TPK - AGM Information 2023 | FinancialReports.eu

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2023 年股東常會

議事錄

召開方式：實體股東會時間：2023年6月6日(星期二)上午九時整地點：台北巿信義區信義路五段1號4樓 (台北國際會議中心4樓貴賓廳)

TPK Holding Co., Ltd. 2023 ��

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TPK Holding Co., Ltd.

2023 Annual General Shareholders’ Meeting Minutes

Time: June 6, 2023 (Tuesday) at 9:00 a.m.

Place: 4F., No. 1, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City 110, Taiwan (R.O.C.)

(Taipei International Convention Center 4F VIP Hall)

The total number of shares present in person or by proxy in the 2023 Annual General Shareholders’ Meeting was 243,250,509 shares (including 116,095,717 shares of the shareholders who had used E-voting), i.e. 59.81% of 406,663,759 shares of TPK’s common stock issued and outstanding.

Board Members Present: Michael Chao-Juei Chiang, Li-Chien Hsieh, Tsung-Liang Tsai, Capable Way Investments Limited (represented by Hsi-Liang Liu), High Focus Holdings Limited (represented by Shih-Ming Liu) and Yen-Wei Cheng (the Independent Director)

Chairman: Michael Chao-Juei Chiang, the Chairman of Board of Directors Secretary: Chia-Wei Chang

The aggregate voting shares present in person or by proxy constitute a quorum. The Chairman hereby declares the 2023 Annual General Shareholders’ Meeting to order.

A. Chairman’s Statement (omitted)

B. Matters to Report

1. 2022 Business Report

Description: The 2022 Business Report is attached as Exhibit 1.

2. Audit Committee's Review Report on 2022 Financial Statements

Description: The Audit Committee’s Review Report on 2022 Financial Statements is attached as Exhibit 2.

3. The distribution of employees' and directors' compensation of 2022

Description:

(1) The Company's 2022 net profit after tax is USD 19,109,449. According to Article 34.1 of the Company's Articles of Association, the company shall reserve an amount no less than 0.1% as employees' compensation and no more than 2% as Directors' compensation.
(2) Considering the Company's operating results above, the employees and directors

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compensation distribution proposal for 2022 was resolved by the board meeting on March 8, 2023 as follows:

A. To distribute 1.02% of the Company's 2022 net profit after tax as employees' compensation, and the total amount is USD 200,000. It will be distributed by way of cash; employees entitled to the compensation include those of the Company’ Subsidiaries who meet certain qualifications.
B. To distribute 1.47% of the Company's 2022 net profit after tax as Directors' compensation, and the total amount is USD 288,000. It will be distributed by way of cash.

4. To amend the Rules of Board Meeting Procedures

Descriptions: To comply with the laws and regulations of the Taiwan competent authorities and to accommodate the Company’s actual operational needs, it is proposed to amend the Rules of Board Meeting Procedures. The comparison table of amendments to the Rules of Board Meeting Proceduresis attached as Exhibit 5.

C. Matters for Approval

Item 1: To approve 2022 Business Report and Consolidated Financial Statements. (Proposed by the Board of Directors)

Descriptions:

(1) The 2022 Consolidated Financial Statements, including consolidated balance sheet, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Company along with the Business Report have been submitted to the Audit Committee for review and approval and the Audit Committee has issued its Review Report accordingly. The above Consolidated Financial Statements have been audited by independent auditors Chuang, Pi-Yu and Kuo, Tzu-Jung of Deloitte & Touche.
(2) Please refer to Exhibits 1 and 3 for the 2022 Business Report, Independent Auditors' Report and the Consolidated Financial Statements.
(3) Please resolve.

Resolution:

Voting Results: Shares present at the time of voting: 243,250,509

VotingResults	% of therepresented share present
Votesin favor:235,868,370 votes	96.96
Votesagainst:163,137 votes	0.06
Votesabstained : 7,219,002votes	2.96

RESOLVED, that the above proposal be and hereby was approved as proposed.

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Item 2: To approve the Proposal for 2022 Profit Distribution. (Proposed by the Board of Directors)

Descriptions:

(1) The Company’s 2022 net profit after tax is USD 19,109,449. After setting aside legal reserve USD 1,910,945 and special reserve USD 67,358,131, adding the remeasurement of defined benefit plan recognized in retained earnings in the amount of USD 66,103, considering the unappropriated retained earnings of previous year of USD 70,898,419, the total amount of retained earnings available for distribution is USD 20,804,895. The Company proposes to distribute earnings in the amount of NTD 203,331,880 and in form of cash dividend per share of NTD 0.5. The amount of earnings proposed to be distributed shall be approximately USD 6,769,831 at the exchange rate of NTD 30.035 to USD 1 on January 31, 2023 � Provided that the exact amount of cash dividend denominated in USD will be calculated based upon the average spot rates for buying and selling published by the Bank of Taiwan between NTD and USD on the business day immediately prior to the date of the general meeting. Please see Exhibit 4 as attached.
(2) Record date for paying cash dividends � Upon the approval of the general meeting, it is proposed to authorize the Board of Directors to determine the ex-dividend date.
(3) Please resolve.
Note: The average spot rates for buying and selling published by the Bank of Taiwan of NTD 30.69 to USD 1 on June 5, 2023. And the exact amount of cash dividends recalculated to be USD 6,625,346.

Resolution:

Voting Results: Shares present at the time of voting: 243,250,509

VotingResults	% of the represented sharepresent
Votes in favor : 237,501,370 votes	97.63
Votes against : 160,137 votes	0.06
Votes abstained : 5,589,002 votes	2.29

RESOLVED, that the above proposal be and hereby was approved as proposed.

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D. Matters for Discussion

Item 1: To amend the Amended and Restated Memorandum of Association and Articles of Association. (Proposed by the Board of Directors)

Descriptions:

(1) To comply with requirements under the "Checklist of Shareholders Rights Protection with respect to Foreign Issuer's Place of Incorporation", as amended by the ruling of Taiwan Stock Exchange dated January 9, 2023 (Tai-Zheng-Shang-2 No. 11117043011) and the laws and regulations of the Taiwan competent authorities, and to accommodate the Company’s actual operational needs, it is proposed to amend the Amended and Restated Memorandum of Association and Articles of Association. The comparison table of amendments to the Amended and Restated Memorandum of Association and Articles of Association is attached as Exhibit 6
(2) New Amended and Restated Memorandum of Association and Articles of Association shall replace the current one.
(3) The above is proposed to the shareholders meeting to resolve by a Special Resolution.

Resolution:

Voting Results: Shares present at the time of voting: 243,250,509

VotingResults	% of therepresented share present
Votesin favor:237,259,346 votes	97.53
Votesagainst:155,456 votes	0.06
Votesabstained : 5,835,707 votes	2.39

RESOLVED, that the above proposal be and hereby was approved as proposed.

Item 2: To amend the Rules of Shareholders’ Meeting Procedures. (Proposed by the Board of Directors)

Descriptions:

(1) To comply with the laws and regulations of the Taiwan competent authorities and to accommodate the Company’s actual operational needs, it is proposed to amend the Rules of Shareholders’ Meeting Procedures. The comparison table of amendments to the Rules of Shareholders’ Meeting Procedures is attached as Exhibit 7.
(2) Please resolve.

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Resolution:

Voting Results: Shares present at the time of voting: 243,250,509


VotingResults	% of therepresented share present
Votesin favor:237,252,326 votes	97.53
Votesagainst:163,460 votes	0.06
Votesabstained : 5,834,723 votes	2.39

RESOLVED, that the above proposal be and hereby was approved as proposed.

E. Ad Hoc Motions

There being no other business and special motions, upon a motion duly made and seconded, the meeting is adjourned.

F. Meeting Adjournment

This shareholders’ meeting minutes is a summary of the meeting. Video records may be referenced for details of the event, the procedures, and shareholder statements.

Chairman Secretary

Michael Chao-Juei Chiang Chia-Wei Chang

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Exhibit

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【附件一】

TPK Holding Co., Ltd.

營業報告書

2022 年全球仍受到新冠疫情影響，烏俄戰火未停，整體經濟尚未復甦，加上高通膨的壓力，使全球消費力道走向疲軟，消費性電子產品庫存水位逐漸升高，相關供應鏈廠商連帶受挫，發生出貨延遲或停滯的情況，再加上聯準會連續升息，全球科技大廠在市場與資金的雙重壓力下，為了降低運營成本甚至出現裁員潮。而公司在市場景氣指標向下的不利情況下，積極採取提升集團整體綜效之管理策略，在全體同仁合力執行高效生產、嚴格庫存管控、積極優化成本下，雖然全年營收較 2021 年下滑，本業獲利仍能優於去年的表現。

展望 2023 年，新冠疫情趨於平緩，各國隔離政策轉向解封與開放，全球交通網絡也陸續恢復正常運作，然而疫後消費性市場需求水平尚未恢復，公司將繼續執行精實營運，並堅持創新發展，深化 TPK 的核心競爭力，掌握市場新趨勢與新動能，偕同既有客戶提升下一世代產品的價值，並為新客戶開發量產更多與時俱進的新產品；同時，公司也將持續開展新業，建立更多優質客戶，擴大合作夥伴的網絡，致力追求事業成長與永續發展。

2022 年策略目標

自2022 年下半年新冠疫情已步入後疫階段，市場需求已提前反應且受到市場高通膨因素干擾及供應鏈受阻，使公司面臨諸多挑戰，本公司因應國際情勢，市場需求及產業變化，已執行的策略目標概述如下：

( 一 ) 產品創新、高效精益：

受到疫情等外在環境干擾，材料、運輸、人工及物價等各項成本皆有不利因素，公司採高效之供應鏈與生產製造管理，優化成本並專注提高品質良率及生產效率，增加客戶對產品品質與服務的滿意度，也增進本業獲利表現。 TPK 秉持擔任客戶主要供應商的信念，積極爭取優質的新客戶，除既有平板、筆電等市場新一代產品成功量產，另外在新型電子筆記本及新電動車觸控螢幕系統總成等項目皆有所斬獲，透過擴大產品供應及服務內容，提高客戶產品價值，也同步提升終端使用者最佳產品使用體驗。

( 二 ) 競力外擴、創局展業

為了順應氣候變遷、抗暖化、減碳排之趨勢，公司已積極布局新材料與新能源的創新型產業，攜手更多趨勢產業的夥伴開創新形態製造整合服務的新事業。研發單位全力開發新產品、創新工程製造、強化供應鏈及生產管理之核心競爭力，並以此協助新事業發展，目前本公司已獲得新能源車座艙中控系統產品的專案計畫；發展出更多元的 3D 列印產品設計與積層製造，而紐西蘭品牌的全地形二輪雙驅動車亦於去年順利量產，成功擴增產品品項與拓展應用市場。

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( 三 ) 保守穩健、穩步經營

2022 年營收下滑，惟公司費用控管得宜，全年營業費用率仍維持約 3.7% ；且因近年不斷精進自動化設備生產製程，使人力調度較為彈性， 2022 年底員工人數由 15,000 人略降至 14,800 人左右。因應企業營運風險提高，公司也嚴加管理帳款收付與庫存去化進度，配合前端市場銷售訊息管理生產製造，使公司在面對營收減少與市場需求低迷的挑戰下，仍在風險及成本控管上有優異表現。

財務表現

本公司 2022 年合併營收約為新台幣 972 億元，較 2021 年減少 5.7% ，歸屬母公司之稅後淨利約為新台幣 5.4 億元，稀釋後每股淨利為新台幣 1.34 元，較 2021 年減少。

研發情形

公司為觸控解決方案的先進者，在既有產品線上將攜手客戶持續開發新設計、新材料、新產品；另一方面，也將持續開拓更多元之產品應用，善用公司在量產製造及供應鏈管理之豐富經驗，以創新、優化的生產製程協助合作夥伴導入新技術，並順利、及時將產品快速量產及商業化。截至 2022 年底，集團已獲核准專利權數為 2,989 項，其中發明專利 1,731 項，新型專利 1,258 項； 2023 年仍將積極主張本公司所擁有之專利權利，持續研發與申請，以確保公司在觸控領域之產品技術領先，以及在新事業的妥善佈局。

2023 年營業計劃概要

放眼 2023 年，通膨與高息環境對全球經濟帶來相當的壓力，另一方面，地緣政治風險仍在，世界政經秩序的變化，時刻牽動全球經貿動態及供應鏈佈局與管理。因此，公司將持續審慎度量國際情勢、經濟需求與產業變化，適時對應，調整公司策略。 2023 年公司營業計畫概述如下：

一 ( ) 創新堅實、積本厚業：

公司將以堅強的研發與製造實力，擔任客戶新產品的量產開發夥伴與關鍵供應商，並爭取更多優質新客戶。今年在觸控新產品開發上，將配合客戶產品規劃逐步推出搭配新型顯示器之觸控產品；車載顯示系統總成產品也會陸續開始量產；我們將與既有客戶共同成長，維持量產產品穩定的生產與品質，並積極參與下世代產品開發驗證，在既有產品供應的基礎上，為客戶提升產品與服務價值，擴大業務與深化客戶夥伴的長遠合作關係。

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( 二 ) 競力外擴、蓄勢待發：

TPK 持續創新，堅實運營，在既有事業擴大競爭力，更要將工程製造生產管理的核心競爭力，擴展到新事業。 2022 年我們已陸續取得車載觸控顯示系統總成產品的專案、 3D 列印製造品項及雙輪驅動電動車製造， 2023 年公司將善用核心競爭力，參與品牌客戶前期產品設計開發，主導製程開發工程導入，完善產品驗證，設計建置設備產線，建構管理供應鏈，為新客戶新產品實現高品質的快速量產，繼續往新觸控、新能源、新材料等領域延伸，蓄力發展成為全球永續經營，營運持續成長之企業。

( 三 ) 保守穩健、穩步經營

全球通膨與市場消費需求不穩定，升息政策可能持續，經貿環境仍充斥著不確定性因素，增加企業運營的風險，故本公司仍將維持低財務槓桿政策，以穩健保守之財務結構來因應電子產業產品出貨隨淡旺季等需求更迭，致營收與獲利變化較大對資金調度所造成之影響，另一方面，公司財務操作也會積極尋求有效之現金管理與匯率避險套利機會，平穩資金價值並增加業外收益。

未來公司發展策略

新的一年， TPK 全體團隊將秉持努力不懈與持續精進之態度，積極尋找轉型及提供專業製造服務的機會，以豐厚的製造服務量能延伸宸鴻經驗、深耕新領域製造，攜手客戶推出更多新產品，全力以赴讓 2023 年成為 TPK 的積蓄年。

同樣地，公司也會一如既往恪守企業應擔負的社會責任，強化環境保護、關懷社會弱勢，落實公司治理（ ESG ），遵循法令法規實行節能減碳，建構綠電節能生產，實施碳排查及碳中和計畫，持續永續發展的進程。最後， TPK 經營團隊要向各位股東、客戶與全體同仁致上最深謝意，感謝各位長期的支持與愛護，殷切期盼各位股東先進們能對公司團隊的努力與付出給予肯定，支持本公司未來發展的策略與方向，在創新製造整合的道路上，讓我們繼續穩中求進，轉型向上，為股東創造最大利益，並且秉持初衷，為社會貢獻一己之力。

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Exhibit 1

TPK Holding Co., Ltd.

Business Report

In 2022, the global economy are still impacted by the COVID-19 pandemic and continued conflicts in Ukraine and Russia. In addition, the overall economy had not yet recovered, and the pressure of high inflation led the consuming power weakened. The inventory level of consumer electronics products gradually increased, causing related supply chain manufacturers to suffer setbacks, resulting in shipping delays or stagnation. Furthermore, with the Fed's consecutive interest rate hikes, global tech giants faced the dual pressures of the market demand and capital needs, and even implemented layoffs to reduce operating costs. Despite the unfavorable market conditions, the company actively adopted management strategies to improve the synergy and production efficiency of the group. With the best efforts of all employees, it executed efficient production, strict inventory control, and actively optimized costs. Although the annual revenue has decreased in 2022, the operating income is more profitable than the year before.

Looking forward to 2023, the COVID-19 pandemic is expected to be under control, and countries around the world are gradually lifting their quarantine policies and opening up. The global transportation network is also gradually returning to normal. However, the demand for consumer markets after the pandemic has not yet fully recovered. The company will continue to implement lean operations and adhere to innovative development, strengthen TPK's core competitiveness, keep up with market trends and grasp the new growth momentum. Meanwhile, TPK will work with existing customers to enhance the value of next-generation products and develop more state-of-the-art products for new customers. At the same time, the company will continue to explore new businesses, build up more connections with high-quality customers, expand the network of working partners, and strive for business growth and sustainable development.

Review of 2022 Company Strategy

Since the second half of 2022, the COVID-19 pandemic has entered the post-epidemic phase, and market demand has already rebounded earlier, in addition, inflation and supply chain disruptions continue to influence the demand and shipment. This has posed many challenges for the company. In response to the worldwide economy circumstances, market demand, and industry changes, the strategic goals that the company has executed are outlined below.

Product innovation and better efficiency

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Due to external factors such as the pandemic, material costs, transportation, labor, and prices of living have all been adversely affected. The company has adopted an efficient supply chain and production management to optimize costs and focus on improving product quality, yield rate, and production efficiency. This has increased customer satisfaction with product quality and service, and has also improved the company's profitability. TPK upholds the belief of being the main supplier for customers and actively seeks high-quality new customers. In addition to successfully mass producing new-generation products such as tablets and laptops, the company has also made significant gains in projects such as new electronic notebook and touch screen systems for new electric vehicles. By expanding product lines and service, TPK aims to increase the value of customers’ products and improve the best user experience for end-users.

2. Competiveness enhancement and new business scope exploration

To adapt to the trend of climate change, anti-global warming, and carbon reduction, the company has actively developed innovative industries in new materials and new energy, and worked with more partners in trend industries to create new businesses with integrated manufacturing services. The R&D unit has been fully committed to developing new products, innovative engineering manufacturing, and strengthening the core competitiveness of the supply chain and production management to assist the development of new businesses. Currently, the company has obtained a project for the new energy vehicle cockpit central control system product. The company has also developed more diverse 3D printing product designs and layered manufacturing, and successfully expanded the product range and application by producing the dual-drive all-terrain two-wheel vehicle of a New Zealand brand last year.

3. Conservative policy and stable operation

In 2022, despite a decline in revenue, the company managed its expenses well, with an annual operating expense rate of approximately 3.7%. Furthermore, due to continuous improvement in automation equipment and production processes in recent years, the company can enjoy the flexibility of manpower scheduling, resulting in a slight reduction in the employee headcount from around 15,000 at the end of 2022 to around 14,800. To cope with increased operational risks, the company also rigorously managed accounts receivable and payable, as well as inventory turnover, while closely monitoring market information. As a result, the company demonstrated outstanding performance in risk control and cost management despite the challenges of reduced revenue and weak market demand.

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Financial Results

TPK reported sales of NT$97.2 billion in 2022, down 5.7% year-on-year, and net profit for the parent company totaled NT$544 million with a diluted earnings per share of NT$1.34 decreased from 2021.

Research & Development

As a leading company in touch solutions, our company continues to collaborate with customers to develop new designs, materials, and products in our existing product line. At the same time, we will continue to explore more diverse product applications, leveraging our rich experience in mass production manufacturing and supply chain management to assist our partners in adopting new technologies through innovative and optimized production processes, enabling rapid mass production and commercialization of products. As of the end of 2022, the group has been granted a total of 2,989 patents, including 1,731 invention patents and 1,258 utility model patents. In 2023, we will continue to actively assert our patent rights, engage in ongoing research and development, and apply for new patents to ensure our leading position in touch technology and a solid presence in new business ventures.

