TASC - AGM Information 2021 | FinancialReports.eu

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OPTO TECH CORPORATION

Handbook for the 2021 Extraordinary Meeting of Shareholders Table of Contents

		Table of Contents
		Page
I.	Time ...................................................................................................................................... 1
II.	Place. ..................................................................................................................................... 1
III.	Agenda
	1.	Meeting Called to Order ............................................................................................. 1
	2.	Report Items ................................................................................................................ 1
	3.	Director Election ......................................................................................................... 1
	4.	Proposed Resolutions .................................................................................................. 1
	5.	Extemporary Motions ................................................................................................. 4
IV.	Attachments
	1.	The Company’s 2021 Private Placement Common Shares Issuance Report .............. 5
	2.	List of Candidates of Directors (Including Independent Directors) ........................... 7
	3.	List of Non-Competition Obligation of Candidates of the 14th Directors ............... 10
	4.	Before and Revision Chart of Company’s Articles of Incorporation ........................ 11
	5.	Independent Experts’ Opinions on the Reasonability of the Equity Value ............... 12
	6.	Demerger Proposal .................................................................................................... 18
V.	Appendices
	1.	Articles of Incorporation ........................................................................................... 36
	2.	Procedure Rules for Shareholder Meetings .............................................................. 44
	3.	Procedures for Election of Directors ......................................................................... 51
	4.	Directors Shareholding Status ................................................................................... 53

I. Time: 9:00 a.m., October 21, 2021
II. Place: No. 773, Ming-Hu Road, Hsinchu, 300, Taiwan

(Lakeshore Hotel Hsinchu Leith Castle - Apollo II B1)

III. Agenda

1. Meeting Called to Order

2. Report Items:

The Company’s 2021 Private Placement Common Shares Issuance Report.(Please refer to pages 5 - 6 of this Handbook for details.)

3. Director Election:

Election of the Company’s 14th Board of Directors (including independent directors). (Proposed by: Board of Directors)

Description:

1) The current (13th) Board of Directors serves from June 16, 2020, to June 15, 2023. In order to comply with the Company’s plans for future business, the total reelection of the Board is proposed (including independent directors).
2) According to the company's Articles of Incorporation, 7 directors (including 3 independent directors) are to be elected this time for a term of 3 years, from October 21, 2021 to October 20, 2024. The current directors (including 3 independent directors) will serve until the completion (adjournment) of this shareholders’ meeting.
3) The directors’ election adopts a nomination system, and the directors shall be appointed from among the list of director candidates by the shareholders, which contains the education, experience and other related information of the candidates. (Please refer to pages 7-9 of this Handbook.)
4) “Rules Governing the Election of Directors”. (Please refer to pages 51-52 of this Handbook.)
5) Please hold an election.

Election result:

4. Proposed Resolutions:

Proposal 1:Approval for competition by newly appointed directors and their representatives (including independent directors) is proposed for discussion. (Proposed by: Board of Directors)

Description:

1) According to Article 209 of the Company Act, which states “a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval”,
2) the approval of the shareholders' meeting regarding competition by the 14th Board of Directors and its representatives (including independent directors) is proposed. The information related to director candidates competition is as listed in the attachments. (Please refer to pages 10 of this Handbook.)

Resolution:

Proposal 2:A revision to the Company’s Articles of Incorporation is hereby submitted for discussion. (Proposed by: Board of Directors)

Description:

In order to comply with the future developments and business expansions of the Company, amendments to the Articles of Incorporation of the Company are proposed. Article 1 will be amended to change the Company’s name to “ 台亞半導體股份有限公司 ” and Article 2 will be amended to adjust the business scope. Relevant amendments will also be made to the Articles of Incorporation. A comparison of the Articles of Incorporation before and after amendment is shown in the attachments. (Please refer to pages 11 of this Handbook.)

Resolution:

Proposal 3:The disposal of the Chinese subsidiary, Opto Plus Technology Co. Ltd., is proposed for discussion. (Proposed by: Board of Directors)

Description:

1) In order to the comply with the future business plans of the Company, all shares of the Chinese subsidiary, Opto Plus Technology Co. Ltd., is proposed for an estimated price of no less than RMB33,000 thousand (the accountant’s opinion on reasonability are as listed in the attachments ， please refer to pages 12-17 of this Handbook.).
2) Authorization for the Chairperson to fully handle the disposal matters for no less than the aforementioned estimated price for this disposal is requested. However, if shareholdings are changed due to changes in the laws and regulations, adjustments made by the competent authority or other reasons, authorization for the Chairperson to fully handle the matters and make adjustments is requested.

Resolution:

Proposal 4:To approve the demerger of the Systems Business Group of the Company to new subsidiary. (Proposed by: Board of Directors)

Description:

1) According to Article 35 of the Corporate Mergers and Acquisitions Act, the Company proposes the split of the Systems Business Group related business (including assets, liabilities and business) into the newly established, wholly owned existing subsidiary, “ 光磊系統科技股份有限公司 ” (hereinafter referred to as the New Company), in order to implement professional division of labor and improve the Company’s overall business performance and market competitiveness based on efficiency planning.
2) The book value of the proposed split net assets is NT$200,000,000. The business value is based on the accountant’s review of the Company’s 2021 Financial Reports for the Second Quarter and depreciation, capital expenditure plans, value changes of related items up to the split date and other factors have been included in the estimation. However, the actual amount will be based on the book value on the record date of the split.

3) The Company hereby prepares the Demerger Proposal (including Article of Incorporation of 光磊系統科技股份有限公司 , the book value of demerged assets and liabilities and Fairness and opinions of independent experts.) as attachment (Please refer to pages 18-35 of this Handbook.)
4) The business value of the proposed split is NT$200,000,000 (same unit below). The New company is expected to issue 20,000,000 common shares as payment for the split items to the Company with common shares with nominal values of NT$10 for each share converted to NT$10 for each share for the split item value. However, the actual quantity and amount issued will be based on the share conversion value described above with the book value of the split items on the record date of the split, and will be adjusted according to the split plan.
5) The split record date is temporarily set as December 30, 2021. However, if the split record date is required to be adjusted due to the operational schedule, the new date shall be decided by the Company’s Board of Directors or board appointed person and the decision-making unit of the New Company.
6) For the business scope, monetary amount (including assets, liabilities and business), share conversion ratio, operational schedule and other related matters or uncompleted matters of the split related to the business proposed by the Company to be split, a shareholders' meeting resolution to authorize the Chairperson to handle all matters and make adjustments is requested within the scope of laws and regulations.
7) When the proposal is passed, ratifying resolutions and other necessary resolutions for the split plan are requested from the shareholders' meeting according to relevant laws and regulations.

Resolution:

Proposal 5:The Company must handle the shares release operations and relinquish participation in the cash capital increase plan of the subsidiary receiving the split business within one year of the registration amendment date of the split. (Proposed by: Board of Directors)

Description:

1) In order to accommodate the operational development of the split subsidiary and recruit and retain professionals, and integrate external resources to attract financial or strategic investors, within 1 year from the completion date of the registration of the split, when the subsidiary handles one-time or partial cash capital increase and issuance of new shares, it is proposed to the shareholders' meeting that the company may abandon the subscription of all or part of the subscribable shares, and it is proposed to the shareholders’ meeting that the company may dispose of the subsidiary’s equity held by the company in one instance or in installments within one year from the date of completion of the split registration.
2) The price of the new shares issued for the capital increase of the subsidiary shall not be lower than net value per share of the most recent financial report reviewed by an accountant when the Board of Directors decides the cash capital increase. Considering

the goals of operational development of the subsidiary and attracting and retaining professionals, besides the retention of 10% to 15% of the capital increase shares for employees according to the law, the Company must transfer or relinquish the pre-emption rights to the subsidiary’s capital increase. However, the subject of the transfer or the subscription object appointed by the subsidiary may be all shareholders of the Company, employees of the subsidiary, employees of the Company or its affiliated companies, and strategic or financial investors beneficial for the operational development of the subsidiary. If all shareholders of the Company are the subscription object, the shareholders register on the most recent transfer suspension date will be used to determine the subscription order according to the amount of shareholdings when subscribing. The actual cash capital increase issuance price of the subsidiary, contact and operation of the specified person will be handled by the Board of Directors of the subsidiary according to market conditions and the operating status of the subsidiary.
3) The price of the Company’s disposal of the subsidiary shall not be lower than net value per share of the most recent financial report reviewed by an accountant when the Board of Directors decides the disposal of the company’s shares. Considering the goals of operational development of the subsidiary and attracting and retaining professionals, the subject of the disposal of all shares of the subsidiary may be all shareholders of the Company, employees of the subsidiary, employees of the Company or its affiliated companies, and strategic or financial investors beneficial for the operational development of the subsidiary. If the share release subject is the Company’s shareholders, the shareholders register on the transfer suspension date closest to when the Board of Directors decides the disposal, will be used to determine the subscription order according to the amount of shareholdings when buying the shares Regarding the actual share release price, communication with the trade party and operating schedule, approval from the shareholders meeting is requested for the Board of Directors to handle the matters according to market conditions and the operations of the subsidiary, and an independent expert is requested to provide opinions on the reasonability of the price.

Resolution:

5. Extemporary Motions:

6. Meeting Adjourned

【 The Company’s 2021 Private Placement Common Shares Issuance Report 】

Item	1stprivateplacement in 2021	1stprivateplacement in 2021	1stprivateplacement in 2021	1stprivateplacement in 2021	1stprivateplacement in 2021
Type of private placement securities	Common Shares
Shareholders' meeting approval date and quantity	2021 General Meeting of Shareholders Undertake a private placement of ordinary shares by cash capital increase within a quota of not more than 60,000,000 shares once within a year subject to market conditions and the operational requirements of the company
Basis for determining the price and reasonability	The private placement price determination date is July 1, 2021. The higher calculated price based on two standard calculations will be chosen by the Company. The closing price in the previous day is NT$25.55, the average closing price in the previous three days is NT$25.63, the average closing price in the previous five days is NT$25.47, and the closing price in the previous thirty days is NT$24.79. According to the principle of two standard calculations, the higher chosen reference price is NT$25.47. The actual issuance price decided by a shareholders’ meeting resolution shall not be less than 90% of the reference price. The private placement price for this instance is NT$22.93.
Selection method for specified person(s)	The investor targeted for this private placement in the adopted resolution is limited to the specified person who meets the requirements under Article 43-6 of the Securities and Exchange Act,and who must be a strategic investor.
Reason for necessity of private placement	Taking into account the timeliness, convenience, issuance costs, and actual needs of the introduction of the strategic investor in raising capital, as well as that the regulation that privately placed securities cannot be freely transferred within three years will ensure the long-term cooperative relationship between the Company and the strategic investor, it is resolved to adopt private placement to raise funds and increase flexibilityof the fundingsource.
Payment completion date	August 25,2021 to August 27,		2021
Specified persons	Legal person subscriber	Qualifications	Subscribed amount	Relationship with the Company	Participation in company operations
	Nichia Taiwan Corporation	Persons that comply with the provisions of Article 43-6 of the Securities and Exchange Act	60,000,000 shares	Corporate director of the Company	Corporate director of the Company

Actual subscription (or NT 1,375,800 thousand conversion) price Actual subscription (or For this instance, the reference price is NT$25.47 and the private placement conversion) price and price is NT$22.93. The actual private placement price is 90.03% of the difference with reference reference price. The actual issuance price decided by the shareholders’ meeting price resolution is not be less than 90% of the reference price. The effect of private With strategic investors' capital injection, knowledge, business, finance, or placement on channel related capabilities and experience, it can reduce the pressure on shareholders’ rights and working capital costs and increase future profitability, which is comparable to interests (e.g. increases the company’s competitiveness, operating performance, and long-term accumulated losses...) development help.

Actual subscription (or conversion) price	NT 1,375,800 thousand	NT 1,375,800 thousand	NT 1,375,800 thousand	NT 1,375,800 thousand	NT 1,375,800 thousand
Actual subscription (or conversion) price and difference with reference price	For this instance, the reference price is NT$25.47 and the private placement price is NT$22.93. The actual private placement price is 90.03% of the reference price. The actual issuance price decided by the shareholders’ meeting resolution is not be less than 90% of the referenceprice.
The effect of private placement on shareholders’ rights and interests (e.g. increases accumulated losses...)	With strategic investors' capital injection, knowledge, business, finance, or channel related capabilities and experience, it can reduce the pressure on working capital costs and increase future profitability, which is comparable to the company’s competitiveness, operating performance, and long-term development help.
The status of private placement capital allocation and plan execution progress (Unit: NT$ thousand)	Estimated allocated amount (Third quarter of 2021)	Actual allocated amount (Third quarter of 2021)	Accumulated actual allocated amount and the percentage	Unallocated amount and description of purpose	Reasons for being ahead or behind schedule and improveplan
	1,375,800	48,264	48,264/3.5%	1,327,536/ The unspent balance will be used for new construction and expansion, replacement of old plant and equipment and repayment of bank loans	Cooperate with the company's operational planning operations
Manifestations of the benefits of private placement	It is beneficial for the Company’s competitiveness, operational performance, and long-term development.

