TA YIH — AGM Information 2023

Dec 29, 2023

Stock Code: 1521

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TA YIH INDUSTRIAL CO.,LTD.

2023 The First Extraordinary Shareholders ’ Meeting Meeting Agenda

Time ： 9:00 a.m., December 23, 2023 (Saturday) Venue: Meeting Room of TA YIH INDUSTRIAL CO.,LTD. (No. 11, Xinxin Rd, South Dist., Tainan City) This Shareholders ’ Meeting will be held in form of: Physical Shareholders ’ Meeting

Contents

I‧Meeting Procedure.....………………………….………………………...	1
II‧Meeting Agenda………………………………..………………………...	2
1. Announcing Meeting in Session………..……………………………….	3
2. Words from the Chair…………………..……………………………….	3
3. Matters for Discussion…….…………………………………………….	3
4. Election matters…………..…………….……………………………….	3
5. Other Motions...………………………………………………………….	4
6. Extempore Motions………………………………………………………	4
7. Adjournment……………………………………………………………….	4
III‧Appendices
1. Articles of Incorporation………………………………………………….	5
2. Rules for Shareholders’Meetings…………………………………….	9
3. Regulations Governing Election of Directors………………………….	11
4. Shareholdings of All Directors…………………………………………	13

Ta Yih Industrial Co., Ltd.

Extraordinary Shareholders’ Meeting Meeting Agenda

1. Announcing Meeting in Session

2. Words from the Chair

3. Proposed Resolutions

4. Directors Election

5. Other Motions

6. Extempore Motions

7. Adjournment

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Ta Yih Industrial Co., Ltd.

2023 The First Shareholders’ Meeting Meeting Agenda

1. Time: 9:00 a.m., December 23, 2023 (Saturday)

2. Venue: Meeting Room of Ta Yih Industrial Co.,Ltd. (No. 11, Xinxin Rd, South Dist., Tainan City)

The number of shares hold by the shareholders present is reported and the chair declares the meeting open.

1. Words from the Chair

2. Matters for Discussion

3. Removing Wu Yu Hsien as Director.

4. Election matters：

• By-election of 3 independent directors of the Company.

• Other Motions: Release of the non-competition for new independent directors.

• Extempore Motions

8. Adjournment

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Meeting Agenda

1. The number of shares hold by the shareholders present is reported and the chair declares the meeting open.

2. Words from the Chair

3. Matters for Discussion

Motion 1

Subject: Removing Wu Yu Hsien as Director.

For your discussion. (Proposed by the Board)

Explanations: 1. Due to Changes in the company’s future operation direction and to protect the rights and interests of shareholders, the shareholders' meeting was proposed to remove Wu Yu Hsien from his position as director.

2.This case was approved by the board of directors on November 6, 2023 and submitted to the shareholders' meeting for discussion.

Resolution:

4. Election matters

Motion 1

Subject: By-election of 3 independent directors of the Company.

For your election. (Proposed by the Board)

Explanations: 1. The company's independent directors, Mr. Kao Hsin Chung, Huang Chang Fu and Cheng Yu Wei, have resigned, and it is planned to elect by-election in accordance with the Securities and Exchange Art and Corporate Charter.

1. The candidate nomination system is adopted in the Company’s election of directors in accordance with Article 192 of the Company Act.

2. The list of candidates for the Company’s Independent Directors has been adopted by the Board of Directors on November 27, 2023. The list of candidates for Independent Directors, including their education, working experiences and numbers and amounts of shares held, is shown as follows:

No.	Name	Education	Principal Experiences	Current Role(s)	Number of Shares Held
1	Chang,Jui Hui	Graduate School of Commerce, WASEDA University Department of Accounting NCHU	Deputy Director of Finance and Accounting Department of Mitsui & Co.(Taiwan),Ltd. Director of Finance and Accounting Department of AVEX GroupHoldings Inc.	Chairman of Qifu Industrial Co., Ltd. Director of Chenwang Industrial Co., Ltd.	0
2	Lo,Bin Hsien	PhD,School of Finance and Economics,National Kaohsiung University of Science Technology	Branch Director and Chief Secretary of the National Taxation Bureau of the Southern Area, Ministry of Finance	Assistant Professor, Department of Accounting and Information, National Kaohsiung University of Science Technology	0