Summary of Business Plans for 2023

Looking ahead to 2023, the global economy is facing significant pressures from inflation and high interest rates, as well as ongoing geopolitical risks and changes in the world's political and economic order, which constantly impact global economic and trade dynamics, as well as supply chain layout and management. Therefore, the company will continue to carefully assess international situations, economic demand, and industry changes, and respond timely to adjust our strategies accordingly. The outline of our business plan for 2023 is as follows:

Innovation with solid foundation and accumulation of extensive experiences

The company will leverage its strong R&D and manufacturing capabilities to serve as a mass production development partner and key supplier for customers' new products, and strive to gain more high-quality new customers. This year, in the development of new touch products, we will gradually introduce touch products of integrated assembly products for automotive display systems. We will work together with the existing customers to grow together, maintain stable production and quality of mass production products, and actively participate in the development and verification of next-generation products. On the basis of existing product supply, we will

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enhance product and service value for customers, expand our business, and deepen long-term cooperative relationships with customers.

2. Strengthening competitive expansion and gearing up for upcoming challenges

TPK will continue to innovate and steadily operate, expanding competitiveness in existing businesses while also extending core competencies in engineering, manufacturing, and production management to new ventures. In 2022, we have already secured projects in the production of complete sets of touch display systems for automotive applications, 3D printing manufacturing, and dual-wheel drive electric vehicle manufacturing. In 2023, the company will leverage its core competencies to participate in early-stage product design and development for brand customers, lead process development and implementation, optimize product validation, design and establish equipment production lines, and construct a managed supply chain to achieve high-quality and rapid mass production of new products for new customers. We will continue to expand into new fields such as new touch technology, new energy, and new materials, and strive to become a globally sustainable and continuously growing enterprise.

3. Conservative and steady operation

Due to global inflation and uncertain market demand, as well as potential interest rate hikes and the volatile economic and trade environment, our company will maintain a low financial leverage policy to cope with fluctuations in demand due to seasonality in the electronics industry. We will maintain a conservative and prudent financial structure to mitigate the impact on cash flow and profitability. Additionally, we will actively seek opportunities for effective cash management and foreign exchange hedging to stabilize the value of our funds and increase non-operating income.

Embrace the future

In the coming year, the entire TPK team will uphold the attitude of relentless effort and continuous improvement. We will actively seek opportunities for transformation and providing professional manufacturing services, leveraging our rich manufacturing capabilities to extend the experience of TPK and deepen our manufacturing expertise in new fields. We will work hand-in-hand with our customers to launch more new products, and spare no effort to make 2023 a year of accumulation for TPK.

Meanwhile, the company will continue to uphold its social responsibility, strengthen environmental protection, care for the disadvantaged, and implement corporate governance (ESG) in accordance with laws and regulations. We will promote energy conservation and carbon reduction, establish green energy and energy-saving production, implement carbon auditing and

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carbon neutralization plans, and continue our journey towards sustainable development. Finally, the TPK management team would like to express our deepest gratitude to our shareholders, customers, and all employees for their long-term support and care. We sincerely hope that our shareholders and stakeholders will recognize and support the efforts and contributions of our company team, and endorse our strategies and direction for future development. Let us continue to move forward steadily, transform for growth, create maximum value for shareholders, and contribute to society as we always have.

Michael Chao-Juei Chiang, Chairman

Li-Chien Hsieh, Chief Executive Officer

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【附件二】

TPK Holding Co., Ltd. 審計委員會查核報告書

董事會造具本公司 2022 年度營業報告書、合併財務報表及盈餘分派議案等，經本審計委員會查核，認為尚無不合，爰依證券交易法第十四條之四等相關規定報告如上，敬請鑒核。

TPK Holding Co., Ltd.

審計委員會召集人：翁明正

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Ehibit 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2022 Business Report, Financial Statements, and proposal for allocation of earnings. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of TPK Holding Co., Ltd.. According to relevant requirements of the Securities and Exchange Act, we hereby submit this report.

TPK Holding Co., Ltd.

Chairman of the Audit Committee � Ming-Jeng Weng

March 8, 2023

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【附件三】

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-31-

Exhibit 3

-32-

The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2022 is described as follows:

Valuation of Inventory

The description of the key audit matter:

As of December 31, 2022, the carrying amount of inventory was NT$9,270,132 thousand (net of the allowance for inventory valuation and obsolescence losses of NT$694,434 thousand), which accounted for 11% of the Group’s total assets. The Group is mainly engaged in the business of developing, manufacturing and selling touch modules and related products. As the touch modules industry is characterized by rapid change in technology, as well as short life cycles for the related products, in this regard, the risk surrounding the write-down of slow moving and obsolete inventory is higher. Based on the aging of inventories, the net realizable value of the Group’s products, the related sales status and the changes in the market, the Group evaluated and recognized losses related to the write-down of slow moving and obsolete inventory monthly. Since such valuation of inventory requires significant judgment from management, the valuation of inventory has been identified as a key audit matter.

Refer to Notes 4 (g), 5 (c) and 11 to the Group’s consolidated financial statements for details of the related accounting policy and the relevant information about inventory.

Corresponding audit procedures:

As for the evaluation of losses related to the write-down of slow moving and obsolete inventory, after first gaining familiarity with the industry characteristics to which the Group belongs, we obtained an understanding of the reasonability of the Group’s policy for the provision for obsolete inventory and inventory whose carrying amount was lower than the net realizable value, and we randomly inspected inventory aging and performed our own calculation to verify whether the loss recognized adhered to the Group’s provision policy.

In addition, at the end of the year, we performed an inventory observation and random counting to understand the inventory status and evaluate the appropriateness of the loss of obsolete and damaged inventory.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

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

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

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

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Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Pi-Yu Chuang and Tzu-Jung Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China

March 28, 2023

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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TPK HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS (Note 4) Cash and cash equivalents (Notes 4, 6 and 27) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 31) Financial assets at fair value through other comprehensive income - current (Notes 4, 8 and 31) Financial assets at amortized cost - current (Notes 4, 9, 27, 31 and 33) Trade receivables, net (Notes 4, 10, 27, 31 and 32) Other receivables, net (Notes 4, 10, 16, 27, 31 and 32) Current tax assets (Notes 4 and 25) Inventories (Notes 4, 5, 11 and 27) Other current assets (Note 27) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 31) Property, plant and equipment (Notes 4, 5, 14, 27, 32 and 33) Right-of-use assets (Notes 4, 15 and 27) Investment properties (Notes 4 and 16) Intangible assets (Notes 4, 17 and 27) Deferred tax assets (Notes 4, 5 and 25) Prepayments for equipment Refundable deposits (Notes 27, 31 and 32) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES (Note 4) Short-term borrowings (Notes 18 and 31) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 31) Notes and trade payables (Notes 27 and 32) Payables for purchase of equipment (Notes 19, 29 and 32) Other payables - others (Notes 19, 27 and 32) Current tax liabilities (Notes 4 and 25) Provisions - current (Notes 4, 5, 11 and 20) Lease liabilities - current (Notes 4, 15, 27 and 32) Current portion of long-term borrowings (Notes 18, 27, 31 and 33) Other current liabilities - others (Notes 27 and 32) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 18, 27, 31 and 33) Deferred tax liabilities (Notes 4 and 25) Lease liabilities - non-current (Notes 4, 15, 27 and 32) Net defined benefit liabilities - non-current (Notes 4 and 21) Guarantee deposits received (Note 31) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4, 8, 22, 27 and 28) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unrealized valuation loss on financial assets at fair value through other comprehensive income Total other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		2022		2021
		Amount % $ 24,284,276 29 656,359 1 266,969 - 9,972,167 12 8,433,188 10 6,129,982 8 4,444 - 9,270,132 11 815,648 1 59,833,165 72 732,002 1 16,851,811 20 3,982,053 5 226,284 - 103,675 - 1,032,215 1 722,367 1 115,813 - 891 - 23,767,111 28 $ 83,600,276 100 $ 7,437,076 9 614,449 1 9,393,716 11 486,636 1 2,816,364 3 334,157 - 1,805,951 2 479,411 1 4,911,779 6 343,148 - 28,622,687 34 11,969,058 14 2,490,187 3 2,822,557 4 1,347 - 44,185 - 278,428 - 17,605,762 21 46,228,449 55 4,066,638 5 28,231,125 34 3,497,439 4 189,610 - 831,664 1 4,518,713 5 2,018,194 2 (1,782,710) (2) 235,484 - 37,051,960 44 319,867 1 37,371,827 45 $ 83,600,276 100		Amount % $ 20,615,121 27 372,752 - 1,510,287 2 3,147,118 4 12,405,167 16 3,526,711 5 37,037 - 10,867,848 14 233,761 - 52,715,802 68 585,521 1 18,026,287 23 4,313,507 5 223,071 - 65,935 - 1,240,524 2 495,141 1 113,555 - 6,087 - 25,069,628 32 $ 77,785,430 100 $ 2,799,213 4 351,770 1 13,524,761 17 778,734 1 2,500,721 3 67,750 - 1,568,665 2 463,850 1 3,685,098 5 224,285 - 25,964,847 34 10,176,385 13 2,404,864 3 3,506,668 5 3,781 - 33,635 - 309,562 - 16,434,895 21 42,399,742 55 4,066,638 5 28,165,226 36 3,384,463 4 - - 1,198,477 2 4,582,940 6 (1,131,483) (1) (448,419) (1) (1,579,902) (2) 35,234,902 45 150,786 - 35,385,688 45 $ 77,785,430 100

The accompanying notes are an integral part of the consolidated financial statements.

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TPK HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE, NET (Notes 4, 23, 27, 32 and 38) OPERATING COSTS (Notes 4, 11, 14, 15, 17, 20, 21, 24 and 32) GROSS PROFIT OPERATING EXPENSES (Notes 4, 10, 14, 15, 17, 21, 24 and 32) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit (gain) loss Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Government grant revenue (Note 4) Interest income (Notes 4, 24 and 32) Other income (Notes 4, 15, 24 and 32) (Loss) gain on financial products at fair value through profit or loss (Notes 4, 7 and 31) Finance costs (Notes 4, 15, 18, 24 and 32) Foreign exchange gain (loss), net (Notes 4 and 36) Other losses (Notes 4, 16 and 24) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 25) NET PROFIT FOR THE YEAR		2022 Amount % $ 97,180,969 100 93,066,492 96 4,114,477 4 341,301 - 2,550,428 3 695,423 1 (22,515) - 3,564,637 4 549,840 - 422,749 - 815,344 1 416,776 - (498,073) - (860,198) (1) 509,297 1 (95,872) - 710,023 1 1,259,863 1 678,167 1 581,696 -		2021
				Amount % $ 103,088,745 100 99,320,329 96 3,768,416 4 409,829 1 2,342,678 2 684,439 1 17,543 - 3,454,489 4 313,927 - 419,188 - 614,369 1 192,287 - 625,457 1 (640,338) (1) (28,155) - (21,603) - 1,161,205 1 1,475,132 1 377,685 - 1,097,447 1 (Continued)

-37-

TPK HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Notes 4 and 21) Unrealized valuation loss on investments in equity instruments at fair value through other comprehensive income (Notes 4, 8 and 22) Exchange differences arising on translation to the presentation currency (Notes 4 and 22) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations (Notes 4 and 22) Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 26) Basic Diluted		2022 Amount % $ 2,031 - (1,334,291) (1) 3,795,997 4 2,463,737 3 (626,220) (1) 1,837,517 2 $ 2,419,213 2 $ 543,738 - 37,958 - $ 581,696 - $ 2,361,155 2 58,058 - $ 2,419,213 2 $ 1.34 $ 1.34		2021
				Amount % $ 1,019 - (1,202,698) (1) (1,023,657) (1) (2,225,336) (2) 114,760 - (2,110,576) (2) $ (1,013,129) (1) $ 1,068,606 1 28,841 - $ 1,097,447 1 $ (1,038,265) (1) 25,136 - $ (1,013,129) (1) $ 2.63 $ 2.63

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

-38-

										Total Equity	$ 36,805,481		-	(406,664)	1,097,447		(2,110,576)		(1,013,129)		-	35,385,688		-	-	(609,996)	62,824		54,626	581,696		1,837,517		2,419,213	59,472	$ 37,371,827
								Non-controlling	Interests (Notes 4,	22, 27 and 28)	$ 125,650		-	-	28,841		(3,705)		25,136		-	150,786		-	-	-	-		51,551	37,958		20,100		58,058	59,472	$ 319,867
										Total	$ 36,679,831		-	(406,664)	1,068,606		(2,106,871)		(1,038,265)		-	35,234,902		-	-	(609,996)	62,824		3,075	543,738		1,817,417		2,361,155	-	$ 37,051,960
Equity Attributable to Owners of the Company	Other Equity	Unrealized	Valuation Gain	(Loss) on Financial	Assets at Fair	Retained Earnings Exchange Value Through	Unappropriated Differences on Other	Earnings Translating Comprehensive	Special Reserve (Notes 4, 8, 21 Foreign Operations Income (Notes 4, 8	(Note 22) and 22) (Notes 4 and 22) and 22)	$ - $ 304,010 $ (226,291) $ 1,083,190		- (97,405) - -	- (406,664) - -	- 1,068,606 - -		- 1,019 (905,192) (1,202,698)		- 1,069,625 (905,192) (1,202,698)		- 328,911 - (328,911)	- 1,198,477 (1,131,483) (448,419)		- (112,976) - -	189,610 (189,610) - -	- (609,996) - -	- - - -		- - - -	- 543,738 - -		- 2,031 3,149,677 (1,334,291)		- 545,769 3,149,677 (1,334,291)	- - - -	$ 189,610 $ 831,664 $ 2,018,194 $ (1,782,710)
									Legal Reserve	(Note 22)	$ 3,287,058		97,405	-	-		-		-		-	3,384,463		112,976	-	-	-		-	-		-		-	-	$ 3,497,439
									Capital Surplus	(Notes 4, 22 and 28)	$ 28,165,226		-	-	-		-		-		-	28,165,226		-	-	-	62,824		3,075	-		-		-	-	$ 28,231,125
									Share Capital	(Notes 4 and 22)	BALANCE AT JANUARY 1, 2021 $ 4,066,638	Appropriation of 2020 earnings	Legal reserve -	Cash dividends distributed by the Company -	Net profit for the year ended December 31, 2021 -	Other comprehensive income (loss) for the year ended	December 31, 2021, net of income tax -	Total comprehensive income (loss) for the year ended	December 31, 2021 -	Disposal of investments in equity instruments at fair value through	other comprehensive income -	BALANCE AT DECEMBER 31, 2021 4,066,638	Appropriation of 2021 earnings	Legal reserve -	Special reserve -	Cash dividends distributed by the Company -	Share options issued by the subsidiary -	Difference between consideration and carrying amount of the	subsidiary acquired or disposed -	Net profit for the year ended December 31, 2022 -	Other comprehensive income (loss) for the year ended	December 31, 2022, net of income tax -	Total comprehensive income (loss) for the year ended	December 31, 2022 -	Increase in non-controlling interests -	BALANCE AT DECEMBER 31, 2022 $ 4,066,638

-39-

TPK HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (reversed) recognized on trade receivables Net loss (gain) on fair value changes of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Gain on disposal of property, plant and equipment Loss on disposal of intangible assets Gain on lease modification Impairment loss recognized on non-financial assets Recognition of write-down of inventories Recognition of provisions Changes in operating assets and liabilities Decrease in trade receivables Increase in other receivables Decrease (increase) in inventories Increase in other current assets Decrease in notes and trade payables Increase (decrease) in other payables Decrease in provisions Increase (decrease) in other current liabilities Decrease in net defined benefit liabilities Cash generated from operations Interest received Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through profit or loss Proceeds from issuing financial liabilities at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Payments for intangible assets	2022 $ 1,259,863 4,079,867 31,495 (22,515) 74,560 860,198 (815,344) (168,647) 178 (181,598) 571 237,591 378,908 4,279,066 (1,990,956) 2,378,343 (547,770) (5,414,761) 4,300 (318,723) 110,847 (403) 4,235,070 554,863 (227,806) 4,562,127 (325,947) - 141,429 - (5,651,626) (220) 186,367 8,445 (18,584)	2021 $ 1,475,132 4,849,456 24,205 17,543 (327,520) 640,338 (614,369) (218,347) - (387) 309,277 70,418 72,216 340,580 (1,338,861) (2,505,522) (56,036) (918,400) (234,264) (379,741) (246,036) (384) 959,298 653,059 (96,164) 1,516,193 (497,542) 194,573 341,555 1,152,631 (423,390) (20,287) 379,767 (166) (21,470) (Continued)

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TPK HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Decrease (increase) in other assets Increase in prepayments for equipment Net cash inflow on acquisition of the subsidiary Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Repayments of the principal portion of lease liabilities Decrease in other non-current liabilities Dividends paid to owners of the Company Partial disposal of interests in the subsidiary without a loss of control Interest paid Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2022 $ 5,487 (1,048,411) 14,301 (6,688,759) 3,268,179 11,160,239 (9,539,965) 4,053 (614,173) (59,601) (609,996) 117,450 (646,425) 3,079,761 2,716,026 3,669,155 20,615,121 $ 24,284,276	2021 $ (3,779) (939,158) - 162,734 (284,453) 7,927,616 (8,677,818) 4,146 (831,386) (86,382) (406,664) - (467,217) (2,822,158) (845,097) (1,988,328) 22,603,449 $ 20,615,121

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

-41-

【附件四】

TPK Holding Co., LTD
盈餘分派表
2022年12月31日
	單位：美金元
期初未分配盈餘	70,898,419
確定福利計畫再衡量數認列於保留盈餘	66,103
調整後未分配盈餘	70,964,522
本期稅後淨利	19,109,449
減：提列法定盈餘公積	(1,910,945)
提列特別盈餘公積	(67,358,131)
本期可供分配盈餘	20,804,895
分派項目：
普通股現金股利－每股新台幣0.5元 (註1及2)	(6,769,831)
期末未分配盈餘	14,035,064

註 1 ：正確配發之現金股利之美金金額，依規定將以股東常會前一營業日之台灣銀行買入及賣出美金即期外匯收盤價之平均數計算為準，目前暫以 2023 年 1 月 31 日新台幣 30.035 元兌換 1 美元設算。
註 2 ：本次現金股利依本公司 2023 年 1 月 31 日流通在外股數 406,663,759 股計算。

補充資料每股現金股利 ( 新台幣元 ) 0.5 現金股利 ( 新台幣元 ) 203,331,880 現金股利 ( 美金元 ) 6,769,831

董事長：江朝瑞經理人：謝立群會計主管：林胡耀

==> picture [38 x 38] intentionally omitted <==

-42-

Exhibit 4

TPK Holding Co., Ltd. PROFIT DISTRIBUTION STATEMENT Year 2022

(Unit � $US)

Unappropriated retained earnings of previous year Remeasurement of defined benefit plan recognized in Retained Earnings Unappropriated retained earnings after adjustments Y2022 net profit after tax Less�10% legal reserve Special reserve Distributable net profit Distributable item� Cash dividend to shareholders �NT$ 0.5 per share(Note 1 and 2) The ending balance of unappropriated retained earnings	70,898,419 66,103
	70,964,522 19,109,449 (1,910,945) (67,358,131)
	20,804,895 (6,769,831)
	14,035,064

Note 1 � Exact amount of cash dividends denominated in USD will be calculated based upon the average spot rate for buying and selling published by the Bank of Taiwan between NTD and USD on the business day immediately prior to the date of the general meeting. The foreign exchange rate tentatively adopted is USD 1�NTD 30.035 on January 31, 2023.

Note 2 � The amount of cash dividend is calculated based upon total issued shares outstanding (406,663,759 shares) on January 31, 2023.