List of Candidates of Directors (Including Independent Directors)

Nominated by Board of Directors

Title	Name	Education	Experience	Current post
Director	H.T. Wang	Dept. of Chemistry, National Changhua University of Education.	— Chairman/ Chief Executive Officer of OptoTech — Chairman of Jyu Shin Investment Co.,Ltd. — Director of Shin-Etsu Opto Electronic Co., Ltd. — Director of Giga Epitaxy Technology Corp. — Chairman of Tung Chou Asset Co.,Ltd	— Chairman/ Chief Executive Officer of OptoTech — Chairman of Ho Chung Investment Co.,Ltd.
Director	Tsun-Chia Tai	— Academician of the International Academy of Science and Technology of the Department of Production Science — Bachelor’s degree in Ishikawa Prefectural University, Japan	— Director of the Business Division Of Nichia Corporation — Vice President of Nichia Taiwan Corporation — Acting by The Sales Section Chief of Osaka Sales Office of Nichia Corporation — Business Manager of Nichia Shanghai Office — Director of Shenzhen Representative Office of Nichia TaiwanCorporation — Chairman of Nichia Hongkong Corporation	— Chairman of Nichia ShenZhenCorporation — Chairman/ President of Nichia Shanghai Corporation — Director / President of Nichia TaiwanCorporation — Director of the Third Business Division of Nichia Corporation. — Vice Chairman /Chief Strategy Officer of OptoTech — Executive Director of Nichia Corporation
Director	Kuo-Kuang Li	— PhD degree in International Law, China University of Political Science and Law, Beijing — Gradute Institute of Medical,Taipei Medical University Master's Degree	— President of Nanoplus Life Biomedical Technology Co., Ltd. — Vice Chairman Officer of Action Intellectual Property Tech Co., Ltd. — Vice Director of AIPT Patent and Trademark Law Office — President of Nanoplustech Co., Ltd. — Supervisor of Unitel High TechnologyCorporation	— Managing Director /Independent Director of OptoTech — Chairman of Chen Min Investment Co.,Ltd. — Chairman of Dangdai Xinchuang Technology Co., Ltd.
Director	Nichia Taiwan Corp. Rep. of legal person: Ishigami Koji	Dept. of Business and Economics, Div. of Kindai University.	— Vice President of Nichia Taiwan Corporation — Director of OptoTech	— Vice President of Nichia Taiwan Corporation — President of Nichia ShenZhen Corporation — Director of Nichia Shanghai Corporation — President of Nichia Hongkong Corporation — Director of Shenzhen Optics innovation vision tech. Co., LTD. — Director of OptoTech

Title	Name	Education	Experience	Current post
Independent Director	Dong Laie	— Master degree of Forestry and Resources Conservation, National Taiwan University — Dept. of Forestry, Chinese Culture University	— Chairman of Taiwan Patent and Trademark Legal Exchange Association (TPTLA) — Alternate supervisor of the Asian Patent Attorneys Associatio (APAA) — Chief Quality Officer of AIPT Group — Chief of Patent Group II of Intellectual Property Office Ministry(TIPO) of Economic Affairs Intellectual Property — Director of The Food Industry Research and Development Institute(FIRDI) — Group leader of patents of Intellectual Property Office Ministry(TIPO) of Economic Affairs Intellectual Property — Director of China Productivity Center — Deputy Team Leader of patents of Intellectual Property Office Ministry(TIPO) of Economic Affairs Intellectual Property — Chief of Administrative Section, Patent Division, Central Bureau of Standards, Ministry of Economic Affairs (predecessor of Smart Bureau) — Technician, Specialist, Technologist, Section Chief of Central Bureau of Standards of the Ministry of Economic Affairs (predecessor of the Bureau of Wisdom)	None
Independent Director	Tsai Shih-Kuang	— Master degree of Accounting, National Taiwan University — Dept. of Accounting, Fu Jen Catholic University	— Director of Tatung System Technologies Inc. — Adjunct Lecturer , Department of Accounting, Ming Chuan University	— Public Accountants of T.K. TSAI & CO.,CPAS — Independent Director of YungShin Global Holding Corporation — Independent Director of Yungshin Pharm Ind. Co. Ltd — Independent Director of Syncmold Enterprise Corp. — Independent Director of AIC Inc. Supervisor of Zhi-Hang Technology CO. LTD

Title	Name	Education	Experience	Current post
Independent Director	Wu Chien-Chih	— PhD, Institute of Medical Research, Taipei Medical University — Department of Medicine, Taipei Medical College	— Trainee, Department of Urology, First Affiliated Hospital of Nihon Medical University — Trainee, Department of Urology, National Cancer Center, Central Hospital, Japan — Director of Teaching Department of Taipei Medical University Hospital — Director, Medical Simulation Education Center, Academic Affairs Office, Taipei Medical University — Deputy Provost, Academic Affairs Office, Taipei Medical University — Director, Faculty Development Center, Academic Affairs Office, Taipei Medical University — Director, Department of Medical Education and Humanities, Department of Medicine, Taipei Medical University	— Chair of the Department of Medicine, Taipei Medical University — Associate Provost/ Professor, Department of Medical Education and Humanities, Taipei Medical University — Attending physician in the Department of Urology, Taipei Medical University Hospital

List of Non-Competition Obligation of Candidates of the 14th Directors

Title	Name	Released restriction	Establishment location
Director	Tsun-Chia Tai	Chairman of Nichia ShenZhenCorporation	P.R.C.
		Chairman/ President of Nichia ShanghaiCorporation	P.R.C.
		Director / President of Nichia TaiwanCorporation	R.O.C.
		Director of the Third Business Division of Nichia Corporation	Japan
		Executive Director of Nichia Corporation	Japan
Director	Kuo-Kuang Li	Chairman of Chen Min Investment Co.,Ltd.	R.O.C.
		Chairman of Dangdai Xinchuang Technology Co.,Ltd.	R.O.C.
Director	Nichia Taiwan Corporation	Manufacturing and sales of various phosphors Manufacturing and sales of lighting equipment and lighting materials Manufacturing and sales of semiconductors General import and export trade business (except licensingbusiness)	R.O.C.
Director	Nichia Taiwan Corp. Rep. of legal person: Ishigami Koji	Vice President of Nichia Taiwan Corporation	R.O.C.
		President of Nichia ShenZhen Corporation	P.R.C.
		Director of Nichia Shanghai Corporation	P.R.C.
		President of Nichia Hongkong Corporation	P.R.C.
		Director of Shenzhen Optics Innovation Vision Tech. Co., LTD.	P.R.C.
Independent Director	Tsai Shih-Kuang	Independent Director of YungShin Global Holding Corporation	R.O.C.
		Independent Director of Yungshin Pharm Ind. Co. Ltd	R.O.C.
		Independent Director of Syncmold Enterprise Corp.	R.O.C.
		Independent Director of AIC Inc.	R.O.C.
		Supervisor of Zhi-HangTechnologyCO. LTD	R.O.C.

OPTO TECH CORPORATION Company’s Articles of Incorporation (Before and Revision Chart)

	Amended article	Current article
Article 1	The Company is established in accordance with the provisions of the Company Act, and is named台亞半導體股份有限公司 in Chinese and OPTO TECH CORPORATION in English.	The Company is established in accordance with the provisions of the Company Act, and is named光磊科技股份有限公司 in Chinese and OPTO TECH CORPORATION in English.
Article2	The business scope of the Company is as follows: 1. CC01080 Electronic Parts and Components Manufacturing. 2. CC01040 Lighting Equipment Manufacturing. 3. E603080 Traffic Signs Installation Engineering. 4. E603090 Lighting Equipment Construction. 5. F401010 International Trade. 6. IE01010 Rental and Leasing. 7. CC01060 Wired Communication Equipment and Apparatus Manufacturing. 8. CC01100 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing. 9. IG03010 Energy Technical Services. 10.I501010 Product Designing 1、 Manufacturing and sales of optoelectronic semiconductor components: (a) Light Emitting Diodes (b) Infrared Emitting Diodes (c) Photodiodes (d) Phototransistors(e) Photo Couplers (f) Laser Diodes (g) Photonic Integrated Circuits. 2、 Manufacturing and sales of semiconductor electronic components: (a) Varactor Diodes (b) Field Effect Transistors (c) Microwave Transistors (d) Diodes (e) Transistors and (f) Various Types of Semiconductor Electronic Components. 3、 Manufacturing and sales of wireless communication equipment: UHF wireless frequency hopping communication machines. 4、 Research, development, design, manufacturing, sales, leasing (limited to self-owned products), promotion, and after-sales service of the items listed above and system products thereof. 5、 Concurrently engaging in import and export trade related to the Company’s business.	The business scope of the Company is as follows: 1. CC01080 Electronic Parts and Components Manufacturing. 2. CC01040 Lighting Equipment Manufacturing. 3. E603080 Traffic Signs Installation Engineering. 4. E603090 Lighting Equipment Construction. 5. F401010 International Trade. 6. IE01010 Rental and Leasing. 7. CC01060 Wired Communication Equipment and Apparatus Manufacturing. 8. CC01100 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing. 9. IG03010 Energy Technical Services. 1、 Manufacturing and sales of optoelectronic semiconductor components: (a) Light Emitting Diodes (b) Infrared Emitting Diodes (c) Photodiodes (d) Phototransistors(e) Photo Couplers (f) Laser Diodes (g) Photonic Integrated Circuits. 2、 Manufacturing and sales of semiconductor electronic components: (a) Varactor Diodes (b) Field Effect Transistors (c) Microwave Transistors (d) Diodes (e) Transistors and (f) Various Types of Semiconductor Electronic Components. 3、 Manufacturing and sales of wireless communication equipment: UHF wireless frequency hopping communication machines. 4、 Manufacturing and sales of wired communication equipment: In-vehicle communication systems for armored car artillery. 5、 Research, development, design, manufacturing, sales, leasing (limited to self-owned products), promotion, and after-sales service of the items listed above and system products thereof. 6、 Concurrently engaging in import and export trade related to the Company’s business.
Article33	These Articles of Incorporation were formulated on November 19, 1983. 1st revision made on January 21, 1984. ………………………………………………(Omitted) 32nd revision made on June 13, 2019. 33rd revision made on June 16, 2020. 34rd revision made on July 1, 2021. 35rd revision made on October 21, 2021.	These Articles of Incorporation were formulated on November 19, 1983. 1st revision made on January 21, 1984. ………………………………………………(Omitted) 32nd revision made on June 13, 2019. 33rd revision made on June 16, 2020. 34rd revision made on July 1, 2021.

Disposal of Opto Plus Technology Co. Ltd., Independent Experts’ Opinions on the Reasonability of the Equity Value

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地址：新竹市關新路27 號4 樓之6 電話：（03）666-3901 August 27, 2021. 傳真：（03）666-3907

Opto Tech Corporation (hereinafter referred to as Opto Tech or the Company) has proposed the disposal of 100% of investments in Opto Plus Technology Co. Ltd. (hereinafter referred to as Opto Plus Technology). The accountant was asked to provide their opinion on the reasonability of illiquid 100% equity investment in Shaoxing Opto, using June 30, 2021 as the evaluation record date.

I. Usage limitations and statement for the reasonability analysis opinions:

The opinions are only for internal use by Opto Tech and Opto Plus Technology and for the submission of documents according to the requirements of the competent authority. Please do not provide the opinions to a third party for use without the approval of the accountant, and the opinions must not be used for other purposes. The opinions are only related to the aforementioned items and must not be expanded to explain the relationship with the overall financial reports of Shaoxing Opto.

The accountant only evaluates the reasonability of the equity investment value of Opto Plus Technology from the perspective of an independent third party, and has not physically visited Shaoxing Opto. The evaluation record date for the information used by the opinions is June 30, 2021. Therefore, the opinions have not included changes that occurred after the evaluation record date. If the actual situation differs from the aforementioned descriptions, the conclusion of the opinions will change accordingly. After the opinions are published, if the actual situation changes, the accountant will not update the opinions unless a reevaluation is requested.

The evaluation procedure of the accountant is based on the external expert equity value evaluation report, audit report, self-published financial reports, other related information released by the management of Opto Tech, and other information acquired from the public market. Based on the commissioned scope, the accountant has used appropriate and reasonable information from the sources related to the provided information, descriptions, and various public information. If the aforementioned information is not factual or does not fully disclose the truth and causes damages or results in litigation, the provider of related information in Opto Tech and Opto Plus Technology will be held liable legally, and the accountant shall bear no responsibility.

When executing the project, the accountant did not assist the management to formulate financial predictions. The accountant will not provide guarantees or opinions related to financial predictions, related assumptions and the achievability of financial predictions because the achievement of the predications is based on the management decisions and operational plans of management. Events and situations that occur in the future cannot be predicted. Therefore, financial predictions are generally different from actual operational results, and the differences may be significant.

