, with the sum of fractional amounts classified as other income of the Company. If there is any change in the number of outstanding shares due to changes in the Company's ordinary shares that affect the number of outstanding shares, the Chairman is authorized to make the necessary adjustments in accordance with the law and regulations.

3

Proposal 4:

Subject: Report on the Private Placement of Securities.

Description:

  1. At the Annual Shareholders' Meeting held on April 17, 2024, shareholders resolved to authorize the Board of Directors to conduct a private placement of up to 3,000,000 shares of common stock by way of capital increase in up to two tranches within one year of the date of the resolution.

  2. Pursuant to Article 43-6 of the Securities and Exchange Act, private placement of common shares must be completed within one year from the date of the shareholders' resolution.

  3. Considering the Company's current operational status, the Board of Directors resolved on March 6, 2025, not to proceed with the private placement within the remaining authorized period.

Proposal 5:

Subject: Other Report Items.

Description:

Pursuant to Article 172-1 of the Company Act, the Company accepted shareholder proposals for the 2025 Annual Shareholders' Meeting during the period from March 10 to March 20, 2025. During this period, no proposals were received from shareholders holding 1% or more of the total issued shares.

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IV. Matters for Acknowledgement

Proposal 1: (Proposed by the Board of Directors)

Subject: 2024 Business Report and Financial Statements, please ratify.

Description:

  1. The Company's 2024 financial statements have been audited by CPA Huang, PeiChuan, and CPA Chen, Chin-Chang of PwC Taiwan, who issued an unqualified audit opinion.

  2. The 2024 Business Report and the aforementioned financial statements have been audited by the Audit Committee and are hereby submitted to the Annual Shareholders' Meeting for Acknowledgement in accordance with the law.

  3. Please refer to Attachments II and III for the business report and financial statements.

Resolution:

Proposal 2: (Proposed by the Board of Directors) Subject: 2024 earnings distribution, please ratify.

Description:

Pursuant to Article 20-1 of the Company's Articles of Incorporation, the 2024 Earnings Distribution Statement is proposed as follows.

Syncomm Technology Corp.

2024 Earnings Distribution Statement

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Items Amount (NT$)
Undistributed earnings at the beginning of the period 2,357,801
Add: Net income after tax for the year 30,770,803
Other comprehensive income – Remeasurement
563,531
of defined benefit plans
Less: Legal reserve (10%) (3,133,433)
Total distributable earnings 30,558,702
Distribution item:
17,750,801
Cash dividends to shareholders (Note)
Undistributed earnings at the end of the period 12,807,901
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(Note) NT$0.4 per share, calculated based on 44,377,001 shares outstanding.

Resolution:

5

V. Matters for Discussion

Proposal 1: (Proposed by the Board of Directors)

Subject: Proposal for amendment to the "Articles of Incorporation", please discuss.

Description:

In accordance with Article 14, Paragraph 6 of the Securities and Exchange Act and the Financial Supervisory Commission’s Order No. 1130385442 dated November 8, 2024, and in line with the Company's actual business operations, certain articles of the Company's Articles of Incorporation are proposed to be amended. Please refer to Attachment IV for the comparison table for amendments to the "Articles of Incorporation".

Resolution:

Proposal 2: (Proposed by the Board of Directors)

Subject: Proposal for amendment to the "Procedures for the Acquisition & Disposal of Assets", please discuss.

Description:

To comply with the Company's practical operations and legal regulations, certain provisions of the "Procedures for the Acquisition & Disposal of Assets" are proposed to be amended. Please refer to Attachment V for the comparison table for amendments to the "Procedures for the Acquisition & Disposal of Assets".

Resolution:

Proposal 3: (Proposed by the Board of Directors)

Subject: Proposal for amendment to the "Procedures for Loaning of Funds and Making of Endorsements / Guarantees", please discuss.

Description:

To comply with the Company's practical operations and legal regulations, certain provisions of the "Procedures for Loaning of Funds and Making of Endorsements / Guarantees" are proposed to be amended. Please refer to Attachment VI for the comparison table for amendments to the " Procedures for Loaning of Funds and " Making of Endorsements / Guarantees .

Resolution:

6

Proposal 4: (Proposed by the Board of Directors)

Subject: Proposal for amendment to the "Rules for the Election of Directors", please discuss.

Description:

To comply with the Company's practical operations and legal regulations, certain provisions of the "Rules for the Election of Directors" are proposed to be amended. Please refer to Attachment VII for the comparison table for amendments to the "Rules for Election of Directors".

Resolution:

Proposal 5: (Proposed by the Board of Directors)

Subject: Proposal for issuance of common shares through private placement, please discuss.

Description:

  1. In light of the growing trend of industry consolidation and strategic alliances, the Company aims to enhance its competitive advantage by introducing strategic investors who can contribute to technology development and product expansion. To ensure timeliness and cost-efficiency in capital raising, the Company proposes to conduct a capital increase through a private placement of common shares. The total number of shares to be issued shall not exceed 3,000,000 shares, each with a par value of NT$10, and the total increase in paid-in capital shall not exceed NT$30,000,000. This private placement may be carried out in up to two tranches within one year from the date of shareholder approval.

  2. In accordance with Article 43-6 of the Securities and Exchange Act, the following matters regarding the private placement are hereby explained:

  3. (1) The basis and reasonableness of the private placement pricing:

  4. The reference price shall be the higher of the following two calculations:

  5. (A) The simple average closing price of the common shares of the TWSE listed or TPEx listed company for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.

  6. (B) The simple average closing price of the common shares of the TWSE listed or TPEx listed company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.

The issue price per share for this private placement shall be determined based on a principle of no less than 80% of the reference price and not lower than the par

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value of NT$10. The actual issue price is proposed to be authorized by the shareholders' meeting and delegated to the Board of Directors to determine in accordance with applicable laws and within the pricing basis and range approved by the shareholders, taking into account negotiations with specific parties and prevailing market conditions at the time.

The pricing of the common shares to be privately placed will be determined in compliance with relevant regulations of the competent authority, while also considering the Company's operating performance, future prospects, and the reference price on the pricing date. The pricing method is considered reasonable.

(2) Selection method, purpose, necessity, and expected benefits of specific person for private placement:

The target investors for this private placement of securities will be strategic investors who meet the criteria set forth in Article 43-6 of the Securities and Exchange Act and Article 4, Paragraph 1, Subparagraph 2 of the "Directions for Public Companies Conducting Private Placements of Securities." Although specific investors have not yet been determined, the Company will proceed in accordance with relevant laws and regulations.

  • A. Investor Selection Method and Purpose:

To support the Company's future development and long-term operational planning, this private placement aims to introduce strategic investors who can contribute to the Company's future operations, thereby strengthening the Company's competitiveness in areas such as technology, product portfolio, customer structure, and market presence.

  • B. Necessity and Expected Benefits:

In view of future changes in market demand for products, and to enhance the Company's competitive advantages, it is proposed to introduce strategic investors who can contribute to the Company's future product and market development. Furthermore, the participation of placees can accelerate the Company's opportunities in product and market development. Through various industry integrations or joint research and development of markets, etc., it will help the Company improve technology, increase efficiency, and expand the market scale, which will contribute to the Company's stable growth and have a positive impact on shareholders' equity.

(3) Reasons for Not Using a Public Offering:

  • Considering factors such as the timeliness and convenience of capital raising, issuance costs, and the three-year restriction on transferability of privately placed shares, the Company believes a private placement will better ensure and strengthen long-term cooperation with strategic partners. Therefore, a public

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offering will not be pursued; instead, the Company proposes to conduct the fundraising via private placement.

(4) Use of Private Placement Funds and Expected Benefits:

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Planned
Planned Number of
Use of Private
Number of Private Expected Benefits
Placement Funds
Tranches Placement
Shares
Enabling the Company to
2,000,000
1st develop more market-
shares
competitive forward-
Enriching working
looking technologies.
capital, strengthening
Replenishing working
financial structure or
capital will enhance the
other capital needs in
1,000,000 Company's operating
2nd response to future
shares performance and overall
development.
competitiveness, which
will positively benefit
shareholders' equity.
For this multi-tranche private placement capital increase plan, any shares not issued in
the first tranche may be carried over and combined with the second tranche, provided
that the total number of shares issued shall not exceed 3,000,000 shares.
----- End of picture text -----

  • (5) There has been no significant change in the Company's managerial control within the 1 year period immediately preceding the day on which the board of directors resolves on the private placement, and the introduction of strategic investors through this private placement will not result in a significant change in managerial control.

  • (6) The independent directors expressed no objections or reservations regarding this private placement.

  • The rights and obligations of the common shares to be issued under this private placement shall be the same as those of the Company's existing issued common shares. However, in accordance with the Securities and Exchange Act, such privately placed common shares may not be freely transferred within three years from the date of delivery except to the specified persons as provided in Article 438 of the Act. Upon the expiration of the three-year restriction period, the Company will apply to the competent authority in accordance with applicable regulations to complete the supplementary procedures for public issuance and listing.

  • The major elements of this private placement plan—excluding the discount ratio approved by the shareholders' meeting—such as the actual issue price, number of shares, issuance terms, project details, fundraising amount, expected timeline, anticipated benefits, and all other matters related to the issuance plan, are hereby proposed to be authorized by the shareholders' meeting to the Board of Directors,

9

which may adjust, determine, and implement such matters in accordance with prevailing market conditions. The private placement price shall not be lower than the pricing basis and range resolved by the shareholders' meeting. In the event that adjustments are required due to directives from the competent authority, business evaluations, or objective circumstances, the Board of Directors is fully authorized to take all necessary actions accordingly.

Resolution:

Proposal 6: (Proposed by the Board of Directors)

Subject: Proposal for release of the non-competition restrictions on Directors, please discuss.

Description:

Pursuant to Article 209 of the Company Act: "A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval." In light of the Company's operational needs, we hereby explain to the shareholders' meeting the main contents of directors engaging in activities within the Company's business scope for themselves or on behalf of others, and respectfully request the shareholders' meeting to resolve to lift the noncompetition restrictions on directors. Please refer to Attachment VIII for relevant details on the non-competition activities.

Resolution:

VI. Extemporary Motions

Meeting Adjourned

10

Attachment I

Syncomm Technology Corp. 2024 Audit Committee's Review Report

Approved

The Company's Board of Directors has prepared the 2024 financial statements, business report, and earnings distribution proposal. The Company's 2024 financial statements have been audited by CPA Huang, Pei-Chuan, and CPA Chen, ChinChang of PwC Taiwan, who issued an unqualified audit opinion. The aforementioned financial statements, business report, and earnings distribution proposal have been reviewed by the Audit Committee, and no discrepancies were found. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report has been duly prepared and is hereby respectfully submitted for review.

Respectfully submitted to

2025 Annual Shareholders' Meeting of Syncomm Technology Corp.

Syncomm Technology Corp.

Convener of Audit Committee: Wu, Chih-Ming

March 6, 2025

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Attachment II

Syncomm Technology Corp.

2024 Business Report

I. 2024 Operating Results

In 2024, Syncomm Technology recorded operating revenue of NT$345,263 thousand, representing a 57.4% increase compared to NT$219,393 thousand in 2023. The growth was primarily driven by a recovery in the consumer electronics market and the easing of inventory adjustment pressure among end-brand customers, which helped restore sales momentum and contributed to an increase in gross profit. Operating expenses amounted to NT$145,168 thousand, up 11.3% from NT$130,431 thousand in 2023. This increase was mainly due to the provision for profit-based employee rewards and higher operating expenses in 2024. Non-operating income reached NT$10,593 thousand, a 170.7% increase from NT$3,913 thousand in 2023, mainly attributed to higher interest income, gains on financial assets, and an increase in foreign exchange gains.

Overall, in terms of 2024 financial performance, profit before tax was NT$29,810 thousand, net profit after tax was NT$30,771 thousand, and comprehensive net profit for the period was NT$31,334 thousand.

Unit: NTD Thousands; %

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Items 2023 2024
Operating revenue 219,393 100% 345,263 100%
Operating gross margin 103,077 47% 164,385 48%
Operating expenses 130,431 60% 145,168 42%
Operating profit (loss) (27,354) (13%) 19,217 6%
Non-operating income/expense 3,913 2% 10,593 3%
Net profit (loss) before tax (23,441) (11%) 29,810 9%
Net profit (loss) after tax (22,507) (10%) 30,771 9%
Total comprehensive profit
(22,555) (10%) 31,334 9%
(loss)
Basic earnings (loss) per share
($0.70) $0.72
(NTD)
----- End of picture text -----

II. 2024 Summary of Business Plan

In recent years, the complex and volatile global political and economic landscape has constantly influenced the pace of regional trade and economy, posing considerable challenges for global enterprises. However, the overall sales of consumer products have gradually recovered momentum due to the improved resilience of the entire post-pandemic supply chain. During this period, Syncomm Technology has also maintained close

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cooperation with customers and supplier partners, closely monitored market demand trends, and achieved significant growth in both revenue and profitability. Existing product application areas such as soundbars, musical instrument transmission, and high-fidelity headphones have all seen new customers contributing to revenue. Furthermore, the company continues to deepen its core technologies in software and algorithms and actively explore the remote control and AIoT-related application markets. Syncomm Technology maintains differentiation in its hardware and software integrated solutions through flexible business models and operational efficiency, enhancing overall competitiveness for customers, deepening the Company's competitive moat, and continuously improving operating performance.

III. 2025 Business Strategy and Plan

Syncomm Technology, with its SYNIC brand, pursues excellence in the core technologies of "high-fidelity, low-latency, and one-to-many wireless network architecture." In addition to continuously improving transmission bandwidth and anti-interference performance, its high-fidelity compression technology SHDC®, certified by the Japan Audio Society (JAS), and the SynicSA® spatial audio algorithm are progressively gaining customer recognition across various applications. This will increase market share in existing application markets and secure new customer project opportunities. Furthermore, Syncomm Technology is actively investing in the research and development of next-generation wireless chips and modules, focusing on the business opportunities of edge AI and wireless applications. The goal is to combine new 2.4GHz and 5GHz radio frequency designs with next-generation Bluetooth BT6/BT7 technology, along with audio, control, and AI algorithm development, to provide features such as Hi-Res high-fidelity audio, voice control, and spatial detection. This will demonstrate "high performance, low latency, and one-to-many" capabilities in smart home AIoT, AR/VR and smart glasses, as well as robot multi-sensor application scenarios, truly satisfying users' infinitely smart wireless experience and expanding the Company's business opportunities.