Supplementary Data�
Cash dividend per share (NTD)	0.5
Cash dividends (NTD)	203,331,880
Cash dividends (USD)	6,769,831

Chairman � Michael Chao-Juei Chiang Executive � Li-Chien Hsieh Accoutiing Manager � Hu-Yao Lin

-43-

【附件五】

董事會議事規則修訂前後條文對照表

	修正條文	現行條文
	(修改內容) 3.1.3.下列事項應提董事會討論，應在召集事由中列舉，不得以臨時動議提出：（1）本公司之營運計畫。（2）年度財務報告及半年度財務報告。但半年度財務報告依法令規定無須經會計師查核簽證者，不在此限。（3）訂定或修正內部控制制度，及內部控制制度有效性之考核。（4）訂定或修正取得或處分資產、從事衍生性商品交易、資金貸與他人、為他人背書或提供保證之重大財務業務行為之處理程序。（5）募集、發行或私募具有股權性質之有價證券。（6）董事長之選任或解任。（7）財務、會計或內部稽核主管之任免。（8）對關係人之捐贈或對非關係人之重大捐贈。但因重大天然災害所為急難救助之公益性質捐贈，得提下次董事會追認。（9）涉及董事自身利害關係之事項。（10）重大之資產或衍生性商品交易。（11）重大之資金貸與、背書或提供保證。（12）簽證會計師之委任、解任或報酬。（13）其他依法令或章程規定應由股東會決議或董事會決議事項或主管機關規定之重大事項。	(修改內容) 3.1.3.下列事項應提董事會討論，且除有突發緊急情事或正當理由外，應在召集事由中列舉，不得以臨時動議提出：（1）本公司之營運計畫。（2）年度財務報告及半年度財務報告。但半年度財務報告依法令規定無須經會計師查核簽證者，不在此限。（3）訂定或修正內部控制制度，及內部控制制度有效性之考核。（4）訂定或修正取得或處分資產、從事衍生性商品交易、資金貸與他人、為他人背書或提供保證之重大財務業務行為之處理程序。（5）募集、發行或私募具有股權性質之有價證券。（6）財務、會計或內部稽核主管之任免。（7）對關係人之捐贈或對非關係人之重大捐贈。但因重大天然災害所為急難救助之公益性質捐贈，得提下次董事會追認。（8）涉及董事自身利害關係之事項。（9）重大之資產或衍生性商品交易。（10）重大之資金貸與、背書或提供保證。（11）簽證會計師之委任、解任或報酬。（12）其他依法令或章程規定應由股東會決議或董事會決議事項或主管機關規定之重大事項。

-44-

(修改內容) 3.1.4.前項第八款所稱關係人，指證券發行人財務報告編製準則所規範之關係人；所稱對非關係人之重大捐贈，指每筆捐贈金額或一年內累積對同一對象捐贈金額達新臺幣一億元以上，或達最近年度經會計師簽證之財務報告營業收入淨額百分之一或實收資本額百分之五以上者。	(修改內容) 3.1.4.前項第七款所稱關係人，指證券發行人財務報告編製準則所規範之關係人；所稱對非關係人之重大捐贈，指每筆捐贈金額或一年內累積對同一對象捐贈金額達新臺幣一億元以上，或達最近年度經會計師簽證之財務報告營業收入淨額百分之一或實收資本額百分之五以上者。
(修改內容、增列修訂次數及日期) 3.15.本規範之訂定應經董事會同意，並提股東會報告。修正時經董事會同意後施行。本辦法經2010年1月8日第一次股東會通過後實施。第一次修訂，並經2010年4月12 日審計委員會及董事會通過。第二次修訂，並經2010年8月23 日審計委員會及董事會通過。第三次修訂，並經2013年3月13 日審計委員會及董事會通過。第四次修訂，並經2017年11月10 日審計委員會及董事會通過。第五次修訂，並經2020年2月21 日審計委員會及董事會通過。第六次修訂，並經2023年3月8 日審計委員會及董事會通過。	3.15.本規範之訂定應經董事會同意，並提股東會報告。未來如有修正得授權董事會決議之。本辦法經2010年1月8日第一次股東會通過後實施。第一次修訂，並經2010年4月12 日審計委員會及董事會通過。第二次修訂，並經2010年8月23 日審計委員會及董事會通過。第三次修訂，並經2013年3月13 日審計委員會及董事會通過。第四次修訂，並經2017年11月 10日審計委員會及董事會通過。第五次修訂，並經2020年2月21 日審計委員會及董事會通過。

(修改內容)
3.1.4.前項第八款所稱關係人，指證券發
行人財務報告編製準則所規範之
關係人；所稱對非關係人之重大捐
贈，指每筆捐贈金額或一年內累積
對同一對象捐贈金額達新臺幣一
億元以上，或達最近年度經會計師
簽證之財務報告營業收入淨額百
分之一或實收資本額百分之五以
上者。

(修改內容)
3.1.4.前項第七款所稱關係人，指證券
發行人財務報告編製準則所規
範之關係人；所稱對非關係人之
重大捐贈，指每筆捐贈金額或一
年內累積對同一對象捐贈金額
達新臺幣一億元以上，或達最近
年度經會計師簽證之財務報告
營業收入淨額百分之一或實收
資本額百分之五以上者。

(修改內容、增列修訂次數及日期)
3.15.本規範之訂定應經董事會同意，並
提股東會報告。修正時經董事會同
意後施行。
本辦法經2010年1月8日第一次股
東會通過後實施。
第一次修訂，並經2010年4月12
日審計委員會及董事會通過。
第二次修訂，並經2010年8月23
日審計委員會及董事會通過。
第三次修訂，並經2013年3月13
日審計委員會及董事會通過。
第四次修訂，並經2017年11月10
日審計委員會及董事會通過。
第五次修訂，並經2020年2月21
日審計委員會及董事會通過。
第六次修訂，並經2023年3月8
日審計委員會及董事會通過。

3.15.本規範之訂定應經董事會同意，
並提股東會報告。未來如有修正
得授權董事會決議之。
本辦法經2010年1月8日第一次
股東會通過後實施。
第一次修訂，並經2010年4月12
日審計委員會及董事會通過。
第二次修訂，並經2010年8月23
日審計委員會及董事會通過。
第三次修訂，並經2013年3月13
日審計委員會及董事會通過。
第四次修訂，並經2017年11月
10日審計委員會及董事會通過。
第五次修訂，並經2020年2月21
日審計委員會及董事會通過。

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Exhibit 5

Comparison Table of Amendments to the Rules of Board Meeting Procedures

Proposed Amendments Current Provisions
3.1.3. The following matters to be submitted 3.1.3. The following matters to be submitted for discussion at a board meeting for discussion at a board meeting shall be specified in the notice of the shall be specified in the notice of the reasons for convening a board reasons for convening a board meeting. None of those matters may meeting. None of those matters may be raised by an extemporary motion: be raised by an extemporary motion
(1) The Company's business plan. except in the case of an emergency or (2) Annual and semi-annual financial with other justified reason: reports, unless with the semi-annual (1) The Company's business plan. financial reports are not required under (2) Annual and semi-annual financial relevant laws and regulations to be reports, unless with the semi-annual audited and attested by a certified public financial reports are not required under accountant (CPA). relevant laws and regulations to be
(3) Adoption of or amendment to an internal audited and attested by a certified public control system and assessment on the accountant (CPA). effectiveness of the internal control (3) Adoption of or amendment to an internal system. control system and assessment on the
(4) Adoption of or amendment to any effectiveness of the internal control operating procedures for material system.
(4) Adoption of or amendment to any operating procedures for material financial or business transactions, such as the acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
financial or business transactions, such (4) Adoption of or amendment to any as the acquisition or disposal of assets, operating procedures for material derivatives trading, loaning of funds to financial or business transactions, such as others, and endorsements or guarantees the acquisition or disposal of assets, for others. derivatives trading, loaning of funds to
(5) The offering, issuance, or private others, and endorsements or guarantees placement of equity-type securities. for others.
(6) The election or discharge of chairman. (5) The offering, issuance, or private (7) The appointment or discharge of a placement of equity-type securities. financial, accounting, or internal audit (6) The appointment or discharge of a officer. financial, accounting, or internal audit
(8) A donation to a related party or a major officer. donation to a non-related party. provided (7) A donation to a related party or a major that a public-interest donation of disaster donation to a non-related party. provided relief that is made for a major natural that a public-interest donation of disaster disaster may be submitted to the relief that is made for a major natural following board meeting for disaster may be submitted to the confirmation. following board meeting for
(9) A matter bearing on the personal interest confirmation. of a director. (8) A matter bearing on the personal interest
(10) A material asset or derivatives of a director. transaction. (9) A material asset or derivatives

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Proposed Amendments	Current Provisions
(11) A material monetary loan, endorsement, or provision of guarantee. (12)Hiring or dismissal of an attesting CPA, or the compensation given thereto. (13)Any matter that, under laws and regulations or the articles of incorporation, must be approved by resolution at a shareholders’ meeting or board meeting, or any material matter as may be prescribed by the competent authority.	transaction. (10)A material monetary loan, endorsement, or provision of guarantee. (11) Hiring or dismissal of an attesting CPA, or the compensation given thereto. (12) Any matter that, under laws and regulations or the articles of incorporation, must be approved by resolution at a shareholders’ meeting or board meeting, or any material matter as may be prescribed by the competent authority.
3.1.4. The term "related party" in subparagraph8of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means an individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the financial report attested by a CPA for themost recentyear.	3.1.4. The term "related party" in subparagraph7of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means an individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the financial report attested by a CPA for themost recentyear.
3.15 The enactment of these Rules shall be subject to approval of the Board of Directors, and reported at a shareholders’ meeting. The amendments hereto, if any, shall be approvedby the Board of Directors. These Rules were implemented upon approval by 1st shareholders’ meeting on January 8, 2010. 1st amendments hereto were approved by the Audit Committee and Board of Directors on April 12, 2010. 2nd amendments hereto were approved by the Audit Committee and Board of Directors on August 23, 2010. 3rdamendmentshereto wereapproved	3.15 The enactment of these Rules shall be subject to approval of the Board of Directors, and reported at a shareholders’ meeting. The amendments hereto, if any, shall be resolvedby the Board of Directorswith authorization. These Rules were implemented upon approval by 1st shareholders’ meeting on January 8, 2010. 1st amendments hereto were approved by the Audit Committee and Board of Directors on April 12, 2010. 2nd amendments hereto were approved by the Audit Committee and Board of Directors on August 23,2010.

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	Proposed Amendments	Current Provisions
	by the Audit Committee and Board of Directors on March 13, 2013. 4th amendments hereto were approved by the Audit Committee and Board of Directors on November 10, 2017. 5th amendments hereto were approved by the Audit Committee and Board of Directors on February 21, 2020. 6th amendments hereto were approved by the Audit Committee and Board of Directors on March 8, 2023.	3rd amendments hereto were approved by the Audit Committee and Board of Directors on March 13, 2013. 4th amendments hereto were approved by the Audit Committee and Board of Directors on November 10, 2017. 5th amendments hereto were approved by the Audit Committee and Board of Directors on February 21, 2020.

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【附件六】

公司章程大綱及章程修訂前後條文對照表

公司章程大綱及章程修訂前後條文對照表	公司章程大綱及章程修訂前後條文對照表	公司章程大綱及章程修訂前後條文對照表	公司章程大綱及章程修訂前後條文對照表

	章程
	修訂條文		現行條文
22.1	在下列決議為股東會通過的情況下，於會議前或會議中，已以書面或口頭（並經記錄）通知公司其反對該項決議之意思表示，並於股東會投票反對或放棄表決權的股東，可請求公司以當時公平價格收買其所有之股份： (a)公司締結，修改或終止有關出租公司全部營業，委託經營或與他人經常共同經營的契約； (b)公司轉讓其全部或主要部分的營業或財產，但公司因解散所為的轉讓不在此限；或 (c)公司受讓他人全部營業或財產，對公司營運產生重大影響者。	22.1	在下列決議為股東會通過的情況下，於會議前已以書面通知公司其反對該項決議之意思表示，並在股東會上再次提出反對意見的股東，可請求公司以當時公平價格收買其所有之股份： (a)公司締結，修改或終止有關出租公司全部營業，委託經營或與他人經常共同經營的契約； (b)公司轉讓其全部或主要部分的營業或財產，但公司因解散所為的轉讓不在此限；或 (c)公司受讓他人全部營業或財產，對公司營運產生重大影響者。
22.2	在公司擬進行分割、合併、股份轉換或概括承受或概括讓與財產或負債的情況下，在股東會前或股東會中以書面或口頭（並經記錄）表示異議，並於股東會投票反對或放棄表決權的股東，得要求公司以當時公平價格收買其所有之股份。	22.2	在公司擬進行分割、合併、股份轉換或概括承受或概括讓與財產或負債的情況下，放棄對該議案之表決權並就該議案在股東會前或股東會中以書面表示異議，或以口頭表示異議（並經記錄）的股東，得要求公司以當時公平價格收買其所有之股份。
(條號調整) 22.4依第22.1 條及第22.2 條於股東會投票反對或放棄表決權之股東，得向公司請求收買其所有之股份，在公司未能在決議日起60 日內與股東達成協議的情況下，公司應在該 60 日期限之後的30 日內，以全體未達成協議的異議股東為相對人，聲請中華民國有管轄權的法院		22.3	(後段)在公司未能在決議日起60 日內與股東達成協議的情況下，公司應在該60 日期限之後的30 日內，以全體未達成協議的異議股東為相對人，聲請中華民國有管轄權的法院（為上述目的及在合於相關法律之情形下，應包括臺灣臺北地方法院），為股份收買價格之裁定，該法院所作出的

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	（為上述目的及在合於相關法律之情形下，應包括臺灣臺北地方法院），為股份收買價格之裁定，該法院所作出的裁定對於公司和提出請求的股東之間僅就有關股份收買價格之事項具有拘束力和終局性。	裁定對於公司和提出請求的股東之間僅就有關股份收買價格之事項具有拘束力和終局性。
22.5	依第22.1條及第22.2條放棄表決權之股份數，不算入已出席股東之表決權數。	(本條新增)
	決權數。
(條號調整) 22.6 縱有第22.3 條及第22.4條之規定，本條之規定未限制或禁止股東依據開曼公司法第238條之規定，於其對合併表示異議時，請求支付其股份公平價格。		22.3(後段)縱有第22.3條之規定，本條之規定未限制或禁止股東依據開曼公司法第238 條之規定，於其對合併表示異議時，請求支付其股份公平價格。
(條號調整) 22.7前述股份收買價格的支付應與股票的交付同時為之，且股份的移轉應於受讓人之姓名登錄於股東名冊時生效。		22.4前述股份收買價款的支付應與股票的交付同時為之，且股份的移轉應於受讓人之姓名登錄於股東名冊時生效。
30.5董事對於董事會議討論之事項有直接或間接利害關係者，應於該董事會說明其自身利害關係之性質及重要內容。於公司擬進行第22.1條及第22.2 條交易或依相關法律進行其他併購時，董事就該等交易有自身利害關係時，應依相關法律向董事會及股東會說明其與併購交易自身利害關係之重要內容及贊成或反對該等交易之理由，公司並應於股東會召集事由中敘明董事利害關係之重要內容及贊成或反對併購決議之理由，其內容得置於中華民國證券主管機關或公司指		30.5 董事對於董事會議討論之事項有直接或間接利害關係者，應於該董事會說明其自身利害關係之性質及重要內容。於公司擬進行第 22.1條及第22.2條交易或依相關法律進行其他併購時，董事就該等交易有自身利害關係時，應依相關法律向董事會及股東會說明其與併購交易自身利害關係之重要內容及贊成或反對該等交易之理由。董事之配偶、二親等內血親，或與董事具有控制從屬關係之公司，就前述會議討論之事項有利

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	定之網站，並應將其網址載明於通知。董事之配偶、二親等內血親，或與董事具有控制從屬關係之公司，就前述會議討論之事項有利害關係者，視為董事就該事項有自身利害關係。	害關係者，視為董事就該事項有自身利害關係。

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Exhibit 6

Comparison Table of Amendments to the Amended and Restated Memorandum and Articles of Association


Amended and Restated Memorandum of Association
Proposed Amendments			Current Provisions
1.2 In the Articles: (omitted) (h) Sections8 and 19(3) of the Electronic Transactions Act shall not apply.		1.2	In the Articles: (omitted) (h) Section 8 and 19(3) of the Electronic Transactions Act shall not apply.
22.1	In the event any of the following resolutions is adopted at general meetings, any Member who has notified the Company in writingor verbally (with a record)of his/her/its objection to such a resolution prior to or duringthe meeting and hasvoted against or abstained from voting on such matterat the meeting, may request the Company to buy back all of his/her Shares at the then prevailing fair price: (a)The Company enters into, amends, or terminates any agreement for any contract for lease of the Company's business in whole, or the delegation of management of the Company’s business to other or the regular joint operation of the Company with others; (b)The Company transfers the whole or a material part of its business or assets, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company; or (c)The Company accepts the transfer of the whole business or assets of another person, which has a material effect on the Company’s business operations.	22.1	In the event any of the following resolutions is adopted at general meetings, any Member who has notified the Company in writing of his objection to such a resolution prior to the meeting and hasraised again his/her objectionat the meeting, may request the Company to buy back all of his/her Shares at the then prevailing fair price: (a)The Company enters into, amends, or terminates any agreement for any contract for lease of the Company's business in whole, or the delegation of management of the Company’s business to other or the regular joint operation of the Company with others; (b)The Company transfers the whole or a material part of its business or assets, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company; or (c)The Company accepts the transfer of the whole business or assets of another person, which has a material effect on the Company’s business operations.
22.2	In the event the Company proposes to undertakeaSpinOff,Merger, Share	22.2	In the event the Company proposes to undertakeaSpinOff,Merger, Share

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	Amended and Restated Memorandum of Association	Amended and Restated Memorandum of Association	Amended and Restated Memorandum of Association
	Proposed Amendments		Current Provisions
	Swap or acquire or transfer assets and liabilities by way of general assumption or transfer, the Member, who has expressed his/her/itsdissent therefor in writing or verbally (with a record) before or during the general meetingand voted against or abstain from voting on such matter, may request the Company to buy back all of his/her Shares at the then prevailingfairprice.		Swap or acquire or transfer assets and liabilities by way of general assumption or transfer, the Member, who has forfeited his right to vote on such matter andexpressed his dissent therefor,in writing or verbally (with a record) before or during the general meeting, may request the Company to buy back all of his/her Shares at the then prevailing fair price.
22.4	The dissenting Member who has voted against or abstained from voting in accordance with Articles 22.1 and 22.2 may request the Company to purchase all of such dissenting Member's Shares.In the event the Company fails to reach such agreement with the Member within sixty days after the resolution date, the Company shall, within thirty days after such sixty-day period, file a petition to any competent court of the R.O.C. which, for these purposes and to the extent permitted by applicable laws, shall include the Taipei District Court, against all the dissenting Members with whom no agreement on the price of shares has been reached for a ruling on the appraisal price, and such ruling by such R.O.C. court shall be binding and conclusive as between the Company and requested Member solely with respect totheappraisalprice.	22.3	(omitted) In the event the Company fails to reach such agreement with the Member within sixty days after the resolution date, the Company shall, within thirty days after such sixty-day period, file a petition to any competent court of the R.O.C. which, for these purposes and to the extent permitted by applicable laws, shall include the Taipei District Court, against all the dissenting Members with whom no agreement on the price of shares has been reached for a ruling on the appraisal price, and such ruling by such R.O.C. court shall be binding and conclusive as between the Company and requested Member solely with respect to the appraisal price.
22.5	Shares that have been abstained from voting in accordance with Articles 22.1 and 22.2 shall not be counted in the number of votes casted by the Members at a general meeting.	(Newly added)
22.6	Notwithstanding the provisions under Articles22.3and 22.4, nothing under this Article shall restrict or prohibit a Member fromexercisinghisright	22.3 (omitted) Notwithstanding theabove provisions under this Article 22.3, nothing under this Article shall restrictorprohibit a Member from

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	Amended and Restated Memorandum of Association	Amended and Restated Memorandum of Association
	Proposed Amendments	Current Provisions
	under section 238 of the Statute to payment of the fair value of his shares upon dissenting from a merger or consolidation.	exercising his right under section 238 of the Statute to payment of the fair value of his shares upon dissenting from a mergerorconsolidation.
22.7	Theaforementionedpayment of appraisal price shall be made at the same time as the delivery of Share Certificates, and transfer of such Shares shall be effective at the time when the transferee’s name is entered on theRegisterof Members.	22.4The payment of appraisal price shall be made at the same time as the delivery of Share Certificates, and transfer of such Shares shall be effective at the time when the transferee’s name is entered on the Registerof Members.
30.5	A Director who is directly or indirectly interested in any matter under discussion at a meeting of the Directors shall declare the nature and the essential contents of such interest at the relevant meeting of the Directors. If the Company proposes to enter into any transaction specified in Articles 22.1 and 22.2 or effect other forms of mergers and acquisitions in accordance with the applicable laws, a director who has a personal interest in such transaction shall, in accordance with the applicable laws, declare at the relevant meeting of the Directors and the general meeting the essential contents of such personal interest and explain the reason he believes the transaction is advisable or not advisable.The Company shall, in the notice of a general meeting, disclose the essential contents of such Director's personal interest and the reason why such Director believes that the transaction is advisable or not advisable. The essential contents of the above matters may be uploaded onto the website designated by the R.O.C. securities competent authorities or the Company, and the Company shall specify the link to the website in the notice of the relevant general meeting.	30.5 A Director who is directly or indirectly interested in any matter under discussion at a meeting of the Directors shall declare the nature and the essential contents of such interest at the relevant meeting of the Directors. If the Company proposes to enter into any transaction specified in Articles 22.1 and 22.2 or effect other forms of mergers and acquisitions in accordance with the applicable laws, a director who has a personal interest in such transaction shall, in accordance with the applicable laws, declare at the relevant meeting of the Directors and the general meeting the essential contents of such personal interest and explain the reason he believes the transaction is advisable or not advisable. Where the spouse, a blood relative within the second degree of kinship of a Director, or any company which has a controlling or subordinate relation with a Director has a personal interests in the matters under discussion at a meeting of the Directors in the preceding paragraph, such Director shall be deemed to have a personal interest in the matter.