The evaluation procedure of the accountant is based on the financial information provided by management. Regarding the illiquid 100% equity investment report for Opto Plus Technology with June

30, 2021 as the evaluation record date released by Wau Yuan Property Appraisal Co., Ltd. (Hereinafter referred to as Wau Yuan Appraisal), the accountant has not performed verification or comparison. Therefore, the accountant’s evaluation procedure will not reflect the existence of any major inaccuracies in the aforementioned external expert equity value report.

II. Background:

Opto Plus Technology was established in Shaoxing, China in 2002. Its main products are light-emitting diodes and nixie tubes. It is a wholly-owned invested company of Opto Tech's subsidiary, Everyung Investment Ltd. Opto Tech commissioned Appraiser Chen Shu-Jen of Wau Yuan Appraisal to publish an equity investment value appraisal for trade price reference. The accountant’s evaluation procedure is based on the financial information provided by management. Wau Yuan Appraisal published the equity value report verification and the reasonability opinions with June 30, 2021 as the evaluation record date.

III. Description of valuation report verification

Opto Tech commissioned Appraiser Chen Shu-Jen of Wau Yuan Appraisal to analyze 100% equity value of Opto Plus Technology by using June 30, 2021 as the evaluation record date.

Wau Yuan Appraisal decided to use the equity method to evaluate the calculated value conclusion and publish the equity value appraisal report (the publication date is August 20, 2021, hereinafter referred to as Appraisal Report) after considering the management model and operational situation of Shaoxing Opto. According to the results of the Appraisal Report, the illiquid 100% equity investment value of Opto Plus Technology is around RMB33 million to RMB39 million.

The accountant verified whether the following items comply with appraisal standards according to the appraisal standard number 8 “appraisal verification” of the Accounting Research and Development Foundation of the Republic of China, in order to review the execution of the appraisal and the consistency and reliability of the appraisal report. Descriptions of the relevant reviews are as follows:

I) Whether the appraisal report reflects the commissioned scope of the appraisal:

After reviewing whether the equity value appraisal report published by Wau Yuan Appraisal is a detailed appraisal report, the appraisal report reflects the commissioned scope of the appraisal.

II)The completeness, accuracy and reasonability of the appraisal procedure:

After review of the appraisal report, the overall report structure and content is deemed to be complete and reasonable.

III)The completeness of the detailed report content and working draft, and the suitability and level of support for the conclusion of the used information sources:

After review, the appraisal report content is deemed to be complete. The used sources of information are suitable for the evaluation, and no inconsistencies were found in the information.

IV)The adequacy and relevance of the information and investigation used by the appraiser:

After review, the information and investigation used by the appraiser are deemed to be relevant and reasonable.

V) Suitability of the appraisal method:

The appraisal methods used by the appraiser are the equity method and market method. The equity method is based on the historical financial ratio data of the comparable company and the Company, and the Company's financial measurement is deemed to be reasonable. The cost of equity capital is estimated by the Build up model of the revised CAPM, and the current value of the company's future cash flow is based on the weighted average cost of capital (WACC), which is discounted to the

weighing day and totals to calculate the business value, and then the net interest-bearing liabilities are deducted to obtain the shareholder’s equity value. The equity value estimated by the income method is the value of control rights, so no control adjustment is made, but it needs to be adjusted due the lack of market liquidity. The final value range of the Company calculated with WACC plus or minus 1% is between RMB33 million and RMB39 million. After review, the equity method’s appraisal procedure is deemed to be complaint with the appraisal standards regulations.

The market method uses the comparable company method and comparable trade method. The comparable company method selects Opto Tech and eight Chinese companies, and uses the Bloomberg database to calculate the market multiplier of various comparable companies. The market multiplier includes the earnings multipliers (P/E, EV/EBIT and EV/EBITDA), net worth multiplier (P/B) and revenue multiplier (P/S, EV/S), and the value of the Company is calculated by taking the median value of the multiplier, and then adjusting the control premium and lack of market liquidity discount to construct the market value range using the comparable company method, which is between RMB56 million and RMB160 million. Comparable transactions were taken from the historical merger details in the Bloomberg database. The median value for the merger multiplier is used to calculated the Company’s value. The comparable transaction value of the market method is between RMB60 million and RMB130 million. The comparable transaction merger cases were obtained from Bloomberg through the searching of the term “semiconductors”. However, the semiconductor industry includes down, mid, and up stream. The profitability of the different sections of the industry are significantly different. The appraiser did not further analyze and compare the similarities between the M&A cases that were searched for and the Company to exclude non-comparative companies, and explained and adjusted the differences between the qualified analog company and the target company. For example, in cases where the obvious attributes of ARM and Xilinx are very different to the Company, the value range of the Company constructed by the comparable transaction method is not reasonable, and it is easy to mislead the reader of the report. However, the appraiser of this case explained the market method appraisal in the value conclusion of the M&A cases may be affected by factors such as parent-subsidiary companies, strategic alliances, etc., and the profitability, operating scale, and projects of comparable companies are still different from the Company. Therefore, the market method value is only for reference, and the accountant agrees to exclude the market method, and the evaluation result of the income method is used as the value conclusion interval

VI)The relevance and suitability of various adjustments made by the appraiser:

Selection of comparable companies:
The selection standards for comparable companies are (1) publicly issued companies in Asia, Europe, and North America, (2) LED manufacturers, and (3) listed companies. Because the light-emitting diode market is a matured industry and the market has been saturated, the appraiser selected the companies based on contact with the companies and the Bloomberg database. The 8 selected Chinese-listed comparable companies and the parent company Opto Tech have more than 80% of the market share in LED-related businesses. The accountant believes that the selected comparable companies are appropriate.
Parameters of liquidity discounted price and control premiums: The lacking market liquidity uses the 2020 “Stout Restricted stock Study Companies Guide”. The guide calculates the average discount rate as 21.6% and the median rate as 15.8%. The appraiser used 15.8% as the discount ratio. The controlled premium uses the Mergerstat Control Premium Study SIC 3674 (Semiconductors and Related Devices) median value of 21.99%. After evaluating the sources of the data and within the value ranges of the statistics, the liquidity discounted price

parameter adjustments were deemed to be relevant and suitable.

VII) Whether the suitability and reasonability of the appraiser’s analysis, judgement and conclusion can be supported:

After analysis, judgement and conclusion conducted by the review appraiser, the appraiser considers that the merger may be affected by transactions and strategic alliances between the parent company and subsidiary. Furthermore, the profitability, business scale and items of the comparable companies will have a certain degree of discrepancy with the company, so the use of the market method was excluded and the appraisal result of the equity method was selected. Because the merger case staple did not select comparable samples to the company’s business items and the reason for the merger may be an affiliated company transaction or strategic alliance, the conclusion obtained through comparable transaction methods of the market method were not adopted. Moreover, it is difficult to obtain comparable listed companies with equivalent scale and business items as the company, for example, the comparable company’s market value is between RMB3,941 million and RMB19,888 million, which is significantly larger than the company, and their business items are significantly different from the company. Therefore, the reasons for non-adoption by the appraiser are reasonable. The account did not find any major abnormalities or unreasonable situations. The overall analysis and judgment were deemed as reasonable and suitable.

The equity method uses the financial predictions of the company to reflect the future operational trends of the company. The company has a better understanding of the industry and the current operating status. The use of the equity method to calculate the conclusion is deemed to be suitable. The equity value of between RMB33 million and RMB39 million of Opto Plus Technology is deemed to be reasonable.

VIII) Before the appraiser releases the appraisal report, the suitability of the changes to the appraisal conclusion made after discussions with the client or authorized related parties is as follows:
The situation is not applicable to the appraisal case.

IV.Conclusion of the opinions:

According to the information provided by Opto Tech and after reviewing the illiquid 100% equity investment report for Opto Plus Technology released by Wau Yuan Appraisal as commissioned by Opto Tech, the accountant finds Wau Yuan Appraisal’s evaluation of Shaoxing Opto’s equity value as between RMB33 million and RMB39 million as reasonable.

Ezone CPAs Firm

Accountant: Lu Jing-Jun

Independent Expert’s Statement

The accountant published the evaluation opinions based on the Standards for Public Offering Companies to Acquire or Dispose of Assets and in compliance with the related laws. The accountant also referenced the related Republic of China Appraisal Standards or the self-regulation guidelines of professional associations. The statement is as follows:

The opinions issued and the information sources, parameters and information used in the execution of the operating procedures are complete, correct and reasonable, and are used as the basis for issuing this opinion.
Before undertaking the case, I have confirmed compliance with the qualifications listed in Paragraph 1, Article 5 of the Standards for Public Offering Companies to Acquire or Dispose of Assets, and my professional capabilities and practical experience have been assessed according to Item 1, Paragraph 2 of the same article.
When executing the case, I have appropriately planned and executed a suitable operating procedure and have formed a conclusion to issue the opinions. The operating procedures, collected information and conclusion have been included in the working draft of the case in detail.
There are no relationships between the accountant, trade parties of the case, and the professional appraiser that published the appraisal opinions as listed in Items 2 and 3, Paragraph 1, Article 5 of the Standards for Public Offering Companies to Acquire or Dispose of Assets, and the non-existence of the following matters is hereby declared:
(1) I or my spouse is currently employed by the trade party of the case and is paid a fixed salary or acting as a director or supervisor.
(2) I or my spouse has acted as a director, supervisor, manager, or held a position of importance related to the case of the trade party, and was dismissed or resigned within 2 years.
(3) The unit where I or my spouse is currently employed is related to the trade party of the case.
(4) Whether the accountant is related as a spouse or family member within two degrees of kinship to the directors, supervisors, managers, or persons with positions that have a significant influence on the audit case of the parties of the trade.
(5) I or my spouse has major investment or financial interests in the trade party of the case.

Independent expert:

August 27, 2021

Independent Account’s CV

Name: Lu Jing-Jun

Gender: Female

Place of origin: Taoyuan, Taiwan

Education: Masters, College of Management, National Yang Ming Chiao Tung University Department of Accounting, Chung Yuan Christian University

Professional qualifications: Passed the Republic of China Accountant Examination Passed the CPA Association Evaluation of Accountants Passed the Intangible Asset Evaluation of the CPA Association Passed the CPA Association Professional Training for Accountants Intangible Assets Appraiser of the Ministry of Economic Affairs - Intermediate Level Evaluation Corporate appraiser/member awarded by Chinese Association of Business and Intangible Assets Valuation Member of the International Association of Certified Valuation Specialists (IACVS)

Experience: Associate of the Audit Department, PwC Taiwan Associate of the Tax Affairs Department, PwC Taiwan

Current position: Senior Accountant and President of Ezone CPAs Firm

Demerger Proposal

Opto Tech Corporation (change to “ 台亞半導體股份有限公司 ” is proposed; Hereinafter referred to as “Opto Tech”; ) is transferring the Systems Business Group related businesses to the newly established, wholly owned subsidiary, 光磊系統科技股份有限公司 (hereinafter referred to as “the New Company”) in order to implement professional division of labor and improve the overall business performance and market competitiveness of the company. The New Company shall issue new shares as payment to Opto Tech (hereinafter referred to as the Split Case). In accordance with the Corporate Mergers and Acquisitions Act, the Company Act and other related laws and regulations, the split plan (hereinafter referred to as the Plan) was established and is as follows:

Article 1 Split method and companies participating in the split

The split adopts the existing split method of first establishing a subsidiary. Opto Tech will transfer the Systems Business Group related businesses to the newly established, wholly owned subsidiary, the New Company. The New Company shall issue new shares as payment to Opto Tech. Companies participating in the split are as follows:

Company to be split: Opto Tech Corporation (change to “ 台亞半導體股份有限公司 ” is proposed) Existing companies handling the business: 光磊系統科技股份有限公司 (the New Company)

Article 2 New Articles of Incorporation

Refer to Appendix 1 for details.

Article 3 Business scope, business value, assets and liabilities transferred by Opto Tech

1 、 Business scope transferred in the split:
A.Business of the Systems Business Group.
B. The inventory, bank savings, accounts receivable, and other related assets (including tangible and intangible assets) required by the Systems Business Group and related liabilities.
C. Contracts related to the Systems Business Group (including but not limited to: Supply contracts, sales contracts, technology authorization contracts, technical service contracts, loan contracts and other related contracts), litigations, legal relationships, legal address, licenses, approvals and related equity. The transfer of contracts requires the approval of the related parties of the original contract. The related persons must agree before the transfer can take effect.
D. The trademarks, technology, software, know-how, and commercial secrets of Opto Tech before the split record date are related to the Systems Business Group and shall be split and transferred to the New Company. Opto Tech and the New Company shall cooperate to handle the aforementioned transfer of intellectual property rights, transfer of technologies, rights protection processes and the provision of related information, documents, and programs, in order to ensure the related rights of the other party. The rights protection costs shall be the responsibility of the New Company after the split record date. The split of the intellectual property rights will not affect the rights authorized to others before the split and the obligations of confidentiality. The authorization or transfer of patents and pending applications related to the New Company will be negotiated by both parties.
E. Other related assets, liabilities, rights and obligations, equity, split of business/property related to the Systems Business Group. Tax incentives, licenses, permits and related legal relationships, factual relationships and statuses that have been implemented but not expired or have not been deducted.