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No.	Name	Education	Principal Experiences	Current Role(s)	Number of Shares Held
3	Hsien,Sung Wen	Master of The Department of Account and Information Technology, National Chung Cheng University Department of Accounting, Feng Chia University	Deputy Manager of the Audit Department of Gen Zhong United Accounting Firm. Assistant Manager, Audit Department, Taipei Office, Ernst & Young	Director of Jie Xiang Accounting Firm Director of Y.Y. Cable Accessories Co.,Ltd.	0

1. Independent Directors shall assume office from December 23, 2023 to June 12, 2026.

Election Result:

5. Other Motions:

Subject: Release of the non-competition for new independent directors. For your discussion. (Proposed by the Board) Explanations:

1. In accordance with Article 209 of the Company Act, “director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”

2. Due to the matters the Company may require in its diversified operations and the conducts by the directors for itself or others, which are within the scope of the Company’s business, the Board hereby proposes in cooperation with actual needs for approval of the release of prohibitions on partial directors from participation in competitive business by the Shareholders’ Meeting, provided such release will not be detrimental to the Company’s interests.

3. 3.The restrictions on non-competition of independent directors are as follows:：

follows:：
Name	Roles to Release Prohibitions from Participation
Chang,Jui Hui	Chairman of Qifu Industrial Co., Ltd. Director of ChenwangIndustrial Co.,Ltd.
Hsien,SungWen	Director of Y.Y. Cable Accessories Co.,Ltd.

Resolution:

6. Extempore Motions

7. Adjournment

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Appendix 1.

Ta Yih Industrial Co., Ltd. Corporate Charter

Chapter 1 General

		Chapter 1 General	Chapter 1 General
Article	1:	The Company is organized in accordance with the provisions regarding stock limited companies under
		the Company Act and is named “Ta Yih Industrial Co, Ltd.”
Article	2:	The Company operates the following businesses:
		1. Manufacturing, sale, import and export trading business of vehicles, motorcycles, and hardware
		parts.
		2. Manufacturing, processing, and sales business of airplane parts and vessel parts.
		3. Manufacturing, processing, and sales business of transportation machinery and parts.
		4. Manufacturing, sales, process, import and export business of lighting machinery, modules, and
		relevant equipment.
		5. Rail vehicles and parts manufacturing business.
		6. Rail vehicles and parts wholesale business.
		7. Industrial plastics product manufacturing business.
		8. Optic instruments manufacturing business.
		9. Precision instruments wholesale business.
Article	2-1:	The Company may provide guarantees for and invest in other companies as required for its business.
		The amount of investment may exceed 40% of its paid-in capital.
Article	3:	The Company has its headquarters in Tainan City.
Article	4:	The Company makes public announcements in accordance with Article 28 of the Company Act.
		Chapter 2 Shares
Article	5:	The Company’s total capital is Seven Hundred Sixty Two Million Three Hundred Thousand NT
		Dollars, divided into Seventy Six Million Two Hundred Thirty Thousand shares, at NT$10 per share,
		which are issued in the full amount.
Article	6:	All of the Company’s shares are registered shares, to be affixed with the signatures or seals of the
		directors representing the Company	and issued after certification by in accordance with the law.
		The shares may also be issued without share certificates.
Article	6-1:	There is no obligation to print share certificates for the Company’s shares. However, the Company
		shall designate a securities custodian organization.
Article	7:	Shareholders shall provide their true names and addresses to the Company. Sample seal cards shall be
		completed and provided to the Company for safekeeping. The loss of any sample seal shall be handled
		in accordance with the Regulations Governing the Administration of Shareholder Services of Public
		Companies.
Article	8:	Upon any share transfer, the transferor and the transferee shall complete a share transfer form and
		submit it together with the share certificate to the Company to seek transfer registration. The transfer
		may only be used against the Company after it has been registered in the shareholder register.
Article	9:	If any share certificate is lost or damaged, it shall be declared lost and re-issued in accordance with the
		Regulations Governing the Administration of Shareholder Services of Public Companies.
Article	10:	The Company may collect an administrative charge upon re-issuance or replacement of new share
		certificates.
Article	11:	Share transfer registration shall be	suspended for the period of 60 days before any general
		shareholders’ meeting, 30 days before any special meeting, or 5 days before the record date for the
		distribution of dividends, bonuses, or other benefits determined by the Company.
		Chapter 3 Shareholders’ Meetings
Article	12:	Shareholders’ meetings are divided into general meetings and special meetings. General meetings are
		held once every year within 6 months	from the end of each accounting year. Notice shall be given to
		each shareholder 30 days in advance. Special meetings are held as required in accordance with the law.
		Notice shall be given to each shareholder 15 days in advance.
Article	13:	Any shareholder who cannot attend a shareholders’ meeting due to any reason may issue a proxy,
		specifying the scope of authorization, to designate a representative to attend the meeting on its behalf.
Article	14:	The chairman shall chair shareholders’ meetings. If the chairman is absent, the vice chairman shall
		chair the meeting. If the vice chairman is absent, the chairman shall designate one director to act on
		his behalf. If there is no such designation, one director shall be appointed from among themselves.
Article	15:	The shareholders of the Company are entitled to one voting right per share held.