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Amended and Restated Memorandum of Association	Amended and Restated Memorandum of Association
Proposed Amendments	Current Provisions
Where the spouse, a blood relative within the second degree of kinship of a Director, or any company which has a controlling or subordinate relation with a Director has a personal interests in the matters under discussion at a meeting of the Directors in the preceding paragraph, such Director shall be deemed to have a personal interest in the matter.

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8.4 ��
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10.5 ��
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(g) ��
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16.5 ��
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(d) �� (e)(i) �� (ii) �� (iii) �� (iv) �� (f) �� (g) �� (h) �� / �� / �� 35 �� (i) ��

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19 ��
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22 ��
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24 ��

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27 ��

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  - ���������������������������������� �� 30 ������������������������������� ���������������������������������� ���������������������������������� ��������������������������

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– �� –

-81-

Exhibit 6

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

TPK Holding Co., Ltd.

Incorporated November 21, 2005 -

(as adopted by a Special Resolution dated as of June 6, 2023)

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THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

TPK Holding Co., Ltd.

(as adopted by a Special Resolution dated as of June 6, 2023)

1 The name of the Company is TPK Holding Co., Ltd.
2 The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands, or at such other place as the Directors may from time to time decide.
3 The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act (As Revised) or as the same may be revised from time to time, or any other law of the Cayman Islands.
4 The liability of each Member is limited to the amount from time to time unpaid on such Member's shares.
5 The authorised capital of the Company is New Taiwan Dollars $6,000,000,000, divided into 600,000,000 shares of New Taiwan Dollars $10.00 each, provided always that subject to the provisions of the Companies Act (As Revised) as amended and the Articles of Association, the Company shall have power to redeem or purchase any or all of such shares and to sub-divide or consolidate the said shares of any of them and to issue all or any part of its capital whether priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be

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Ordinary, Preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

6 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
7 Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company.

�� Remainder of Page Intentionally Left Blank –

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THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

TPK Holding Co., Ltd.

(as adopted by a Special Resolution dated as of June 6, 2023)

1 Interpretation

1.1 In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:
“ Applicable Public Company Rules ”

“ Annual Net Income ”

" Articles "

"Communication Facilities "

" Company "

" Directors "

means the R.O.C. laws, rules and regulations affecting public reporting companies or companies listed on any R.O.C. stock exchange or securities market, including, without limitation, the relevant provisions of the Company Law, Securities and Exchange Law, the Enterprise Mergers and Acquisitions Law, the rules and regulations promulgated by the Ministry of Economic Affairs, the rules and regulations promulgated by the FSC, the rules and regulations promulgated by the TWSE and the Acts Governing Relations Between Peoples of the Taiwan Area and the Mainland Area and its relevant regulations.

means the audited annual net profit of the Company in respect of the applicable year.

means these articles of association of the Company.

shall mean video, video-conferencing, internet or online -conferencing and/or any other video-communication facilities permitted under the Applicable Public Company Rules.

means the above named company.

means the directors for the time being of the Company (which, for clarification, includes any and all

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" Dividend "

" Electronic Record "
" Electronic Transactions

Act "

Independent Director(s)). includes an interim dividend.

has the same meaning as in the Electronic Transactions Act.

means the Electronic Transactions Act (As Revised) of the Cayman Islands.

“ FSC ” means the Financial Supervisory Commission of the R.O.C.

“ Independent Directors ”
" Market Observation

Post System "

" Member "
" Memorandum "
“ Merger ”
" Non TWSE-Listed or TPEx-Listed Company " " Ordinary Resolution "

"Paid-in Capital"

" Private Placement "
means the Directors who are elected by the Members as “Independent Directors” for the purpose of the Applicable Public Company Rules which are in force from time to time.
means the public company reporting system maintained by the TWSE, via http://newmops.twse.com.tw/.

has the same meaning as in the Statute.

means the memorandum of association of the Company.

participating in such transaction are dissolved, and a new company is incorporated to generally assume all rights and obligations of the dissolved companies or (ii) all but one company participating in such transaction are dissolved, and the surviving company generally assumes all rights and obligations of the dissolved companies, and in each case the consideration for the transaction being the shares of the surviving or newly incorporated company or any other company, cash or other assets.

refers to a company whose shares are neither listed on the TWSE (defined below) nor the Taipei Exchange. means a resolution passed by a simple majority of votes cast by the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting.

means the amount calculated by the par value of the total outstanding Shares of the Company.

means, when the shares are listed on the TWSE, the

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private placement by the Company of shares or other securities of the Company to any qualified specific person(s) as permitted under and in accordance with the Applicable Public Company Rules.

" Register of Members "

" Registered Office "

“ R.O.C. ”
" Seal "
" Share " and " Shares "
" Share Certificate" and “Share Certificates”
" Share Swap "

" Solicitor "

" Special Resolution "
“ Spin-off ”
means the register maintained in accordance with the Statute and includes (except where otherwise stated) any duplicate Register of Members.
means the registered office for the time being of the Company.
means the Republic of China.
means the common seal of the Company and includes every duplicate seal.
means a share or shares in the Company.
means a certificate or certificates representing a Share or Shares.

refers to an act wherein the shareholders of a company transfer all of the company's issued shares to another company, such company issue its shares or pays cash or other property to the shareholders of the first company as consideration for the transfer in accordance with the Applicable Public Company Rules.

means any Member, a trust enterprise or a securities agent mandated by Member(s) who solicits an instrument of proxy from any other Member to appoint him/it as a proxy to attend and vote at a general meeting instead of the appointing Member pursuant to the Applicable Public Company Rules.

means a resolution passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as special resolution has been duly given.

refers to an act wherein a transferor company transfers all or part of its independently operated business to an existing or a newly incorporated company and that

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existing transferee company or newly incorporated transferee company issues shares, or pays cash or other property to the transferor company or to shareholders of the transferor company as consideration in accordance with the Applicable Public Company Rules.

" Statute "
“ Subsidiary ” and
“ Subsidiaries ”

“ Supermajority Resolution ”

“TDCC”

"Treasury Shares"

“TWSE”

"Virtual Meeting"

means the Companies Act (As Revised) of the Cayman Islands.

means (i) a subordinate company in which the total number of voting shares or total share equity held by the Company represents more than one half of the total number of issued voting shares or the total share equity of such subordinate company; or (ii) a company in which the total number of shares or total share equity of that company held by the Company, its subordinate companies and its controlled companies, directly or indirectly, represents more than one half of the total number of issued voting shares or the total share equity of such company.

means (i) a resolution adopted by a majority vote of the Members present and entitled to vote on such resolution at a general meeting attended in person or by proxy by Members who represent two-thirds or more of the total outstanding Shares of the Company or (ii) if the total number of Shares represented by the Members present at the general meeting is less than two-thirds of the total outstanding Shares of the Company, but more than half of the total outstanding Shares of the Company, a resolution adopted at such general meeting by the Members who represent two-thirds or more of the Shares present and entitled to vote on such resolution. means the Taiwan Depository & Clearing Corporation. means a Share held in the name of the Company as a treasury share in accordance with the Statute and the Applicable Public Company Rules.

means the Taiwan Stock Exchange Corporation.

shall mean any general meeting of the Members at

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which the Members (and any other permitted participants of such meeting, including, without limitation, the Chairman of such meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.

1.2 In the Articles:
(a) words importing the singular number include the plural number and vice versa;
(b) words importing the masculine gender include the feminine gender;
(c) words importing persons include corporations;
(d) "written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;
(e) references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;
(f) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(g) headings are inserted for reference only and shall be ignored in construing the Articles; and
(h) Sections 8 and 19(3) of the Electronic Transactions Act shall not apply.

2 Commencement of Business

2.1 The business of the Company may be commenced as soon after incorporation as the Directors shall see fit.
2.2 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

3 Issue of Shares

3.1 Subject to the provisions, if any, in the Statute, the Memorandum, the Articles and Applicable Public Company Laws (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and the Company shall have power to redeem or purchase any or all of such Shares and to sub-divide or consolidate the said Shares of any of them and to issue all or any part of its capital whether priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and

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so that unless the conditions of issue shall otherwise expressly provide, every issue of Shares whether stated to be Ordinary, Preference or otherwise, shall be subject to the powers on the part of the Company hereinbefore provided.

3.2 The Company shall not issue Shares to bearer.
3.3 The Company shall not issue any unpaid Shares or partly paid-up Shares.
4 Register of Members
4.1 The Directors shall keep, or cause to be kept, the Register of Members at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register of Members shall be kept at the Office.
4.2 If the Directors consider it necessary or appropriate, the Company may establish and maintain a branch register or registers of members at such location or locations within or outside the Cayman Islands as the Directors think fit. The principal register and the branch register(s) shall together be treated as the Register of Members for the purposes of the Articles.
4.3 For so long as any Shares are traded on the TWSE, the record of the shareholders of the Company maintained by TDCC shall be a branch register.
5 Closing Register of Members or Fixing Record Date
5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend, or in order to make a determination of Members for any other purpose, the Directors shall determine the period that the Register of Members shall be closed for transfers and such period shall not be less than the minimum period of time as prescribed by the Applicable Public Company Rules.
5.2 Subject to Article 5.1 hereof, in lieu of, or apart from, closing the Register of Members, the Directors may fix a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or in order to make a determination of Members for any other purpose. In the event the Directors designate a record date in accordance with this Article 5.2 the Directors shall make a public announcement of such record date via the Market Observation Post System in accordance with the Applicable Public Company Rules.
5.3 The rules and procedures governing the implementation of book closed periods, including notices to Members in regard to book closed periods, shall be in accordance with policies adopted by the Directors from time to time, which policies shall be in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules.

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6 Share Certificates

6.1 Subject to the provisions of the Statute, the Company shall issue Shares without printing Share Certificates for the Shares issued, and the details regarding such issue of Shares shall be recorded by TDCC in accordance with the Applicable Public Company Rules. A Member shall only be entitled to a Share Certificate if the Directors resolve that Share Certificates shall be issued. Share Certificates, if any, shall be in such form as the Directors may determine. Share Certificates shall be signed by one or more Directors authorised by the Directors. The Directors may authorise Share Certificates to be issued with the authorised signature(s) affixed by mechanical process. All Share Certificates shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All Share Certificates surrendered to the Company for transfer shall be cancelled and subject to the Articles. No new Share Certificate shall be issued until the former Share Certificate representing a like number of relevant Shares shall have been surrendered and cancelled.
6.2 In the event that the Directors resolve that Share Certificates shall be issued pursuant to Article 6.1 hereof, the Company shall deliver the Share Certificates to the subscribers within thirty days from the date such Share Certificates may be issued pursuant to the Statute, the Memorandum, the Articles and the Applicable Public Company Rules, and shall make a public announcement prior to the delivery of such Share Certificates pursuant to the Applicable Public Company Rules.
6.3 If a Share Certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old Share Certificate.

7 Preferred Shares

7.1 The Company may issue Shares with rights which are preferential to those of ordinary Shares issued by the Company (“ Preferred Shares ”) with the approval of a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors and with the approval of a Special Resolution.
7.2 Prior to the issuance of any Preferred Shares approved pursuant to Article 7.1 hereof, the Articles shall be amended to set forth the rights and obligations of the Preferred Shares, including but not limited to the following terms, and provided that such rights and obligations of the Preferred Shares shall not contradict the mandatory provisions of Applicable Public Company Rules regarding the rights and obligations of such Preferred Shares, and the same shall apply to any variation of rights of Preferred Shares:

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(a) Order, fixed amount or fixed ratio of allocation of Dividends and bonus on Preferred Shares;
(b) Order, fixed amount or fixed ratio of allocation of surplus assets of the Company;
(c) Order of or restriction on the voting right(s) (including declaring no voting rights whatsoever) of preferred Members;
(d) Other matters concerning rights and obligations incidental to Preferred Shares; and
(e) The method by which the Company is authorized or compelled to redeem the Preferred Shares, or a statement that redemption rights shall not apply.
8 Issuance of New Shares
8.1 The issue of new Shares of the Company shall be approved by a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors. The issue of new Shares shall at all times be subject to the sufficiency of the authorised capital of the Company.
8.2 Unless otherwise resolved by the Members in general meeting by Ordinary Resolution, where the Company increases its capital by issuing new Shares for cash, after allocation of the Public Offering Portion (as defined below) and the Employee Subscription Portion (as defined below), the Company shall make a public announcement and notify each Member that he/she/it is entitled to exercise a pre-emptive right to purchase his/her/its pro rata portion of any remaining new Shares issued in the capital increase in cash. A waiver of such pre-emptive right may be approved at the same general meeting where the subject issuance of new Shares is approved by the Members. The Company shall state in such announcement and notices to the Members that if any Member fails to purchase his/her/its pro rata portion of the newly-issued Shares within the prescribed period, such Member shall be deemed to forfeit his/her/its pre-emptive right to purchase the newly-issued Shares. In the event that Shares held by a Member are insufficient for such Member to exercise the pre-emptive right to purchase one newly-issued Share, Shares held by several Members may be calculated together for joint purchase of newly-issued Shares or for purchase of newly-issued Shares in the name of a single Member pursuant to the Applicable Public Company Rules. If the total number of the new Shares to be issued has not been fully subscribed by the Members within the prescribed period, the Company may offer any un-subscribed new Shares to be issued to the public in Taiwan or to specific person or persons according to the Applicable Public Company Rules. If any person who has subscribed the new shares but fails to pay when due the subscription price in full within the payment period as determined by the Company, the Company shall fix a period of no less than one month and call for payment of the subscription or the Company may declare a forfeiture of the subscription. No forfeiture of the

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subscription shall be declared as against any such person unless the amount due thereon shall remain unpaid for such period after such demand has been made. Notwithstanding the provisions of the preceding sentence, forfeiture of the subscription may be declared without the demand process if the payment period for subscription price set by the Company is one month or longer. Upon forfeiture of the subscription, the shares that remain unsubscribed shall be offered for subscription in such manner as is consistent with the Applicable Public Company Rules.

8.3 Where the Company increases its capital in cash by issuing new Shares in Taiwan, the Company shall allocate 10% of the total amount of the new Shares to be issued, for offering in Taiwan to the public unless it is not necessary or appropriate, as determined by the Directors according to the Applicable Public Company Rules and/or the instruction of the FSC or TWSE, for the Company to conduct the aforementioned public offering; provided however, if a percentage higher than the aforementioned 10% is resolved by a general meeting to be offered, the percentage determined by such resolution shall prevail ("Public Offering Portion"). The Company may also reserve 10% to 15% of such new shares for subscription by the employees of the Company and its Subsidiaries (the "Employee Subscription Portion"). The Company may prohibit such employees from transferring the shares so subscribed within a certain period; provided, however, that such a period cannot be more than two years.
8.4 Members’ rights to subscribe for newly-issued Shares may be transferred independently from the Shares from which such rights are derived. The rules and procedures governing the transfer of rights to subscribe for newly-issued Shares shall be in accordance with policies established by the Company from time to time, which policies shall be in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules.
8.5 The pre-emptive right of Members provided under Article 8.2 shall not apply in the event that new Shares are issued due to the following reasons or for the following purposes: (a) in connection with a Merger with another company, the Spin-off of the Company, a Share Swap, or pursuant to any reorganization of the Company; (b) in connection with meeting the Company’s obligations under Share subscription warrants and/or options, including those referenced in Article 11; (c) in connection with meeting the Company’s obligations under convertible bonds or corporate bonds vested with rights to acquire Shares; (d) in connection with meeting the Company’s obligations under Preferred Shares vested with rights to acquire Shares; (e) in connection with a Private Placement; or (f) in connection with the issue of Restricted Shares in accordance with Article 8.7.

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8.6 The periods of notice and other rules and procedures for notifying Members and implementing the exercise of the Members’ pre-emptive rights shall be in accordance with policies established by the Directors from time to time, which policies shall be in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules.
8.7 The Company may issue new Shares with restricted rights ("Restricted Shares") solely to employees of the Company and its Subsidiaries by Supermajority Resolution provided that Article 8.3 shall not apply. The terms of issue of Restricted Shares, including but not limited to the number, issue price and other related matters, shall comply with the Applicable Public Company Rules.

9 Transfer of Shares

9.1 Subject to the Statute and the Applicable Public Company Rules, Shares issued by the Company shall be freely transferable, provided that any Shares reserved for issuance to the employees of the Company may be subject to transfer restrictions for a period of not longer than two years, in each case as the Directors may determine in their discretion.
9.2 Subject to the requirements of the applicable laws of the Cayman Islands, transfers of uncertificated Shares which are traded on the TWSE may be effected by any method of transferring or dealing in securities introduced by TWSE or operated in accordance with the Applicable Public Companies Rules as appropriate and which have been approved by the Board for such purpose.
9.3 The Board may, subject to the applicable laws of the Cayman Islands and if so permitted, allow shares of any class in the Company held in uncertificated form to be transferred without an instrument of transfer by means of a relevant system, including that of the TDCC. Regarding Shares held in uncertificated form, the Company shall, by notice, require the holder of that uncertified Share to give instructions, or appoint a person to give instructions, necessary to transfer title to that Share by means of the relevant system pursuant to the applicable regulations, the facilities and the requirements of the relevant system; provided that such instructions shall be subject always to these Articles and the laws of the Cayman Islands and the Applicable Public Company Rules.

10 Repurchase of Shares

10.1 Subject to the provisions of the Statute, the Memorandum, the Articles and the Applicable Public Company Rules, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, repurchase its own Shares (including any redeemable shares). In the event that the Company proposes to purchase any Share listed on the TWSE pursuant to this Article, the approval of the Board and the implementation thereof should be reported to the

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Members at the next general meeting in accordance with the Applicable Public Company Rules. Such reporting obligation shall also apply even if the Company does not implement the proposal to purchase its Shares listed on the TWSE for any reason.