  • IV. Impact of External Competitive Environment, Regulatory Environment, and Overall Operating Environment

Looking ahead to 2025, we face new challenges posed by the rising tide of antiglobalization nationalism and the impact of tariff and trade wars on global political and economic issues. Additionally, environmental issues, although seemingly less emphasized, can at any time significantly impact the lives of all global citizens. The demands for corporate operational flexibility and speed will continue to increase. Syncomm Technology views these pressures not only as risks to be carefully managed but also as opportunities for strategic advantage in a highly competitive landscape. The Company will leverage its talent and management strengths, pursue innovative strategies, and strive for excellence in quality. In addition to complying with all relevant domestic regulations and aligning with the government's global ESG sustainability initiatives, the Company remains vigilant to policy developments in major sales regions and local governments. By continuously harnessing its expertise in operations and R&D, Syncomm Technology will adapt its

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business strategy to the new market normal with agility and resilience, all while maintaining its vision of delivering a perfect wireless experience. Through a commitment to sustainable, efficient, and low-latency smart living, and with the dedicated efforts of all employees and the support of shareholders, the Company will continue to deliver strong operating performance and reward shareholder confidence.

We hereby extend our best wishes for your continued good health and success in all your endeavors.

Chairman Lo, Sen-Chou President Huang, Liang-Chun Accounting Supervisor Liao, Li-Wen

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Attachment III

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Syncomm Technology Corp.

Opinion

We have audited the accompanying balance sheets of Syncomm Technology Corp. (the “Company”) as at December 31, 2024 and 2023, and the related statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

15

Attachment III

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2024 financial statements. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2024 financial statements are stated as follows:

Key audit matter - Allowance for inventory valuation losses

Description

The Company designs, manufactures and sells wireless audio control chips, modules and its related products. Please refer to Notes 4(11), 5(2) and 6(5) for the information relating to accounting policy, accounting estimates and assumptions, and allowance for inventory valuation losses. The Company’s percentage of inventories to total assets is significant and the industry is characterized by rapidly evolving technology. The valuation of obsolete inventory is mainly based on the market demand of such items in the future for a specific period, and the calculation of the net realizable value involves subjective judgment, which would result in a high degree of estimation uncertainty. As there might be material changes to the evaluation, we considered the valuation of inventory as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Assessed the reasonableness of provision policies relating to allowance for inventory valuation losses based on our understanding of the Company’s business and industrial nature.

  2. Tested the basis of market value used in calculating the net realizable value of individual inventory and recalculated the accuracy of its calculation.

  3. Validated the accuracy of the inventory aging report.

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Attachment III

Responsibilities of management and those charged with governance for the financial statements

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ responsibilities for the audit of the financial statements

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

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

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Attachment III

1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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Attachment III

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Huang, Pei-Chuan Chen, Ching Chang

For and on Behalf of PricewaterhouseCoopers, Taiwan

March 6, 2025


The accompanying individual financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying individual financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

19

SYNCOMM TECHNOLOGY CORP. INDIVIDUAL BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

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December 31, 2024 December 31, 2023
Assets Notes AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 67,545 9 $ 224,433 33
1110 Financial assets at fair value through 6(2)
profit or loss - current 151,883 20 179,565 26
1136 Financial assets at amortized cost - 6(3)
current 266,480 35 106,500 16
1170 Accounts receivable, net 6(4) 23,356 3 16,008 2
130X Inventory 6(5) 64,017 9 87,658 13
1479 Other current assets 7 and 8 8,011 1 13,276 2
11XX Total current assets 581,292 77 627,440 92
Non-current assets
1600 Property, plant and equipment 6(6) and 7 24,702 3 3,177 1
1755 Right-of-use assets 6(7) 5,878 1 12,062 2
1780 Intangible assets 6(8) and 7 90,441 12 5,464 1
1840 Deferred income tax assets 6(20) 8,714 1 7,776 1
1900 Other non-current assets 6(3)(9)(11), 7 and 8 45,086 6 22,660 3
15XX Total non-current assets 174,821 23 51,139 8
1XXX Total assets $ 756,113 100 $ 678,579 100
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(Continued)

20

SYNCOMM TECHNOLOGY CORP. INDIVIDUAL BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

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December 31, 2024 December 31, 2023
Liabilities and Equity Notes AMOUNT % AMOUNT %
Current liabilities
2170 Accounts payable $ 17,915 2 $ 18,713 3
2180 Accounts payable - related parties 7 - - 4,111 -
2200 Other payables 6(10) 29,300 4 33,859 5
2220 Other payables - related parties 7 126 - 10 -
2280 Current lease liabilities 6(7) 5,983 1 6,187 1
2300 Other current liabilities 257 - 244 -
21XX Total current liabilities 53,581 7 63,124 9
Non-current liabilities
2570 Deferred income tax liabilities 6(20) 160 - 193 -
2580 Non-current lease liabilities 6(7) - - 5,983 1
2670 Other non-current liabilities - - 1,579 -
25XX Total non-current liabilities 160 - 7,755 1
2XXX Total liabilities 53,741 7 70,879 10
Equity
Share capital 6(13)
3110 Common stock 443,980 59 418,980 62
Capital surplus 6(14)
3200 Capital surplus 212,149 28 174,146 26
Retained earnings 6(15)
3310 Legal reserve 13,819 2 13,819 2
3350 Unappropriated retained earnings 33,692 4 6,548 1
Other equity interest
3400 Other equity interest ( 1,268) - ( 5,793) ( 1)
3XXX Total equity 702,372 93 607,700 90
Significant Contingent Liabilities and 9
Unrecognized Contract Commitments
Significant events after the balance 11
sheet date
3X2X Total liabilities and equity $ 756,113 100 $ 678,579 100
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The accompanying notes are an integral part of these individual financial statements.
21

SYNCOMM TECHNOLOGY CORP. INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except for earnings (loss) per share amount)

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Year ended December 31
2024 2023
Items Notes AMOUNT % AMOUNT %
4000 Operating revenue 6(16) $ 345,263 100 $ 219,393 100
5000 Operating costs 6(5) and 7 ( 180,878)( 52)( 116,316)( 53)
5900 Net operating margin 164,385 48 103,077 47
Operating expenses 6(19) and 7
6100 Selling expenses ( 28,888)( 8)( 24,364)( 11)
6200 General and administrative
expenses ( 36,285)( 11)( 32,350)( 15)
6300 Research and development
expenses ( 79,993)( 23)( 73,718)( 34)
6450 Expected credit (loss) gain 6(4) ( 2) - 1 -
6000 Total operating expenses ( 145,168)( 42)( 130,431)( 60)
6900 Operating profit (loss) 19,217 6 ( 27,354)( 13)
Non-operating income and
expenses
7100 Interest income 6(3) 4,916 1 1,640 1
7010 Other income 6(17) and 7 549 - 494 -
7020 Other gains and losses 6(18) 5,285 2 2,045 1
7050 Finance costs 6(7) ( 157) - ( 266) -
7000 Total non-operating income
and expenses 10,593 3 3,913 2
7900 Profit (loss) before income tax 29,810 9 ( 23,441)( 11)
7950 Income tax benefit 6(20) 961 - 934 1
8200 Profit (loss) for the year $ 30,771 9 ($ 22,507)( 10)
Other comprehensive income
(loss)
Components of other
comprehensive income (loss) that
will not be reclassified to profit
or loss
8311 Gains (losses) on 6(11)
remeasurements of defined
benefit plan $ 563 - ($ 48) -
8300 Other comprehensive income
(loss) for the year $ 563 - ($ 48) -
8500 Total comprehensive income
(loss) for the year $ 31,334 9 ($ 22,555)( 10)
Earnings (loss) per share (in 6(21)
dollars)
9750 Basic earnings (loss) per share $ 0.72 ($ 0.70)
9850 Diluted earnings (loss) per share $ 0.71 ($ 0.70)
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The accompanying notes are an integral part of these individual financial statements.
22

SYNCOMM TECHNOLOGY CORP.

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)
Year ended December 31, 2023
Balance at January 1, 2023
Loss for the year
Other comprehensive loss
Total comprehensive loss for the year
Appropriations and distribution of 2022 retained earnings:
Legal reserve
Cash dividends
Cash capital increase
Share-based payment transactions
Balance at December 31, 2023
Year ended December 31, 2024
Balance at January 1, 2024
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Appropriation and distribution of 2023 retained earnings:
Cash dividends
Capital surplus used to issue cash to shareholders
Cash capital increase
Share-based payment transactions
Balance at December 31, 2024
Notes
6(11)
6(15)
6(13)(14)
6(12)
6(11)
6(15)
6(14)(15)
6(13)(14)
6(12)
Share capital -
common stock
$
316,070
-
-
-
-
-
100,000
2,910
$
418,980
$
418,980
-
-
-
-
-
25,000
-
$
443,980
Total capital
surplus, additional
paid-in capital
$
9,768
-
-
-
-
-
160,000
4,378
$
174,146
$
174,146
-
-
-
-
(
29,329 )
66,617
715
$
212,149
Retained Earnings
Unappropriated retained
earnings
$
83,658
(
22,507 )
(
48 )
(
22,555 )
(
6,694 )
(
47,861 )
-
-
$
6,548
$
6,548
30,771
563
31,334
(
4,190 )
-
-
-
$
33,692
Other equity - others
($
8,803 )
-
-
-
-
-
-
3,010
($
5,793 )
($
5,793 )
-
-
-
-
-
-
4,525
($
1,268 )
Total equity
$
407,818
(
22,507 )
(
48 )
(
22,555 )
-
(
47,861 )
260,000
10,298
$
607,700
$
607,700
30,771
563
31,334
(
4,190 )
(
29,329 )
91,617
5,240
$
702,372
Legal reserve
$
7,125
-
-
-
6,694
-
-
-
$
13,819
$
13,819
-
-
-
-
-
-
-
$
13,819
The accompanying notes are an integral part of these individual financial statements.
23

SYNCOMM TECHNOLOGY CORP.

INDIVIDUAL STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation
Amortization
Expected credit loss (gain)
Net gain on financial assets at fair value through
profit or loss
Interest expense
Interest income
Share-based payments
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss
Accounts receivable, net
Inventory
Other current assets
Changes in operating liabilities
Accounts payable
Accounts payable - related parties
Other payables
Other payables to related parties
Other current liabilities
Cash inflow (outflow) generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets at amortized cost - current
Acquisition of property, plant and equipment
Acquisition of intangible assets
Increase in guarantee deposits paid (shown as other non-
current assets)
Increase in other non-current assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of lease liabilities
Cash dividends paid
Capital surplus used to issue cash to shareholders
Proceeds from issuance of shares
Net cash flows from financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
Notes
2024
2023
$
29,810
($
23,441 )
6(6)(7)(19)
8,234
8,348
6(8)(19)
2,723
2,683
6(4)
2
(
1 )
6(2)(18)
(
2,318 ) (
2,093 )
6(7)
157
266
(
4,916 ) (
1,640 )
6(12)(19)
5,240
10,298
30,000
(
10,000 )
(
7,350 )
3,428
23,641
11,162
7,140
(
775 )
(
798 ) (
1,971 )
(
4,111 ) (
6,852 )
(
4,778 ) (
12,629 )
116
(
1,656 )
13
(
86 )
82,805
(
24,959 )
4,916
1,640
(
157 ) (
266 )
(
10 ) (
616 )
87,554
(
24,201 )
(
159,980 ) (
10,000 )
6(22)
(
37,282 ) (
3,299 )
6(22)
(
98,973 ) (
9,466 )
(
50 ) (
265 )
(
68) (
78 )
(
296,353 ) (
23,108 )
6(23)
(
6,187 ) (
6,345 )
6(15)
(
4,190 ) (
47,861 )
6(14)(15)
(
29,329 )
-
91,617
260,000
51,911
205,794
(
156,888 )
158,485
224,433
65,948
$
67,545
$
224,433
The accompanying notes are an integral part of these individual financial statements.
24

Attachment IV

Syncomm Technology Corp.

Comparison Table for Amendment to the "Articles of Incorporation"

Article No. After Amendment Before Amendment Description
Article 14 The Company shall have five to nine directors,
each serving a term of three years. Directors shall
be elected by the shareholders' meeting from a
list of nominated candidates under the candidate
nomination system, and may be re-elected upon
the expiration of their term.
Among the total number of directors referred to
in the preceding paragraph, the number of
independent directors shall be no less than three
and shall not be less than one-third of the total
number of directors.
The procedures for accepting nominations of
director candidates, as well as public
announcements and related matters, shall be
handled in accordance with the Company Act,
the Securities and Exchange Act, and other
applicable laws and regulations.
The total number of shares of the Company held
by all directors shall comply with the
requirements set by the competent securities
authority.
In accordance with Article 14-4 of the Securities
and Exchange Act, the Company has established
an Audit Committee. The Audit Committee shall
be composed of all independent directors and
shall consist of no fewer than three members, one
of whom shall serve as the convener, and at least
one member shall possess expertise in accounting
or finance. The powers, responsibilities, and
other requirements for the Audit Committee shall
be governed by applicable laws and regulations
or the Company's internal rules and shall be
established by resolution of the Board of
Directors.



The Company shall have five to nine directors,
each serving a term of three years. Directors shall
be elected by the shareholders' meeting from a
list of nominated candidates under the candidate
nomination system, and may be re-elected upon
the expiration of their term.
Among the total number of directors referred to
in the preceding paragraph, the number of
independent directors shall be no less than three
and shall not be less than one-fifthof the total
number of directors.
The procedures for accepting nominations of
director candidates, as well as public
announcements and related matters, shall be
handled in accordance with the Company Act,
the Securities and Exchange Act, and other
applicable laws and regulations.
The total number of shares of the Company held
by all directors shall comply with the
requirements set by the competent securities
authority.
In accordance with Article 14-4 of the Securities
and Exchange Act, the Company has established
an Audit Committee. The Audit Committee shall
be composed of all independent directors and
shall consist of no fewer than three members, one
of whom shall serve as the convener, and at least
one member shall possess expertise in accounting
or finance. The powers, responsibilities, and
other requirements for the Audit Committee shall
be governed by applicable laws and regulations
or the Company's internal rules and shall be
established by resolution of the Board of
Directors.