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Article	16:	Unless otherwise provided by the Company Act, shareholder resolutions shall be approved by
		shareholders representing the majority of voting rights represented in a meeting that is attended by
		shareholders representing the majority of all outstanding shares.
Article	17:	Matters resolved in shareholders’ meetings shall be recorded in minutes, which shall be affixed with
		the signature or seal of the chairman and distributed to each shareholder within 20 days after the
		meeting. The minutes may be distributed through public announcements.
		The minutes shall record the year, month, date, location of the meeting, the chairman’s name, manner
		of resolution, main proceedings and the results, and shall be kept permanently during the period of
		existence of the Company.
		Signature sheets for attending shareholders and proxies shall be kept for at least one year, provided
		that if any shareholder files a lawsuit in accordance with Article 189 of the Company Act, these
		documents shall be kept until the end of the lawsuit.
		Chapter 4 Board of Directors
Article	18:	The Company has 9 directors, to be elected by the shareholders’ meeting from among persons
		with legal capacities. Their terms shall be 3 years and the same person may be re-elected upon
		expiry of the term.
		Among the directors under the previous paragraph, there shall be at least 3 independent
		directors.
		Directors shall be elected through the candidate nomination system in accordance with Article
		192-1 of the Company Act. Non-independent directors shall be elected together with the
		independent directors. The persons who have received the votes representing the highest
		number of voting rights shall be elected as non-independent directors and independent directors,
		respectively, in accordance with the respective number of seats available.
		The professional qualifications, nomination and election manners and other matters of
		compliance for independent directors shall be governed by the applicable laws such as the
		Company Act and the Securities Exchange Act.
		The total number of shares of the Company to be held by all directors shall be established based
		on the standards under the Rules and Review Procedures for Director and Supervisor Share
		Ownership Ratios in Public Companies promulgated by the competent securities authority.
		The Company has an audit committee in accordance with Article 14-4 of the Securities and
		Exchange Commission, which is composed of all independent directors which is responsible for
		performing the duties that should be performed by supervisors in accordance with the Company
		Act, the Securities and Exchange Act and other laws.
Article	19:	If the current term of a director has expired but a re-election has not been held in time, the duties
		of the director shall be extended until the time when the re-elected director starts their term.
Article	20:	The directors constitute the board of directors. One person shall be elected from among themselves to
		serve as the chairman and another person as the vice chairman. The chairman acts as the Company’s
		representative.
Article	21:	When there is more than 1/3 vacancy in board seats, the board of directors shall convene a
		shareholders meeting to fill the seats in accordance with the law and the term shall be until the
		end of the original term.
Article	21-1:	To convene a board meeting, the agenda shall be specified and a notice shall be given to each
		director 7 days in advance. However, a meeting may be held at any time in case of an
		emergency.The meeting notice and the agenda under the previous paragraph may be sent in
		writing, by email, or by fax.
Article	22:	Board meetings are held once every quarter. A special meeting may be held if the chairman deems it
		necessary or upon the request of 4 or more directors. The chairman shall chair the special meetings. If
		the chairman is on leave or cannot perform their duties due to any reason, the vice chairman shall
		chair the meeting. If the vice chairman is on leave or cannot perform their duties due to any reason,
		the chairman shall designate one director to act on their behalf. If there is no such designation, one
		director shall be appointed from among themselves.
Article	23:	Unless otherwise provided under the Company Act or by the Company, board meeting shall be
		approved by a majority of the directors present in a meeting that is attended by a majority of the
		directors.
		Any director who cannot attend a meeting in person due to any reason may designate another director
		to act on his/her behalf. Any director participating in a meeting through video conference shall be
		deemed to have participated in person.
		When a director designates another director as his/her representative to attend a board meeting, a
		proxy shall be issued each time, specifying the scope of authorization in relation to the agenda.