10.2 The Company may make a payment in respect of the repurchase of its own Shares in any manner permitted by the Statute and the Applicable Public Company Rules.
10.3 Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) shall be cancelled immediately or held as Treasury Shares at the discretion of the Directors.
10.4 No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's assets (including any distribution of assets to Members on a winding up of the Company) may be made to the Company in respect of a Treasury Share.
10.5 After the Company purchases the Shares listed on the TWSE, any proposal to transfer Treasury Shares to any employee of the Company and its Subsidiaries by the Company at a price below the average repurchase price paid by the Company for Shares repurchased by the Company pursuant to the Board resolution which approved the repurchase of the relevant Treasury Share (the "Average Purchase Price") shall be approved by a resolution passed by two-thirds or more of the Members present at the general meeting who represent a majority of the total number of the Company's outstanding Shares as at the date of such general meeting. The notice of the general meeting shall list and explain the following matters, which may not be made by an ad hoc motion:
(a) the basis of and justification for the reasonableness of the determined transfer price and the discount to the Average Purchase Price and the calculation thereof;
(b) the number of shares to be transferred, the purpose of the share transfer and justification of the reasonableness of the share transfer;
(c) any conditions attaching to the transfer, including but not limited to the employees qualified for the purchase and the number of Shares that the employees may purchase; and
(d) any effect of the transfer on rights of the Members, including:
- (i) the dilutive effect which the transfer will have on other Members of the Company; and
- (ii) any financial burden to the Company caused by a transfer of Treasury Shares to employees at a price lower than the Average Purchase Price.

The aggregate number of Treasury Shares to be transferred to employees pursuant to this Article shall not exceed five percent of the Company's total issue and outstanding shares as at the date of transfer of any Treasury Shares and the aggregate number of Treasury

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Shares transferred to any individual employee shall not exceed 0.5 percent of the Company's total issued and outstanding shares as at the date of transfer of any Treasury Shares to such employee. The Company may impose restrictions on the transfer of such Shares by the employees for a period of no more than two years.

10.6 Subject to the Articles and the Applicable Public Company Rules, the Board may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper.
10.7 The repurchase of the Company's own Shares shall be in accordance with the applicable ROC securities laws and regulations and the Applicable Public Company Rules.
11 Employee Incentive Programme
11.1 Notwithstanding Article 8.7 in relation to the Restricted Shares, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, adopt one or more incentive programmes and may issue Shares or options, warrants or other similar instruments, to employees of the Company and its Subsidiaries. The rules and procedures governing such incentive programme(s) shall be in accordance with policies established by the Directors from time to time in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules.
11.2 Options, warrants or other similar instruments issued in accordance with Article 11.1 above are not transferable save by inheritance.
11.3 The Company may enter into share option agreements with employees of the Company and the employees of its Subsidiaries in relation to the incentive programme approved pursuant to Article 11.1 above, whereby employees may subscribe, within a specific period of time, a specific number of the Shares. The terms and conditions of such agreements shall be no less restrictive on the relevant employee than the terms specified in the applicable incentive programme.
11.4 Directors of the Company and its Subsidiaries shall not be eligible for the Restricted Shares issued under Article 8.7 or the employee incentive programmes under this Article 11, provided that directors who are also employees of the Company or its Subsidiaries may subscribe for Restricted Shares or participate in an employee incentive programme in their capacity as an employee and not as a director of the Company or its Subsidiaries.

12 Variation of Rights of Shares

12.1 If at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied with the sanction of a Special Resolution passed at a general meeting of the holders of the

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Shares of that class. Notwithstanding the foregoing, if any modification or alteration in the Articles is prejudicial to the preferential rights of any class of Shares, such modification or alteration shall be adopted by a Special Resolution and shall also be adopted by a Special Resolution passed at a separate meeting of Members of that class of Shares.

12.2 The provisions of the Articles relating to general meetings shall apply to every class meeting of the holders of the same class of the Shares.
12.3 The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

13 Transmission of Shares

13.1 If a Member dies, the survivor or survivors where he was a joint holder, or his legal personal representatives where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest. The estate of a deceased Member is not thereby released from any liability in respect of any Share which had been jointly held by him.
13.2 Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any way other than by transfer) shall give written notice to the Company and, upon such evidence being produced as may from time to time be required by the Directors, may elect, by a notice in writing sent by him, either to become the holder of such Share or to have some person nominated by him become the holder of such Share.

14 Amendments of Memorandum and Articles of Association and Alteration of Capital

14.1 Subject to the provisions of the Statute and the provisions of these Articles as regards the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:
(a) change its name;
(b) alter or add to these Articles;
(c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
(d) reduce its share capital and any capital redemption reserve fund;
(e) increase its authorised share capital by such sum as the resolution shall prescribe or cancel any Shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person, provided that in the event of any change to its

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authorised share capital, the Company shall also procure the amendment of its Memorandum by the Members to reflect such change; and

(f) issue securities by way of Private Placement within the territory of the R.O.C in accordance with the Applicable Public Company Rules.
14.2 Subject to the provisions of the Statute, the Applicable Public Company Rules and Article 14.3 of these Articles, the Company shall not, without a Supermajority Resolution:
(a) sell, transfer or lease of whole business of the Company or other matters which has a material effect on the Members’ rights and interests;
(b) discharge or remove any Director;
(c) approve any action by one or more Director(s) who is engaging in business conduct for him/herself or on behalf of another person that is within the scope of the Company's business;
(d) effect any capitalization of distributable Dividends and/or bonuses and/or any other amount prescribed under Article 35 hereof, or make distributions, in the form of new Shares or cash, to the Members out of the capital reserve derived from the share premium and income from endowments received by the Company;
(e) effect any Merger, Spin-off or Share Swap, provided that any Merger which falls within the definition of “merger and/or consolidation” under the Statute shall also be subject to the requirements of the Statute;
(f) enter into, amend, or terminate any agreement for lease of the Company's whole business, or for entrusted business, or for frequent joint operation with others;
(g) transfer its business or assets, in whole or in any essential part, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company; or
(h) acquire or assume the whole business or assets of another person, which has material effect on the Company’s operation.
14.3 Subject to the provisions of the Statute and the Applicable Public Company Rules, the Company shall not, without passing a resolution adopted by a majority of not less than two-thirds of the total number of votes represented by the issued shares in the Company:
(a) enter into a Merger, in which the Company is not the surviving company and is proposed to be struck-off and thereby dissolved, which results in a delisting of the Shares on the TWSE, and the surviving or newly incorporated company is a Non TWSE-Listed or TPEx-Listed Company;
(b) make a general transfer of all the business and assets of the Company, which results in a delisting of the Shares on the TWSE, and the assigned company is a Non

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TWSE-Listed or TPEx-Listed Company;

(c) be acquired by another company as its wholly-owned subsidiary by means of a Share Swap, which results in a delisting of the Shares on the TWSE, and the acquirer is a Non TWSE-Listed or TPEx-Listed Company; or
(d) carry out a Spin-off, which results in a delisting of the Shares on the TWSE, and the surviving or newly incorporated spun-off company is a Non TWSE-Listed or TPEx-Listed Company.
14.4 Subject to the provisions of the Statute, the provisions of these Articles, and the quorum requirement under the Applicable Public Company Rules, with regard to the dissolution procedures of the Company, the Company shall pass
(a) an Ordinary Resolution, if the Company resolves that it be wound up voluntarily because it is unable to pay its debts as they fall due; or
(b) a Special Resolution, if the Company resolves that it be wound up voluntarily for reasons other than the reason stated in Article 14.4(a) above.
14.5 Any return of capital made in accordance with the Statute and the Applicable Public Company Rules shall be effected based on the percentage of shareholding of the Members pro rata.
14.6 Subject to the Statute, these Articles and the Applicable Public Company Rules if the Company proposes, in connection with any return of capital, to distribute specific assets owned by the Company to the Members, the type of specific assets and the corresponding amount of such substitutive distribution to the Members shall be approved at a general meeting and be agreed by the Member who will receive such assets; provided, however, that, the value of specific assets and the corresponding amount of such substitutive distribution shall be assessed by an ROC certified public accountant before the Board submits the same to a general meeting for approval.
15 Registered Office

Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office.

16 General Meetings

16.1 All general meetings other than annual general meetings shall be called extraordinary general meetings.
16.2 The Company shall hold a general meeting as its annual general meeting within six months following the end of each fiscal year, and shall specify the meeting as such in the notices calling it. At these meetings, the report of the Directors (if any) shall be presented.
16.3 The Company shall hold an annual general meeting every year.

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16.4 The general meetings shall be held at such time and place as the Directors shall appoint provided that unless otherwise provided by the Statute or this Article 16.4, the physical general meetings shall be held in Taiwan. For physical general meetings to be held outside Taiwan, the Company shall comply with the relevant procedures and approvals prescribed by the relevant authority in Taiwan. Where a general meeting is to be held outside Taiwan, the Company shall engage a professional securities agent in Taiwan to handle the administration of such general meeting (including but not limited to the handling of the voting of proxies submitted by Members).
16.5 The Directors may call general meetings, and they shall on a Members requisition forthwith proceed to convene an extraordinary general meeting of the Company.
16.6 A Members requisition is a requisition of Member(s) of the Company holding at the date of deposit of the requisition not less than 3% of the total number of the outstanding Shares at the time of requisition and whose Shares shall have been held by such Member(s) for at least one year.
16.7 The requisition must state in writing the matters to be discussed at the extraordinary general meeting and the reason therefor and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.
16.8 If the Directors do not within fifteen days from the date of the deposit of the requisition dispatch the notice of an extraordinary general meeting, the requisitionists may themselves convene an extraordinary general meeting in accordance with the Applicable Public Company Rules.
16.9 Any one or more Members holding in aggregate more than half of the total number of the issued Shares of the Company for at least three (3) consecutive months may convene an extraordinary general meeting. The period during which a Member holds the Shares and the number of Shares held by a Member shall be determined based on the Register of Members as of the book close date of the relevant extraordinary general meeting.
16.10 The board of Directors or any person who is entitled to call or convene a general meeting under these Articles may demand the Company or the Company’s securities agent to provide the Register of Members.
16.11 A general meeting may be held by Virtual Meeting or other methods announced by the competent authority of the ROC in charge of the ROC Company Act.
16.12 Where a general meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, a Member who has participated in

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such general meeting by means of use of such Communication Facilities at such meeting shall be deemed to be present in person at such general meeting.

16.13 The prerequisites, procedures, and other matters to be complied with in connection with holding a general meeting by Virtual Meeting shall follow the Applicable Public Company Rules.
17 Notice of General Meetings
17.1 At least thirty days' notice to each Member shall be given of any annual general meeting, and at least fifteen days' notice to each Member shall be given of any extraordinary general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in accordance with the Applicable Public Company Rules, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed by all the Members (or their proxies) entitled to attend such general meeting.
17.2 The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any Member entitled to receive notice shall not invalidate the proceedings of that general meeting.
17.3 The Company shall make a public announcement publishing the notice of the general meeting, the proxy instrument, agendas and materials relating to matters for approval and matters for discussion (including but not limited to any election or discharge of Directors) to be discussed at the general meeting via the Market Observation Post System in accordance with Article 17.1 hereof, and shall transmit the same via the Market Observation Post System. If the voting power of a Member at a general meeting shall be exercised by way of a written ballot, the Company shall also send the written document used for the exercise of voting power together with the above mentioned materials. The Directors shall prepare a meeting handbook of the relevant general meeting and supplemental materials, which will be sent to or made available to all Members and shall be transmitted to the Market Observation Post System in accordance with Applicable Public Company Rules twenty-one days prior to the annual general meetings or, in the case of extraordinary general meetings, fifteen days prior to such meeting. If the Company's total paid-in capital reaches NT$10 billion as of the last day of the most recent fiscal year, or if the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reaches 30% as recorded in the Register of Members as of the date of the general meeting held in the most recent fiscal year, the

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foregoing transmission of information and materials via or to the Market Observation Post System shall be completed at least thirty (30) days prior to the day on which an annual general meeting is to be held.

17.4 Subject to the provisions of the Applicable Public Company Rules, Member may bring up an ad hoc motion at a general meeting provided that such ad hoc motion shall directly pertain to the matters to be discussed in such general meeting as set forth in the notice thereof. Matters pertaining to (a) election or discharge of Directors, (b) alteration of the Articles, (c) capital reduction, (d) application for de-registration as a public company in the R.O.C., (e)(i) dissolution, Merger, Spin-off or Share Swap, (ii) entering into, amending, or terminating any contract for lease of the Company's business in whole, or the delegation of management of the Company’s business to others or the regular joint operation of the Company with others, (iii) transfer of the whole or any material part of the business or assets of the Company, (iv) acceptance of the transfer of the whole business or assets of another person, which has a material effect on the business operation of the Company, (f) ratification of an action by Director(s) who engage(s) in business for him/herself or on behalf of another person that is within the scope of the Company's business, (g) distribution of the whole or a part of the surplus profit of the Company in the form of new Shares, (h) capitalization of statutory reserve, and/or making distributions, in the form of new Shares or cash, to the Members out of the capital reserve derived from the share premium and income from endowments received by the Company, and/or capitalization any other amount in accordance with Article 35, and (i) the Private Placement of any equity-type securities issued by the Company, shall be indicated in the notice of general meeting, with a summary of the material content to be discussed, and shall not be brought up as an ad hoc motion. The material content may be uploaded onto the Market Observation Post System or the website designated by the Company in accordance with the Applicable Public Company Rules, and such website shall be indicated in the notice of general meeting.
17.5 The board of Directors shall keep the Articles, minutes of general meetings, financial statements, the Register of Members, and the counterfoil of any corporate bonds issued by the Company at the office of the Company’s registrar (if applicable) and the Company’s securities agent located in Taiwan. The Members may request, from time to time, by submitting document(s) evidencing his/her interests involved and indicating the designated scope of the inspection, access to inspect, review, transcribe or make copies of the foregoing documents. The Company shall procure the Company’s securities agent to provide such Member(s) with access to above documents.

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17.6 The Company shall make all statements and records prepared by the board of Directors and the report prepared by the audit committee, if any, available at the office of its registrar (if applicable) and its securities agent located in Taiwan in accordance with Applicable Public Company Rules and the Statute. Members may inspect and review the foregoing documents from time to time and may be accompanied by their lawyers or certified public accountants for the purpose of such an inspection and review.

18 Proceedings at General Meetings

18.1 No business shall be transacted at any general meeting unless a quorum is present. Unless otherwise provided in the Articles, Members present in person or by proxy, representing more than one-half of the total outstanding Shares, shall constitute a quorum for any general meeting.
18.2 The board of Directors shall submit business reports, financial statements and proposals for distribution of profits or covering of losses prepared by it for the purposes of annual general meetings of the Company for ratification or approval by the Members as required by the Applicable Public Company Rules. After ratification or approval by the general meeting, the board of Directors shall distribute copies or make a public announcement of the ratified financial statements and the Company’s resolutions on the allocation and distribution of profits or covering of loss, to each Member in accordance with the Applicable Public Company Rules.
18.3 Unless otherwise expressly provided herein and subject to the Applicable Public Company Rules, if a quorum is not present at the time appointed for the general meeting or if during such a general meeting a quorum ceases to be present, the chairman may postpone the general meeting to a later time, provided, however, that the maximum number of times a general meeting may be postponed shall be two and the total time postponed shall not exceed one hour. If the general meeting has been postponed for two times, but at the postponed general meeting a quorum is still not present, the chairman shall declare the general meeting is dissolved, and if it is still necessary to convene a general meeting, it shall be reconvened as a new general meeting in accordance with the Articles.
18.4 If a general meeting is called by the Directors, the chairman of the Directors shall preside as the chair of such general meeting. In the event that the chairman is on a leave of absence, or is unable to exercise his powers and authorities, the vice chairman of the Directors shall act in lieu of the chairman. If there is no vice chairman of the Directors, or if the vice chairman of the Directors is also on leave of absence, or cannot exercise his powers and authorities, the chairman shall designate a Director to chair such general meeting. If the chairman does not designate a proxy or if such chairman’s proxy cannot

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exercise his powers and authorities, the Directors who are present at the general meeting shall elect one from among themselves to act as the chair at such general meeting in lieu of the chairman. If a general meeting is called by any person(s) other than the Directors, the person(s) who has called the meeting shall preside as the chair of such general meeting; and if there is more than one person who has called a general meeting, such persons shall elect one from among themselves to act as the chair of such general meeting.

18.5 A resolution put to the vote of the meeting shall be decided on a poll. No resolution put to the vote of the meeting shall be decided by a show of hands. In computing the required majority when a poll is demanded regard should be had to the number of votes to which each Member is entitled by the Articles.
18.6 In the case of an equality of votes, the chairman shall not be entitled to a second or casting vote.
18.7 Nothing in the Articles shall prevent any Member from issuing proceedings in a court of competent jurisdiction for an appropriate remedy in connection with the improper convening of any general meeting or the improper passage of any resolution. The Taipei District Court, R.O.C., shall be the court of the first instance for adjudicating any disputes arising out of the foregoing.
18.8 Unless otherwise expressly required by the Statute, the Memorandum or the Articles, any matter which has been presented for resolution, approval, confirmation or adoption by the Members at any general meeting may be passed by an Ordinary Resolution.
18.9 Member(s) holding 1% or more of the total number of outstanding Shares immediately prior to the relevant book closed period may propose to the Company a proposal for discussion at an annual general meeting in writing or by electronic transmission to the extent and in accordance with the rules and procedures of general meetings proposed by the Directors and approved by an Ordinary Resolution. Proposals shall be included in the agenda except where (a) the proposing Member(s) holds less than 1% of the total number of outstanding Shares, (b) the matter of such proposal may not be resolved by a general meeting, (c) the proposing Member has proposed more than one proposal, (d) such proposal is submitted on a day beyond the deadline announced by the Company for accepting the Member’s proposals, or (e) the proposal exceeds 300 Chinese characters. If any of the proposals submitted by such Member(s) is to urge the Company to promote public interests or fulfill its social responsibilities, the board of Directors may accept such proposal to be discussed at a general meeting.

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19 Votes of Members

19.1 Subject to any rights or restrictions attached to any Shares, every Member who is present in person or by proxy shall have one vote for every Share of which he is the holder.
19.2 No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of Shares unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.
19.3 Any objection raised to the qualification of any voter by a Member having voting rights shall be referred to the chairman whose decision shall be final and conclusive.
19.4 Votes may be cast either personally or by proxy. A Member may appoint only one proxy under one instrument to attend and vote at a meeting.
19.5 Subject to any rights, privileges or restrictions attached to any Share, every Member who (being an individual) is present in person or by proxy or (in the case of a corporation or other non-natural person) by duly authorized corporate representative(s) or by proxy shall have one vote for every Share of which he is the holder. A Member holding more than one Share is required to cast the votes in respect of his Shares in the same way on any resolution at a general meeting unless he holds the Shares for benefit of others, in which case, he may cast votes on the Shares in different way in accordance with the Applicable Public Company Rules (including the Applicable Public Company Rules relating to qualifications, scope, methods of exercise, operating procedures and other matters for compliance with respect to exercising such split voting).
19.6 If a general meeting is to be held, the Company shall provide the Members with a method for exercising their voting power at such general meeting by way of an electronic transmission. Where the voting power of a member may be exercised by way of a written ballot or by way of an electronic transmission at a general meeting, the methods shall be described in the general meeting notice given to the Members in respect of the relevant general meeting. A Member exercising voting power by way of a written ballot or by way of an electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to exercise his or her voting right at such general meeting in accordance with the instructions stipulated in the written or electronic document; provided, however, that such appointment shall be deemed not to constitute the appointment of a proxy for the purposes of the Applicable Public Company Rules. The chairman, acting as proxy of a Member, shall not exercise the voting right of such Member in any way not stipulated in the written or electronic document, nor exercise any voting right in respect of any resolution revised at the meeting or any impromptu proposal at the meeting. A Member voting in such manner shall be deemed to have

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waived notice of, and the right to vote in regard to, any ad hoc resolution or amendment to the original agenda items to be resolved at the said general meeting. Should the chairman not observe the instructions of a Member in exercising such Member's voting right in respect of any resolution, the Shares held by such Member shall not be included in the calculation of votes in respect of such resolution but shall nevertheless be included in the calculation of quorum for the meeting.