In accordance with
the Directions for
Compliance with
the Establishment of
Board of Directors
by TWSE Listed
Companies and the
Board's Exercise of
Powers, starting
from 2027, the
number of
independent
directors of listed
companies shall not
be less than one-
third of the total
number of directors.
However, for
directors whose
terms have not yet
expired as of 2027,
the requirement
shall apply upon the
expiration of their
current term.
Considering that the
Company's current
number of
independent
directors already
complies with the
above requirement,
the relevant
amendment is
thereforeproposed.

25

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Article No. After Amendment Before Amendment Description
Article 20 If the Company generates profit for the year If the Company generates profit for the year In accordance with
(where "profit" refers to pre-tax income before (where "profit" refers to pre-tax income before Article 14,
deducting employee compensation and director deducting employee compensation and director Paragraph 6 of the
remuneration), it shall allocate no less than 5% of remuneration), it shall allocate no less than 5% of Securities and
such profit as employee compensation and no such profit as employee compensation and no Exchange Act and
more than 3% as director remuneration . Of the more than 3% as director remuneration . the Financial
total amount allocated for employee However, if the Company has accumulated losses Supervisory
compensation, 20% shall be distributed to (including adjustment of the amount of Commission Order
non-executive employees . However, if the undistributed earnings), a reserve for the amount No. 1130385442
Company has accumulated losses (including to cover such losses should be set aside in dated November 8,
adjustment of the amount of undistributed advance. 2024, the Company
earnings), a reserve for the amount to cover such explicitly provides
losses should be set aside in advance. in its Articles of
The employee remuneration mentioned in the The employee remuneration mentioned in the Incorporation that a
preceding paragraph may be granted in the form preceding paragraph may be granted in the form specified percentage
of stock or cash, and the recipients may include of stock or cash, and the recipients may include of employee
employees of controlling or subordinate employees of controlling or subordinate compensation shall
companies who meet certain conditions. The companies who meet certain conditions. The be allocated to non-
remuneration to directors mentioned in the remuneration to directors mentioned in the executive
preceding paragraph shall be paid in cash only. preceding paragraph shall be paid in cash only. employees.
The preceding two paragraphs shall be The preceding two paragraphs shall be
implemented by resolution of the Board of implemented by resolution of the Board of
Directors, and shall be reported to the Directors, and shall be reported to the
shareholders' meeting. shareholders' meeting.
Article 22 Amendment History of the Articles of Amendment History of the Articles of New amendment
Incorporation Incorporation record added.
(Omitted) (Omitted)
27th Amendment
Date of Approval: May 23, 2025
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26

Attachment V

Syncomm Technology Corp.

Comparison Table for Amendment to the "Procedures for the Acquisition & Disposal of Assets"

==> picture [469 x 663] intentionally omitted <==

----- Start of picture text -----

Article No. After Amendment Before Amendment Description
Article 4: 1-6 (Omitted) 1-6 (Omitted) Amended in
Definition of 7. "Within the preceding year" as used herein 7. "Within the preceding year" as used accordance
Terms refers to the year preceding the date of herein refers to the year preceding the with the
occurrence of the current transaction . date of the acquisition or disposal of relevant
8. The basis for calculating the 10% of total assets . procedural
assets threshold under these procedures , as 8. The" most recent financial regulations.
well as the definition of "most recent financial statements" as used herein refers to
statements", shall be the most recent the financial statements of the
individual or separate financial report Company that have been certified or
prepared in accordance with the Regulations reviewed by a certified public
Governing the Preparation of Financial accountant before the acquisition or
Reports by Securities Issuers. disposal of assets.
9~10 (Omitted) 9~10 (Omitted)
Article 5 1. The Company's investment limits are as The investment limits for the Company 1. To align
Limits on the follows: and its subsidiaries for the acquisition of with business
Acquisition of (1) When acting as a shareholder of limited the aforementioned assets are as follows: operations,
Non-Operating liability in other companies, the total 1. The total amount of non-operating separate
Real Estate, amount of investment shall not exceed real estate and right-of-use assets shall limits are set
Right-of-Use 250% of the Company's net worth. not exceed 10% of the respective for the
Assets, and (2) The total amount of securities company's net worth. Company and
Securities investments, after deducting the 2. Limits for securities investments: its non-public
investment amount described in (1), shall (1) The total amount of securities subsidiaries.
not exceed 40% of the Company's total investments shall not exceed 40% of 2. The
assets. However, the trading of domestic the respective company's total calculation of
government bonds, bonds under assets, and investment in any the limits
repurchase and resale agreements, and individual security shall not exceed specified in
subscription or redemption of money 30% of the company's net worth. this Article is
market funds issued by domestic However, for the trading of based on the
securities investment trust enterprises are domestic government bonds, bonds most recent
excluded from this restriction. under repurchase and resale financial
The limit for investment in any individual agreements, and subscription or statements of
security shall not exceed 50% of the redemption of money market funds the Company.
Company's net worth, and the amount of issued by domestic securities
reinvestment in any single subsidiary investment trust enterprises,
shall not exceed 100% of the Company's separate limits shall be set, and
net worth. these are excluded from the above
(3) The total amount of non-operating real calculation.
estate and right-of-use assets shall not (2) The total amount of investments in
exceed 10% of the Company's net worth. domestic government bonds, bonds
2. For non-publicly listed subsidiaries, the under repurchase and resale
investment limits are as follows: agreements, and subscription or
(1) The total amount of securities redemption of money market funds
investments shall not exceed 30% of the issued by domestic securities
Company's net worth. investment trust enterprises shall
(2) The limit for investment in any individual not exceed the respective
security shall not exceed 30% of the company's net worth.
Company's net worth.
(3) The total amount of non-operating real
estate and right-of-use assets shall not
exceed 5% of the Company's net worth.
3. The terms "total assets" or "net worth"
mentioned in this Article shall be based
on the most recent financial statements of
the Company.
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27

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----- Start of picture text -----

Article No. After Amendment Before Amendment Description
Article 6: When the Company obtains valuation reports or When the Company obtains valuation 1. The
opinions from CPAs, lawyers, or securities reports or opinions from CPAs, lawyers, or original
underwriters, the professionals and their personnel securities underwriters, the professionals clause-based
involved shall comply with Article 5 of the relevant and their personnel involved shall comply listing format
processing guidelines. with the following requirements: has been
1. May not have previously received a revised to
Where a valuation report or CPA opinion is final and unappealable sentence reference the
required in accordance with Article 13, Paragraph to imprisonment for 1 year or provisions of
1, Subparagraph 5 of the guidelines, reports or longer for a violation of the Article 5 of
opinions issued within one year may be exempt Securities and Exchange Act, the the
from duplication if already in compliance. Company Act, the Banking Act of Procedures.
The Republic of China, the 2. In
If the Company acquires or disposes of assets Insurance Act, the Financial accordance
through court auction procedures, court-issued Holding Company Act, or the with Articles
documents may be used in place of a valuation Business Entity Accounting Act, or 12 and 13 of
report or CPA opinion. for fraud, breach of trust, the
embezzlement, forgery of Procedures,
documents, or occupational crime. additional
However, this provision does not explanations
apply if 3 years have already regarding the
passed since completion of service acquisition of
of the sentence, since expiration of valuation
the period of a suspended sentence, reports issued
or since a pardon was received. by
2. May not be a related party or de facto professional
related party of any party to the appraisers or
transaction. CPA opinions
3. If the company is required to obtain have been
appraisal reports from two or included.
more professional appraisers, the
different professional appraisers
or appraisal officers may not be
related parties or de facto related
parties of each other.
When issuing an appraisal report or
opinion, the personnel referred to in the
preceding paragraph shall comply with
the self-regulatory rules of the industry
associations to which they belong and
with the following provisions:
1. Prior to accepting a case, they shall
prudently assess their own
professional capabilities, practical
experience, and independence.
2. When conducting a case, they shall
appropriately plan and execute
adequate working procedures, in
order to produce a conclusion and
use the conclusion as the basis for
issuing the report or opinion. The
related working procedures, data
collected, and conclusion shall be
fully and accurately specified in
the case working papers.
3. They shall undertake an item-by-item
evaluation of the appropriateness
and reasonableness of the sources
of data used, the parameters, and
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28

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----- Start of picture text -----

Article No. After Amendment Before Amendment Description
the information, as the basis for
issuance of the appraisal report or
the opinion.
4. They shall issue a statement attesting
to the professional competence and
independence of the personnel who
prepared the report or opinion,
and that they have evaluated and
found that the information used is
appropriate and reasonable, and
that they have complied with
applicable laws and regulations.
Article 7: 1. (Omitted) 1. (Omitted) In light of
Procedures for 2. Procedures for Determining Transaction Terms 2. Procedures for Determining operational
the and Authorization Limits Transaction Terms and Authorization consideration
Acquisition or The acquisition or disposal of securities by the Limits s, the
Disposal of Company shall be reviewed and approved based (1) The acquisition or disposal of authorization
Securities on an analysis report of the Company's operating securities by the Company shall be levels and
Investments capital utilization prepared by the responsible reviewed and submitted by the thresholds
department. The authorization thresholds and responsible department based on a have been
levels for securities investments are as follows: report analyzing the Company's adjusted
(1)Short-term Investment: operational capital usage. The accordingly.
Acquisition or authorization thresholds and levels are
Disposal of President Vice Chairman Board of
Marketable Chairman Directors as follows:
Securities
1. For a single
transaction amount over NT$80 Approval required Acquisition or Disposal of President Chairman Board of
million Marketable Directors
2.For a single Securities
transaction 1. For a single
over NT$50million and up to NT$80 Approval required transaction amount over Approval required
million NT$80
(inclusive) million
3.For a single 2. For a single
transaction transaction
over million and NT$3 Approval over NT$10
up to NT$50 required million and Approval
million up to required
(inclusive) NT$80
4.For a single million
transaction (inclusive)
of NT$3 Approval 3. For a single
million or required transaction
less of NT$10 Approval
(inclusive) million or required
less
(inclusive)
(2)Long-term Investment:
Acquisition or Vice
Disposal of President Chairman Chairman Board of
Marketable Directors
Securities
1. For a single
transaction
amount over NT$80 Approval required
million
2. For a single
transaction
over NT$50
million and Approval
required
up to NT$80
million
(inclusive)
3. For a single
transaction
of NT$50 Approval
million or required
less
(inclusive)
For long-term investments under Item 2. and Item 3., once
approved, a report shall be submitted at the next board meeting.
(3)If the acquisition or disposal of assets by the
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29

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----- Start of picture text -----

Article No. After Amendment Before Amendment Description
Company must be approved by the Board of Directors (2) If the acquisition or disposal of assets
in accordance with these Procedures or other legal by the Company must be approved by the
requirements, it shall be processed in accordance with Board of Directors in accordance with these
Article 16 of these Procedures. Procedures or other legal requirements, it
shall be processed in accordance with
3-4 (Omitted) Article 16 of these Procedures.
3-4 (Omitted)
Article 8: 1. (Omitted) 1. (Omitted) In light of
Procedures for 2. Procedures for Determining Transaction Terms 2. Procedures for Determining operational
the and Authorization Limits Transaction Terms and consideration
Acquisition or (1) For the acquisition or disposal of real property or Authorization Limits s, the
Disposal of right-of-use assets, the transaction terms and prices (1) For the acquisition or disposal of real authorization
Real Property, shall be determined with reference to publicly property or right-of-use assets, the levels and
Equipment, or announced current values, appraised values, and transaction terms and prices shall be thresholds
Right-of-Use actual transaction prices of comparable nearby determined with reference to publicly have been
Assets properties. An analysis report shall be prepared and announced current values, appraised adjusted
submitted to the Board of Directors for approval values, and actual transaction prices of accordingly.
prior to execution. comparable nearby properties. An
For the acquisition or disposal of other assets or analysis report shall be prepared and
right-of-use assets, one of the following methods submitted to the Board of Directors for
shall be adopted for price evaluation and approval: approval prior to execution.
price inquiry, price comparison, price negotiation, or For the acquisition or disposal of other
public bidding. assets or right-of-use assets, one of the
The authorization thresholds and levels for acquiring following methods shall be adopted for
or disposing of real property, equipment, or right-of- price evaluation and approval: price
use assets shall be as follows: inquiry, price comparison, price
President ChairmanVice Chairman Board of Directors negotiation, or public bidding.
1. Real Property The authorization thresholds and levels
or Right-of-Use
Assets Thereof Approval for acquiring or disposing of real
required
(Non-Operating Use) property, equipment, or right-of-use
2. Real Property assets shall be as follows:
or Right-of-Use
Assets Thereof President Chairman [Board of ]
Directors
(Operating Use)
2.1Over NT$50 Approval A. Real property or Approval
million If the required right-of-use assets (non-operating) required
transaction B. Real property or
involves a right-of-use assets
related party, it (non-operating)
2.2NT$50 shall be 1. Over NT$30 Approval
million or less Approval submitted in million required
(inclusive) required advance for If the
Real Property approval by the transaction
Audit involves a
Committee and related party,
the Board of it shall be
DirIf the ectors. 2. NT$30 million or less (inclusive) Approval submitted in advance for
required
transaction is Real Property approval by
2.3.1 Right-of- conducted with the Audit
use assets of the parent Committee
real property company or and the
with a subsidiaries, it Board of
transaction Approval may be Directors.
amount over required submitted to If the
NT$30 million the most recent transaction is
and up to Board of conducted
NT$50 million Directors with the
(inclusive) meeting for ex parent
post facto 3. NT$30 million or company or
ratification. subsidiaries,
If the less (inclusive) Approval it may be
transaction is conducted Right-of-Use Assets for Real Property required submitted to the most
2.3.2 use assets ofreal with transaction amount of $30Rightproperty-ofa - Approval required with the parent company or subsidiaries, it may be submitted to C. Equipment or right- recent Board of Directors meeting for ex post facto ratification.
million or less the most of-use assets
(inclusive) recent Board of Directors 1. Over NT$30 Approval
meeting for ex million required
post facto 2. Over NT$5 Approval
ratification. million and up to required
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30