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		The proxy holder under the previous two paragraphs shall not represent more than one other person.
Article	24:	Matters resolved in board meetings shall be recorded in minutes, which shall be affixed with the
		signature or seal of the chairman and distributed to each director within 20 days after the meeting. The
		minutes shall record the main proceedings of the meeting and the results. The minutes shall be kept in
		the Company together with the signature sheets of the attending directors and the proxies.
Article	25:	delete.
Article	26:	The remuneration for all directors and the president shall be determined by the board of directors
		based on the common standards of the industry.
		Chapter 5 Managers and Staff
Article	27:	The Company may have one president and several vice presidents, assistant managers, and managers.
		Other than the managers, who shall be hired and dismissed by the board of directors, the hiring and
		dismissal of such persons shall be subject to the approval by the majority of all directors, provided
		that the nominations shall be made by the president.
Article	28:	The Company may, through board resolution in accordance with Article 23 of the Articles of
		Association, hire consultants or important staff.
Article	29:	The other staff of the Company shall be hired and dismissed by the president and filed with the board
		of directors for reference.
		Chapter 6 Closing
Article	30:	At the end of each accounting year of the Company, the board of directors shall prepare below
		statements, submit them to the audit committee for audit and issuance of a report 30 days before
		the general shareholders meeting and then further submit them to the general shareholders
		meeting for approval.
		1. Business report.
		2. Financial statements.
		3. Profit sharing or loss compensation proposal.
Article	30-1:	If the Company has profit in the current year, at least 1% shall be provided as employee remuneration,
		to be distributed in stock or in cash through board resolution. However, if the Company has
		accumulated losses, the amount of compensation shall be reserved before provision of the employee
		remuneration based on the above ratio.
		The employee remuneration distribution proposal shall be reported to the general shareholders’
		meeting.
Article	31:	In consideration of the future funding needs and long-term financial planning for the Company, if
		there is profit after annual closing, after paying profit-seeking enterprise income tax and compensating
		losses from the past years, 10% of the balance amount shall be provided as legal reserve and a special
		reserve shall be provided for the amount of decrease in the shareholders’ equity in the current year.
		The balance, if any, shall be combined with the accumulated non-distributed profit from the last year
		for the profit distribution proposal to be made by the board of directors, which shall be submitted to
		the general shareholders’ meeting for resolution before distribution. Among the above, the shareholder
		dividend shall not be less than 50% of the distributable profit of the current year and the cash dividend
		shall not be less than 50% of the total shareholder dividend.
		Chapter 7 Miscellaneous
Article	32:	The organizational charter and bylaws of the Company shall be further established.
Article	33:	Any matter that is not fully stipulated in these Articles of Association shall be governed by the
		Company Act and other laws.
Article	34:	These Articles of Association were established on 14 December 1975.
		The first amendment was made on 19 February 1976.
		The second amendment was made on 15 December 1977.
		The third amendment was made on 12 May 1979.
		The fourth amendment was made on 15 August 1980.
		The fifth amendment was made on 25 July 1981.
		The sixth amendment was made on 20 July 1982.
		The seventh amendment was made on 5 August 1983.
		The eighth amendment was made on 29 August 1983.
		The ninth amendment was made on 3 December 1983.
		The tenth amendment was made on 21 November 1985.
		The eleventh amendment was made on 21 April 1986.
		The twelfth amendment was made on 15 June 1988.