2 、 Business value transferred in the split: The calculation of split and transferred assets minus liabilities is shown in Appendix 2 and is estimated to be NT$200,000,000.
3 、 Split and transferred assets: The split and transferred assets are shown in Appendix 2 and is estimated to be NT$321,799,190.
4 、 Split and transferred liabilities: The split and transferred liabilities are shown in Appendix 2 and is estimated to be NT$121,799,190.
5 、 The business value, assets and liabilities transferred from the split disclosed above are temporarily based on the accountant’s review of Opto Tech’s 2021 Financial Reports for the Second Quarter and depreciation, capital expenditure plans, value changes of related items up to the split record date and other factors have been included in the estimation. However, the actual amount will be based on the book value on the record date of the split.
6 、 When the aforementioned split and transferred assets and liabilities require adjustments, the Opto Tech Board of Directors and the decision-making unit of the New Company shall negotiate the adjustments together. If the business value or the amount or price of the shares issued by the New Company need adjustment, the same process shall be implemented.

Article 4 The proportion of issued shares of the New Company and the basis for the calculation are the business value, assets and liabilities of the split and transferred company

1 、 Share conversion ratio: The business value of the Systems Business Group to be split and transferred is NT$200,000,000. The newly issued common shares of the New Company are valued at NT$10 per share. The face value of each share (hereinafter referred to as face value) is NT$10. Opto Tech shall convert 20,000,000 issued common shares of the New Company. For shares that cannot be converted, the business value of the unconverted shares shall be paid in cash in full to Opto Tech within 30 days of registration completion of the New Company.
2 、 Calculation basis: The aforementioned share conversion ratio is based on the book value of assets and liabilities split and transferred by Opto Tech. The net value per share and split share conversion ratio is based on the reasonability stated in the expert’s opinions. The expert’s opinions are listed in Appendix 3.

Article 5 The proportion of issued shares of the New Company and the adjustment of the proportion are based on the business value, assets and liabilities of the split and transferred company

For the stated ratio of newly issued shares of the New Company for the split, if the following situations occur, the Board of Directors of Opto Tech and the decision-making unit of the New Company shall negotiate to change the issued amount or price per share, and the business value of the New Company acquired in the split will be adjusted accordingly.

1 、 After the plan has been established, the Systems Business Group assets acquired by Opto Tech shall be added to the scope of split and transferred assets.
2 、 Changes to the details or amount of the split and transferred assets and liabilities of Opto Tech due to business activities, investments or financing, or reevaluation, discounts, amortized, addition or deduction of assets.
3 、 On the split record date, major changes to the business value are required due to changes in the scope of assets or liabilities or other reasons according to the business split and transferred.
4 、 Other adjustments deemed necessary by the Boards of Directors of both companies or due to changes in other laws and regulations or approved by the related competent authority.

Article 6 The total amount, type and quantity of shares issued by the company taking on the business

1 、 The business value undertaken by the New Company according to the plan is NT$200,000,000, equaling 20,000,000 common shares to be issued to Opto Tech.
2 、 The New Company shall complete the change registration and issue the common shares to Opto Tech after the split record date according to the law. After the split is complete, Opto Tech will directly hold all shares of the New Company.

Article 7 Buying back and canceling the shareholdings of objecting shareholders

For shareholders of both companies who object to the matters related to the split or the plan according to the law, both companies shall buy back all shareholdings of the objecting shareholders according to laws and regulations. Therefore, the shares bought shall be disposed or canceled according to the law, and the registration shall be changed. However, with Opto Tech being the only shareholder of the New Company, there should be no objecting shareholders.

Article 8 Obligations of notification and announcement for creditors and related matters

1 、 After the split is passed by the shareholders’ meeting and or Board of Directors acting on behalf of the shareholders’ meeting of both companies, an assets and liabilities table and property index shall be formulated. The resolution for the split shall be notified and announced to the creditors, and the creditors may raise objections within the specified period of more than 30 days. If the creditor raises an objection within the specified period, both companies shall handle the matter according to relevant laws and regulations.
2 、 If Opto Tech proposes the debt paid by the objecting creditor is part of the scope of the split and transfer of the plan according to the regulation above, the Board of Directors of Opto Tech and the decision-making unit of the New Company shall adjust the business scope, business value, assets and liabilities listed in Article 3. The same shall apply if the ratio and price of the new shares issued by the New Company needs to be adjusted.

Article 9 Bearing of rights and responsibilities after the split and related matters

1 、 Starting on the split record date, all assets, liabilities and all effective rights and responsibilities up to the split record date transferred by Opto Tech shall be the responsibility of the New Company. If related transfer procedures need to be handled, Opto Tech shall cooperate fully.
2 、 Except for the liabilities of the split and transfer and the liabilities of Opto Tech before the split, the New Company shall repay the liabilities with Opto Tech within the scope of capital contribution of its transferred business. in accordance with Article 35 of the Corporate Mergers and Acquisitions Act, the New Company and Opto Tech shall be liable for the liabilities. However, if the repayment request right of the creditor is not exercised within 2 years of the split record date, the liabilities will be canceled.

Article 10 Handling of employee transfers and employment

Opto Tech and the New Company shall discuss the retention of employees according to the legal procedures and inquire the willingness of retention. Employees who agree to stay will have their years of service with Opto Tech before the split record date acknowledged by the New Company, or in accordance with relevant laws and regulations, Opto Tech shall negotiate with the employees to decide a method to ensure the existing employee rights.

Article 11 Split record date

1 、 The split record date is temporarily set as December 30, 2021. However, after the split is approved through resolution by both companies, and the split record date is required to be adjusted due to relevant legal procedures or practical needs, the new date shall be decided by Opto Tech’s Board of Directors or board appointed person and the decision-making unit of the New Company.
2 、 On the split record date, Opto Tech shall transfer the business, personnel, equipment and other related assets and liabilities of the Systems Business Group to the New Company.

Article 12 Plan execution progress, estimated completion date and overdue handling

1 、 The split is expected to convene a shareholder’s meeting and or Board of Directors acting on behalf of the shareholders’ meeting on October 21, 2021 to pass the split.
2 、 If there are matters not completed on time for the split and the estimated execution progress, the Board of Directors or shareholders' meeting shall be convened for related matters according to the laws and regulations. The Opto Tech Board of Directors or its authorized person shall discuss the matters with the decision-making unit of the New Company.

Article 13 If equity shares were issued or treasury stocks were bought back before the split of the company, the number of treasury shares that can be bought back and the handling methods are based on the law after the record date for calculating the conversion ratio and the treatment principles

1 、 For Opto Tech employees who hold stock warrants before the establishment of the plan, if the employee is transferred to the New Company because of the split, the employees shall retain the issuance and subscription rights of Opto Tech. The methods for issuance and subscription stipulated by Opto Tech must be implemented for new shares.
2 、 The treasury shares held by Opto Tech before the establishment of the plan were handled according to the buy-back purpose and measures.
3 、 The treasury shares may be implemented by both companies after the conversion ratio record date with approval from one party according to laws and regulations.

Article 14 Handling method for the increase or decrease of participating entities or companies

After the information related to the plan is disclosed externally, if changes occur to the entities or companies participating in the split, the conducted parts of the plan or legal behaviors must be re-conducted by all participating companies.

Article 15 Distribution of taxes and costs

1 、 Unless otherwise stated in the plan, all taxes or costs incurred by the signing or execution of the plan must be divided equally between both parties, except for tax-exempt parties. However, for those otherwise regulated by the laws and regulations, the laws and regulations shall apply. If the plain does not obtain approval from the shareholders’ meeting or the Board of Directors acting on behalf of the shareholders’ meeting, approval from the competent authority or is rendered ineffective due to other reasons, all lawyer fees, accountant fees and other related causes that have been incurred will be the responsibility of Opto Tech.
2 、 For tax incentives applicable to the plan, both parties shall actively apply for the incentives.

Article 16 Paid-in capital changes to the company to be split

The paid-in capital of Opto Tech shall not be reduced due to the split, except for the cancellation of shares in accordance with Article 7 and the laws and regulations.

Article 17 Applicable laws

1 、 The plan is implemented according to the Corporate Mergers and Acquisitions Act, Company Act and other related laws and regulations. If new revisions to the laws are announced and implemented (including after the split record date) and are more favorable, the more favorable related laws and regulations may be applied.
2 、 The plan shall be explained in accordance with the laws of the Republic of China. If any disputes arise from the plan, Taiwan Hsinchu Court shall have jurisdiction.

Article 18 Miscellaneous

1 、 If any of the clauses of the plan contradict with the relevant laws and regulations and are rendered ineffective, only the contradiction will be considered ineffective. The other clauses will remain effective. Regarding the partial clauses that are rendered ineffective due to the infringement of related laws and regulations, revisions within the legal scope shall be made by the Board of Directors of Opto Tech and the decision-making unit of the New Company.
2 、 If the relevant competent authority deems that any clause of the plan requires revision, the competent authority shall approve the content or revisions shall be made by the Board of Directors of Opto Tech and the decision-making unit of the New Company.
3 、 The plan must be approved by resolution by the shareholders’ meetings and or the Boards of Directors acting on behalf of the shareholders’ meetings of both companies before it can take effect.
4 、 If there are unfinished matters within the plan, the matters shall be handled according to the relevant laws and regulations and the regulations of the competent authority. If the matters are not covered by the laws or competent authority, the matters shall be handled by the Board of Directors of Opto Tech and the decision-making unit of the New Company.
5 、 The appendices of the plan are part of the plan.

Plan formulating person:

Opto Tech Corporation (change to “ 台亞半導體股份有限公司 ” is proposed)

光磊系統科技股份有限公司 (new company)

September 23, 2021

【 Appendix 1 】

光磊系統科技股份有限公司 Company’s Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company shall be incorporated as a private company limited by shares in accordance with the Company Act and it shall be named 光磊系統科技股份有限公司.
Article 2: The business scope of the Company is as follows:
I. CC01040 Lighting Equipment Manufacturing
II. CC01060 Wired Communication Equipment and Apparatus Manufacturing
III. CC01080 Electronics Components Manufacturing
IV. CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing
V. E603080 Traffic Signs Installation Engineering
VI. E603090 Lighting Equipment Construction
VII. F401010 International Trade
VIII. IG03010 Energy Technical Services
IX. JE01010 Rental and Leasing
X. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval
Article 3: The Company is headquartered in Hsinchu County, Taiwan, and may establish domestic or foreign branches subject to the Board of Directors' approval.
Article 4: Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.

Chapter 2 Shareholding

Article 5: The total capital of the Company shall be in the amount of NT$400 million divided into 40 million shares at NT$10 per share to be issued in installments.
Article 6: Registration for the change of name or transfer of shares in the shareholder register shall be suspended for 30 days before the annual meeting of shareholders, for 15 days before an extraordinary shareholders' meeting, or 5 days before the record date the Company decides to distribute dividends and bonus or other benefits.
Article 7: The share transfer shall be applied for by the New Company. Before the transfer process is complete, the transfer shall not be used against the Company.
Article 8: The Company shall buy shares according to the Company Act. The transfer subject must include employees controlled by certain conditions or employed by the Company. The Company shall issue employee stock warrants according to the Company Act. The subjects must include employees controlled by certain conditions or employed by the Company.

Employees of the company undertaking the issuance of new shares in accordance with the Company Act must include employees controlled by certain conditions or employed by the Company.

The subjects of the Company for the issuance of restricted employee rights new shares according to the Company Act must include employees controlled by certain conditions or employed by the Company.

Chapter 3 Shareholders' meeting

Article 9: The shareholders' meetings of the Company are classified into two categories:
I. Annual meetings of shareholders are to be held once every year and shall be convened within six months after the close of each fiscal year by the Board of Directors in accordance with the law.
II. Extraordinary shareholder’s meetings will be convened according to the relevant laws and regulations when necessary.
Article 10:When a shareholders' meeting is convened, the Chairperson of the Board shall act as the Chairperson unless otherwise stated in the Company Act. If the Chairperson is unable to perform such duties due to a leave of absence or any other reason, the Chairperson may appoint one of the directors to act on the Chairperson's behalf. If the Chairperson does not appoint a delegate, one shall be elected by the directors from among them.
Article 11:A shareholder who cannot attend shareholders' meeting may appoint a proxy to attend the meeting on his/her behalf by executing a power of attorney, stating clearly the scope of the authorization.
Article 12:Unless otherwise prescribed by the Company Act or the Articles of Incorporation, a shareholder shall have one voting right per share he or she is in possession of.
Article 13:Unless otherwise regulated by the Company Act, a shareholders' meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting.
Article 14:The Company’s shareholders' meeting can be convened through video conferencing or other methods announced by the central competent authority. In case a shareholders' meeting is proceeded via video conferencing, then the shareholders taking part in such a video conference shall be deemed to have attended the meeting in person.
Article 15:When the Company’s shareholder is the government or a single institutional shareholder, the responsibilities of the shareholders' meeting will be conducted by the Board of Directors and the regulations related to shareholders' meetings in the Articles of Incorporation will not be applicable.