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Article No. After Amendment Before Amendment Description
3. Equipment or NT$30 million
Right-of-Use (inclusive)
Assets Thereof 3. NT$5 million or Approval
3.1 Over NT$30 Approval less (inclusive) required
million required
3.2 Over NT$15
million and
up to millionNT$30 Approval required
(inclusive)
3.3 Over NT$5
million and
up to millionNT$15 Approval required
(inclusive)
3.4 NT$5 Approval
million or less required
(2) (omitted)
(2) (omitted)
3-5 (omitted)
3-5 (omitted)
Article 9: 1. (Omitted) 1. (Omitted) 1. Amended
Procedures for 2. When the Company intends to acquire or 2. When the Company intends to in accordance
the dispose of real property or right-of-use assets acquire or dispose of real property with
Acquisition or thereof from or to a related party, or when it or right-of-use assets thereof from Paragraph 5,
Disposal of intends to acquire or dispose of assets other or to a related party, or when it Article 15 of
Assets From than real property or right-of-use assets thereof intends to acquire or dispose of the
or to a Related from or to a related party and the transaction assets other than real property or Procedures
Party amount reaches 20 percent or more of paid-in right-of-use assets thereof from or regarding the
capital, 10 percent or more of the company's to a related party and the transaction requirement
total assets, or NT$300 million or more, amount reaches 20 percent or more to obtain
except in trading of domestic government of paid-in capital, 10 percent or shareholders'
bonds or bonds under repurchase and resale more of the company's total assets, meeting
agreements, or subscription or redemption of or NT$300 million or more, except approval
money market funds issued by domestic in trading of domestic government when
securities investment trust enterprises, the bonds or bonds under repurchase acquiring or
Company may not proceed to enter into a and resale agreements, or disposing of
transaction contract or make a payment until subscription or redemption of assets from or
the following matters have been approved by money market funds issued by to a related
the Audit Committee and the board of domestic securities investment trust party.
directors: enterprises, the Company may not
(1)-(7) (omitted) proceed to enter into a transaction 2. The
If the Company or any non-public subsidiary of contract or make a payment until explanation of
the Company conducts such a transaction and the following matters have been the term
the transaction amount exceeds 10% of the approved by the Audit Committee "10% of total
Company's total assets, the Company must also and the board of directors: assets," as
submit the transaction information to the (1)-(7) (omitted) referred to in
shareholders' meeting for approval before If the Company or any of its non- this Article
executing the agreement or making any public subsidiaries acquires or and in Article
payment. However, transactions between the disposes of equipment or right-of-use 13, has been
Company and its parent, subsidiaries, or assets for business use, and the moved to
between subsidiaries are exempt from this transaction amount reaches 10% or Paragraph 8
requirement. more of the Company's total assets, of Article 4.
(Omitted) the transaction information shall be
submitted to the shareholders' 3.
meeting for approval before any Adjustments
agreement is executed or payment is have been
made. However, transactions made to
between the Company and its parent, clarify that
subsidiaries, or between subsidiaries the evaluation
are exempt from this requirement. of the
(Omitted) reasonablenes
The term "10% of total assets" as s of
referred to in this Article and in transaction
Article 13 shall be calculated based costs shall be
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31

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Article No. After Amendment Before Amendment Description
on the total assets reported in the conducted in
most recent individual or separate accordance
financial statements prepared in with Articles
accordance with the Regulations 16 and 17 of
Governing the Preparation of the
Financial Reports by Securities Procedures.
Issuers.
(Omitted)
3. Assessment of Transaction Cost
3. Assessment of Transaction Cost Reasonableness
Reasonableness (1) The Company, when acquiring real
(1) When the Company acquires real property or property or right-of-use assets
right-of-use assets from a related party, the thereof from a related party, shall
reasonableness of the transaction cost shall evaluate the reasonableness of the
be assessed in accordance with Article 16 of transaction costs by the following
the Procedures. means:
(2) If the assessed transaction cost is lower than a. Based upon the related party's
the transaction amount, the transaction shall transaction price plus
be handled in accordance with Articles 17 necessary interest on funding
and 18 of the Procedures. and the costs to be duly borne
by the buyer. "Necessary
interest on funding" is imputed
as the weighted average
interest rate on borrowing in
the year the company
purchases the property;
provided, it may not be higher
than the maximum non-
financial industry lending rate
announced by the Ministry of
Finance.
b. Total loan value appraisal
from a financial institution
where the related party has
previously created a mortgage
on the property as security for
a loan; provided, the actual
cumulative amount loaned by
the financial institution shall
have been 70 percent or more
of the financial institution's
appraised loan value of the
property and the period of the
loan shall have been 1 year or
more. However, this shall not
apply where the financial
institution is a related party of
one of the transaction
counterparties.
(2) Where land and structures
thereupon are combined as a single
property purchased or leased in one
transaction, the transaction costs
for the land and the structures may
be separately appraised in
accordance with either of the means
listed in the preceding paragraph.
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32

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Article No. After Amendment Before Amendment Description
(3) The Company, when acquiring real
property or right-of-use assets
thereof from a related party and
appraises the cost of the real
property or right-of-use assets
thereof in accordance with
Subparagraphs (1) and (2) of
Paragraph 3 of this Article shall
also engage a CPA to check the
appraisal and render a specific
opinion.
(4) If the Company acquires real
property or right-of-use assets
thereof from a related party, and
the evaluation results conducted in
accordance with Subparagraphs (1)
and (2) of Paragraph 3 of this
Article are both lower than the
transaction price, the Company
shall handle the transaction in
accordance with the provisions of
Subparagraph (5) of the same
paragraph. However, where the
following circumstances exist,
objective evidence has been
submitted and specific opinions on
reasonableness have been obtained
from a professional real property
appraiser and a CPA have been
obtained, this restriction shall not
apply:
a. Where the related party
acquired undeveloped land or
leased land for development, it
may submit proof of
compliance with one of the
following conditions:
(a) Where undeveloped land is
appraised in accordance with
the means in the preceding
Article, and structures
according to the related
party's construction cost plus
reasonable construction
profit are valued in excess of
the actual transaction price.
The "Reasonable
construction profit" shall be
deemed the average gross
operating profit margin of
the related party's
construction division over the
most recent 3 years or the
gross profit margin for the
construction industry for the
most recent period as
announced by the Ministry of
Finance, whichever is lower.
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33

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Article No. After Amendment Before Amendment Description
(b) Completed transactions by
unrelated parties within the
preceding year involving
other floors of the same
property or neighboring or
closely valued parcels of
land, where the land area
and transaction terms are
similar after calculation of
reasonable price
discrepancies in floor or area
land prices in accordance
with standard property
market sale or leasing
practices.
b. Where the Company acquires
real property or obtains real
property right-of-use assets
through leasing, from a related
party provides evidence that
the terms of the transaction are
similar to the terms of
completed transactions
involving neighboring or
closely valued parcels of land
of a similar size by unrelated
parties within the preceding
year. Completed transactions
involving neighboring or
closely valued parcels of land
in the preceding paragraph in
principle refers to parcels on
the same or an adjacent block
and within a distance of no
more than 500 meters or
parcels close in publicly
announced current value;
transactions involving similarly
sized parcels in principle refers
to transactions completed by
unrelated parties for parcels
with a land area of no less than
50 percent of the property in
the planned transaction; within
the preceding year refers to the
year preceding the date of
occurrence of the acquisition of
the real property or
obtainment of the right-of-use
assets thereof.
(5) Where the Company acquires
real property or right-of-use assets
thereof from a related party and the
results of appraisals conducted in
accordance with Subparagraphs (1)
and (2) of Paragraph 3 of this Article
are uniformly lower than the
transaction price, the following steps
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34

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Article No. After Amendment Before Amendment Description
shall be taken. The Company and any
public company accounted for under
the equity method by the Company
that has set aside a special reserve
under the preceding paragraph may
not utilize the special reserve until it
has recognized a loss on decline in
market value of the assets it purchased
or leased at a premium, or they have
been disposed of, or the leasing
contract has been terminated, or
adequate compensation has been
made, or the status quo ante has been
restored, or there is other evidence
confirming that there was nothing
unreasonable about the transaction,
and the FSC has given its consent.
a . Special reserve shall be set aside
by the Company in accordance
with Article 41, paragraph 1 of
the Securities and Exchange Act
against the difference between
the real property transaction
price and the appraised cost, and
may not be distributed or used
for capital increase or issuance of
bonus shares. Where a public
company uses the equity method
to account for its investment in
the Company, then the special
reserve called for under Article
41, paragraph of the Securities
and Exchange Act shall be set
aside pro rata in a proportion
consistent with the share of
public company's equity stake in
the Company.
b. The independent directors
serving on the Audit Committee
shall comply with Article 218 of
the Company Act.
c. Actions taken pursuant to
Subparagraph (5), Items 1 and 2
of Paragraph 3 of this Article shall
be reported to a shareholders
meeting, and the details of the
transaction shall be disclosed in
the annual report and any
investment prospectus.
(6) Where the Company acquires real
property or right-of-use assets thereof
from a related party and one of the
following circumstances exists, the
acquisition shall be conducted in
accordance with Paragraphs 1 and 2
of this Article, and Subparagraphs (1),
(2), and (3) of Paragraph 3 do not
apply:
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35

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Article No. After Amendment Before Amendment Description
a. The related party acquired the
real property or right-of-use
assets thereof through
inheritance or as a gift.
b. More than 5 years will have
elapsed from the time the related
party signed the contract to
obtain the real property or right-
of-use assets thereof to the
signing date for the current
transaction.
c. The real property is acquired
through signing of a joint
development contract with the
related party, or through
engaging a related party to build
real property, either on the
company's own land or on rented
land.
d. The real property right-of-use
assets for business use are
acquired by the public company
with its parent or subsidiaries, or
by its subsidiaries in which it
directly or indirectly holds 100
percent of the issued shares or
authorized capital.
(7) When the Company obtains real
property or right-of-use assets thereof
from a related party, it shall also
comply with Subparagraph (5) of
Paragraph 3 of this Article if there is
other evidence indicating that the
acquisition was not an arm’s length
transaction.
Article 10: 1. (Omitted) 1. (Omitted) 1.
Procedures for 2. Procedures for Determining Transaction Terms and 2. Procedures for Determining Transaction Authorization
the Authorization Limits Terms and Authorization Limits levels and
Acquisition or (1) The acquisition or disposal of intangible assets, (1) The acquisition or disposal of thresholds
Disposal of right-of-use assets thereof, or membership intangible assets, right-of-use assets have been
Intangible certificates shall be based on a reference to fair thereof, or membership certificates adjusted in
Assets, Right- market value, and the transaction terms and shall be based on a reference to fair consideration
of-Use Assets prices shall be determined accordingly. An market value, and the transaction of operational
Thereof, or analysis report shall be prepared and submitted terms and prices shall be determined conditions.
Membership for approval. accordingly. An analysis report shall
Certificates The authorization thresholds and levels for the be prepared and submitted for
acquisition or disposal of intangible assets, right-of- approval.
use assets thereof, or membership certificates are as The authorization thresholds and levels for
follows: the acquisition or disposal of intangible
Intangible Assets or Right-of-Use Assets President ChairmanVice Chairman DirectorsBoard of assets, right-of-use assets thereof, or
Thereof membership certificates are as follows: 2. Execution
1. Over NT$50 Approval
million required units have
2. Over million to million and up NT$30NT$50 Approval required 1.Right-of-Use Assets Intangible Assets or Over Thereof NT$30 President Chairman DirectorsApproval Board of been revised in accordance
(inclusive) million required with current
3. Over million and up to million NT$10NT$30 Approval required 2. Over NT$10 million and up to NT$30 million (inclusive) Approval required operating procedures.
(inclusive)
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36

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Article No. After Amendment Before Amendment Description
4. NT$10 million 3. NT$10 million or Approval
or less Approval required less (inclusive) required
(inclusive)
Membership President Chairman Board of
Membership President Vice Chairman Board of Certificate Directors
Certificate Chairman Directors 1. Over Approval
1. Over Approval NT$500,000 required
2. NNT$500,000 or less (inclusive)T$500,000 Approval required required 2. NT$500,000 or (inclusive) less Approval required 3. The
requirement
(2) If the acquisition or disposal of assets by the
to obtain
Company is subject to Board of Directors'
expert
approval under this procedure or other
(2) If the acquisition or disposal of assets evaluation
applicable laws or regulations, such
by the Company is subject to Board
transactions shall be handled in accordance reports has
of Directors' approval under this
with Article 16 of the Procedures. been aligned
procedure or other applicable laws with the
or regulations, such transactions
provisions of
3. Executing Departments shall be handled in accordance with
the applicable
When the Company acquires or disposes of intangible Article 16 of the Procedures.
processing
assets, right-of-use assets thereof, or membership
3. Executing Departments
guidelines;
certificates, the transaction shall be submitted for
When the Company acquires or disposes of
Subparagraph
approval in accordance with the authorization levels intangible assets, right-of-use assets
(1) of
set forth in the preceding paragraph. Upon approval,
thereof, or membership certificates, the
Paragraph 4
the user department, administrative management
transaction shall be submitted for approval has been
department, and other relevant responsible units in accordance with the authorization levels
deleted and
shall be in charge of execution.
set forth in the preceding paragraph, and the
4. Expert Evaluation Reports for Intangible Assets,
shall be executed by the user department
Right-of-Use Assets Thereof, or Membership and the administrative management numbering
Certificates adjusted
department.
accordingly.
4. Expert Evaluation Reports for Intangible
Assets, Right-of-Use Assets Thereof, or
Membership Certificates
(1) If the transaction amount for the
acquisition or disposal of
intangible assets, right-of-use
assets thereof, or membership
certificates reaches 10% of the
Company's paid-in capital or
(1) (Omitted)
NT$30 million or more, an
(2) (Omitted)
expert appraisal report shall be
5. (Omitted) obtained.
(2) (Omitted)
(3) (Omitted)
5. (Omitted)
Article 11: 1. Trading Principles and Policies 1. Trading Principles and Policies In light of
Procedures for (1) Types of Transactions (omitted) (1) Types of Transactions (omitted) operational
the (2) Operating (Hedging) Strategies (omitted) (2) Operating (Hedging) Strategies consideration
Acquisition or (3) Division of Responsibilities (omitted) (omitted) s, the
Disposal of (3) Division of Responsibilities (omitted) authorization
Derivatives a. Accounting and Finance Department a. Accounting and Finance Department levels and
(a)~(c) (omitted) thresholds
(a)~(c) (omitted) (d) Approval Authority for Derivative have been
(d) Approval Authority for Derivative Transactions adjusted
Transactions A. Approval authority for hedging accordingly.
A. Hedging Transactions: For any single transactions: If a single
transaction exceeding US$ 5 million, or if the transaction amount reaches US$ 5
cumulative net position exceeds US$ 10 million or the cumulative net
million, the transaction must be submitted to position reaches US$ 10 million
the Board of Directors for approval. For single or more , the transaction must be
transactions exceeding US$2.5 million and submitted to the Board of
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37