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The thirteenth amendment was made on 10 August 1988.: The fourteenth amendment was made on 24 May 1990. The fifteenth amendment was made on 10 December 1990. The sixteenth amendment was made on 15 May 1991. The seventeenth amendment was made on 8 April 1992. The eighteenth amendment was made on 13 September 1993. The nineteenth amendment was made on 24 September 1993. The twentieth amendment was made on 11 November 1993. The twenty-first amendment was made on 13 May 1994. The twenty-second amendment was made on 29 May 1995. The twenty-third amendment was made on 6 March 1996. The twenty-fourth amendment was made on 4 June 1998. The twenty-fifth amendment was made on 15 June 1999. The twenty-sixth amendment was made on 20 June 2000. The twenty-seventh amendment was made on 7 June 2001. The twenty-eighth amendment was made on 28 June 2002. The twenty-ninth amendment was made on 13 June 2007. The thirtieth amendment was made on 14 June 2010. The thirty-first amendment was made on 18 June 2012. The thirty-second amendment was made on 13 June 2016. The thirty- third amendment was made on 12 June 2020.

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Appendix 2.

Ta Yih Industrial Co., Ltd. Rules for Shareholders’ Meetings

Article	1:	Shareholders’ meetings of the Company shall be governed by these Rules.
Article	2:	The Company shall put in place a signature sheet for signatures by the attending shareholders (or proxy
		holders). Alternatively, attending shareholders (or proxy holders) may submit their attendance cards in
		lieu of signatures. The number of shares present shall be calculated based on the signature sheet or the
		signature cards submitted.
Article	3:	Presence and voting in the shareholders’ meetings shall be calculated based on shares.
Article	4:	Shareholders’ meetings of the Company shall be held in the county or city where the headquarters is
		located or a location that is convenient for holding a shareholders’ meeting. The meeting shall start no
		earlier than 9 a.m. and no later than 3 p.m.
Article	5:	The chairman of the board of directors shall chair shareholders meetings. If the chairman is on leave or
		cannot perform his/her duties due to any reason, the vice chairman shall chair the meeting. If the vice
		chairman is also on leave or if he/she cannot exercise his/her duties due to any reason, the chairman shall
		designate one director to chair the meeting. If no one is designated by the chairman, the directors shall
		elect one person from among themselves.
Article	6:	The Company may assign designated attorneys, accountants, or relevant persons to participate in
		shareholders’ meetings.
		The staff of the shareholders’ meetings shall wear badges or arm bands.
Article	7:	The Company shall make full audio or video recordings of the shareholders’ meetings and shall keep such
		recordings for at least one year.
Article	8:	The chairman shall announce the start of the shareholders’ meeting upon attendance by shareholders (or
		proxy holders) representing the majority of all outstanding shares. If the quorum is not met at the meeting
		time, the chairman may announce an adjournment. There shall be no more than 2 adjournment and the
		total period of adjournment shall not exceed 1 hour. If the quorum is still not met after two adjournments
		and if the number of shareholders (or proxy holders) representing 1/3 or more of the total outstanding
		shares are present, a provisional resolution may be passed by shareholders representing the majority of
		voting rights. After the provisional resolution is passed, if the number of shares represented by the
		attending shareholders (or proxy holders) meets the statutory quorum, the chairman may submit the
		provisional resolution to the meeting for ratification in accordance with Article 175 of the Company Act.
Article	9:	The board of directors shall determine the agenda of the shareholders’ meetings. Meetings shall proceed
		in accordance with the scheduled agenda and no change shall be made without a resolution.
		Before the agenda scheduled under the previous paragraph (including motions) is completed, the
		chairman shall not dismiss the meeting unless there is a resolution.
		Upon dismissal of the meeting by resolution, no shareholder shall further elect a chairman to continue the
		meeting either in the same place or in a different place.
Article	10:	delete.
Article	11:	Before an attending shareholder (or proxy holder) speaks, he/she must first complete a speaking note
		specifying the main points of the speech, the shareholder account number (or attendance card number),
		and account name. The order of speech shall be determined by the chairman.
		If an attending shareholder (or proxy holder) only submits a speaking note but does not speak, he/she
		shall be deemed to have not spoken. If the speech is inconsistent with the speaking note, the confirmed
		speech shall prevail.
		When an attending shareholder speaks, the other shareholders shall not speak to interfere unless with the
		consent of the chairman and the speaking shareholder. Any violation shall be stopped by the chairman.
Article	12:	Each shareholder (or proxy holder) shall speak no more than twice about the same proposal without the
		chairman’s approval. Each speech shall not exceed 5 minutes.
		The chairman shall stop the shareholder’s speech when it violates the previous paragraph or goes beyond
		the scope of the proposal.
Article	13:	When a corporation attends a shareholders’ meeting through a representative, only one person shall be
		designated to attend the meeting.
		If a corporate shareholder designates 2 or more representatives to attend the meeting, only one person
		shall be allowed to speak.
Article	14:	After an attending shareholder speaks, the chairman may provide an answer or designate a relevant
		person to provide an answer.