Chapter 4 Directors, supervisors, and managers

Article 16:The Company has established 3 directors and 1 supervisor, who will serve for 3 years. The shareholders' meeting shall elect capable candidates and the candidates may be reelected.
Article 17:The directors shall organize the board meeting. The Chairperson shall be elected from among the directors with at least two thirds in attendance and over half of those attending voting for him/her. The Chairperson shall represent the company externally.

Article 18:Unless otherwise prescribed in the Company Act, the resolutions made by the Board of Directors shall be passed by a majority vote at a meeting of the Board of Directors attended by more than half of all directors on the Board.
Unless otherwise stated in the Company Act, the Board of Directors shall be convened by the Chairperson, and the reason shall be clearly stated and notified to the directors and supervisors three days before the meeting. However, if an emergency arises, the Board may be convened at any time.

The Company’s Board of Directors must be convened through written, faxed, or electronic notice.

Article 19:Unless otherwise stated in the Company Act, the Chairperson of the Board shall act as the Chairperson of the meeting. If the Chairperson is on leave or unable to exercise their duties, a delegate may handle the matters according to Article 208 of the Company Act. Directors should attend the Board of Directors meeting in person. If for any reason, the director is unable to attend, they may delegate their powers to other directors.

Each proxy may only represent one absent director.

If a board meeting is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person. If unanimously approved by the Board of Directors, the Company may approve the written voting of the Board of Directors meeting agenda and no physical meeting needs to be convened.
Article 20:The remuneration of directors and supervisors of the Company shall be determined by the Board of Directors according to the level of contribution of the directors and supervisors and the common standard for peers in the industry.
Article 21:The Company shall establish managers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter 5 Accounting

Article 22:The accounting year of the Company is from January 1 to December 31 of each year. At the end of each accounting year, the Board of Directors shall formulate the operating report, financial reports, and distribution of earnings or making up losses proposal, and submit the reports to the shareholders’ meeting for acknowledgment.
Article 23:If there is a remainder after the Company's accumulated loss is subtracted from the annual profits, it shall distribute 10% to 20% of the profit as remuneration for employees and not more than 10% of the profit as director remunerations. The subjects of shares or cash distribution of remuneration must include employees controlled by certain conditions or employed by the Company.
Article 24:If earnings remain after the final accounts of each year, the Company must pay taxes and make up losses according to laws and regulations. 10% of the earnings will then be allocated to the legal reserve. However, if the legal reserve reaches the paid-in capital, this is not applicable. Additionally, after the special reserve is listed or converted, and the undistributed earnings at the beginning of the period is the accumulated distributable earnings of shareholders, the Board of Directors shall propose the earnings distribution to the shareholders' meeting for resolution.

Chapter 6 Addendum

Article 25:If there are any issues not covered in the Articles of Incorporation, the Company shall follow the provisions prescribed in the Company Act and other relevant laws and regulations.

Article 26:The Articles of Incorporation shall come into effect upon approval by resolution of the shareholders’ meeting. The same applies to all subsequent amendments.

Article 27:The Articles were established on September 6, 2021.

【 Appendix 2 】

Opto Tech Corporation (change to “ 台亞半導體股份有限公司 ” is proposed; Hereinafter referred to as “Opto Tech”); proposes the split of the business scope related to the Systems Business Group (including assets, liabilities and businesses)

June 30, 2021

Unit ： NT dollars


Assets		Liabilitie


Item	Amount	Item	Amount

Assets (A)	321,799,190	Liabilitie (B)	121,799,190
Equit (business value)(A)-(B)			200,000,000

【 Appendix 3 】

==> picture [204 x 64] intentionally omitted <==

地址：新竹市關新路27 號4 樓之6 電話：（03）666-3901 傳真：（03）666-3907

Business Value and Split Share Conversion Ratio of the Systems Business Group Reasonability Opinions

Judgment record date: June 30, 2021

Confidential documents can only be read by authorized persons. The content shall not be disclosed externally without

written permission

I. Background:

Opto Tech Corporation (hereinafter referred to as: Opto Tech) specializes in offering total optoelectronic semiconductor solutions, from LED epitaxy, die manufacturing, component packaging, to the production and manufacturing of LED application products. The company was established in 1983 and the headquarters is located in Hsinchu Science Park in Taiwan. It started a small plant in the park that manufactured and sold light-emitting diodes. The company then introduced silicon-based photodiodes, phototransistors, zener diodes and other components. In recent years, the company has also launched InGaAs photodiodes, vertical cavity surface emitted lasers (VCSEL) and other new products. With more than 30 years of manufacturing and sales experience, the company has always made customer needs the priority. Regarding product quality and customer service, with the drive of its core values, the products provided by the company not only meet international industrial standards, but can also satisfy the requirements of professional use. Through the excellent development team and refined manufacturing technologies, the company will continue to develop more innovative designs and high performance products.

Opto Tech is expected to establish a new, wholly owned subsidiary named 光磊系統科技股份有限公司[1] (temporary name, hereinafter referred to as: Opto Systems Corporation) first. Opto Tech will then transfer the Systems Business Group to Opto Systems Corporation. After the split and transfer, the company is expected to engage in the development of interior and exterior LED full-color billboards, traffic display products and control systems, construction lighting systems, special displays or lighting applications and automotive lighting products. The main products mostly involve projects partnering with end companies. Projects in the past include bus terminal displays in the US, construction lighting systems in Hong Kong, baseball field displays in Japan, traffic displays in Taiwan, lighting for plant factories in the US, and traffic displays in Singapore. The main products and their uses are shown in the table below:

Name ofproducts	Important uses
Light-emitting diode information display	Traffic condition display, indoor display, outdoor display.
LED lighting systems and LED automotive lights	Indoor and outdoor lighting systems, various automotive lights, etc.

In recent years, the support and subsidies provided to the Chinese LED industry by the Chinese government has created a serious threat to Taiwanese manufacturers. The traditional LED industry has lost its competitiveness. Therefore in 2020, the development strategy of Opto Tech has gone through major changes compared to the past. It no longer only focuses traditional LEDs, and has turned towards extended developments and VCSEL application needs of the sensor component application market. The application of VCSEL in smartphones and wearable devices continues to be expanded through 3D sensing, and with the coming of the 5G age, the momentum for VCSEL growth is increased at the same time. In response to the development towards professional management models in the technology industry, Opto Tech is focused on the customer and product strategies with improving competitiveness and operating performance as the goals. The company will gradually transition from the traditional LED industry to the semiconductor sensing components industry, expanding its overall operational scope. It is proposed to split the Systems Business Group (including assets and liabilities), which currently handles the development of indoor and outdoor LED full-color displays, traffic display products and control systems, construction lighting systems, special displays or lighting applications and automotive lighting products, into a new, wholly-owned company named Opto Systems Corporation.

According to the Company Act of the ROC and related laws and regulations, the business value split and transferred of Opto Tech is NT$200,000,000, and 光磊系統科技股份有限公司 shall issue new stocks to cover the value. After the split and transfer of the Systems Business Group, 光磊系統科技股份有限公司 will still be a wholly-owned subsidiary of Opto Tech. The organizational structure diagram before and after the trade is shown in Figure 1.

==> picture [366 x 350] intentionally omitted <==

Figure 1. Organizational structure diagram before and after the trade. Source: Provided by Opto Tech, compiled by the accountant

The business value of the split and transferred Systems Business Group (net assets after total liabilities is subtracted from total assets) of Opto Tech on the judgment record date is NT$200,000,000. 光磊系統科技股份有限公司 shall issue 20,000,000 common shares to Opto Tech at NT$10 per share as equal value for the business value of the Systems Business Group. Opto Tech has commissioned the accountant to conduct the necessary review process and express their opinion on the reasonability of the business value related to the split.

The accountant accepted the commission of Opto Tech and conducted an expert opinion evaluation of the business value of the Systems Business Group split by Opto Tech. The reasonability opinion of the accountant related to the business value and split share conversion ratio is for the reference of the Opto Tech Board of Directors. The whole or parts of the opinion shall not be quoted, read or mentioned for other purposes without the permission of both parties

The opinions are based on the information provided by Opto Tech and various public information. They are used as the analysis standard for value evaluation.

II. Value evaluation record date

The opinions used June 30, 2021 as the judgment record date.

III. Shareholdings value evaluation:

Premise and assumptions

The opinions are based on the assumption of continued operations and adopts value standard as the book value (according to the book value calculated in the financial reports formulated under the generally accepted accounting standards).

Opto Tech is a publicly listed company on the Taiwan Stock Exchange and its financial reports are prepared in accordance with the standards for the preparation of financial reports for securities issuers and the International Financial Reporting Standards, International Accounting Standards Interpretations and Interpretation Announcements approved by the Financial Regulatory Commission. Through a split, Opto Tech has separated and transferred the Systems Business Group related businesses (including assets, liabilities and businesses) to the 100% owned Opto Systems Corporation, and the latter shall conduct all Systems Business Group related businesses. At the same time, 光磊系統科技股份有限公司 shall issue new shares for the costs to Opto Tech. The trade shall be conducted according to the related regulations of the aforementioned accounting standards. According to Article 2(C) of the International Financial Reporting Standards 3 - Corporate Mergers (hereinafter referred to as IFRS 3), IFRS 3 is not applicable for corporate mergers of jointly controlled single entities or business. That is, a corporate merger of jointly controlled single entities or businesses under means that before and after the corporate merger, all entities or businesses participating in the merger are ultimately controlled by the same party or parties, and the control is not temporary. Additionally, as stated in the Q&A section of the Concerns about the Accounting Treatment of Business Mergers under Joint Control published by the Accounting Research and Development Foundation of the Republic of China on October 26, 2018, because the IFRS 3 “Corporate Merger” does not clearly regulate corporate mergers under joint control, the related explanations published by Taiwan are still applicable and the book value method is adopted.

Additionally, according to Ji-Mi-Zi No. 128 letter “Accounting related to Corporate Splits” of the Accounting Research and Development Foundation of the Republic of China (91), when the corporation

(transfer company) transfers business to another company (transferee company) and acquires the issuance of shares, if the transfer company and the transferee company are affiliated companies, the nature of the transaction is considered as organizational restructuring. Therefore, the accounting shall use the original asset book value (if assets are lost, the amount after recognized loss shall be used) minus the liabilities as the cost of acquired shares. The exchange interests will not be recognized. The transferee company shall use the book value (if assets are lost, the amount after recognized loss shall be used) of the transfer company’s original assets and liabilities as the cost for the acquired assets and liabilities, and the net value of both shall be used. The face value shall be used as the share capital. The parts exceeding the face value shall be used as the capital surplus. Therefore, the accountant shall transfer the book value according to the aforementioned accounting regulations.

The opinions assume that there are no major changes or variations during the judgment period to the politics, laws and regulations, overall economy, taxes, interest rate and exchange rate in the industrial environment of Opto Tech. Furthermore, the split assessment is used for different appraisal goals, and different assumptions or different appraisal record dates can have significant effects on the evaluation results. The accountant does not guarantee that the evaluation results of the opinions will remain unchanged if the various conditions mentioned above for the appraisal change.

Valuation method:

As stated before, the subject of the transaction. Before and after the split, Opto Tech shall directly control 100% of Opto Systems Corporation, therefore it shall be seen as an organizational restructure under joint control business and not a transaction regulated by IFRS 3. According to the Ji-Mi-Zi No. 128 letter “Concerns about the Accounting Treatment of Business Mergers under Joint Control” of the Accounting Research and Development Foundation of the Republic of China (91) that was released on October 26, 2018, the book value method is used as the reference basis for transaction prices, and the accounting should be based on the book value of the original assets (if assets are lost, the amount after recognized loss shall be used) minus the net amount of liabilities as the basis for acquiring equity cost and the exchange gains and losses are not recognized. The transaction intends to use the book value method to measure the business value of the Systems Business Group.

Book value method

The split record date of Opto Tech is temporarily set as December 30, 2021. The business value transferred from the split with the Systems Business Group are based on the accountant’s review of Opto Tech’s 2021 Financial Reports for the Second Quarter and the separated book value of the Systems Business Group on June 30, 2021, and depreciation, capital expenditure plans, value changes of related items up to the split record date and other factors have been included in the estimation. However, the actual split business value, assets, and liabilities will be based on the book value on the record date of the split.

The business value of the Systems Business Group that Opto Tech intends split is NT$200,000,000. The book values of the assets and liabilities to be split on the valuation record date are as follows

Unit: NT$

		Unit: NT$
Item	Systems Business Group that Opto Tech intends to split	Opto Systems Corporation
Assets
Total assets(1)	321,799,190
Liabilities
Total liabilities(2)	121,799,190
Business value(3)=(1)-(2)	200,000,000
Issue price of each share (NT$)		10
Number of shares issued (shares)		20,000,000

Source: Provided by Opto Tech

光磊系統科技股份有限公司 is expected to issue new shares at NT$10 for each share. The issuance of 20,000,000 common shares will amortize the cost for Opto Tech to transfer the related business value to the Systems Business Group for the split from Opto Tech, in accordance with the related accounting processes. For shares that cannot be converted, the business value of the unconverted shares shall be paid in cash in full to Opto Tech by Opto Systems Corporation.