Article No. After Amendment Before Amendment
Description

Description
up to US$5 million (inclusive), or if the
cumulative net position exceeds US$5
million and up to US$10 million (inclusive),
the Chairman is authorized to approve the
transaction. For single transactions of
US$2.5 million or less (inclusive), or if the
cumulative net position is US$5 million or
less (inclusive), the Vice Chairman is
authorized to approve the transaction.
B. Financial Transactions: All financial
transactions conducted for investment or
speculative purposes must be carefully
evaluated and submitted to the Board of
Directors for approval prior to execution.
b~c (omitted)
2-4 (omitted)
up to US$5 million (inclusive), or if the




Directors for approval.All other
transactions may be approved
by the Chairman under
delegated authority.
B. Financial Transactions: All
financial transactions conducted
for investment or speculative
purposes
must
be
carefully
evaluated and submitted to the
Board of Directors for approval
prior to execution.
b~c (omitted)
2-4(omitted)

cumulative net position exceeds US$5

million and up to US$10 million (inclusive),

the Chairman is authorized to approve the

transaction. For single transactions of

US$2.5 million or less (inclusive), or if the

cumulative net position is US$5 million or

less (inclusive), the Vice Chairman is
Article 14:
The
Company's
subsidiaries
shall comply
with the
following
provisions:
1. Each subsidiary shall establish its own
"Procedures for Acquisition or Disposal of
Assets" in accordance with the relevant
provisions of the Procedures.
2.If a non-public subsidiary has not yet
established its own"Procedures for the
Acquisition or Disposal of Assets," the
procedures for acquiring or disposing of
assets shall be conducted in accordance
with the parent company's "Procedures
for Acquisition or Disposal of Assets."
3. If a subsidiary that isnot a domestic public
company engages in a transaction requiring
public disclosure and reporting under
Articles 31 and 32 of the Procedures for
Acquisition or Disposal of Assets, such
disclosure and reporting shall be carried out
by the parent company on behalf of the
subsidiary
4. In applying the disclosure and reporting
thresholds for a subsidiary that is not a
domestic public company,the terms "20%
of paid-in capital" or "10% of total assets"
shall be calculated based on the paid-in capital
or total assets of the parent company (the
Company).
1. Each subsidiary shallalsoestablish
its
own
"Procedures
for
Acquisition
or
Disposal
of
Assets" in accordance with the
relevant
provisions
of
the
Procedures,which shall be
approved by the Chairman of
the
subsidiary;
the
same
approval process applies to any
subsequent amendments.
3.
~~The execution and approval~~
authority for a subsidiary's
acquisition or disposal of assets
shall
be
carried
out
in
accordance
with
the
subsidiary's internal control
procedures, and shall also
comply
with
the
parent
company's
"Procedures
for
Acquisition
or
Disposal
of
Assets."
3. If a subsidiary that is not a domestic
public company engages in a
transaction
requiring
public
disclosure and reporting under
Articles 31 and 32 of the
Procedures for Acquisition or
Disposal
of
Assets,
such
disclosure and reporting shall be
carried
out
by
the
parent
company on behalf of the
subsidiary
4. In applying the disclosure and
reporting
thresholds
for
a
subsidiary, the terms "20% of paid-
in capital" or "10% of total assets"
shall be calculated based on the
1. Paragraph
1 has been
revised to
clarify that
the approval
level for
subsidiaries to
establish their
own
"Procedures
for
Acquisition or
Disposal of
Assets" must
comply with
the relevant
provisions of
the
Procedures.
2. Paragraphs
2 through 4
have been
revised and
adjusted for
clarity and
alignment
with
operational
requirements.
3. The deleted
content of
Paragraph 5
regarding the
10% of total
assets rule has
been moved
to Article 4,
Paragraph 8,
and the
wordinghas

38

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Article No. After Amendment Before Amendment Description
5. If the subsidiary's shares have no par value or paid-in capital or total assets of the been amended
the par value per share is other than NT$10, parent company (the Company). accordingly.
then for the purpose of applying the
transaction threshold of 20% of paid-in 5. The term "10% of total assets" as
capital under these Procedures , the referred to in the Procedure shall be
calculation shall be based on 10% of the calculated based on the total assets
equity attributable to the owners of the parent reported in the most recent
company. individual or separate financial
statements prepared in accordance
with the Regulations Governing the
Preparation of Financial Reports by
Securities Issuers. If the subsidiary's
shares have no par value or the par
value per share is other than NT$10,
then for the purpose of applying the
transaction threshold of 20% of paid-in
capital under these Procedures , the
calculation shall be based on 10% of
the equity attributable to the owners of
the parent company.
Article 16: The Company's "Procedures for Acquisition or The Company's "Procedures for Since the
Implementatio Disposal of Assets" shall be approved by the Audit Acquisition or Disposal of Assets" shall Company has
n and Committee and the Board of Directors and be approved by the Audit Committee established an
Amendments submitted to the shareholders' meeting for and the Board of Directors and Audit
approval. The same procedure shall apply to any submitted to the shareholders' meeting Committee,
amendments. When submitting the "Procedures for approval. The same procedure shall the
for Acquisition or Disposal of Assets" to the Board apply to any amendments. If any formulation
of Directors for discussion, the Company shall director expresses an objection that and
give full consideration to the opinions of all is recorded or submitted in writing, amendment of
independent directors, and any objections or the Company shall submit the these
reservations expressed shall be recorded in the objection for discussion at the Procedures
meeting minutes. shareholders' meeting. When are governed
submitting the "Procedures for by resolutions
Acquisition or Disposal of Assets" to passed by
the Board of Directors for discussion, both the
the Company shall give full Audit
consideration to the opinions of all Committee
independent directors, and any and the Board
objections or reservations expressed of Directors.
shall be recorded in the meeting There is no
minutes. requirement
to submit
directors'
dissenting
opinions to
the
shareholders'
meeting for
discussion;
therefore, this
provision has
been deleted.
Article 18: (Omitted) (Omitted) New
Formulation 11th Amendment: amendment
and Approved by the Board of Directors on April 8, record added.
Amendment 2025
History Proposed date for submission to the Annual
General Shareholders' Meeting: May 23, 2025
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39

Attachment VI

Syncomm Technology Corp.

Comparison Table for Amendment to the "Procedures for Loaning of Funds and Making of

Endorsements/Guarantees"

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Article No. After Amendment Before Amendment Description
Article 2: 1. (Omitted) 1. (Omitted) In alignment with
Definition of 2. Net Worth: Refers to the equity attributable to 2. Net Worth: Refers to the equity attributable to Article 6 of the
Terms owners of the parent company as presented owners of the parent company as shown in the Regulations
in the balance sheet of the most recent balance sheet prepared in accordance with the Governing Loaning
financial statements, which have been Regulations Governing the Preparation of of Funds and
audited or reviewed by a certified public Financial Reports by Securities Issuers . Making of
accountant . 3-4 (Omitted) Endorsements/Guar
3-4 (Omitted) antees by Public
Companies and the
related Q&A issued
by the FSC, this
provision clarifies
that the
determination of
"net worth" shall
follow the basis
prescribed in the
relevant reporting
standards.
Article 3: The term "entities to which the Company may The term "entities to which the Company may 1. To ensure
Entities Eligible loan funds" as used in these Procedures refers to loan funds" as used in these Procedures refers to consistency in the
for Loans of the loaning of funds in accordance with Article the loaning of funds in accordance with Article 15 expression
Funds 15 of the Company Act. Except under the of the Company Act. Except under the following throughout these
following circumstances, the Company shall not circumstances, the Company shall not loan funds Procedures, the
loan funds to its shareholders or any other to its shareholders or any other entities: wording has been
entities: 1. Where an entity has a business transaction with revised accordingly.
1. Where an entity has a business transaction the Company; The term "business
with the Company; The term "business transaction" refers to purchase or sale 2. In compliance
transaction" refers to purchase or sale transactions conducted with the Company. with Article 3 of the
transactions conducted with the Company. 2. Where an entity has a short-term financing "Regulations
2. Where an entity has a short-term financing need. The term "short-term" refers to a period Governing Loaning
need. The term "short-term" refers to a not exceeding one year. However, if the of Funds and
period not exceeding one year. However, if Company's business cycle exceeds one year, Making of
the Company's business cycle exceeds one such a cycle shall apply. The term "financing Endorsements/Guar
year, such a cycle shall apply. The term amount" as referred to above means the antees by Public
"financing amount" as referred to above cumulative outstanding balance of the short- Companies" and the
means the cumulative outstanding balance term financing provided by the Company, official Q&A, where
of the Company's short-term financing, and it shall not exceed 40 percent of the net a subsidiary engages
which shall not exceed 40 percent of the worth of the lending entity . in fund lending, it
Company's net worth. If the Company has foreign companies in which it shall establish its
If the Company has foreign subsidiaries in directly and indirectly holds 100 percent of the own internal
which it directly and indirectly holds 100 voting shares, and such companies engage in operating
percent of the voting shares, and such intercompany lending among themselves or procedures,
subsidiaries engage in intercompany loans with provide loans to the Company, such transactions including loan limits
each other or provide loans to the Company due shall not be subject to the restriction set forth in and terms, with the
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40

Article No. After Amendment Before Amendment
Description
Before Amendment
Description
to financing needs,such transactions shall not
be subject to the restriction set forth in
Subparagraph 2 of Paragraph 1.However, the
subsidiaries shall still establish internal









Subparagraph 2 of Paragraph 1.The aggregate
lending amount and limits for individual
entities shall be handled in accordance with
Article 5, and the loan duration shall be
governed by Article 7.
Where any responsible person of the Company
violates the proviso of Paragraph 1, such person
shall be held jointly and severally liable with the
borrower for repayment. If the Company incurs
any loss as a result, the responsible person shall
also bear liabilityfor damages.
subsidiary as the
responsible entity.
Accordingly, this
Article has been
revised to reflect the
applicable
provisions regarding
lending limits for
subsidiaries.
operating procedures specifying the loan

limits and durations, in accordance with the

relevant regulations prescribed by the

competent authority.
Where any responsible person of the Company
violates the proviso of Paragraph 1, such person
shall be held jointly and severally liable with the
borrower for repayment. If the Company incurs
any loss as a result, the responsible person shall
also bear liabilityfor damages.
Article 5
Limits on
Aggregate and
Individual
Loans of Funds
1. The total amount of loans provided by the
Company
for
reasons
of
business
transactions or short-term financing shall
not exceed40 percent of the Company's net
worth,
respectively.
The
aggregate
cumulative amount of all loans shall not
exceed40 percent of the Company's net
worth.
2. For entities with business transactions with
the Company, the individual loan amount
shall not exceed the amount of business
transactions between the parties. The term
"business transaction amount" refers to the
higher of the purchase or sales amount
between the two parties in the most recent
year.
3. For entities with short-term financing needs,
the individual loan amount shall not exceed
30 percent of the Company's net worth.
















1. The total amount of loans provided by the
Company for reasons of business transactions
or short-term financing shall not exceed10
percent of the Company's net worth,
respectively.
The
aggregate
cumulative
amount of all loans shall not exceed20
percent of the Company's net worth.
2. For entities with business transactions with the
Company, the individual loan amount shall
not
exceed
the
amount
of
business
transactions between the parties andshall be
limited to no more than 5 percent of the
Company's net worth. The term "business
transaction amount" refers to the higher of the
purchase or sales amount between the two
parties in the most recent year.
3. For entities with short-term financing needs, the
individual loan amount shall not exceed5
percent of the Company's net worth.
4. The cumulative outstanding balance of
short-term financing shall not exceed 40
percent of the net worth of the borrowing
entity.
1. The total loan
limits for short-term
financing have been
revised to align with
the thresholds
stipulated in Article
3, and adjustments
have also been made
to the individual
loan limits for short-
term financing and
for loans provided
due to business
transactions.
2. The original
Subparagraph 4 has
been incorporated
into Subparagraph 1
and is therefore
deleted to avoid
redundancy.
Article 6:
Procedures for
Loaning of
Funds and
Review
Procedures
1. (Omitted)
2. Application procedures
For first-time borrowers, the borrower shall
apply for a loan from the Company, and the clerk
shall contact the borrower to understand the use
of the loan and the latest business and financial
condition.
If
the
borrower
meets
the
requirements of the Procedures, the borrower
shall submit a written application and provide
the basic information and financial information
of the borrower for the credit and risk









1. (Omitted)
2. Application procedures
For first-time borrowers, the borrower shall apply
for a loan from the Company, and the clerk shall
contact the borrower to understand the use of the
loan and the latest business and financial
condition. If the borrower meets the requirements
of the Procedures, the borrower shall submit a
written application and provide the basic
information and financial information of the
borrower for the credit and risk assessment. For









1. Revised to reflect
practical operational
considerations.
2. To ensure
consistency in the
expression
throughout these
Procedures, the
wording has been
revised accordingly.