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• Article 15: When the chairman deems that there has been sufficient discussion to put a proposal to a vote, he/she may announce the closing of discussion and submit the proposal to a vote.

• Article 16: When voting takes place on a proposal, the vote supervisors and vote counters shall be designated by the chairman, provided that the vote supervisors shall be shareholders. The voting results shall be reported on site and recorded.

• Article 17: During the meeting, the chairman may announce a break. Article 18: Other than a special resolution provided by the Company Act, proposals shall be approved by the majority of voting rights among attending shareholders. If the chairman makes an inquiry at the time of voting and there is no objection, it shall be deemed approved and shall have the same effect as voting. Other than trust enterprises and shareholder service organizations approved by the securities competent authority, when a person holds a proxy issued by two or more shareholders, the voting rights on behalf of others shall not exceed 3% of the voting rights of all outstanding shares. In case of excess, the voting rights in excess shall be excluded from the calculation.

• When a shareholder has an interest in relation to a matter in the meeting, which may result in jeopardy to the Company’s interest, such shareholder shall be excluded from the voting and shall not exercise their voting rights on behalf of any other shareholder.

• Article 19: When a proposal has an amendment or an alternative, the chairman shall determine the order of voting. If one proposal has been approved, the other proposals shall be deemed denied and there is no need for further voting.

• Article 20: The chairman may direct disciplinary staff (or security staff) to help maintain order in the meeting place. In maintaining the order on site, the disciplinary staff (or security staff) shall wear arm bands showing “disciplinary staff”.

• Article 21: Any matter that is not stipulated in these Rules shall be governed by the Company Act, the Securities Exchange Act, the Articles of Association of the Company and other applicable laws.

• Article 22: These Rules, including any amendment, shall be implemented after approval by the shareholders’ meeting.

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Appendix 3.

Ta Yih Industrial Co., Ltd.

Regulations for Election of Directors

Article 1:

These Regulations are established in accordance with the Company Act and the articles of association of the Company. All elections of directors of the Company shall be governed by these Regulations.

Article 2:

Directors of the Company shall be elected in shareholders' meetings.

Article 3:

Directors of the Company shall be elected through nominative cumulative voting. The voters may be identified by the number of their attendance cards printed on the voting ballots in lieu of their names.