IV.Conclusion of the opinions:

The accountant believes that the calculation of the split value and the share conversion ratio of the related business of the Systems Business Group of Opto Tech is based on the book value of the related assets and liabilities of the Systems Business Group that Opto Tech intends to split on June 30, 2021. Based on the related Q&A and explanation letters of the Accounting Research and Development Foundation, the transfer should occur at book value. 光磊系統科技股份有限公司 is issuing 20,000,000 common shares at NT$10 per share to amortize the cost for Opto Tech, and the acquisition of comparable net assets is reasonable.

V. Restrictions on the use of the opinions:

The opinions are based on an appraisal record date of June 30, 2021. The appraisal procedure is based on the split assets and liabilities chart of the Systems Business Group on June 30, 2021 provided by Opto Tech for analysis and appraisal. Based on the commissioned scope, the accountant has not verified the aforementioned information based on the generally accepted auditing standards and has not conducted independent verification of the accuracy and admissibility of the information. The accountant has used appropriate and reasonable information from the sources of information, assuming that such information is true, reliable and trustworthy. If the aforementioned information is not factual or does not fully disclose the truth and causes damages or results in litigation, the provider of related information in Opto Tech and others will be held liable legally, and the accountant shall bear no responsibility.

The opinions use information from the valuation record date of June 30, 2021. Therefore, the opinions have not included changes that occurred after the date. If the actual transferred content of the split differs from the aforementioned descriptions, the conclusion of the opinions will change accordingly. After the opinions are published, if the actual situation changes, the accountant will not update the opinions unless a reevaluation is requested.

The accountant assessed the split and asset transfer values and share conversion ratio as an independent third party. The accountant did not participate in the operational strategy and equity trading planning of Opto Tech. Regarding the legal compliance of the various arrangements and actual participation of the commissioned case, the accountant has not expressed any opinions.

Furthermore, because the opinions are limited by the commissioned scope, they may not contain all evaluation procedures deemed necessary by the reader. Regarding the legal compliance of the conclusions and decision-making processes of Opto Tech that may quote these opinions in the future, the accountant does not express any opinions and does not assume relevant responsibilities.

The opinions are only for the reference of the Opto Tech Board of Directors. All or some of the opinions may not be quoted, read, referenced or mentioned without the approval of both parties.

Ezone CPAs Firm

Accountant: Lu Jing-Jun

August 20, 2021

Independent Expert’s Statement

The opinions issued and the information sources, parameters and information used in the execution of the operating procedures are complete, correct and reasonable, and are used as the basis for issuing this opinion.
Before undertaking the case, I have confirmed compliance with the qualifications listed in Paragraph 1, Article 5 of the Standards for Public Offering Companies to Acquire or Dispose of Assets, and my professional capabilities and practical experience have been assessed according to Item 1, Paragraph 2 of the same article.
When executing the case, I have appropriately planned and executed a suitable operating procedure and have formed a conclusion to issue the opinions. The operating procedures, collected information and conclusion have been included in the working draft of the case in detail.
There are no relationships between the accountant, trade parties of the case, and the professional appraiser that published the appraisal opinions as listed in Items 2 and 3, Paragraph 1, Article 5 of the Standards for Public Offering Companies to Acquire or Dispose of Assets, and the non-existence of the following matters is hereby declared:
(6) I or my spouse is currently employed by the trade party of the case and is paid a fixed salary or acting as a director or supervisor.
(7) I or my spouse has acted as a director, supervisor, manager, or held a position of importance related to the case of the trade party, and was dismissed or resigned within 2 years.
(8) The unit where I or my spouse is currently employed is related to the trade party of the case.
(9) Whether the accountant is related as a spouse or family member within two degrees of kinship to the directors, supervisors, managers, or persons with positions that have a significant influence on the audit case of the parties of the trade.
(10) I or my spouse has major investment or financial interests in the trade party of the case.

Independent expert:

August 20, 2021

Independent Account’s CV

Name: Lu Jing-Jun

Gender: Female

Place of origin: Taoyuan, Taiwan

Education: Masters, College of Management, National Yang Ming Chiao Tung University Department of Accounting, Chung Yuan Christian University

Professional qualifications: Passed the Republic of China Accountant Examination

Passed the CPA Association Evaluation of Accountants Passed the Intangible Asset Evaluation of the CPA Association Passed the CPA Association Professional Training for Accountants Intangible Assets Appraiser of the Ministry of Economic Affairs - Intermediate Level Evaluation Corporate appraiser/member awarded by Chinese Association of Business and Intangible Assets Valuation Member of the International Association of Certified Valuation Specialists (IACVS)

Experience: Associate of the Audit Department, PwC Taiwan Associate of the Tax Affairs Department, PwC Taiwan

Current position: Senior Accountant and President of Ezone CPAs Firm

OPTO TECH CORPORATION

Articles of Incorporation

Chapter 1 General Principles

Article 1: The Company is established in accordance with the provisions of the Company Act, and is named 光磊科技股份有限公司 in Chinese and OPTO TECH CORPORATION in English.
Article 2: The business scope of the Company is as follows:
CC01080 Electronic Parts and Components Manufacturing.
CC01040 Lighting Equipment Manufacturing.
E603080 Traffic Signs Installation Engineering.
E603090 Lighting Equipment Construction.
F401010 International Trade.
IE01010 Rental and Leasing.
CC01060 Wired Communication Equipment and Apparatus Manufacturing.
F401021 Restrained Telecom Radio Frequency Equipment and Materials Import.
IG03010 Energy Technical Services.
1. Manufacturing and sales of optoelectronic semiconductor components:
2. (a) Light Emitting Diodes (b) Infrared Emitting Diodes (c) Photodiodes (d) Phototransistors
3. (e) Photo Couplers (f) Laser Diodes (g) Photonic Integrated Circuits.
4. Manufacturing and sales of semiconductor electronic components:
5. (a) Varactor Diodes (b) Field Effect Transistors (c) Microwave Transistors (d) Diodes
6. (e) Transistors and (f) Various Types of Semiconductor Electronic Components.
7. Manufacturing and sales of wireless communication equipment: UHF wireless frequency hopping communication machines.
8. Manufacturing and sales of wired communication equipment: In-vehicle communication systems for armored car artillery.
9. Research, development, design, manufacturing, sales, leasing (limited to self-owned products), promotion, and after-sales service of the items listed above and system products thereof.
10. Concurrently engaging in import and export trade related to the Company’s business.
Article 3: The Company may act as a guarantor externally for related business needs.
Article 4: The reinvestment of the Company is not subject to the total investment limit stipulated in Article 13 of the Company Act.
Article 5: The Company establishes its head office in Hsinchu Science Park, and may establish branches at appropriate locations at home and abroad after the resolution of the Board of Directors and the approval of the competent authority when necessary.

Chapter 2 Shares

Article 6: The total authorized capital of the Company is set in the amount of NT$10 billion, divided into 1 billion shares which comprises ordinary shares or special shares, with each share being set in the amount of NT$10, and may be issued in instalments. The Board of Directors is authorized to resolve issuance of unissued shares in accordance with actual needs.
The amount of NT$600 million within the total authorized capital in the preceding paragraph shall be retained for the issuance of employee stock option certificates in a total of 60 million shares, with NT$10 per share, which may be issued in installments in accordance with the resolution of the Board of Directors.

Article 6-1:According to Article 56-1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers and Article 10-1 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, the Company shall obtain the consent adopted by a Shareholder Meeting with the attendance of the shareholders representing more than half of the total number of the issued shares, and two-thirds or more of the voting rights of the shareholders in attendance in order to issue employee stock option certificates at a price lower than the closing price of the Company’s ordinary shares on the date of issuance, as well as to transfer the shares to employees at a price lower than the average price of the shares actually repurchased.
Article 6-2:With regard to shares repurchased by the Company in accordance with the law, the recipient of the transfer may include employees of the controlled or affiliated companies who meet certain conditions.
With regard to employee stock option certificates issued by the Company in accordance with the law, the recipient of the issuance may include employees of the controlled or affiliated companies who meet certain conditions.

With regard to subscription of new shares of the Company by employees in accordance with provisions of the Company Act, the subject of the subscription may include employees of the controlled or affiliated companies who meet certain conditions.

With regard to new shares with restricted rights of employees of the Company issued in accordance with provisions of the Company Act, the subject of the issuance may include employees of the controlled or affiliated companies who meet certain conditions.

Article 6-3:The rights and obligations and other important issuance conditions of the Company’s special shares are set out as follows:
If there is a surplus in the Company’s annual final accounts, in addition to paying taxes in accordance with the law, the Company shall first make up for accumulated losses, set aside statutory surplus reserve, and make provision or reverse the special surplus reserve in accordance with the provisions of the Articles of Incorporation, after which if there is a balance, the dividend distributable on the special shares for that current year may have priority in the distribution.
Dividends on special shares are limited to the maximum annual rate of 8% and are calculated at the issue price per share. Dividends may be paid in cash once a year. After the annual general shareholder meeting recognizes the financial statements, the Board of Directors will set the base date to pay the dividends distributable of the previous year. The distribution of dividends in the year of issuance and in the year of recall shall be calculated based on the actual number of issuance days in that current year.
The Company shall have discretionary powers on the distribution of dividends on special shares. If the Company has no surplus or insufficient surplus to distribute dividends on special shares or other necessary considerations, the Company may resolve not to distribute dividends on special shares, which shall not constitute a breach of contract. If the issued special shares are of non-cumulative type and the Company resolves not to distribute dividends or to distribute insufficient dividends, the undistributed dividends shall not be accumulated for deferred payment in subsequent years with surplus.
In addition to receiving the aforementioned dividends, special shareholders are not allowed to participate in the distribution of ordinary shares with regard to surplus and capital reserve as cash and capitalization if the special shares issued are of non-participating type.

When the Company issues new shares in cash, special shareholders and ordinary shares have the same preemptive right.
With regard to the distribution of the remaining assets of the Company to shareholders, the special shareholders shall have priority over ordinary shareholders, and have the same priority in terms of being compensated as that of shareholders of various special shares issued by the Company, over which general creditors have priority, but subject to the limitation of not exceeding the amount calculated at the issue price of outstanding special shares at the time of the distribution.
Special shareholders have the right to vote and suffrage, and may be elected as directors. Special shareholders have voting rights at special shareholder meetings or on matters concerning rights and obligations of special shareholders at the shareholder meeting.
If special shares issued by the Company are convertible special shares, they shall not be converted within one (1) year of the date of issuance. The Board of Directors is authorized to set the period of conversion in the actual issuance conditions. Shareholders of the convertible special shares may apply for partial or complete conversion of the special shares held by them in accordance with the issuance conditions at the ratio of one special share to one ordinary share (the conversion ratio is 1:1). After the convertible special shares are converted into ordinary shares, their rights and obligations are the same as those of ordinary shares. The distribution of dividends during the year of conversion of special shares shall be calculated based on the ratio of the actual number of issuance days in that current year to the number of days in the whole year. However, the special shares that are converted into ordinary shares prior to the ex-right (dividend) record date for the distribution of dividends in each year shall not participate in the distribution of dividends on special shares in that current year of distribution as well as the distribution of dividends in subsequent years, but may participate in the distribution of earnings of ordinary shares and capital reserve in that current year.
Special shares have no expiry date. Special shareholders do not have the right to request the Company to recall the special shares held by them, but the Company may, from the next day upon expiration of five (5) years of issuance, at any time recall all or part of the special shares by cash, by means of mandatory conversion into new shares issued or other methods permitted by laws and regulations at the original actual issuance price and in accordance with relevant issuance regulations. Unrecalled special shares shall maintain the rights and obligations under the various issuance conditions in this article until the Company recalls such shares. In that current year when special shares are recalled, if the Company resolves to issue dividends, the dividends that should be paid as of the date of recall shall be calculated based on the actual number of issuance days in that current year.

The name, issuance date, specific issuance conditions and other related matters of special shares are authorized to the Board of Directors to determine based on the conditions of the capital market and the willingness of investors to subscribe at the time of the actual issuance in accordance with the Articles of Incorporation of the Company as well as relevant laws and regulations.

Article 7: The Company’s shares may be invested in with specialized technology and patent rights as capital, which is, however, limited to those approved by the competent government agency.
Article 8: The Company may also be exempted from printing share certificates for the shares issued by itself, under which circumstance the Company shall register its issued shares with a centralized securities depositary enterprise and follow the regulations of such an enterprise. The Company’s share certificates shall be issued after being affixed with the signature or seal of the director representing

the Company, affixed with the Company’s logo and serial number, and duly certified or authenticated by the bank which is competent to certify and authenticate shares in accordance with the laws. The shares issued by the Company may also be exempted from printing shares and contact the securities centralized custody institution to register the shares issued by it, and proceed in accordance with the regulations of the institution.