41

Article No. After Amendment After Amendment Before Amendment
Description
Before Amendment
Description
assessment. For repeat borrowers, a credit
investigation and risk assessment shall, in
principle, be conducted annually. In the case of
major transactions,such investigation shall be
conducted at any time or as needed based on
the specific circumstances.
If the Company engages in lending of funds due
to
business
transactions,
the
Company's
personnel should assess whether the lending
amount is equivalent to the business transaction
amount. If necessary for short-term financing,
the reason for and condition of the lending
should be listed, and a credit check should be
conducted.
3. (Omitted)
4. Approval and Review
(1) (Omitted)
(2) Loans of funds between the Company and its
parent or subsidiary, or between subsidiaries,
shall be submitted for resolution by the Board of
Directors in accordance with the preceding
provisions. However, the Board may authorize
the Chairman to approve loans to the same
borrower, within a limit not exceeding 10
percent of the Company's net worth as stated in
the most recent financial statements, and for a
period not exceeding one year, allowing
disbursement in installments or revolving use
within that limit.
(3) (Omitted)
5-7(Omitted)






















repeat borrowers, a credit investigation and risk
assessment shall, in principle, be conducted
annually. In the case of major transactions,such
investigation shall be conducted semi-annually
or as needed based on the specific circumstances.
If the Company engages in lending of funds due
to business transactions, the Company's personnel
should assess whether the lending amount is
equivalent to the business transaction amount. If
necessary for short-term financing, the reason for
and condition of the lending should be listed, and
a credit check should be conducted.
3. (Omitted)
4. Approval and Review
(1) (Omitted)
(2) Loans of funds between the Company and its
parent or subsidiary, or between subsidiaries, shall
be submitted for resolution by the Board of
Directors in accordance with the preceding
provisions. However, the Board may authorize the
Chairman to approve loans to the same borrower,
within a limit not exceeding 10 percent of the
lender'snet worth as stated in the most recent
financial statements, and for a period not
exceeding one year, allowing disbursement in
installments or revolving use within that limit.
(3) (Omitted)
5-7(Omitted)
Article 7:
Term and
Interest
Calculation
Method for
Loans of Funds
1. (Omitted)
2. Interest Calculation Method: The interest rate
shall be set at no less than the average interest
rate on the Company's bank borrowings, plus
applicable fees such as credit investigation
charges, collateral arrangement fees, and other
administrative costs.The Board of Directors
may adjust the rate as appropriate based on














1. (Omitted)
2. Interest Calculation Method: The interest rate
shall be set at no less than the average interest rate
on the Company's bank borrowings, plus
applicable fees such as credit investigation
charges, collateral arrangement fees, and other
administrative costs. Interest shall be calculated
on a daily basis by multiplying the sum of the
daily loan balances (i.e., the accumulated
principal) by the applicable interest rate, then
dividing by 365 to determine the interest amount.
Unless otherwise stipulated, interest shall be paid
monthly, and the borrower shall be notified to
make the payment within one week from the
agreed interest payment date.













Revised to reflect
practical operational
considerations.
as appropriate based on

actual
circumstances.
Interest
shall
be
calculated on a daily basis by multiplying the
sum of the daily loan balances (i.e., the
accumulated principal) by the applicable interest
rate, then dividing by 365 to determine the
interest amount. Unless otherwise stipulated,
interest shall be paid monthly, and the borrower
shall be notified to make the payment within one
week from the agreed interestpayment date.

42

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----- Start of picture text -----

Article No. After Amendment Before Amendment Description
Article 10: 1. (Omitted) 1. (Omitted) To enhance risk
Control 2. If a subsidiary intends to loan funds to 2. If a subsidiary has loaned funds to another control, the
Procedures for another party, it shall first submit the case to party, it shall prepare a "Loan of Funds Registry" provision is
Subsidiaries the Company for prior review and for the previous month and submit it to the amended to require
Lending Funds assessment. Additionally , the subsidiary shall Company by the 8th day of each month subsidiaries to
to Others prepare a "Loan of Funds Registry" for the (exclusive). obtain prior approval
previous month and submit it to the Company by from the Company
the 8th day of each month (exclusive). before proceeding
3. (Omitted) 3. (Omitted) with loans to other
parties.
Article 14: 1. The aggregate amount of endorsements and 1. The aggregate amount of endorsements and 1. The limit on the
Endorsement guarantees provided externally by the Company guarantees provided externally by the Company or amount of
and Guarantee or by the Company and its subsidiaries by the Company and its subsidiaries combined endorsements and
Limits combined shall not exceed 40 percent of the shall not exceed 40 percent of the Company's net guarantees to a
Company's net worth. worth. single entity by the
2. The endorsement and guarantee amount to 2. The endorsement and guarantee amount to any Company or by the
any single entity provided by the Company or by single entity provided by the Company or by the Company and its
the Company and its subsidiaries combined shall Company and its subsidiaries combined shall not subsidiaries
not exceed 20 percent of the Company's net exceed 10 percent of the Company's net worth. combined has been
worth. revised.
3. For endorsements and guarantees made by the 3. For endorsements and guarantees made due to 2. In Paragraph 3, a
Company or by the Company and its business transactions, the limit to any single entity clarification has
subsidiaries combined due to business shall be the lower of NT$10 million or the amount been added
transactions, the limit for any single entity shall of business transactions. The term "business regarding the
be the lower of the limit prescribed in the transaction amount" refers to the higher of the calculation basis for
preceding subparagraph or the amount of purchase or sales amount between the two parties endorsements and
business transactions. The term "business in the most recent year. guarantees made due
transaction amount" refers to the higher of the to business
purchase or sales amount between the two transactions, and the
parties in the most recent year. limit per individual
counterparty has
been adjusted
accordingly.
Article 15: 1. (Omitted) 1. (Omitted) Revised to allow the
Endorsement 2. Prior to providing an endorsement or 2. Prior to providing an endorsement or guarantee, Chairman to proceed
and Guarantee guarantee, the Company shall obtain a resolution the Company shall obtain a resolution of the with endorsements
Decision- of the Board of Directors . However, for Board of Directors. However , to accommodate and guarantees
Making and endorsements and guarantees between time-sensitive needs, the Board of Directors may between companies
Authorization companies in which the Company directly authorize the Chairman to approve each in which the
Levels and indirectly holds 100% of the voting guarantee up to 10 percent of the Company's Company directly
shares , the Chairman may be authorized to act net worth . Within the aforementioned limit, the and indirectly holds
within the limits set forth in Article 14 to Chairman may proceed with the endorsement or 100% of the voting
proceed first due to time sensitivity, and report guarantee first and report to the next Board shares, within the
to the next Board meeting for ratification. meeting for ratification. limits set in Article
14, and submit the
3-4 (omitted) 3-4 (omitted) case for ratification
by the next Board
meeting.
----- End of picture text -----

43

Article No. After Amendment
Before Amendment
Description
After Amendment
Before Amendment
Description
After Amendment
Before Amendment
Description
Article 19:
Control
Procedures for
Subsidiaries
Making
Endorsements
and Guarantees
1. (Omitted)
2. If a subsidiary intends to make an
endorsement or guarantee for another party, it
shallsubmit the case to the Company for
prior review and assessment, and shall also
prepare a "Registry of Endorsements and
Guarantees" for the previous month and report it
to the Company by the 8th day of each month
(exclusive).
3. (Omitted)
1. (Omitted)
2. If a subsidiary intends to make an endorsement
or guarantee for another party, it shall prepare a
"Registry of Endorsements and Guarantees" for
the previous month and submit it to the Company
by the 8th day of each month (exclusive).
3. (Omitted)
To strengthen risk
control,
this
provision is revised
to
require
prior
submission to the
Company for review
and
assessment
when a subsidiary
intends to make an
endorsement
or
guarantee
for
anotherparty.
Article 24:
Implementation
and
Amendments

(Omitted)
2nd Amendment
Date
of
Approval:
Submitted
to
the

(Omitted)
New
amendment
record added.

shareholders' meeting on May 23, 2025

44

Attachment VII

Syncomm Technology Corp.

Comparison Table for Amendment to the "Rules for Election of Directors"

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----- Start of picture text -----

Article No. After Amendment Before Amendment Description
Article 8 Article 8 Article 8 The wording has been
The ballot boxes shall be prepared by the board The ballot cases shall be prepared by the board of revised based on actual
of directors and publicly checked by the vote directors and publicly checked by the vote operational
monitoring personnel before voting commences. monitoring personnel before voting commences. considerations.
Article 9 Article 9 Article 9 This article has been
(To be deleted) If a candidate being elected is a shareholder, deleted.
the voter shall fill in the candidate's account According to the
name and shareholder account number in the Financial Supervisory
"Candidate" column of the ballot. Commission directive
If the candidate is not a shareholder, the voter Jin-Guan-Zheng-Jiao
shall fill in the candidate's full name and No. 1080311451,
National Identification Number. However, starting from 2021, the
where the government or a juristic person nominee system must be
shareholder is the candidate, the "Candidate" adopted for the election
column of the ballot shall indicate the name of of directors of listed (or
the government or juristic person. It may also OTC-listed) companies.
include the name of its representative; if there Shareholders shall elect
are multiple representatives, the names of directors from the list of
each shall be separately indicated. candidates. Since
shareholders will
already have access to
candidates' names,
education, and
professional
backgrounds prior to the
shareholders' meeting, it
is no longer necessary to
identify the candidates
via account numbers or
ID numbers. Therefore,
this article is deleted.
Article 9 Article 9 Article 10 1. The article numbers
Ballots shall be deemed invalid under any of the Ballots shall be deemed invalid under any of the have been adjusted to
following circumstances: following circumstances: reflect the deletion of
the original Article 9.
(1) The ballot is not prepared by the Board of (1) The ballot is not prepared by the Board of 2. The wording has been
Directors. Directors. revised based on actual
(2) The ballot was not placed into the ballot box . (2) The ballot was not placed into the ballot case . operational
(3) A blank ballot was placed into the ballot box . (3) A blank ballot was placed into the ballot case . considerations.
(4) The same ballot contains the names of two or (4) The same ballot contains the names of two or
more candidates. more candidates. 3. In accordance with
(5) The candidate listed does not match any (5) If the candidate listed is a shareholder and the Financial
name on the official list of director nominees . the account name, shareholder account Supervisory
number, and shareholder register do not Commission directive
match; or, if the candidate is not a 080311451, listed (and
OTC-listed) companies
----- End of picture text -----

45

==> picture [556 x 676] intentionally omitted <==

----- Start of picture text -----

Article No. After Amendment Before Amendment Description
shareholder, and the name and identification shall adopt the candidate
number do not match the verifying documents. nomination system for
(6) Other symbols, drawings, or text are written (6) Other symbols, drawings, or text are written director elections
on the ballot besides the candidate's name and on the ballot besides the candidate's name, starting in 2021.
number of votes. shareholder account number , and number of Shareholders must elect
votes. directors from the list of
(7) The handwriting is illegible making it (7) If any of the candidate's account name, nominated candidates.
impossible to verify or altered. shareholder account number, or number of Therefore,
voting rights has been altered. Subparagraphs 5 and 6
( 8 ) If the total number of votes cast exceeds the (8) The handwriting is illegible. of this article have been
number of voting rights held by the voter. (9) If the total number of votes cast exceeds the revised, Subparagraphs
number of voting rights held by the voter. 7 and 8 have been
( 10) If the candidate's name is identical to merged and adjusted,
another shareholder, and the shareholder the original
account number or identification number is Subparagraph 9 has
not provided to distinguish the individual. been renumbered, and
(11) If the ballot is not handled in accordance Subparagraphs 10 and
with the procedures specified in Article 9. 11 have been deleted.
Article 10 Article 10 Article 11 1. The article numbers
A ballot box shall be provided for the election of A ballot case shall be provided for the election of have been adjusted to
directors. After voting, the ballot box shall be directors. After voting, the ballot case shall be reflect the deletion of
opened jointly by the monitoring personnel and opened jointly by the monitoring personnel and the original Article 9.
ballot counters. ballot counters. 2. The wording has been
revised based on actual
operational
considerations.
Article 11 Article 11 Article 12 The article number has
(Omitted) (Omitted) been adjusted in
accordance with the
deletion of the original
Article 9.
Article 12 Article 12 Article 13 The article has been
(To be deleted) Each elected director shall be issued a notice deleted based on actual
of election by the Board of Directors. operational
considerations.
Article 12 Article 12 Article 14 The article number has
(Omitted) (Omitted) been adjusted in
accordance with the
deletion of the original
Articles 9 and 13.
Article 13 Article 13 Article 15 1. The article number
(Omitted) (Omitted) has been adjusted in
4th Amendment accordance with the
Date of Approval: Submitted to the deletion of the original
shareholders' meeting on May 23, 2025 Articles 9 and 13.
2. New amendment
record added.
----- End of picture text -----

46

Attachment VIII

Description for Non-Competition Restrictions on Directors

The following Directors are proposed to be released from the non-competition restrictions at the Shareholders’ Meeting.

==> picture [747 x 378] intentionally omitted <==

----- Start of picture text -----

Company Name and Position Held Representing Juristic Business Activities Identical or Similar to Potential Conflict of
Title Name
Concurrently Person Those of the Company Interest
Legal Representative
AlgolTek, Inc. Alcor Micro Corporation Product Designing None
Chairman
Electronics Components Manufacturing /
Silicon Optronics, Inc. Director (not applicable) None
Product Designing
Wireless Communication Mechanical
Equipment Manufacturing / Electronics
Components Manufacturing / Wholesale of
Gallopwave Inc. Director (not applicable) None
Telecommunication Apparatus / Information
Software Services / Data Processing Services
Corporate / Electronic Information Supply Services
Lo, Sen-
Director Wireless Communication Mechanical
Chou
Representative Legal Representative Gear Radio Limited, Equipment Manufacturing / Electronics
Gear Radio Electronics Corp. None
Chairman Samoa Components Manufacturing / Information
Software Services / Data Processing Services
Electronics Components Manufacturing /
Legal Representative
ENE Technology Inc. Alcor Micro Corporation Information Software Services / Product None
Director
Designing
Electronics Components Manufacturing /
Legal Representative Information Software Services / Data
Inpsytech, Inc. Egis Technology Inc. None
Director Processing Services / Electronic Information
Supply Services / Product Designing
Legal Representative
AlgolTek, Inc. Alcor Micro Corporation Product Designing None
Corporate Tsai, Director
Director Ling- Electronics Components Manufacturing /
Legal Representative
Representative Chun ENE Technology Inc. Alcor Micro Corporation Information Software Services / Product None
Chairman
Designing
Corporate Peng,
Electronics Components Manufacturing /
Director Chih- U-MEDIA Communications Inc. Director (not applicable) None
Product Designing
Representative Chiang
----- End of picture text -----

47

Appendix I

Articles of Incorporation of Syncomm Technology Corp.

Chapter I General Provisions

Article 1. The Company is organized in accordance with the Company Act and is named 鈺寶科技股 份有限公司 , with the English name SYNCOMM TECHNOLOGY CORP.

  • Article 2. The scope of the Company's business is as follows: 1. CC01060 Wired Communication Mechanical Equipment Manufacturing.

  • CC01070 Wireless Communication Mechanical Equipment Manufacturing.

  • CC01080 Electronics Components Manufacturing.

  • F213010 Retail Sale of Electrical Appliances.