19.7 A Member who has submitted a vote by written ballot or electronic transmission pursuant to Article 19.6 may, at least two days prior to the date of the relevant general meeting, revoke such vote by written ballot or electronic transmission and such revocation shall constitute a revocation of the proxy deemed to be given to the chairman of the general meeting pursuant to Article 19.6. If a Member who has submitted a written ballot or electronic transmission pursuant to Article 19.6 does not submit such a revocation before the prescribed time, the proxy deemed to be given to the chairman of the general meeting pursuant to Article 19.6 shall not be revoked and the chairman of the general meeting shall exercise the voting right of such Member in accordance with that proxy.
19.8 If, subsequent to submitting a written ballot or electronic transmission pursuant to Article 19.6, a Member submits a proxy appointing a person of the general meeting as his proxy to attend the relevant general meeting on his behalf, then the subsequent appointment of that person as his proxy shall be deemed to be a revocation of such Member’s deemed appointment of the chairman of the general meeting as his proxy pursuant to Article 19.6.
20 Proxies
20.1 An instrument of proxy shall be in writing, be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company.
20.2 Obtaining an instrument of proxy for attendance of general meetings shall be subject to the following conditions:
(a) the instrument of proxy shall not be obtained in exchange for money or any other interest, provided that this provision shall not apply to souvenirs for a general meeting distributed on behalf of the Company or reasonable fees paid by the Solicitor to any person mandated to handle proxy solicitation matters;
(b) the instrument of proxy shall not be obtained in the name of others; and
(c) an instrument of proxy obtained through solicitation shall not be used as a non-solicited instrument of proxy for attendance of a general meeting.
20.3 Except for the securities agent, a person shall not act as the proxy for more than thirty Members. Any person acting as proxy for three or more Members shall submit to the

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Company or its securities agent (a) a statement of declaration declaring that the instruments of proxy are not obtained for the purpose of soliciting on behalf of himself/herself or others; (b) a schedule showing details of such instruments of proxy; and (c) the signed or sealed instruments of proxy, in each case, five days prior to the date of the general meeting.

20.4 The Company may mandate a securities agent to act as the proxy for the Members for any general meeting provided that no resolution in respect of the election of Directors is proposed to be voted upon at such meeting. Matters authorized under the mandate shall be stated in the instructions of the instruments of proxy for the general meeting concerned. A securities agent acting as the proxy shall not accept general authorisation from any Member, and shall, within five days after each general meeting of the Company, prepare a compilation report of general meeting attendance by proxy comprising the details of proxy attendance at the general meeting, the status of exercise of voting rights under the instrument of proxy, a copy of the contract, and other matters as required by the R.O.C. securities competent authorities, and maintain the compilation report available at the offices of the securities agent.
20.5 Except for trust enterprises organized under the laws of the R.O.C. or a securities agent approved pursuant to Applicable Public Company Rules, in the event a person acts as the proxy for two or more Members, the sum of Shares entitled to be voted as represented by such proxy shall be no more than 3% of the total outstanding voting Shares immediately prior to the relevant book closed period; any vote in respect of the portion in excess of such 3% threshold shall not be counted . For the avoidance of doubt, the number of the Shares to be represented by a securities agent mandated by the Company in accordance with Article 20.4 shall not be subject to the limit of 3% of the total number of the outstanding voting Shares set forth herein.
20.6 The Shares represented by a person acting as the proxy for three or more Members shall not be more than four times of the number of Shares held by such person and shall not exceed 3% of the total number of the outstanding Shares.
20.7 In the event that a Member exercises his/her/its voting power by means of a written ballot or by means of electronic transmission and has also authorized a proxy to attend a general meeting, then the voting power exercised by the proxy at the general meeting shall prevail; provided, however, that a Member who has authorised a proxy to attend a general meeting later intends to attend the general meeting in person or to exercise his/her/its voting power by way of a written ballot or electronic transmission, such Member shall, at least two days prior to such general meeting, serve the Company with a separate notice revoking his/her/its previous appointment of the proxy. Votes by way of proxy shall

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remain valid if such Member fails to revoke his/her/its appointment of such proxy before the prescribed time.

20.8 The instrument of proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company not less than five days before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote where more than one instrument to vote received from the same Member by the Company, the first instrument received shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous proxy in the later-received instrument.
20.9 The instrument of proxy shall be in the form approved by the Company and be expressed to be for a particular meeting only. The form of proxy shall include at least the following information: (a) instructions on how to complete such proxy, (b) the matters to be voted upon pursuant to such proxy, and (c) basic identification information relating to the relevant Member, proxy and the Solicitor (if any). The form of proxy shall be provided to the Members together with the relevant notice for the relevant general meeting, and such notice and proxy materials shall be distributed to all Members on the same day.
20.10 In the event that a resolution in respect of the election of Directors is proposed to be voted upon at a general meeting, each instrument of proxy for such meeting shall be tallied and verified by the Company's securities agent or any other mandated securities agent prior to the time for holding the general meeting. The following matters should be verified:
(a) whether the instrument of proxy is printed under the authority of the Company;
(b) whether the instrument of proxy is signed or sealed by the appointing Member; and
(c) whether the Solicitor or proxy (as the case may be) is named in the instrument of proxy and whether the name is correct.
20.11 The material contents required to be stated in the instruments of proxy, the meeting handbook or other supplemental materials of such general meeting, the written documents and advertisement of the Solicitor for proxy solicitation, the schedule of the instruments of proxy, the proxy form and other documents printed and published under the authority of the Company shall not contain any false statement or omission.
20.12 Votes given in accordance with the terms of an instrument of proxy shall be valid unless notice in writing was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy. The notice must set out expressly the reason for the revocation of the proxy,

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whether due to the incapacity or the lack in authority of the principal at the time issuing the proxy or otherwise.

20.13 A Member who has appointed a proxy shall be entitled to make a request to the Company or its securities agent for examining the way in which his instrument of proxy has been used, within seven days after the relevant general meeting.
21 Proxy Solicitation Subject to the provisions of the Statute, matters regarding the solicitation of proxies shall be handled in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies of the R.O.C.
22 Dissenting Member’s Appraisal Right
22.1 In the event any of the following resolutions is adopted at general meetings, any Member who has notified the Company in writing or verbally (with a record) of his/her/its objection to such a resolution prior to or during the meeting and has voted against or abstained from voting on such matter at the meeting, may request the Company to buy back all of his/her Shares at the then prevailing fair price:
(a) The Company enters into, amends, or terminates any agreement for any contract for lease of the Company's business in whole, or the delegation of management of the Company’s business to other or the regular joint operation of the Company with others;
(b) The Company transfers the whole or a material part of its business or assets, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company; or
(c) The Company accepts the transfer of the whole business or assets of another person, which has a material effect on the Company’s business operations.
22.2 In the event the Company proposes to undertake a Spin Off, Merger, Share Swap or acquire or transfer assets and liabilities by way of general assumption or transfer, the Member, who has expressed his/her/its dissent therefor in writing or verbally (with a record) before or during the general meeting and voted against or abstain from voting on such matter, may request the Company to buy back all of his/her Shares at the then prevailing fair price.
22.3 The request prescribed in the preceding two Articles shall be delivered to the Company in writing, stating therein the types and numbers of Shares to be repurchased, within twenty days after the date of such resolution. In the event the Company has reached an agreement in regard to the purchase price with the requested Member in regard to the Shares of such Member (the “ appraisal price ”), the Company shall pay such price within ninety days after the date on which the resolution was adopted. If no agreement on the

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appraisal price is reached between the dissenting Member and the Company, the Company shall, within ninety days after the date on which the resolution was adopted, pay such dissenting Member the price to which the Company considers to be the fair price; and if the Company does not pay the price to which the Company considers to be the fair price within ninety days after the date on which the resolution was adopted, the Company shall be deemed to have agreed to the appraisal price requested by the dissenting Member.

22.4 The dissenting Member who has voted against or abstained from voting in accordance with Articles 22.1 and 22.2 may request the Company to purchase all of such dissenting Member's Shares. In the event the Company fails to reach such agreement with the Member within sixty days after the resolution date, the Company shall, within thirty days after such sixty-day period, file a petition to any competent court of the R.O.C. which, for these purposes and to the extent permitted by applicable laws, shall include the Taipei District Court, against all the dissenting Members with whom no agreement on the price of shares has been reached for a ruling on the appraisal price, and such ruling by such R.O.C. court shall be binding and conclusive as between the Company and requested Member solely with respect to the appraisal price.
22.5 Shares that have been abstained from voting in accordance with Articles 22.1 and 22.2 shall not be counted in the number of votes casted by the Members at a general meeting.
22.6 Notwithstanding the provisions under Articles 22.3 and 22.4, nothing under this Article shall restrict or prohibit a Member from exercising his right under section 238 of the Statute to payment of the fair value of his shares upon dissenting from a merger or consolidation.
22.7 The aforementioned payment of appraisal price shall be made at the same time as the delivery of Share Certificates, and transfer of such Shares shall be effective at the time when the transferee’s name is entered on the Register of Members.
23 Corporate Members

Any corporation or entity which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the such corporate Member which he represents as the corporation could exercise if it were an individual Member.

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24 Shares that May Not be Voted

24.1 Shares in the Company that are beneficially owned by the Company (including Subsidiaries) shall not be voted, directly or indirectly, at any general meeting and shall not be counted in determining the total number of outstanding Shares at any given time.
24.2 A Member who has a personal interest in any motion discussed at a general meeting, which interest may be in conflict with those of the Company, shall abstain from voting such Member’s Shares in regard to such motion but such Shares may be counted in determining the number of Shares of the Members present at the such general meeting for the purposes of determining the quorum. The aforementioned Member shall also not vote on behalf of any other Member.
24.3 In the event that a Director creates or has created security over any Shares held by him, then he shall notify the Company of such security. If at any time the security created by a Director is in respect of more than half of the Shares held by him at the time of his appointment, then the voting rights attaching to the Shares held by such Director at such time shall be reduced, such that the Shares over which security has been created which are in excess of half of the Shares held by the Director at the date of his appointment shall not carry voting rights and shall not be counted in the number of votes casted by the Members at a general meeting.

25 Directors

25.1 There shall be a board of Directors consisting of no less than seven persons and no more than eleven persons, including Independent Directors, each of whom shall be appointed to a term of office of three (3) years, provided that such term may be extended, by resolution of the Directors, to the date of the general meeting next following the expiry of such term if the expiration of such term would otherwise leave the Company with no Directors. Directors may be eligible for re-election. The Company may from time to time by Ordinary Resolution increase or reduce the number of Directors subject to the above number limitation provided that the requirements by relevant laws and regulations (including but not limited to any listing requirements) are met.
25.2 Unless otherwise approved by TWSE, not more than half of the total number of Directors can have a spousal relationship or familial relationship within the second degree of kinship with any other Directors.
25.3 In the event that the Company convenes a general meeting for the election of Directors and any of the Directors elected does not meet the requirements provided in Article 25.2 hereof, the non-qualifying Director(s) who was elected with the fewest number of votes shall be deemed not to have been elected, to the extent necessary to meet the requirements provided in Article 25.2 hereof. Any person who has already served as

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Director but is in violation of the aforementioned requirements shall vacate the position of Director automatically.

25.4 Unless otherwise permitted under the Applicable Public Company Rules, there shall be at least three (3) Independent Directors. To the extent required by the Applicable Public Company Rules, at least one of the Independent Directors shall be domiciled in the R.O.C. and at least one of the same shall have accounting or financial expertise.

25.5 Independent Directors shall have professional knowledge and shall maintain independence within the scope of their directorial duties, and shall not have any direct or indirect interests in the Company.

26 Powers of Directors

26.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Ordinary Resolution, Special Resolution or Supermajority Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

26.2 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

27 Appointment and Removal of Directors

27.1 The Company may at a general meeting elect any person to be a Director, which vote shall be calculated in accordance with Article 27.3 below. In case of a corporate Member, the corporate Member itself (acting through its authorized representatives) or its authorized representative may be nominated for election at a general meeting as Director of the Company in accordance with these Articles. If there are more than one authorized representatives appointed by a corporate Member, each of them may be nominated for election for Director at a general meeting. The Company may by Supermajority Resolution remove any Director. Members present in person or by proxy, representing more than one-half of the total outstanding Shares shall constitute a quorum for any general meeting to elect one or more Directors.
27.2 Where election of a full board of Directors to replace all existing Directors is effected at a general meeting prior to the expiration of the term of office of the existing Directors, the

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term of office of the existing Directors shall be deemed to have expired on the date of the re-election or such any other date as is otherwise resolved by the Members at the general meeting, Members present in person or by proxy, representing more than one-half of the total issued shares shall constitute a quorum in respect of any such resolution.

27.3 Directors shall be elected pursuant to a cumulative voting mechanism pursuant to a poll vote, the procedures for which has been approved and adopted by the Directors and also by an Ordinary Resolution, where the number of votes exercisable by any Member shall be the same as the product of the number of Shares held by such Member and the number of Directors to be elected (“ Special Ballot Votes ”), and the total number of Special Ballot Votes cast by any Member may be consolidated for election of one Director candidate or may be split for election amongst multiple Director candidates, as specified by the Member pursuant to the poll vote ballot. There shall not be votes which are limited to class, party or sector, and any Member shall have the freedom to specify whether to concentrate all of its votes on one or any number of candidate(s) without restriction. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a Director elect, and where more than one Director is being elected, the top candidates to whom the votes cast represent a prevailing number of votes relative to the other candidates shall be deemed directors elect. The rule and procedures for such cumulative voting mechanism shall be in accordance with policies proposed by the Directors and approved by an Ordinary Resolution from time to time, which policies shall be in accordance with the Memorandum, the Articles and the Applicable Public Company Rules.
27.4 Director candidates shall be nominated in accordance with the candidate nomination mechanism which is in compliance with Applicable Public Company Rules. The rules and procedures for such candidate nomination shall be in accordance with policies established by the Directors and by an Ordinary Resolution from time to time, which policies shall be in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules.

28 Vacation of Office of Director

28.1 In the event of any of the following events having occurred in relation to any Director, such Director shall be vacated automatically:
(a) he gives notice in writing to the Company that he resigns the office of Director;
(b) he dies, becomes bankrupt, or had liquidation proceeding commenced against him by a court, and such Director has not been reinstated to his rights and privileges;

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(c) he has no legal capacity, or his legal capacity is restricted, or he has been adjudicated of the commencement of assistantship and such assistantship or declaration have not been revoked;
(d) he commits an offence as specified in the R.O.C. statute of prevention of organizational crimes and is subsequently adjudicated guilty by a final judgment, and has not commenced to serve the term of the sentence yet, or has commenced to serve the term of sentence but not served the full term, or less than five years have elapsed from the date of completion of the full sentence, the date of expiry of the probation period or the date on which he has been pardoned;
(e) he commits any criminal offence of fraud, breach of trust or misappropriation and is subsequently punished with imprisonment for a term of more than one year by a final judgment, and has not commenced to serve the term of the sentence yet, or has commenced to serve the term of sentence but not served the full term, or less than two years have elapsed from the date of completion of the full sentence, the date of expiry of the probation period or the date on which he has been pardoned;
(f) he is adjudicated guilty by a final judgment for committing the offense as specified in the Anti-corruption Act of the R.O.C., and has not commenced to serve the term of the sentence yet, or has commenced to serve the term of sentence but not served the full term, or less than two years have elapsed from the date of completion of the full sentence, the date of expiry of the probation period or the date on which he has been pardoned;
(g) he is dishonoured for unlawful use of credit instruments, and the term of such sanction has not expired yet;
(h) the Members resolve by a Supermajority Resolution that he should be removed as a Director; or
(i) in the event that he has, in the course of performing his duties, committed any act resulting in material damage to the Company or in serious violation of applicable laws and/or regulations or the Memorandum and the Articles, but has not been removed by the Company pursuant to a Supermajority Resolution vote, then any Member(s) holding 3% or more of the total number of outstanding Shares shall have the right, within thirty days after that general meeting, to petition any competent court for the removal of such Director, at the Company’s expense and such Director shall be removed upon the final judgement by such court. For clarification, if a relevant court has competent jurisdiction to adjudicate all of the foregoing matters in a single or a series of proceedings, then, for the purpose of this paragraph (i), final judgement shall be given by such competent court.

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In the event that the foregoing events described in any of clauses (b), (c), (d), (e), (f) or (g) has occurred in relation to a Director elect, such Director elect shall be disqualified from being elected as a Director.

28.2 If, during the term of office of a Director (not including Independent Directors), such Director transfers some or all of his Shares such that he holds less than one half of the total number of Shares which he held as at the date of the general meeting at which his appointment was approved, such Director shall be vacated from office automatically.
28.3 If any person is proposed for appointment as a Director (not including Independent Directors, each such person a "proposed director") at a general meeting (the "relevant general meeting"), such proposed director's appointment shall not become effective (regardless of whether such appointment is purportedly approved at the relevant general meeting, and any resolution which purports to approve such appointment shall be invalid and ineffective), if the proposed director transfers more than one half of the total number of Shares which he holds (or held) at the time of the relevant general meeting, either:
(a) during the period after the relevant general meeting and prior to the commencement of such proposed director's term of office; or
(b) during the period when the Register of Members of the Company is closed for transfers of Shares, prior to the relevant general meeting.
29 Proceedings of Directors
29.1 The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be over one half of the total number of Directors elected. If the number of Directors is less than five (5) persons due to the vacation of Director(s) for any reason, the Company shall hold an election of Director(s) at the next following general meeting. When the number of vacancies in the board of Directors of the Company is equal to one third of the total number of Directors elected, the board of Directors shall hold, within sixty days, a general meeting of Members to elect succeeding Directors to fill the vacancies.
29.2 Unless otherwise permitted by the Applicable Public Company Rules, if the number of Independent Directors is less than three persons due to the vacation of Independent Directors for any reason, the Company shall hold an election of Independent Directors at the next following general meeting. Unless otherwise permitted by the Applicable Public Company Rules, if all of the Independent Directors are vacated, the board of Directors shall hold, within sixty days, a general meeting to elect succeeding Independent Directors to fill the vacancies.

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29.3 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Any motions shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall not have a second or casting vote.
29.4 A person may participate in a meeting of the Directors or committee of Directors by video conference. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. The time and place for a meeting of the Directors or committee of Directors shall be at the office of the Company and during business hours or at a place and time convenient to the Directors and suitable for holding such meeting.
29.5 A Director may, or other officer of the Company authorized by a Director shall, call a meeting of the Directors by at least seven days' notice in writing (which may be a notice delivered by facsimile transmission or electronic mail) to every Director which notice shall set forth the general nature of the business to be considered. In the event of an urgent situation, a meeting of Directors may be held at any time after notice has been given in accordance with the Applicable Public Company Rules.
29.6 The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of summoning a general meeting of the Company, but for no other purpose.
29.7 The Directors shall, by a resolution, establish rules governing the procedure of meeting(s) of the Directors and report such rules to a meeting of Members, and such rules shall be in accordance with the Articles and the Applicable Public Company Rules.
29.8 All acts done by any meeting of the Directors or of a committee of Directors shall, notwithstanding that it be afterwards discovered that there was some defect in the election of any Director, or that they or any of them were disqualified, be as valid as if every such person had been duly elected and qualified to be a Director as the case may be.
29.9 A Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

30 Directors' Interests

30.1 A Director may hold any other office or place of profit under the Company in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
30.2 The Directors may be paid remuneration only in cash. The amount of such remuneration shall be determined by the Directors and take into account the extent and value of the

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services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas.