Article 9: The Company’s share affairs include the handling of opening a shareholder account, change of specimen seal, change of address, transfer of ownership, creation of pledge, removal of pledge, reporting of loss, cancellation of reporting of loss, and other related matters. The Company shall handle its share affairs entirely in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies except as otherwise provided for in the laws and regulations.
Article 10:The renaming and transferal of share ownership shall be suspended in accordance with the law within 60 days prior to the convening of the general shareholder meeting, 30 days prior to the convening of the extraordinary general shareholder meeting, or five (5) days prior to the base date for the distribution of dividends, bonuses or other benefits determined by the Company.

Chapter 3 Shareholder Meeting

Article 11: Shareholder meetings shall be either general meetings or extraordinary meetings, which shall be convened by the Board of Directors unless otherwise provided for under the Company Act. General meetings shall be convened at least once a year and shall be convened within six (6) months after the end of each fiscal year, except for circumstances with a legitimate reason which has been submitted to the competent authority for approval.
Special shareholder meetings may be convened in accordance with relevant laws and regulations when necessary.
Article 12: All shareholders shall be notified 30 days in advance regarding the convening of a general shareholder meeting, and all shareholders shall be notified 15 days in advance regarding the convening of an extraordinary shareholder meeting shall be notified to all shareholders 15 days in advance. The notice shall specify the date, venue, and reason for convening the meeting.
Article 13: The Company’s shareholders, except as otherwise provided for in relevant laws and regulations, shall have one (1) vote per share.
Article 14: Unless otherwise provided for in relevant laws and regulations, resolutions of shareholder meetings shall be adopted by the attendance of shareholders in person or on behalf of other shareholders representing more than half of the total issued shares, with the consent of more than half of the voting rights of the shareholders in attendance. The Company’s shareholders may exercise their voting rights by means of electronic transmission, and the related matters shall be handled in accordance with laws and regulations.
Article 15: When a shareholder is unable to attend the shareholder meeting for some reason, he/she may issue a proxy published by the Company, specifying the scope of authorization, to entrust an agent to attend the shareholder meeting in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.
Article 16: Where the shareholder meeting is convened by the Board of Directors, the Chairman shall serve as the chair of the meeting; if the Chairman on leave or is unable to attend the meeting for some reason, the proxy thereof shall be proceeded in accordance with Article 208 of the Company Act.

Where the shareholder meeting is convened by a person other than the members of the Board of Directors with the right to convene the meeting, such a person with the right to convene the meeting shall be the chair of the meeting. If there are two or more such persons with the right to convene the meeting, one chair shall be selected among such persons to act as the chair of the meeting.

Article 17: Resolutions adopted at a shareholder meeting shall be recorded in the minutes of the meeting, and handled in accordance with Article 183 of the Company Act.

Chapter 4 Board of Directors

Article 18: The Company shall have 7 to 11 directors, and the number of directors is authorized to be determined by the Board of Directors. The directors shall be elected by the shareholder meeting from among the persons with disposing capacity for a term of three (3) years and may be re-elected. Among the members of the Board of Directors, there shall be at least three (3) independent directors. The election of directors shall adopt a candidate nomination system, and the shareholder meeting shall select the directors from the list of director candidates.

The Company may have one (1) vice chairman and three (3) managing directors. The managing directors shall be selected on by one by the attendance of two-thirds or more of the directors with the consent of more than half of the directors in attendance, the executive directors shall be selected one by one; and the Chairman and the vice chairmen shall be selected by and from among the managing directors.

The Chairman shall be the chair of the shareholder meeting, the Board of Directors and the Board of Managing Directors internally, and shall represent the Company externally.

Among the quota for the managing directors in Paragraph 2 hereof, the number of independent directors shall not be less than one (1) person, and shall not be less than one-fifth of the number of seats for managing directors.

Article 18-1: The Company may set up an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be composed of all independent directors. The number of the Audit Committee members shall not be less than three (3) persons, one of whom shall be the convener, and at least one (1) of the members shall possess expertise in accounting or finance.
Article 19: When the Board of Directors meets, the Chairman shall be the chair. If the Chairman is unable to exercise his/her powers for some reason, the proxy thereof shall be proceeded in accordance with Article 208 of the Company Act.
Article 20: When the number of vacancies for directors reaches one-third thereof or all independent directors are dismissed, the Board of Directors shall convene an extraordinary shareholder meeting within 60 days for the by-election. The term of their office shall be limited to the remaining term of office of the predecessor.
Article 21: The Board of Directors shall convene at least once a quarter. The reason for the convening shall be stated and notified to all the directors seven (7) days in advance; However, it may be convened at any time when there is an emergency. The notice of a board meeting may be given in writing, by fax or e-mail, or by means of other communication. The powers of the Board of Directors shall be as follows:

Approval of the Articles of Incorporation and important management systems of the Company.
Approval of the annual budget and review of the annual final accounts.
Approval of the acquisition or disposal of major assets.
Where the Company applies to financial institutions or third parties for financing, guarantee, acceptance and other external advances, loans and borrowing of funds, it shall submit such application proposals or cases to the Board of Directors for approval or recognition retroactively.
Approval of endorsement, guarantee, and acceptance made in the name of the Company.
To propose transfer of dian right (a kind of pawn in real property), sale, lease, pledge, mortgage or other means of disposition of all or important parts of the Company’s property, except for the guarantee provided to financial institutions pursuant to the relationship of authorization.
Appointment and dismissal of the Company’s managers.
Approval of the Company’s major reinvestment in other businesses or transfer of shares.
Establishment and abolition of branches.
10.Selection, appointment and dismissal of the Company’s certified public accountants.
11.Other powers and authority vested therewith in accordance with the Company Act or resolutions adopted by the shareholder meeting.
Article 22: Directors shall attend the Board of Directors in person. If a director is unable to attend the Board of Directors in person for some reason, he/she may issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting to entrust another director to attend on his/her behalf, provided that one director may accept the appointment to act as the proxy by one other director only.
Article 23: During the term of office, directors shall be liability for compensation in accordance with the law within the scope of their performance of business, and authorize the Board of Directors to purchase liability insurance for them in order to reduce and diversify the risk of major damage to the Company and shareholders caused by directors’ mistakes or negligence; after the liability insurance is taken out or renewed, important contents such as the insured amount, the coverage and the insurance premium rate of the liability insurance, shall be submitted to the latest Board of Directors for report.

Chapter 5 Managers and Employees

Article 24: The Company shall have several managers. The appointment, dismissal and remuneration standards shall be handled in accordance with Article 29 of the Company Act.
Article 25: （ Delete ）
Article 26: During the term of office, managers shall be liability for compensation in accordance with the law within the scope of their performance of business, and authorize the Board of Directors to purchase liability insurance for them in order to reduce and diversify the risk of major damage to the Company and shareholders caused by managers’ mistakes or negligence.

Chapter 6 Accounting

Article 27: The Company’s fiscal year goes from January 1 to December 31 each year.

At the end of each fiscal year, the Board of Directors shall prepare the following financial statements and submit such to the general shareholder meeting for recognition in accordance with the procedures prescribed by the law:

Business report.
Financial statements.
Proposals for surplus distribution or deficit compensation.
Article 28: If the Company makes a profit during the year, it shall appropriate 10% to 20% thereof based on the profit status for that current year as employee remuneration; and appropriate no more than10% as director remuneration. However, if the Company still has accumulated losses, such losses shall be compensated.

Employee remuneration may be made with stock or in cash. The targets of the stock or cash distributed may include employees of the controlled or affiliated companies who meet certain criteria.

The profit status for that current year as mentioned in Paragraph 1 shall refer to the benefits of the pre-tax profit before the distribution of employee and director remunerations are deducted therefrom.

The distribution of employee and director remunerations shall be carried out with the resolution of the Board of Directors adopted by the attendance of two-thirds or more of the directors and the consent of more than half of the directors in attendance, which shall be reported to the shareholder meeting.

Article 29: If there is any surplus in the Company’s annual final accounts, the distribution thereof shall be as follows:
Make up for accumulated losses.
Appropriate 10% thereof as the statutory surplus reserve until the cumulative amount has reached the Company’s paid-in capital.
Make provision or reverse the special surplus reserve in accordance with the Company’s operating needs as well as in accordance with laws and regulations.
After deducting the amounts in Subparagraphs 1-3, if there is any balance, the dividends distributable on special shares in that current year may have priority in the distribution; if there is any balance, such balance plus the accumulated undistributed surplus of the previous year(s) shall, apart from certain amounts thereof being retained discretionarily, be used as the shareholder bonus. The Board of Directors shall determine the amount of distribution, which shall be submitted to the shareholder meeting for resolution.
- Based on the needs of sustainable development, the Company may distribute stock dividends and cash dividends in accordance with the growth rate and capital expenditure situation, provided that cash dividends shall not be less than 50% of the total dividend distribution for that current year.
Article 29-1: The Board of Directors of the Company shall, with the resolution adopted by the attendance of two-thirds or more of the directors and more than half of the directors in attendance, distribute in cash all or part of the dividends and bonuses distributable, capital reserve or statutory surplus reserve, for which the provisions of these Articles of Incorporation regarding resolutions of the shareholder meeting shall not apply.

Article 30: With regard to the director remuneration of the Company, the Board of Directors is authorized to formulate the payment standard in accordance with the common standards of the same trade.

Chapter 7 Supplementary Provision

Article 31: If there are any matters not covered in these Articles of Incorporation, they shall be handled entirely in accordance with the Company Act and relevant laws and regulations.
Article 32: These Articles of Incorporation shall become effective after being adopted by the shareholder meeting in according with the law, and the same shall apply when it is revised.
Article 33:

These Articles of Incorporation were formulated on November 19, 1983;

1st revision made on January 21, 1984;2nd revision made on March 24, 1985;3rd revision made on May 27, 1989;4th revision made on September 2, 1989;5th revision made on May 26, 1990;6th revision made on May 11, 1991;7th revision made on September 27, 1991;8th revision made on April 21, 1992;9th revision made on June 22, 1993;10th revision made on May 10, 1994;11th revision made on March 31, 1995;12th revision made on May 2, 1997;13th revision made on April 24, 1998;14th revision made on April 24, 1998;15th revision made on May 19, 1999;16th revision made on May 30, 2000;17th revision made on May 23, 2001;18th revision made on May 29, 2002;19th revision made on May 23, 2003;20th revision made on June 15, 2004;21st revision made on June 10, 2005;22nd revision made on June 14, 2006;23rd revision made on November 16, 2006;24th revision made on June 13, 2007;25th revision made on June 13, 2008;26th revision made on June 16, 2009;27th revision made on June 17, 2011;28th revision made on June 22, 2012;29th revision made on June 19, 2013;30th revision made on June 24, 2016;31st revision made on June 21, 2017;32nd revision made on June 13, 2019;33rd revision made on June 16, 2020；34rd revision made on July 1, 2021

OPTO TECH CORPORATION Procedure Rules for Shareholder Meetings

Article 1:

In order to establish a good governance system for the Company’s shareholder meetings, to improve supervision functions, and to strengthen management mechanism, these Rules are hereby formulated in accordance with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies to facilitate compliance.

Article 2:

The procedure rules for the Company’s shareholder meetings shall be subject to the provisions of these Rules, unless otherwise provided for in laws and regulations or the Articles of Incorporation.

Article 3: (Convening of shareholder meeting and notice of meeting)

Unless otherwise provided for in laws and regulations, the Company’s shareholder meetings shall be convened by the Board of Directors.

The Company shall provide the reasons for various proposed discussions, descriptions, and other materials such as the shareholder meeting notice; proxy form; and relevant proposals for recognition, discussion, appointment, or dismissal of directors 30 days prior to a general shareholder meeting and 15 days prior to an extraordinary shareholder meeting, and shall prepare the electronic file(s) of such to be transmitted to the Market Observation Post System. In addition, the Company shall prepare the electronic file of the Shareholder Meeting Handbook and supplementary materials of the meeting to be transmitted to the Market Observation Post System 21 days prior to a general shareholder meeting and 15 days prior to an extraordinary shareholder meeting. The Shareholder Meeting Handbook and supplementary materials for the meeting concerned shall be properly prepared and made available for shareholders’ request for the copy at any time, displayed in the Company and the professional stock affairs agency appointed by the Company, as well as distributed on-site at the venue of the shareholder meeting 15 days prior to the convening of the shareholder meeting.

The notice and announcement thereof shall specify the reason for the convening; if approved by the counterparty, the notice thereof may be given electronically.

Appointment or dismissal of directors, change of Articles of Incorporation, capital reduction, application for suspension of public offerings, release from directors’ non-competition obligation, capital increase from surplus, capital increase from public reserves, dissolution, merger, division of company, or the matters prescribed in Paragraph 1 of Article 185 shall be set out together with the main content thereof to be explained in the cause for the convening, which shall not be proposed in an extraordinary motion; the main content thereof may be placed on the website designated by the competent securities authority or the Company, and its website address shall be included in the notice.