  • F213060 Retail Sale of Telecommunication Apparatus.

  • F113020 Wholesale of Electrical Appliances.

  • F113070 Wholesale of Telecommunication Apparatus.

  • I101990 Other Engineering Consulting (Communication Engineering Consulting).

  • I301010 Information Software Services.

  • I301020 Data Processing Services.

  • I301030 Electronic Information Supply Services.

  • I501010 Product Designing.

  • IE01010 Telecommunications Service Number Agencies.

  • F401021 Restrained Telecom Radio Frequency Equipments and Materials Import.

  • CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.

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

Article 3. The Company may, based on business or investment needs and upon resolution by the Board of Directors, provide endorsements and guarantees to external parties, the procedures for which shall be handled in accordance with the Company's relevant operational procedures.

Article 4. The total amount of the Company's reinvestments shall not be restricted by the 40% limit on reinvestments exceeding paid-in capital as stipulated in Article 13 of the Company Act, and the Board of Directors is authorized to execute such reinvestments.

Article 5. The Company's head office is located in Hsinchu City. When necessary, the Board of Directors may resolve to establish branch offices domestically or overseas. Article 6. The Company's method of public announcement shall be handled in accordance with relevant laws and regulations.

Chapter II Shares

Article 7. The total capital of the Company is NT$1 billion, divided into 100 million shares at NT$10 per share. The unissued shares are authorized to be issued by the Board of Directors in installments. Among the total capital mentioned in the preceding paragraph, 7 million shares are reserved for the employee stock option certificates, and the Board of Directors is authorized to issue the stock option certificates in installments.

Article 7-1 The recipients of the Company's repurchased treasury shares may include employees of qualified controlling or subsidiary companies. The eligibility criteria and transfer method shall be determined by a resolution of the Board of Directors.

The recipients of employee stock options issued by the Company may include employees of qualified controlling or subsidiary companies. The eligibility criteria and issuance method shall be determined by a resolution of the Board of Directors.

48

When the Company issues new shares, the employees eligible to subscribe may include employees of qualified controlling or subsidiary companies. The eligibility criteria and subscription method shall be determined by a resolution of the Board of Directors. The recipients of restricted employee shares issued by the Company may include employees of qualified controlling or subsidiary companies. The eligibility criteria and allocation method shall be determined by a resolution of the Board of Directors. Article 7-2 If the Company issues employee stock warrants at a price lower than the closing price of the Company's common stock shares on the date of issuance, the issuance shall be made in installments within one year from the date of the resolution of the shareholders' meeting, after being approved by more than two-thirds of the voting rights of the attending shareholders. Such issuance shall also be explicitly stated and explained in the notice of the shareholders' meeting in accordance with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers and other applicable laws and regulations and shall not be proposed as an extraordinary motion. Article 7-3 If the Company transfers treasury shares to employees at a price lower than the average repurchase price, such transfer must be approved in advance by a shareholders' meeting attended by shareholders representing more than half of the total outstanding shares, with the approval of at least two-thirds of the voting rights of the shareholders present. The matter shall be clearly stated and explained in the notice of the shareholders' meeting in accordance with applicable laws and regulations and shall not be proposed as an extraordinary motion. Article 8. All shares of the Company shall be in registered form, and shall be issued after being signed or stamped by a director representing the Company, and certified by the competent authority or a duly authorized issuing and registration agency. The Company may issue shares without printing physical share certificates, in which case it shall register the issuance with a centralized securities depository enterprise and follow the regulations of said institution. Article 8-1 The Company's stock affairs shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies as promulgated by the competent authority. Article 9. The entries in the shareholders' roster shall not be altered within 60 days prior to the convening date of a regular shareholders' meeting, or within 15 days prior to the convening date of an extraordinary shareholders' meeting, or within 5 days prior to the target date fixed by the Company for distribution of dividends, bonus or other benefits. The periods specified in the preceding paragraph shall commence from the applicable convening date of the shareholders' meeting or from the applicable target date, as the case may be. Chapter III Shareholders' Meeting Article 10. The shareholders' meetings of the Company are classified into general meetings and extraordinary meetings. A general meeting shall be convened once a year by the Board of Directors in accordance with the law within six months after the end of each fiscal year. Extraordinary meetings shall be convened as necessary in accordance with applicable laws and regulations. The shareholders' meetings of the Company may be held by means of video conferencing or other methods announced by the Ministry of Economic Affairs. Article 10-1 A notice of a general shareholders' meeting shall be given to all shareholders at least 30 days prior to the meeting date, and a notice of an extraordinary shareholders' meeting shall be given at least 15 days prior to the meeting date. The notice shall specify the date, location, and purpose of the meeting. Article 10-2 If the shareholders' meeting is convened by the Board of Directors, the Chairman shall preside over the meeting. In case the Chairman is on leave or absent or cannot exercise his/her power and authority for any reason, the proxy shall be handled in accordance with Article 208, Paragraph 3 of the Company Act. If the shareholders' meeting is convened by any other person having the convening right other than the Board of Directors, such person shall preside over the meeting. However, if there are two or more persons having the convening right, one of them shall be nominated to preside over the meeting.

49

Article 11. If a shareholder is unable to attend a shareholders' meeting in person, they may appoint a proxy to attend on their behalf by completing a power of attorney issued by the Company, specifying the scope of authorization. The procedures for proxy attendance by shareholders shall comply with Article 177 of the Company Act and the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" as promulgated by the competent authority. Article 12. Unless otherwise provided by law, each share held by the Company's shareholder shall carry one voting right. When convening a shareholders' meeting, the Company may allow shareholders to exercise their voting rights in writing or electronically. The method for exercising voting rights in writing or electronically shall be specified in the notice of the shareholders' meeting. Article 13. Unless otherwise provided by the Company Act, a resolution at a shareholders' meeting shall be adopted by a majority of the votes of the shareholders present, who represent more than one-half of the total number of issued shares.

Chapter IV Directors, Audit Committee, and Managers

Article 14. The Company shall have five to nine directors, each serving a term of three years. Directors shall be elected by the shareholders' meeting from a list of nominated candidates under the candidate nomination system, and may be re-elected upon the expiration of their term.

Among the total number of directors referred to in the preceding paragraph, the number of independent directors shall be no less than three and shall not be less than one-fifth of the total number of directors.

The procedures for accepting nominations of director candidates, as well as public announcements and related matters, shall be handled in accordance with the Company Act, the Securities and Exchange Act, and other applicable laws and regulations.

The total number of shares of the Company held by all directors shall comply with the requirements set by the competent securities authority.

The total number of shares of the Company held by all directors shall comply with the
requirements set by the competent securities authority.
In accordance with Article 14-4 of the Securities and Exchange Act, the Company has
established an Audit Committee. The Audit Committee shall be composed of all independent
directors and shall consist of no fewer than three members, one of whom shall serve as the
convener, and at least one member shall possess expertise in accounting or finance. The
powers, responsibilities, and other requirements for the Audit Committee shall be governed
by applicable laws and regulations or the Company's internal rules and shall be established by
resolution of the Board of Directors.
Article 15. The Board of Directors shall be composed of the directors. A chairman shall be elected from
among the directors by a resolution adopted by the attendance of at least two-thirds of the
directors and the approval of more than half of the directors present. A vice chairman may
also be elected in the same manner. The chairman shall represent the Company externally.
Article 16. Unless otherwise provided by the Company Act, meetings of the Board of Directors shall be
convened and chaired by the chairman. In the event the chairman is on leave or otherwise
unable to exercise his duties, a proxy shall act in accordance with Article 208 of the
Company Act. Notices for convening board meetings may be given in writing, by fax, or by
electronic means. In the event of emergencies, a board meeting may be convened at any time.
Article 16-1 Unless otherwise provided by the Company Act, resolutions of the Board of Directors shall
require the presence of a majority of the directors and the approval of a majority of those
present.
If a director is on leave or otherwise unable to attend, the proxy shall be appointed in
accordance with Article 205 of the Company Act. When a board meeting is conducted via
video conferencing, directors participating through video shall be deemed to have attended
the meeting in person.
Article 17. The remuneration of directors shall be determined by the Board of Directors, taking into
consideration each director's level of participation in the Company's operations, the value of
their contributions, prevailing industry standards, and the Company's business performance.

50

Article 17-1 The Company shall purchase liability insurance for its directors during their term of office to cover the compensation liabilities they may legally bear in connection with the performance of their duties, in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Article 18. The Company shall appoint one General Manager. The appointment, dismissal, and remuneration of the General Manager shall be handled in accordance with Article 29 of the Company Act. Chapter V Accounting Article 19. At the end of each fiscal year, the Company's Board of Directors shall prepare the following documents and submit them, in accordance with legal procedures, to the shareholders' meeting for approval. 1. Business Report 2. Financial Statements 3. Proposal for the Allocation of Earnings or Compensation for Losses Article 20. If the Company generates profit for the year (where "profit" refers to pre-tax income before deducting employee compensation and director remuneration), it shall allocate no less than 5% of such profit as employee compensation and no more than 3% as director remuneration. However, if the Company has accumulated losses (including adjustment of the amount of undistributed earnings), a reserve for the amount to cover such losses should be set aside in advance. The employee remuneration mentioned in the preceding paragraph may be granted in the form of stock or cash, and the recipients may include employees of controlling or subordinate companies who meet certain conditions. The remuneration to directors mentioned in the preceding paragraph shall be paid in cash only. The preceding two paragraphs shall be implemented by resolution of the Board of Directors, and shall be reported to the shareholders' meeting. Article 20-1 If the Company has earnings in a fiscal year, the Company shall first pay taxes and cover losses of previous years, followed by setting aside a legal reserve at 10% of the remaining profits. However, this is not applicable if the legal reserve has reached the same amount as the Company's paid-in capital. If a special reserve is set aside or reversed in accordance with the laws or regulations of the competent authority, the remaining amount, plus the undistributed earnings at the beginning of the period, shall be the basis for the distribution of dividends, which the Board of Directors shall propose and submit to the shareholders' meeting for resolution before distribution. If the Company distributes dividends and bonuses or all or part of the legal reserves and capital reserves in the form of cash, the Board of Directors is authorized to do so with the attendance of more than two-thirds of the directors and the approval of the majority of the attending directors, and then report it to the shareholders' meeting.

Based on the current industry conditions and to address future capital needs and long-term operational planning, the distribution of shareholder dividends shall not exceed 90% of the total distributable earnings. The distribution of shareholder dividends shall prioritize cash dividends but may also be distributed in the form of stock dividends. However, the proportion of stock dividends shall, in principle, not exceed 50% of the total dividends.

Chapter VI Supplementary Provisions

Article 21. Any matters not provided for in these Articles of Incorporation shall be handled in accordance with the provisions of the Company Act.

Article 22. Amendment History of the Articles of Incorporation Date of Approval Initial Adoption 1997.12.26 1st Amendment 1998.02.23 2nd Amendment 1998.08.10

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3rd Amendment 1998.09.10
4th Amendment 1999.09.13
5th Amendment 2000.01.20
6th Amendment 2000.05.15
7th Amendment 2000.02.23
8th Amendment 2001.07.25
9th Amendment 2002.06.28
10th Amendment 2003.06.27
11th Amendment 2003.11.03
12th Amendment 2004.09.27
13th Amendment 2005.06.03
14th Amendment 2006.06.29
15th Amendment 2008.06.25
16th Amendment 2009.06.29
17th Amendment 2010.06.28
18th Amendment 2011.06.27
19th Amendment 2012.06.28
20th Amendment 2014.05.30
21st Amendment 2016.06.29
22nd Amendment 2019.06.25
23rd Amendment 2020.06.23
24th Amendment 2021.07.08
25th Amendment 2022.06.23
26th Amendment 2023.06.13

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Appendix II

Syncomm Technology Corp.

Rules of Procedure for Shareholders' Meetings

Rules of Procedure for Shareholders' Meetings
Article 1. Unless otherwise provided by laws or the Company's Articles of Incorporation, the Company's
shareholders' meetings shall be governed by these Rules.
Article 2. Unless otherwise provided by the Company Act, the Company's shareholders' meeting shall be convened
by the Board of Directors.
The Company's shareholders' meeting is convened in the following ways:
1. By holding a physical shareholders' meeting.
2. By holding a virtual shareholders' meeting, which may either be a hybrid shareholders' meeting or a
virtual-only shareholders' meeting.
To convene a virtual shareholders' meeting, the Company must obtain a resolution adopted by a majority
vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.
Changes to how the Company convenes its shareholders meeting shall be resolved by the board of
directors, and shall be made no later than mailing of the shareholders meeting notice.
Article 3. The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible
to shareholders and suitable for a shareholders' meeting. The meeting may not start earlier than 9:00
a.m. or later than 3:00 p.m.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only
shareholders meeting. However, the chairman and the minutes recorder shall be located at the same
place within the territory of the Republic of China, and the chairman shall announce the address of such
location at the beginning of the meeting.
Article 4. If the shareholders' meeting is convened by the Board of Directors, the Chairman shall preside over the
meeting. In case the Chairman is on leave or unable to attend for any reason, the proxy shall be handled
in accordance with Article 208, Paragraph 3 of the Company Act.
It is advisable that a majority of the directors should be present at a shareholders' meeting convened by
the Board of Directors.
If the shareholders' meeting is convened by any other person having the convening right other than the
Board of Directors, the convener shall preside over the meeting. However, if there are two or more
persons having the convening right, one of them shall be nominated to preside over the meeting. When
there are several persons calling for the shareholders' meeting, one of them shall be nominated by the
shareholders' meeting to preside over the meeting.
Article 5. Shareholders of the Company may, for each shareholders’ meeting, issue a proxy form provided by the
Company, specifying the scope of authorization and appointing a proxy to attend the meeting on their
behalf.
A shareholder may only execute one proxy form and appoint one proxy only, and shall deliver the form
to the Company five days prior to the scheduled date of the meeting. In case of duplicate forms, the first
one delivered to the Company shall prevail. However, a subsequent submission that clearly states it
revokes the earlier submission shall not be subject to this restriction.
Once the proxy form has been submitted to the Company, if the shareholder wishes to attend the meeting
in person or exercise voting rights in writing or electronically, the shareholder shall notify the Company
in writing no later than two days before the meeting to revoke the proxy. If the revocation is not made
in time, the proxy shall exercise the voting rights on behalf of the shareholder.
If the shareholder wishes to attend the shareholders' meeting virtually after submitting the proxy form,
the shareholder shall notify the Company in writing no later than two days before the meeting to revoke
the proxy. If the revocation is not made in time, the proxy shall exercise the voting rights on behalf of
the shareholder.
Article 5-1 When the Company convenes a shareholders' meeting, any expression of intent made by shareholders
exercising their voting rights in writing or electronically shall be delivered to the Company no later than
two days prior to the meeting date. In the event of duplicate submissions, the one received first shall
prevail. However, a subsequent submission that clearly states it revokes the earlier submission shall not

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be subject to this restriction.