Article 4:

In electing directors of the Company, each share is entitled to the number of voting rights that are equivalent to the number of directors to be elected. The board of directors shall prepare ballots in the same number of directors to be elected and distribute them to each attending shareholder. These ballots may be cast for the same candidate or allocated to multiple candidates.

Article 5:

Directors of the Company shall be elected by a shareholders’ meeting from among persons with legal capacities Subject to the number of seats provided in the articles of association of the Company, those having received the highest number of votes as reflected in the ballots shall be elected as independent directors and non-independent directors in the order of sequence. If two or more candidates receive the same number of votes and there are not enough seats for allocation, a random draw shall be conducted among the candidates who have received equal number of votes. If any such candidate is not present, the chairman shall participate in the random draw on his/her behalf. If a person elected as director is found and confirmed to have non-compliant personal information or be unfit in accordance with the applicable laws, the vacancy shall be filled by the next person who has received the next higher number of votes.

Article 6:

In preparing the ballots, the board of directors shall number them by shareholder account number and the number of votes allocated shall be specified.

Article 7:

Before the election starts, the chairman shall appoint a certain number of vote supervisors and vote counters to conduct vote opening.

Article 8:

The voting box shall be prepared by the board of directors and shall be open for public inspection by the vote supervisor before voting.

Article 9:

If a candidate is a shareholder, the elector shall specify in the “candidate” column the candidate account name and shareholder account name. If the candidate is not a shareholder, the candidate’s name and ID number shall be specified. However, if the candidate is a government or corporate shareholder, the candidate account name column on the ballot shall be identified with the name of such government or corporation. Alternatively, the name and representative’s name of such government or corporation may

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be specified. If there are multiple number of representatives, all names of the representatives shall be specified.

Article 10:

Any ballot with any of the below events shall be invalid:

• (1) Any ballot other than the ballots provided in accordance with these Regulations.

• (2) Blank ballot inserted into the voting box.

• (3) Illegible or altered ballot.

• (4) If the candidate is a shareholder, inconsistent account name or shareholder account number with the shareholders register. If the candidate is not a shareholder, inconsistent name or ID number following verification.

• (5) Two or more candidates listed in the same ballot.

• (6) Any text included other than the candidate’s account name (name) or shareholder account name (ID number) and the number of votes casted.

• (7) Failure to complete with the candidate’s account name (name) or shareholder account name (ID number).

Article 11:

Deleted.

Article 12:

Votes shall be opened on site once it is completed. The results of the votes shall be announced by the chairman on site.

Article 13:

Election notices shall be distributed to the elected directors by the board of directors of the Company.

Article 14:

These Regulations, including any amendment hereto, shall be implemented following the approval by the general shareholders’ meeting.

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Appendix 4. Shareholdings of All Directors

Shareholdings of All Directors

		Record Date: November 24, 2023	Record Date: November 24, 2023
Title	Name	Number of Shares Held
		Number of Shares	Rate of Shareholding
Chairman	Ding Wan Investment and Industrial Co., Ltd. Representative: Wu Chun-I	10,000	0.02％
Vice Chairman	Koito Manufacturing Co., Ltd. Representative: Iwanabe Megumi	24,774,750	32.50％
Director	Koito Manufacturing Co., Ltd. Representative: KONAGAYA HIDEHARU
Director	Koito Manufacturing Co., Ltd. Representative: YAMAMOTO KAKUYA
Director	Wu Yu-Hsien	25,101	0.03％
Director	Yi-Jian Investment Co., Ltd. Representative:Chen Chao Lung	20,000	0.02％
Minimum number of shares held by all directors accordingto the law		6,098,400	8.00％of total shares
Number of shares held by all directors		24,829,851	32.57of total shares

Note:

1. Independent director Kao Hsin-Chung resigned on June 14, 2023, independent director Huang Chang-Fu resigned on November 7, 2023, and independent director Cheng Yu-Wei resigned on November 13, 2023.

2. Institutional director Yi-Jian Investment Co., Ltd. resigned on November 27, 2023.

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