30.3 Unless prohibited by the Statute or by the Applicable Public Company Rules, a Director may himself or through his firm act in a professional capacity on behalf of the Company and he or his firm shall be entitled to such remuneration for professional services as if he were not a Director.
30.4 A Director who engages in conduct either for himself or on behalf of another person within the scope of the Company's business, shall disclose to Members, at a general meeting prior to such conduct, a summary of the major elements of such interest and obtain the ratification of the Members at such general meeting by a Supermajority Resolution vote. In case a Director engages in business conduct for himself or on behalf of another person in violation of this provision, the Members may, by an Ordinary Resolution, require the disgorgement of any and all earnings derived from such act, except when at least one year has lapsed since the realization of such associated earnings.
30.5 A Director who is directly or indirectly interested in any matter under discussion at a meeting of the Directors shall declare the nature and the essential contents of such interest at the relevant meeting of the Directors. If the Company proposes to enter into any transaction specified in Articles 22.1 and 22.2 or effect other forms of mergers and acquisitions in accordance with the applicable laws, a director who has a personal interest in such transaction shall, in accordance with the applicable laws, declare at the relevant meeting of the Directors and the general meeting the essential contents of such personal interest and explain the reason he believes the transaction is advisable or not advisable. The Company shall, in the notice of a general meeting, disclose the essential contents of such Director's personal interest and the reason why such Director believes that the transaction is advisable or not advisable. The essential contents of the above matters may be uploaded onto the website designated by the R.O.C. securities competent authorities or the Company, and the Company shall specify the link to the website in the notice of the relevant general meeting.
Where the spouse, a blood relative within the second degree of kinship of a Director, or any company which has a controlling or subordinate relation with a Director has a personal interests in the matters under discussion at a meeting of the Directors in the preceding paragraph, such Director shall be deemed to have a personal interest in the matter.
30.6 Notwithstanding anything to the contrary contained in this Article 30, a Director who has a personal interest in the matter under discussion at a meeting of the Directors, which may conflict with the interest of the Company, shall not vote nor exercise voting rights on

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behalf of another Director; the voting right of such Director who cannot vote or exercise any voting right as prescribed above shall not be counted in the number of votes of Directors present at the board meeting.

30.7 To the extent permitted under the laws of the Cayman Islands, any Member(s) holding one percent (1%) or more of the total number of the issued Shares of the Company for six (6) consecutive months or longer may request in writing any Independent Director of the audit committee to initiate proceedings against any of the Directors on behalf of the Company with a competent court having proper jurisdiction, including the Taipei District Court, R.O.C. If Independent Directors of the audit committee fail to initiate such proceedings within thirty (30) days after receiving the request by such Member(s), subject to Cayman Islands law, such Member(s) may initiate such proceedings on behalf of the Company with a competent court having proper jurisdiction, including the Taipei District Court, R.O.C.
30.8 Without prejudice to the duties owed by a Director or an officer (being a manager of the Company who are authorized to act on its behalf in a senior management capacity) to the Company under common law of the Cayman Islands and subject to the Statute and the Applicable Public Company Rules, a Director and officer shall assume fiduciary duties towards the Company and, without limitation, shall exercise due care and skill in conducting the business operations of the Company. Should any such Director or officer violate any such duty or applicable laws, without prejudice to the rights and remedies available under applicable laws, the Company may (i) take actions against such Director or officer for indemnification of the damages caused to the Company, and (ii) require such Director or officer to bear joint and several liability for indemnification of the damages payable by the Company to other person(s), and (iii) the Company may, by an Ordinary Resolution, take any action permitted by applicable laws and laws of the Cayman Islands to account for any profits and benefits and request payment to the Company such profits or benefits gained in respect of the breach of their fiduciary duties or violation of the applicable laws.

31 Minutes

The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of Directors including the names of the Directors present at each meeting.

32 Delegation of Directors' Powers

32.1 Subject to the Applicable Public Company Rules, the Directors may delegate any of their powers to any committee consisting of one or more Directors. They may also delegate

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to any managing director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him provided that the appointment of a managing director shall be revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

32.2 The Directors may establish any committees or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any Director to be a member of such committees. Any such appointment may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of any such committee shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.
32.3 The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.
32.4 The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.
32.5 The Directors shall appoint a chairman and may appoint such other officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit.
32.6 Notwithstanding anything to the contrary contained in this Article 32, unless otherwise permitted by the Applicable Public Company Rules, the Company shall establish an audit committee comprised of all of the Independent Directors, one of whom shall be the

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chairman, and at least one of whom shall have accounting or financial expertise to the extent required by the Applicable Public Company Rules. A resolution of the audit committee shall be passed by one-half or more of all members of such committee. The rules and procedures of the audit committee shall be in accordance with policies proposed by the members of the audit committee and passed by the Directors from time to time, which shall be in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules and the instruction of the FSC or TWSE, if any. The Directors shall, by a resolution, adopt a charter for the audit committee in accordance with these Articles and the Applicable Public Company Rules.

32.7 Any of the following matters of the Company shall require the consent of one-half or more of all audit committee members and be submitted to the board of Directors for resolution:
(a) Adoption or amendment of an internal control system of the Company;
(b) Assessment of the effectiveness of the internal control system;
(c) Adoption or amendment of handling procedures for significant financial or operational actions, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees on behalf of others;
(d) A matter where a Director has a personal interest;
(e) A material asset or derivatives transaction;
(f) A material monetary loan, endorsement, or provision of guarantee;
(g) The offering, issuance, or Private Placement of any equity-type securities;
(h) The hiring or dismissal of an attesting certified public accountant, or the compensation given thereto;
(i) The appointment or removal of a financial, accounting, or internal auditing officer;
(j) Annual and semi-annual financial reports;
(k) Any other matter so determined by the Company from time to time or required by any competent authority overseeing the Company.

Except for item (j) above, any matter under subparagraphs (a) through (k) of the preceding paragraph that has not been approved with the consent of one-half or more of the audit committee members may be undertaken only upon the approval of two-thirds or more of all Directors, without regard to the restrictions of the preceding paragraph, and the resolution of the audit committee shall be recorded in the minutes of the Directors meeting.

32.8 The Directors may, as they deem appropriate, establish a compensation committee comprised of at least three members, one of which shall be the Independent Director.

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32.9 Subject to compliance with the Statute, before the meeting of Directors may resolve any matter specified in Articles 22.1 and 22.2 or other mergers and acquisitions in accordance with the applicable laws, the Audit Committee shall review the fairness and reasonableness of the relevant merger and acquisition plan and transaction, and report its review results to the meeting of Directors and the general meeting; provided, however, that such review results need not be submitted to the general meeting if the approval from the Members is not required under the applicable laws. When the Audit Committee conducts the review, it shall engage an independent expert to issue an opinion on the fairness of the share exchange ratio, cash consideration or other assets to be offered to the Members. The review results of the Audit Committee and the fairness opinion issued by the independent expert shall be distributed to the Members, along with the notice of the general meeting; provided, however, that the Company can only report matters relating to such merger and acquisition at the next following general meeting if the approval from the Members is not required under the applicable laws. Such review results and fairness opinion shall be deemed to have been distributed to the Members if the same have been uploaded onto the website designated by the FSC and made available to the Members for their inspection and review at the venue of the general meeting.
32.10 Upon the establishment of the compensation committee, the professional qualifications of the members, the responsibilities, powers and other related matters of the compensation committee shall comply with the Applicable Public Company Rules, and the Directors shall, by a resolution, adopt a charter for the compensation committee in accordance with these Articles and the Applicable Public Company Rules.
32.11 The compensation referred in the preceding Article shall include the compensation, stock option and other incentive payments to the Directors and managers of the Company.
33 Seal
33.1 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. The use of Seal shall be in accordance with the use of Seal policy adopted by the Directors from time to time.
33.2 The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals, each of which shall be a facsimile of the common Seal of the Company and kept under the custody of a person appointed by the Directors, and if the Directors so determine, with the addition on its face of the name of every place where it is to be used.
34 Dividends, Distributions and Reserve
34.1 Upon the annual final settlement of the Company’s accounts, if there is surplus profits on

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the Company's net profits before tax (before deducting any employees' compensation and Directors' compensation), the board of Directors shall, upon approval by a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors, set aside employees' compensation and Directors' compensation in accordance with the following manner, and report such distribution of compensation to the general meeting. However, if the Company has accumulated losses, the Company shall reserve an amount thereof first to offset the losses:

(a) no less than 0.1% as employees' compensation;
(b) no more than 2% as Directors' compensation.

Employees' compensation stated in Article 34.1(a) above may be distributed by way of cash or by way of applying such sum in paying up in full unissued shares, or a combination of both; employees entitled to the compensation includes those of the Company' Subsidiaries who meet certain qualifications; when the Company distributes compensation to employees of its Subsidiaries, such compensation may be distributed directly by the Company or indirectly by and through the relevant Subsidiaries.

The Company may distribute profits in accordance with a proposal for distribution of profits prepared by the Directors and approved by the Members by a resolution adopted at a general meeting. The Directors shall prepare such proposal as follows: the proposal shall begin with the Company’s Annual Net Income and offset its losses in previous years that have not been previously offset, then set aside a legal capital reserve at 10% of the balance, until the accumulated legal capital reserve has equalled the Paid-in Capital of the Company; then set aside a special capital reserve, if one is required, in accordance with the Applicable Public Company Rules or as requested by the authorities in charge; the rest amount (hereinafter the "Distributable Profits in a Given Year") plus any accumulated undistributed profits of previous years may be distributed as Dividends (including cash dividends or stock dividends) in accordance with the Statute and the Applicable Public Company Rules and after taking into consideration financial, business and operational factors. The amount to be distributed as Dividends shall not be less than 10% of the Distributable Profits in a Given Year. The Company will pay a portion of such Dividends in cash, which cash portion shall be no less than 10% of the total amount of such Dividends except that if the total amount of Dividends payable per share in a given year will be less than NT$1, the 10% threshold shall not apply and the Company may, at its sole discretion, pay such Dividends, in whole or in part, by distribution of cash and/or stock. The Company may decide not to distribute any Dividends (including cash dividends or stock dividends) if the Distributable Profits in a Given Year is less than 10% of the Paid-in Capital at the end of the relevant financial year.

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34.2 Subject to the Statute and this Article, the Directors may declare Dividends and distributions on Shares in issue and authorise payment of the Dividends or distributions out of the funds of the Company lawfully available therefor. No Dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as otherwise permitted by the Statute.
34.3 Except as otherwise provided by the rights attached to Shares, all Dividends shall be declared and paid in proportion to the number of Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date that Share shall rank for Dividend accordingly.
34.4 The Directors may deduct from any Dividend or distribution payable to any Member all sums of money (if any) then payable by him to the Company on any account.
34.5 The Directors may, after obtaining an Ordinary Resolution, declare that any Dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.
34.6 Any Dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
34.7 No Dividend or distribution shall bear interest against the Company.
34.8 Any Dividend which cannot be paid to a Member and/or which remains unclaimed after six months from the date of declaration of such Dividend may, in the discretion of the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend shall remain as a debt due to the Member. Any Dividend which remains unclaimed after a period of six years from the date of declaration of such Dividend shall be forfeited and shall revert to the Company.

35 Capitalisation

Subject to Article 14.2(d), the Directors may capitalise any sum standing to the credit of any of the Company's reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the

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proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit such that Shares shall not become distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

36 Tender Offer

Within seven days after the receipt of the copy of a tender offer application form and relevant documents by the Company or its litigation or non-litigation agent appointed pursuant to the Applicable Public Company Rules, the board of the Directors shall resolve to recommend to the Members whether to accept or object to the tender offer and make a public announcement of the following:

The types and amount of the Shares held by the Directors and the Members holding more than 10% of the outstanding Shares in its own name or in the name of other persons.
Recommendations to the Members on the tender offer, which shall set forth the names of the Directors who abstain or object to the tender offer and the reason(s) therefor.
Whether there is any material change in the financial condition of the Company after the submission of the latest financial report and an explanation of the change, if any.
The types, numbers and amount of the Shares of the tender offeror or its affiliates held by the Directors and the Members holding more than 10% of the outstanding Shares held in its own name or in the name of other persons.

37 Books of Account

37.1 The Directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

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37.2 The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.
37.3 The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
37.4 Minutes and written records of all meetings of Directors, any committees of Directors, and any general meeting may be made in English or Chinese, except where resolutions passed at any general meeting which are required to be filed with the Registrar of Companies in the Cayman Islands must be in English; minutes and written records made in the English language may be accompanied by a Chinese translation. In the event of any inconsistency between the English language version and the relevant Chinese translation, the English language version shall prevail.
37.5 The instruments of proxy, documents, forms/statements and information in electronic media prepared in accordance with the Articles and relevant rules and regulations shall be kept for at least one year. However, if a Member institutes a lawsuit with respect to such instruments of proxy, documents, forms/statements and/or information mentioned herein, they shall be kept until the conclusion of the litigation if longer than one year.

38 Notices

38.1 Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another, is to be sent airmail.
38.2 Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice

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and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

38.3 A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
38.4 Notice of every general meeting shall be given in any manner hereinbefore authorised to every person shown as a Member in the Register of Members on the record date for such meeting and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

39 Winding Up

39.1 If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the number of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the number of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.
39.2 If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Statute and in compliance with the Applicable Public Company Rules, divide amongst the Members in proportion to the number of Shares they hold the whole or any part of the assets of the

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Company in kind (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

40 Financial Year

Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

41 Transfer by way of Continuation

If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

42 Appointment of Litigious and Non-Litigious Agent

For so long as the Shares are listed on the TWSE, the Company shall appoint a litigious and non-litigious agent pursuant to the Applicable Public Company Rules to act as the Company's responsible person in the R.O.C. under the Securities and Exchange Law of the R.O.C. to handle matters stipulated in the Securities and Exchange Law of the R.O.C. and the relevant rules and regulations thereto. The litigious and non-litigious agent shall be an individual who has a residence or domicile in the R.O.C.

43 R.O.C. Securities Laws and Regulations

For so long as the Shares are listed on the TWSE, the qualifications, composition, appointment, removal, exercise of functions and other matters with respect to the Directors, Independent Directors, compensation committee and audit committee which are required to be followed by the Company shall comply with the applicable R.O.C. securities laws and regulations.

44 Corporate Social Responsibility

For so long as the Shares are listed on the TWSE, in the course of conducting its business, the Company shall comply with the Applicable Public Company Rules and business ethics and may take corporate actions to promote public interests in order to fulfill its social responsibilities.

– Remainder of Page Intentionally Left Blank –

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【附件七】

股東會議事規則修訂前後條文對照表

	修訂條文	現行條文
3.2.1.	本公司股東會召開方式之變更應經董事會決議，並最遲於股東會開會通知書寄發前為之。	(本項新增)
	通知書寄發前為之。
(項次調整) 3.2.2.股東常會之召集，本公司應於股東常會開會三十日前或股東臨時會開會十五日前將股東會開會通知書、委託書用紙、有關承認案、討論案、選任或解任董事事項等各項議案之案由及說明資料製作成電子檔案傳送至公開資訊觀測站。並於股東常會開會二十一日前或股東臨時會開會十五日前，將股東會議事手冊及會議補充資料，製作電子檔案傳送至公開資訊觀測站，但本公司於最近會計年度終了日實收資本額達新臺幣一百億元以上或最近會計年度召開股東常會其股東名簿記載之外資及陸資持股比率合計達百分之三十以上者，應於股東常會開會三十日前完成前開電子檔案之傳送。股東會開會十五日前，備妥當次股東會議事手冊及會議補充資料，供股東隨時索閱，並陳列於本公司及本公司所委任之專業股務代理機構。		3.2.1. 股東常會之召集，應於三十日前或股東臨時會開會十五日前將股東會開會通知書、委託書用紙、有關承認案、討論案、選任或解任董事事項等各項議案之案由及說明資料製作成電子檔案傳送至公開資訊觀測站。並於股東常會開會二十一日前或股東臨時會開會十五日前，將股東會議事手冊及會議補充資料，製作電子檔案傳送至公開資訊觀測站。股東會開會十五日前，備妥當次股東會議事手冊及會議補充資料，供股東隨時索閱，並陳列於本公司及本公司所委任之專業股務代理機構，且應於股東會現場發放。
3.2.3.	前項之議事手冊及會議補充資料，本公司於股東會開會當日應依下列方式提供股東參閱： (a)召開實體股東會時，應於股東會現場發放。 (b)召開視訊輔助股東會時，應於股東會現場發放，並以電子檔案傳	(本項新增)

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(項次調整) 3.2.4. 通知及公告應載明召集事由；其通知經相對人同意者，得以電子方式為之。	3.2.2.	通知及公告應載明召集事由；其通知經相對人同意者，得以電子方式為之。
(項次調整) 3.2.5. 與(a)選舉或解任董事，(b)修改章程，(c)(i)解散，合併或分割，(ii)訂立、修改或終止關於出租公司全部營業，或委託經營，或與他人經常共同經營之契約，(iii)讓與公司全部或主要部分營業或財產，(iv)受讓他人全部營業或財產而對公司營運有重大影響者，(d)許可董事為其自己或他人從事公司營業範圍內事務的行為，(e)以發行新股方式分配公司全部或部分盈餘，法定公積及或其他依本公司章程第35 條所規定款項之資本化，及(f)公司私募發行具股權性質之有價證券，(g)外國發行人募集與發行有價證券處理準則第六十條第二項準用發行人募集與發行有價證券處理準則第五十六條之一及第六十條之二有關的事項，(h) 減資，及(i)申請停止公開發行，應載明於股東會通知並說明其主要內容，且不得以臨時動議提出。	3.2.3.	與(a)選舉或解任董事，(b)修改章程，(c)(i)解散，合併或分割，(ii)訂立、修改或終止關於出租公司全部營業，或委託經營，或與他人經常共同經營之契約，(iii)讓與公司全部或主要部分營業或財產，(iv)受讓他人全部營業或財產而對公司營運有重大影響者，(d)許可董事為其自己或他人從事公司營業範圍內事務的行為，(e)以發行新股方式分配公司全部或部分盈餘，法定公積及或其他依本公司章程第35 條所規定款項之資本化，及(f)公司私募發行具股權性質之有價證券，(g)外國發行人募集與發行有價證券處理準則第六十條第二項準用發行人募集與發行有價證券處理準則第五十六條之一及第六十條之二有關的事項，(h) 減資，及(i)申請停止公開發行，應載明於股東會通知並說明其主要內容，且不得以臨時動議提出;其主要內容得置於證券主管機關或公司指定之網站，並應將其網址載明於通知。
(項次調整) 3.2.6. (略)	3.2.4. (略)
(項次調整) 3.2.7. (略)	3.2.5. (略)

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(項次調整) 3.2.8. (略)	(項次調整) 3.2.8. (略)	3.2.6. (略)
(項次調整) 3.2.9. (略)		3.2.7. (略)
(項次調整) 3.2.10.(略)		3.2.8. (略)
3.3.3.	委託書送達本公司後，股東欲以視訊方式出席股東會，應於股東會開會二日前，以書面向本公司為撤銷委託之通知；逾期撤銷者，以委託代理人出席行使之表決權為準。	(本項新增)
3.4.1.	本公司應於開會通知書載明受理股東、徵求人、受託代理人（以下簡稱股東）報到時間、報到處地點，及其他應注意事項。	3.4.1. 本公司應於開會通知書載明受理股東報到時間、報到處地點，及其他應注意事項。
3.4.2.	前項受理股東報到時間至少應於會議開始前三十分鐘辦理之；報到處應有明確標示，並派適足適任人員辦理之；股東會視訊會議應於會議開始前三十分鐘，於股東會視訊會議平台受理報到，完成報到之股東，視為親自出席股東會。	3.4.2.前項受理股東報到時間至少應於會議開始前三十分鐘辦理之；報到處應有明確標示，並派適足適任人員辦理之。
3.4.6.	本公司召開視訊股東會時，不受第 3.4條召開地點之限制。	(本項新增)
3.4.7.	股東會以視訊會議召開者，股東欲以視訊方式出席者，應於股東會開會二日前，向本公司登記。	(本項新增)
3.4.8.	股東會以視訊會議召開者，本公司至少應於會議開始前三十分鐘，將議事手冊、年報及其他相關資料上傳至股東會視訊會議平台，並持續揭露至會議結束。	(本項新增)
3.4.9.	本公司召開股東會視訊會議，應於股東會召集通知載明下列事項： (a)股東參與視訊會議及行使權利方	(本項新增)

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		法。 (b)因天災、事變或其他不可抗力情事致視訊會議平台或以視訊方式參與發生障礙之處理方式，至少包括下列事項： (i)發生前開障礙持續無法排除致須延期或續行會議之時間，及如須延期或續行集會時之日期。 (ii)未登記以視訊參與原股東會之股東不得參與延期或續行會議。 (iii)召開視訊輔助股東會，如無法續行視訊會議，經扣除以視訊方式參與股東會之出席股數，出席股份總數達股東會開會之法定定額，股東會應繼續進行，以視訊方式參與股東，其出席股數應計入出席之股東股份總數，就該次股東會全部議案，視為棄權。 (iv)遇有全部議案已宣布結果，而未進行臨時動議之情形，其處理方式。 (c)召開視訊股東會，並應載明對以視訊方式參與股東會有困難之股東所提供之適當替代措施。

	(項次調整) 3.6.股東會開會過程錄音或錄影之存證 3.6.1.本公司應將股東會之開會過程全程錄音及錄影。 3.6.2.前項影音資料應至少保存一年，但如遇有與股東會召集程序不當或不當通過決議有關之訴訟情事時，應保存至訴訟終結為止。		3.6. 本公司應將股東會之開會過程全程錄音或錄影，並至少保存一年。遇有與股東會召集程序不當或不當通過決議有關之訴訟情事時，應保存至訴訟終結為止。
	3.6.2.