A shareholder who exercises voting rights in writing or electronically shall be deemed to have attended the shareholders' meeting in person. However, such shareholders shall be deemed to have waived the right to vote on any ad hoc motions or amendments to the original proposals made at that meeting.

If a shareholder, after exercising voting rights in writing or electronically, wishes to attend the shareholders' meeting in person or by virtual means, the shareholder must revoke the previous expression of intent using the same method as that used to exercise the voting rights, no later than two days before the meeting. If the revocation is not received by the deadline, the voting rights exercised in writing or electronically shall prevail.

If a shareholder exercises voting rights in writing or electronically and also appoints a proxy to attend the shareholders' meeting, the voting rights exercised by the proxy shall prevail.

Article 6. The Company shall state in the meeting notice the time for shareholders, solicitors, and proxy agents (collectively, "shareholders") to check in and other relevant matters to be noted.

The check-in period referred to in the preceding paragraph shall begin at least thirty minutes before the commencement of the meeting. The check-in location shall be clearly marked, and appropriate personnel shall be assigned to handle the check-in. For virtual shareholders' meetings, the check-in shall be handled via the virtual meeting platform starting at least thirty minutes before the meeting; shareholders who complete check-in through the platform shall be deemed present in person.

Shareholders attending the meeting shall present an attendance card, attendance sign-in slip, or other identification documents. The Company shall not arbitrarily require additional documents. Solicitors using proxy forms must also carry identification for verification.

Shareholders or their proxies attending the shareholders' meeting shall sign in; submission of the attendance card may be deemed completion of sign-in. The number of shares represented shall be calculated based on submitted attendance cards, the number of attendees who checked in via the virtual meeting platform, and the number of votes cast in writing or electronically.

The Company shall provide shareholders attending the meeting with the agenda handbook, annual report, attendance certificate, speaking slips, ballots, and other relevant documents. If there is an election of directors, ballots shall be included.

For virtually held meetings, shareholders intending to attend via virtual means shall register with the Company no later than two days prior to the meeting.

For virtually held meetings, the Company shall upload the agenda handbook, annual report, and other relevant materials to the virtual shareholders' meeting platform at least thirty minutes prior to the commencement of the meeting and keep them available until the conclusion of the meeting.

Article 6-1 To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:

  • I. How shareholders attend the virtual meeting and exercise their rights.

  • II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

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

  • (II) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.

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

  • (IV) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

  • III.To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.

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Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified. Article 7. Voting at the Company's shareholder's meeting shall be calculated based on the number of shares. The number of shares held by shareholders without voting rights shall not be counted as part of the total number of issued shares when calculating the quorum for resolutions at shareholders' meetings. If a shareholder has a personal interest in any matter on the meeting agenda that may be detrimental to the interests of the Company, such shareholder shall not vote on that matter, nor may such shareholder act as proxy to vote on behalf of another shareholder.

The number of shares referred to in the preceding paragraph for which voting rights may not be exercised shall not be counted toward the total number of voting rights of shareholders present at the meeting. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 8. On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies, and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event of a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts and keep this information disclosed until the end of the meeting. When the scheduled meeting time has arrived, if shareholders representing more than half of the total issued shares are present, the Chairman shall call the meeting to order. During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6. When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act. Article 9. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity. Article 10. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast, and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by the

55

Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

Company during the entirety of its existence, and copies of the audio and video recording shall be
provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-
end operation interface of the virtual meeting platform.
Article 11. The agenda of the shareholders' meeting shall be determined by the Board of Directors, and the meeting
shall proceed in accordance with the scheduled agenda. The agenda shall not be changed without a
resolution of the shareholders' meeting.
If the shareholders' meeting is convened by a party other than the Board of Directors, the preceding
paragraph shall apply.
Unless otherwise resolved, the Chairman shall not adjourn the meeting at will before the conclusion of
all items on the agenda (including extraordinary motions). If the Chairman violates the rules of
procedure and declares the meeting adjourned, other members of the Board of Directors shall promptly
assist the attending shareholders in continuing the meeting in accordance with legal procedures, and a
new Chairman shall be elected by a majority of the voting rights of the attending shareholders to
continue the meeting.
Article 12. Shareholders or proxies who wish to speak shall first fill out a speaker's slip indicating the subject of
their speech, shareholder account number (or attendance number), and name and submit it to the
Chairman, who shall determine the speaking order.
Any shareholder or proxy who submits a speaker's slip but does not speak shall be deemed not to have
spoken. If the content of the speech differs from the information provided on the speaker's slip, the
actual speech shall prevail.
While a shareholder is speaking, no other shareholder may interrupt unless consent is obtained from
both the Chairman and the speaking shareholder. Violators shall be stopped by the Chairman.
Article 13. Shareholders or proxies proposing an amendment, substitute motion, or other motion by extempore
motion to items on the meeting agenda must obtain support from other shareholders or proxies. This
requirement also applies to motions regarding changes to the agenda or adjournment of the meeting.
Article 14. Each shareholder or proxy may speak no more than twice on the same motion, and each speech shall
not exceed five minutes unless otherwise approved by the Chairman.
Where a shareholders' meeting is held by video conferencing, shareholders participating via video may
submit written questions through the video conferencing platform from the time the Chairman declares
the meeting open until the adjournment is announced. Each shareholder may raise questions no more
than twice per motion, with a limit of 200 characters per question.
Questions that comply with the preceding provisions and fall within the scope of the agenda shall, where
appropriate, be disclosed on the video conferencing platform for all shareholders to be informed.
If any shareholder's speech violates the aforementioned provisions or strays from the topic, the
Chairman may stop the speech.
Article 15. When the shareholder is a government agency or legal entity, its representative attending the
shareholders' meeting is not limited to one person. Where a legal entity is entrusted to attend a
shareholders' meeting, it may only appoint one representative to attend.
When a legal entity shareholder appoints more than one representative to attend the meeting, only one
representative may be designated to speak on each motion.
Article 16. After a shareholder has finished speaking, the Chairman may respond in person or designate a relevant
person to respond.
Article 17. When the Chairman deems that an item has been discussed sufficiently, they may declare the discussion
closed and proceed to a vote.
Article 18. The chairman shall designate the personnel responsible for monitoring and counting the votes. The vote
monitoring personnel shall be shareholders.
Vote counting shall be conducted publicly at the meeting venue. The result of the vote, including the
tally of votes, shall be announced on the spot and recorded in the minutes.
When the shareholders' meeting includes the election of directors, it shall be conducted in accordance
with the relevant election procedures established by the Company, and the election results, including
the list of elected directors and the number of votes each received, shall be announced on the spot.
When this Corporation convenes a virtual shareholders' meeting, after the Chairman declares the
meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on
the virtual meeting platform before the Chairman announces the voting session ends or will be deemed

56

abstained from voting.

abstained from voting.
When the shareholders' meeting is held via video conferencing, vote counting shall be conducted once
after the chair declares the end of voting, and the results of the resolutions and elections shall be
announced.
When the Company convenes a hybrid shareholders' meeting, shareholders who have registered to
attend the meeting via video conferencing pursuant to Article 6 and wish to attend in person must cancel
their registration using the same method at least two days before the meeting; late cancellations may
only attend via video conferencing.
Shareholders who have exercised their voting rights in writing or electronically and have not revoked
such expression of intent but also attend the meeting via video conferencing may not vote again or
propose amendments to the original agenda items, except for extraordinary motions.
Article 19. During the meeting, the chairman may announce recesses as deemed appropriate. In the event of force
majeure, the Chairman may decide to temporarily suspend the meeting and announce the time to
reconvene, depending on the situation.
If the originally scheduled venue becomes unusable before the meeting (including ad hoc motions) is
concluded, the shareholders' meeting may decide to find an alternative venue to continue the meeting.
The shareholders' meeting may, in accordance with Article 182 of the Company Act, resolve to postpone
or resume the meeting within five days.
Article 20. Unless otherwise provided in the Company Act or the Company's Articles of Incorporation, resolutions
shall be passed by a majority of the voting rights of the shareholders present.
If the Chairman inquires and no objection is raised, the proposal is deemed approved, and its effect is
equivalent to a vote.
If objections arise, the proposal shall still be discussed and voted on. Once a proposal is recognized by
the chair with no objection, it may not be challenged again.
Article 21. If a proposal has amendments or substitutes, the Chairman shall determine the order of voting. Once
one of the proposals is approved, the others shall be deemed rejected without further voting.
Article 22. The resolutions of the shareholders' meeting shall be recorded in meeting minutes, signed or sealed by
the Chairman, and distributed to shareholders within 20 days after the meeting. The preparation and
distribution of the meeting minutes may be done electronically. The Company may announce the
meeting minutes via the Market Observation Post System as the means of distribution. The meeting
minutes must accurately record the date, month, and year of the meeting, location, the name of the
Chairman, resolution methods, key discussion points, and voting results (including the number of votes).
For director elections, the number of votes received by each candidate must be disclosed. The meeting
minutes shall be permanently retained during the Company's existence.
If the shareholders' meeting is held via video conferencing, in addition to the standard items, the minutes
shall record the meeting's start and end times, the mode of the meeting, the names of the Chairman and
recorder, and the handling and outcome of any video conferencing system failure due to natural disasters,
incidents, or other force majeure events.
When the Company holds a video shareholders' meeting, it shall also disclose in the minutes any
alternative measures provided to shareholders who experienced difficulties participating via video
conferencing.
Article 23. When holding a video shareholders' meeting, the Company must, immediately after the conclusion of
voting, disclose the voting and election results on the video conference platform and keep them available
for at least 15 minutes after the Chairman announces adjournment.
Article 24. At the beginning of the meeting, the Chairman must announce that except in cases specified in Paragraph
4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public
Companies, if a force majeure event causes the video conferencing platform or the video participation
to be interrupted for more than 30 minutes, the meeting shall be postponed or resumed within five days.
This does not follow Article 182 of the Company Act.
If a meeting is postponed or resumed due to the above, shareholders who did not register to attend via
video conferencing originally may not participate in the postponed or resumed meeting.
In accordance with the provisions of the preceding paragraph, for a meeting that is postponed or
continued, shareholders who registered to attend the original shareholders' meeting via video
conferencing and completed check-in, but do not participate in the postponed or continued meeting,
shall still have their number of shares attended, exercised voting rights, and election rights at the original
meeting counted toward the total number of shares, voting rights, and election rights of the postponed

57

or continued meeting.

When a shareholders' meeting is postponed or continued in accordance with the provisions of the first paragraph for proposals on which voting and counting have been completed, and the voting results or the list of elected directors have been announced, such proposals shall not be discussed or resolved again. If the Company holds a hybrid shareholders' meeting and the video conferencing system fails as described above, but the number of physically present shares still meets the legal quorum after deducting the video participants, the meeting shall continue without postponement or resumption.

In the event that the meeting shall continue as described in the preceding paragraph, the number of shares held by shareholders who participated via video conferencing shall be included in the total number of shares represented at the meeting; however, such shareholders shall be deemed to have waived their voting rights on all proposals of that shareholders' meeting.

Article 25. Staff handling administrative affairs of a shareholder's meeting shall wear identification cards or armbands.

The Chairman may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

When a shareholder violates the rules of procedure and defies the Chairman's correction, obstructing the proceedings and refusing to heed calls to stop, the Chairman may direct the proctors or security personnel to escort the shareholder from the meeting.

  • Article 26. Matters not provided for in these Rules shall be handled in accordance with the Company Act, relevant laws and regulations, and the Articles of Incorporation of the Company.

Article 27. These Rules of Procedure shall be implemented after approval by the shareholders' meeting. The same shall apply to any amendments.

Date of Approval Initial Adoption 2001.12.18 1st Amendment 2002.06.20 2nd Amendment 2010.08.16 3rd Amendment 2013.06.28 4th Amendment 2019.06.25 5th Amendment 2021.07.08 6th Amendment 2022.06.23 7th Amendment 2023.06.13

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Appendix III

Syncomm Technology Corp. Shareholdings of All Directors

As of the book closure date for this shareholders' meeting (March 25, 2025), the individual and total shareholding of the directors as recorded in the shareholders register is as follows:

==> picture [456 x 400] intentionally omitted <==

----- Start of picture text -----

No. of shares held as recorded in the
shareholders register on the book closure
Title Name date
Shareholding
Number of shares
ratio
Alcor Micro Corporation 10,887,288 24.52%
Chairman
Representative: Lo, Sen-Chou 501,692 1.13%
Alcor Micro Corporation 10,887,288 24.52%
Vice Chairman
Representative: Tsai, Ling-Chun 166,310 0.37%
Alcor Micro Corporation 10,887,288 24.52%
Director
Representative: Peng, Chih-Chiang 50,000 0.11%
Director Huang, Liang-Chun 171,310 0.39%
Director Liao, Hui-Ling 327,110 0.74%
Director Hsu, Yu-Pin 2,650,414 5.97%
Independent
Wu, Chih-Ming 0 0.00%
Director
Independent
Yu, Chi-Min 0 0.00%
Director
Independent
Cheng, Chun-Yuan 0 0.00%
Director
Total Shareholding of All Directors 14,036,122 31.61%
----- End of picture text -----

As of March 25, 2025, the total number of issued shares was 44,398,001 shares. Note:

  1. In accordance with Article 26 of the Securities and Exchange Act, the minimum number of shares required to be held by all directors is as follows:

  2. ◎Statutory minimum shareholding for all directors: 3,600,000 shares.

  3. Pursuant to Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," if a company elects two or more independent directors concurrently, the required shareholding percentage for nonindependent directors may be reduced to 80% of the original requirement.

  4. Actual total number of shares held by all directors: 14,036,122 shares.

  5. The directors' actual shareholding meets the statutory requirement.

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