Where the full re-election of directors and the date of taking office have been stated in the causes for the convening of the shareholder meeting, after completion of the re-election at the shareholder meeting concerned, the date of taking office may not be changed at the same meeting further with the extraordinary motion or by other means.

Shareholders holding one (1) or more percent of the total number of issued shares may submit to the Company a proposal for discussion at the general shareholder meeting. The proposal shall be limited to one (1) item, and any proposal with more than one (1) item shall not be included in the meeting agenda. However,

where the shareholders’ proposal is to urge the Company to promote the public interest or the advice on the fulfillment of its social responsibilities, the Board of Directors may still include such in the meeting agenda. In addition, if the shareholder’s proposal is in one of the various circumstances stipulated in Subparagraph 4, Article 172-1 of the Company Act, the Board of Directors is allowed not to list such a proposal in the meeting agenda.

The Company shall announce its acceptance of shareholders’ proposals, the acceptance methods in the written or electronic form, acceptance locations, and acceptance period prior to the date of suspension of stock transfer before the general shareholder meeting is held; the acceptance period shall not be less than ten (10) days.

A shareholder’s proposal shall be limited to 300 characters. If it exceeds 300 characters, such a proposal shall not be included in the meeting agenda; the proposing shareholder shall attend in person or entrust others to attend the general shareholder meeting as well as participate in the discussion of such a proposal.

The Company shall notify the proposing shareholders of the results of its processing the proposal prior to the notice date of the shareholder meeting, and list the proposal that conforms to the provisions of this article in the meeting notice. For shareholder proposals that are not included in the meeting agenda, the Board of Directors shall explain the reasons for not including such at the shareholder meeting.

Article 4:

At each shareholder meeting, shareholders may issue a proxy form published by the Company, specifying the scope of authorization, to appoint an agent to attend the shareholder meeting.

A shareholder is limited to issuing one proxy to entrust one person only, and the proxy shall be served to the Company five (5) days prior to the convening of the shareholder meeting. In the event of duplicate proxies, the one that first arrives shall prevail, except that the proxy that arrives later is to revoke the previous proxy. After the proxy form is served to the Company, shareholders who intend to attend the shareholder meeting in person or exercise their voting rights in writing or electronically shall notify the Company in writing of revocation of the proxy two (2) days prior to the convening of the shareholder meeting; if the revocation is overdue, the voting rights of the entrusted agent who attends the meeting shall prevail.

Article 5: (Principles for the venue and time of the shareholder meeting)

The venue of the shareholder meeting shall be at the place of the Company or at a location convenient for shareholders’ attendance and suitable for the convening of the shareholder meeting. The start time of the meeting shall not be earlier than 9 am or later than 3 pm. The opinions of independent directors on the venue and time of the meeting shall be fully considered.

Article 6: (Document preparation)

The Company shall specify in the meeting notice the time and venue of accepting shareholders’ check-in, as well as other matters that should be paid attention to.

The accepting of shareholders’ check-in in the preceding paragraph shall commence at least 30 minutes prior to the start of the meeting; the place for the check-in reception shall be clearly marked and sufficient qualified personnel shall be assigned to handle such work.

The shareholder in person or the agent entrusted by the shareholder (hereinafter referred to as the Shareholder) shall present the attendance certificate, attendance signature card or other attendance certificate to attend the shareholder meeting. The Company shall not arbitrarily add other requests for providing additional supporting documents to the supporting documents required for the shareholders to attend; Solicitors who solicitate the proxy shall also bring their identity documents for verification.

Shareholders in attendance may hand in the attendance signature card to replace the signing for attendance. The Company shall hand over the meeting handbook, annual report, attendance certificate, speaker slips, voting slips and other meeting materials to the shareholders attending the shareholder meeting; where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholder meeting. When a juristic person is appointed to attend as proxy, it may designate only one (1) person to represent it at the meeting.

Article 7: (Chair of the shareholder meeting and non-voting participants)

If a shareholder meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, the Chairman shall appoint one director to act as his/her agent; where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as the chair.

If the shareholder meeting is convened by a person with the right to convene the meeting other than the Board of Directors members, such a person with the right to convene the meeting shall serve as the chair. If there are two (2) or more such persons with the right to convene the meeting, one from among such persons shall be elected to serve as the chair.

The Company may appoint retained lawyers, accountants, and related personnel to participate in the shareholder meeting.

Article 8: (Documentation of a shareholder meeting by audio or video)

The Company shall, beginning from the time it accepts shareholder attendance check-in, make an uninterrupted audio and video recording of the check-in process, the proceedings of the shareholder meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one (1) year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9:

Attendance at shareholder meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated in accordance with the shares indicated by the attendance cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent more than half of the total number of issued shares, the chair may announce a postponement, provided that no more than two (2) such postponements, for a combined total of no more than one (1) 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 call off the meeting for lack of quorum.

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

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

Article 10: (Discussion of proposals)

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

The provisions of the preceding paragraph shall apply mutatis mutandis to a shareholder meeting convened by a party with the right to convene the meeting who is not the Board of Directors members.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholder meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors may continue the meeting by electing a new chair with the consent of more than half of the votes represented by the attending shareholders.

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

Article 11: (Shareholder speech)

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

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

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

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholder meeting, only one (1) of the representatives so appointed may speak on the same proposal.

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

Article 12: (Calculation of voting shares and recusal system)

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

With respect to resolutions of shareholder meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities

authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three (3) percent of the voting rights represented by the total number of issued shares. If such a percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13:

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

When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholder meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholder meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

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

Except as otherwise provided for in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of more than half of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

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

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

Article 14: (Election of directors and supervisors)

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

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

Article 15:

Matters relating to the resolutions of a shareholder meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

This Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the Market Observation Post System.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.

Article 16: (Public announcement)

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

If matters put to a resolution at a shareholder meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the Market Observation Post System. within the prescribed time period.

Article 17: (Maintenance of order at the venue)

Staff handling administrative affairs of a shareholder meeting shall wear identification cards or arm bands.

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

At the place of a shareholder meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18: (Recess and resumption of a shareholder meeting)

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholder meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholder meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19:

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

Article 20:

These Rules were formulated on May 26, 1990.

1st revision made on April 24, 1998.

2nd revision made on May 29, 2002.

3rd revision made on June 17, 2004. 4th revision made on June 24, 2006. 5th revision made on June 16, 2020.

OPTO TECH CORPORATION

Procedures for Election of Directors

Article 1: The election of the directors of the Company shall be in accordance with these Rules.
Article 2: The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 3: The candidates who receive the most votes for the position of director shall win the election, and such number shall be in compliance with the number of positions for director set forth in the Articles of Incorporation. The independent directors and non-independent directors shall be elected at the same election with the number of independent directors elect and that of the general directors elect counted separately. The election of independent directors of this Corporation shall comply with Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 4: The person with the right to convene shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 5: Before the election begins, the chair shall appoint a number of people to perform the respective duties of voting monitors and ballot counters. The person who monitors the voting shall be a shareholder.
Article 6: For the election of directors, the ballot boxes shall be prepared by the person with the right to convene, and the voting monitors shall publicly check such ballot boxes before voting commences.
Article 7: A ballot is invalid under any of the following circumstances:
The ballot was not prepared by a person with the right to convene.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot does not conform to the director candidate list.
Other words or marks are entered in addition to the number of voting rights allotted.
Where the number of the candidates listed on the same ballot exceeds the prescribed number, or the total number of votes cast by the elector exceeds the total number of votes held by the elector.

Article 8: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 9: Matters not specified in these Guidelines shall be all handled in accordance with the Company Act and relevant laws and regulations.
Article 10: These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

Article 11: Made on May 26, 1990.

1[st] amendment made, March 31, 1995.
2[nd] amendment made, May 29, 2002.
3[rd] amendment made, June 24, 2016.
4[th] amendment made, July 1, 2021.

【 Director Shareholding Status 】

I. The percentages and numbers of statutory shares held by all Company directors are described as follows:
In accordance with Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, if a public company has elected two or more independent directors, the shareholding ratio calculated at the rates thereby for all directors and supervisors other than the independent directors shall be decreased to 80 percent.
Number of ordinary shares issued by the Company: 438,622,846 shares.
Number of minimum shares required by the law to be held by all directors: 16,000,000 shares.
II. As of the date of suspending the transfer of shares for the Extraordinary Shareholder Meeting 2021 (October 21, 2021), the number of shares held by all directors is as follows, which meets the minimum percentage requirement stipulated in Article 26 of the Securities and Exchange Act.

Title	Name	Number of Shares	Shareholding %
Chairman	H.T. Wang	1,937,625	0.44
Vice Chairman	Tsun-Chia Tai	0	0
Director	Tzu-Chun Lin	374,805	0.09
Director	Su-Chin Tai	54,071	0.01
Director	Nichia Taiwan Corporation. Rep. of legal person: Ishigami Koji Rep. of legal person: Sakamoto Takashi	88,811,822	20.25
Director	Inwood Information System	200,000	0.04
	Co.,Ltd.
Independent Director	Kao-Ming Tsai	0	0
Managing Director & Independent Director	Kuo-Kuang Li	0	0
Independent Director	Pei-Chang Wang	0	0
Total		91,378,323	20.83

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AI assistant

TASC — AGM Information 2021

52015_rns_2021-11-02_0db5692a-e48f-4266-b6a8-b23b9bba8bc9.pdf

OPTO TECH CORPORATION

Handbook for the 2021 Extraordinary Meeting of Shareholders Table of Contents

III. Agenda

1. Meeting Called to Order

2. Report Items:

3. Director Election:

4. Proposed Resolutions:

Proposal 2:A revision to the Company’s Articles of Incorporation is hereby submitted for discussion. (Proposed by: Board of Directors)

Proposal 4:To approve the demerger of the Systems Business Group of the Company to new subsidiary. (Proposed by: Board of Directors)

5. Extemporary Motions:

6. Meeting Adjourned

【 The Company’s 2021 Private Placement Common Shares Issuance Report 】

List of Candidates of Directors (Including Independent Directors)

Nominated by Board of Directors

OPTO TECH CORPORATION Company’s Articles of Incorporation (Before and Revision Chart)

Disposal of Opto Plus Technology Co. Ltd., Independent Experts’ Opinions on the Reasonability of the Equity Value

I. Usage limitations and statement for the reasonability analysis opinions:

II. Background:

III. Description of valuation report verification

IV.Conclusion of the opinions:

Independent Expert’s Statement

Independent Account’s CV

Demerger Proposal

Article 1 Split method and companies participating in the split

Article 2 New Articles of Incorporation

Article 3 Business scope, business value, assets and liabilities transferred by Opto Tech

Article 4 The proportion of issued shares of the New Company and the basis for the calculation are the business value, assets and liabilities of the split and transferred company

Article 5 The proportion of issued shares of the New Company and the adjustment of the proportion are based on the business value, assets and liabilities of the split and transferred company

Article 6 The total amount, type and quantity of shares issued by the company taking on the business

Article 7 Buying back and canceling the shareholdings of objecting shareholders

Article 8 Obligations of notification and announcement for creditors and related matters

Article 9 Bearing of rights and responsibilities after the split and related matters

Article 10 Handling of employee transfers and employment

Article 11 Split record date

Article 12 Plan execution progress, estimated completion date and overdue handling

Article 13 If equity shares were issued or treasury stocks were bought back before the split of the company, the number of treasury shares that can be bought back and the handling methods are based on the law after the record date for calculating the conversion ratio and the treatment principles

Article 14 Handling method for the increase or decrease of participating entities or companies

Article 15 Distribution of taxes and costs

Article 16 Paid-in capital changes to the company to be split

Article 17 Applicable laws

Article 18 Miscellaneous

Plan formulating person:

【 Appendix 1 】

光磊系統科技股份有限公司 Company’s Articles of Incorporation

Chapter 1 General Provisions

Chapter 2 Shareholding

Chapter 3 Shareholders' meeting

Chapter 4 Directors, supervisors, and managers

Chapter 5 Accounting

Chapter 6 Addendum

【 Appendix 2 】

June 30, 2021

【 Appendix 3 】

Business Value and Split Share Conversion Ratio of the Systems Business Group Reasonability Opinions

Judgment record date: June 30, 2021

I. Background:

II. Value evaluation record date

III. Shareholdings value evaluation:

Premise and assumptions

Valuation method:

Book value method

IV.Conclusion of the opinions:

V. Restrictions on the use of the opinions:

Independent Expert’s Statement

Independent expert:

Independent Account’s CV

OPTO TECH CORPORATION

Articles of Incorporation

Chapter 1 General Principles

Chapter 2 Shares

Chapter 3 Shareholder Meeting

Chapter 4 Board of Directors

Chapter 5 Managers and Employees

Chapter 6 Accounting

Chapter 7 Supplementary Provision

OPTO TECH CORPORATION Procedure Rules for Shareholder Meetings

Article 1:

TASC AGM Information 2021