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3.6.3.	股東會以視訊會議召開者，本公司應對股東之註冊、登記、報到、提問、投票及公司計票結果等資料進行記錄保存，並對視訊會議全程連續不間斷錄音及錄影。	(本項新增)
3.6.4.	前項資料及錄音錄影，本公司應於存續期間妥善保存，並將錄音錄影提供受託辦理視訊會議事務者保存。	(本項新增)
3.6.5.	股東會以視訊會議召開者，本公司宜對視訊會議平台後台操作介面進行錄音錄影。	(本項新增)
(項次調整) 3.7.股東會之出席 3.7.1.股東會之出席，應以股份為計算基準。出席股數依繳交之簽到卡及視訊會議平台報到股數，加計以書面或電子方式行使表決權之股數計算之。 3.7.2.已屆開會時間，主席應即宣布開會，並同時公布無表決權數及出席股份數等相關資訊。 3.7.3.惟未有代表已發行股份總數過半之股東出席時，主席得宣布延後開會，其延後次數以二次為限，延後時間合計不得超過一小時。延後二次仍不足法定出席股份數時，由主席宣布流會；股東會以視訊會議召開者，本公司另應於股東會視訊會議平台公告流會。		3.7. 股東會之出席，應以股份為計算基準。出席股數依繳交之簽到卡，加計以書面或電子方式行使表決權之股數計算之。已屆開會時間，主席應即宣布開會，惟未有代表已發行股份總數過半之股東出席時，主席得宣布延後開會，其延後次數以二次為限，延後時間合計不得超過一小時。延後二次仍不足法定出席股份數時，由主席宣布流會。
3.7.4.	前項延後二次仍不足額而有代表已發行股份總數三分之一以上股東出席時，得依公司法第一百七十五條第一項規定為假決議，並將假決議通知各股東於一個月內再行召集股	(本項新增)

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	東會；股東會以視訊會議召開者，股東欲以視訊方式出席者，應依第 3.4.7.條向本公司重行登記。
3.7.5.	於當次會議未結束前，如出席股東所代表股數達已發行股份總數過半數時，主席得將作成之假決議，依公司法第一百七十四條規定重新提請股東會表決。	(本項新增)
(項次調整) 3.9.股東發言 3.9.1.出席股東發言前，須先填具發言條載明發言要旨、股東戶號（或出席證編號）及戶名，由主席定其發言順序。		3.9.出席股東發言前，須先填具發言條載明發言要旨、股東戶號（或出席證編號）及戶名，由主席定其發言順序。
(項次調整) 3.9.2. (略)		3.9.1. (略)
(項次調整) 3.9.3. (略)		3.9.2. (略)
(項次調整) 3.9.4. (略)		3.9.3. (略)
(項次調整) 3.9.5. 法人股東指派二人以上之代表出席股東會時，同一議案僅得推由一人發言。 3.9.6.出席股東發言後，主席得親自或指定相關人員答覆。		3.9.4.法人股東指派二人以上之代表出席股東會時，同一議案僅得推由一人發言。出席股東發言後，主席得親自或指定相關人員答覆。
3.9.7.	股東會以視訊會議召開者，以視訊方式參與之股東，得於主席宣布開會後，至宣布散會前，於股東會視訊會議平台以文字方式提問，每一議案提問次數不得超過兩次，每次以二百字為限，不適用第3.9.1條至第3.9.5條規定。	(本項新增)
3.9.8.	前項提問未違反規定或未超出議案範圍者，宜將該提問揭露於股東會	(本項新增)

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		視訊會議平台，以為周知。
	3.11.3.股東以書面或電子方式行使表決權後，如欲親自或以視訊方式出席股東會者，至遲應於股東會開會二日前以與行使表決權相同之方式撤銷前項行使表決權之意思表示，該撤銷應一併視為撤回視為指派股東會主席為其代理人之意思表示；逾期撤銷者，不得撤回視為指派股東會主席為其代理人之意思表示，股東會主席應依股東之原指示行使表決權。如以書面或電子方式行使表決權並以委託書委託代理人出席股東會者，視為撤回指派股東會主席為其代理人之意思表示，以委託代理人出席行使之表決權為準。		3.11.3.股東以書面或電子方式行使表決權後，如欲親自出席股東會者，至遲應於股東會開會二日前以與行使表決權相同之方式撤銷前項行使表決權之意思表示，該撤銷應一併視為撤回視為指派股東會主席為其代理人之意思表示；逾期撤銷者，不得撤回視為指派股東會主席為其代理人之意思表示，股東會主席應依股東之原指示行使表決權。如以書面或電子方式行使表決權並以委託書委託代理人出席股東會者，視為撤回指派股東會主席為其代理人之意思表示，以委託代理人出席行使之表決權為準。
	(項次調整) 3.11.6.議案表決之監票及計票人員，由主席指定之，但監票人員應具有股東身分。 3.11.7.股東會表決或選舉議案之計票作業應於股東會場內公開為之，表決之結果（包含統計之權數），應當場報告，並作成紀錄。		3.11.6.議案表決之監票及計票人員，由主席指定之，但監票人員應具有股東身分。計票應於股東會場內公開為之，表決之結果，應當場報告，並作成紀錄。
	3.11.8.本公司召開股東會視訊會議，以視訊方式參與之股東，於主席宣布開會後，應透過視訊會議平台進行各項議案表決及選舉議案之投票，並應於主席宣布投票結束前完成，逾時者視為棄權。		(本項新增)

	3.11.9.股東會以視訊會議召開者，應於主席宣布投票結束後，為一次性計票，並宣布表決及選舉結果。		(本項新增)

	3.11.10.本公司召開視訊輔助股東會時，已		(本項新增)

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		依第3.4.7.條規定登記以視訊方式出席股東會之股東，欲親自出席實體股東會者，應於股東會開會二日前，以與登記相同之方式撤銷登記；逾期撤銷者，僅得以視訊方式出席股東會。
	3.11.11.以書面或電子方式行使表決權，未撤銷其意思表示，並以視訊方式參與股東會者，除臨時動議外，不得再就原議案行使表決權或對原議案提出修正或對原議案之修正行使表決權。		(本項新增)

	3.12.股東會有選舉董事時，應依本公司所訂相關選任規範辦理，並應當場宣布選舉結果，包含當選董事之名單與其當選權數及落選董事名單及其獲得之選舉權數。選舉事項之選舉票，應由監票員密封簽字後，妥善保管，並至少保存一年。但遇有與股東會召集程序不當或不當通過決議有關之訴訟情事時，應保存至訴訟終結為止。		3.12.股東會有選舉董事時，應依本公司所訂相關選任規範辦理，並應當場宣布選舉結果。選舉事項之選舉票，應由監票員密封簽字後，妥善保管，並至少保存一年。但遇有與股東會召集程序不當或不當通過決議有關之訴訟情事時，應保存至訴訟終結為止。
	3.13.3.股東會以視訊會議召開者，其議事錄除依前項規定應記載事項外，並應記載股東會之開會起迄時間、會議之召開方式、主席及紀錄之姓名，及因天災、事變或其他不可抗力情事致視訊會議平台或以視訊方式參與發生障礙時之處理方式及處理情形。		(本項新增)

	3.13.4.本公司召開視訊股東會，除應依前項規定辦理外，並應於議事錄載明，對於以視訊方式參與股東會有困難股東提供之替代措施。		(本項新增)

	(項次調整)		3.14.徵求人徵得之股數及受託代理人之

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	3.14.對外公告 3.14.1.徵求人徵得之股數、受託代理人之股數及股東以書面或電子方式出席之股數，本公司應於股東會開會當日，依規定格式編造統計表，於股東會場內為明確之揭示；股東會以視訊會議召開者，本公司至少應於會議開始前三十分鐘，將前述資料上傳至股東會視訊會議平台，並持續揭露至會議結束。 3.14.3.股東會決議事項，如有屬法令規定、臺灣證券交易所股份有限公司規定之重大訊息者，本公司應於規定時間內，將內容傳輸至公開資訊觀測站。	股數，本公司應於股東會開會當日，依規定格式編造統計表，於股東會場內為明確之揭示。股東會決議事項，如有屬法令規定、臺灣證券交易所股份有限公司規定之重大訊息者，本公司應於規定時間內，將內容傳輸至公開資訊觀測站。
	3.14.2.本公司召開股東會視訊會議，宣布開會時，應將出席股東股份總數，揭露於視訊會議平台。如開會中另有統計出席股東之股份總數及表決權數者，亦同。	(本項新增)

	3.17.視訊會議之資訊揭露 3.17.1.股東會以視訊會議召開者，本公司應於投票結束後，即時將各項議案表決結果及選舉結果，依規定揭露於股東會視訊會議平台，並應於主席宣布散會後，持續揭露至少十五分鐘。	(本項新增)

	3.18. 視訊股東會主席及紀錄人員之所在地 3.18.1.本公司召開視訊股東會時，主席及紀錄人員應在國內之同一地點，主席並應於開會時宣布該地點之地址。	(本項新增)

	3.19. 斷訊之處理 3.19.1.股東會以視訊會議召開者，本公司	(本項新增)

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		得於會前提供股東簡易連線測試，並於會前及會議中即時提供相關服務，以協助處理通訊之技術問題。
	3.19.2.股東會以視訊會議召開者，主席應於宣布開會時，另行宣布除公開發行股票公司股務處理準則第四十四條之二十第四項所定無須延期或續行集會情事外，於主席宣布散會前，因天災、事變或其他不可抗力情事，致視訊會議平台或以視訊方式參與發生障礙，持續達三十分鐘以上時，應於五日內延期或續行集會之日期，不適用公司法第一百八十二條之規定。		(本項新增)

	3.19.3.發生前項應延期或續行會議，未登記以視訊參與原股東會之股東，不得參與延期或續行會議。		(本項新增)

	3.19.4.依第3.19.2.條規定應延期或續行會議，已登記以視訊參與原股東會並完成報到之股東，未參與延期或續行會議者，其於原股東會出席之股數、已行使之表決權及選舉權，應計入延期或續行會議出席股東之股份總數、表決權數及選舉權數。		(本項新增)

	3.19.5.依第3.19.2.條規定辧理股東會延期或續行集會時，對已完成投票及計票，並宣布表決結果或董事當選名單之議案，無須重行討論及決議。		(本項新增)

	3.19.6.本公司召開視訊輔助股東會，發生第3.19.2.條無法續行視訊會議時，如扣除以視訊方式出席股東會之出席股數後，出席股份總數仍達股東會開會之法定定額者，股東會應繼續進行，無須依第3.19.2.條規定延期或續行集會。		(本項新增)

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	3.19.7.發生前項應繼續進行會議之情事，以視訊方式參與股東會股東，其出席股數應計入出席股東之股份總數，惟就該次股東會全部議案，視為棄權。	(本項新增)

	3.19.8.本公司依第3.19.2.條規定延期或續行集會，應依公開發行股票公司股務處理準則第四十四條之二十第七項所列規定，依原股東會日期及各該條規定辦理相關前置作業。	(本項新增)

	3.19.9.公開發行公司出席股東會使用委託書規則第十二條後段及第十三條第三項、公開發行股票公司股務處理準則第四十四條之五第二項、第四十四條之十五、第四十四條之十七第一項所定期間，本公司應依第 3.19.2.條規定延期或續行集會之股東會日期辦理。	(本項新增)

	3.20.數位落差之處理 3.20.1.本公司召開視訊股東會時，應對於以視訊方式出席股東會有困難之股東，提供適當替代措施。	(本項新增)

	(項次調整) 4.修訂：本規則未規定事項悉依法令及本公司章程之規定辦理。本規則經股東會通過後施行，修正時亦同。本規則訂定後，如遇相關法令變更，本規則應適時配合修正，並應依照法令經董事會及股東會決議通過。本規則制定並經2010年1月8日第一次股東會通過後實施。第一次修訂，並經2010年4月13日股東會通過。第二次修訂，並經2012 年5 月16日股	3.17.本規則未規定事項悉依法令及本公司章程之規定辦理。本規則經股東會通過後施行，修正時亦同。本規則訂定後，如遇相關法令變更，本規則應適時配合修正，並應依照法令經董事會及股東會決議通過。本辦法制定並經2010年1月8日第一次股東會通過後實施。第一次修訂，並經2010 年4 月13 日股東會通過。第二次修訂，並經2012 年5 月16 日股東會通過。第三次修訂，並經2015 年6 月12

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	東會通過。第三次修訂，並經2015年6月12日股東會通過。第四次修訂，並經2020年6月10日股東會通過。第五次修訂，並經2023年6月6日股東會通過。	日股東會通過。第四次修訂，並經2020 年6 月10 日股東會通過。
(條號調整) 5.管理重點： 5.1.股務代理和公司內部應負責工作是否明確劃分。 5.2.股東會開會程序是否符合法令。 5.3.是否於規定時間內，於指定網站上公告股東會重要決議事項。 5.4.相關文件是否依法定期限保存(包含選舉選票及相關記錄)。		4.管理重點： 4.1.股務代理和公司內部應負責工作是否明確劃分。 4.2.股東會開會程序是否符合法令。 4.3.是否於規定時間內，於指定網站上公告股東會重要決議事項。 4.4.相關文件是否依法定期限保存(包含選舉選票及相關記錄)。
(條號調整) 6. 依據資料：無		5. 依據資料：無
(條號調整) 7. 使用表單：無		6. 使用表單：無

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Exhibit 7

Comparison Table of Amendments to the Rules of Shareholders’ Meeting Procedures


	Proposed Amendment	Original Article
3.2.1.	Any change in the manner of holding a shareholders meeting shall be resolved by the board of directors and shall be made at the latest before the mailing of the notice of the shareholders meeting.	New Article
3.2.2.	The Company shall, thirty days prior toan annual generalmeeting of shareholders or fifteen days prior to an extraordinarygeneralmeeting of shareholders, publish the notice of the shareholders' meeting, the proxy instrument, agendas and materials relating to matters for approval and matters for discussion (including but not limited to election or discharge of directors) via the Market Observation Post System in electronic form. The Company shall prepare a meeting handbook of the relevant shareholders' meeting and supplemental materials, which shall be transmitted to the Market Observation Post System twenty-one days prior toan annual generalmeeting of shareholders and fifteen days prior to an extraordinary generalmeeting of shareholders.If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the regular shareholders meeting held in the immediately preceding year, the foregoing transmission of electronic files shall be made at least thirty days prior to the regular shareholders meeting.Prior to fifteen days of the shareholders' meeting,thepublication	3.2.1.The Company shall, thirty days prior to aregularmeeting of shareholders or fifteen days prior to an extraordinary meeting of shareholders, publish the notice of the shareholders' meeting, the proxy instrument, agendas and materials relating to matters for approval and matters for discussion (including but not limited to election or discharge of directors) via the Market Observation Post System in electronic form. The Company shall prepare a meeting handbook of the relevant shareholders' meeting and supplemental materials, which shall be transmitted to the Market Observation Post System twenty-one days prior to aregularmeeting of shareholders and fifteen days prior to an extraordinary meeting of shareholders. Prior to fifteen days of the shareholders' meeting, the publication of a meeting handbook of the relevant shareholders' meeting and supplemental materials should be completed for shareholders' review from time to time, should be displayed at the Company and the stock transfer agent of the Companyand should be distributed at shareholders’ meeting.

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	of a meeting handbook of the relevant shareholders' meeting and supplemental materials should be completed for shareholders' review from time to time, should be displayed at the Company and the stock transfer agent of the Company.
3.2.3.	The Company shall make the meeting handbook of the shareholders meeting and supplemental materials set forth in the preceding paragraph available to shareholders for review in the following manners on the date of the relevant shareholders meeting: (a)In case of a physical shareholders meeting, to be distributed on-site at the meeting. (b)In case of a hybrid shareholders meeting, to be distributed on-site at the meeting and uploaded the electronic files to the Virtual Meeting Platform. (c)In case of a virtual shareholders meeting, the electronic files to be uploaded to the Virtual Meeting Platform.	(New Article)

3.2.4.	(Omitted)	3.2.2. (Omitted)
3.2.5.	Matters relating to (a) election or discharge of directors, (b) change of the Amended and Restated Memorandum of Association and Articles of Association of the Company, (c)(i) dissolution, merger, division, (ii) association of the Company, change in or termination of leasehold of the Company’s business operation in full, consigned business operation, execution of a contract to team up with another party in joint business operation, (iii) transfer of business operation orproperties either	3.2.3. Matters relating to (a) election or discharge of directors, (b) change of the Amended and Restated Memorandum of Association and Articles of Association of the Company, (c)(i) dissolution, merger, division, (ii) association of the Company, change in or termination of leasehold of the Company’s business operation in full, consigned business operation, execution of a contract to team up with another party in joint business operation, (iii) transfer of business operation orproperties either

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in whole or in part, (iv) inward transfer of another’s business operation or properties in full which has a significant impact upon the Company, (d) permission to directors for actions within the Company’s business scope for themselves or for other firms, (e) allocation of dividend or bonus by means of issuing new shares, issuance of new shares by means of reserve to be converted into capital increase (re-capitalization), capitalizing all or part of retained earnings, legal reserve, or other funds defined in Article 35 of the Amended and Restated Memorandum of Association and Articles of Association of the Company by issuing new shares, (f) issuance of equity-oriented securities by the Company through private placement, (g) matters set forth in Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers as applied mutatis mutandis under Paragraph 2 of Article 60 of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers, (h) capital reduction, and (i) cease of its status as a public company, shall be expressly enumerated in the notice of the shareholders’ meeting and shall not be posted by means of occasional (extemporaneous) motions; the material contents may be uploaded onto the website designated by the competent authority in charge of securities affairs or the Company.		in whole or in part, (iv) inward transfer of another’s business operation or properties in full which has a significant impact upon the Company, (d) permission to directors for actions within the Company’s business scope for themselves or for other firms, (e) allocation of dividend or bonus by means of issuing new shares, issuance of new shares by means of reserve to be converted into capital increase (re-capitalization), capitalizing all or part of retained earnings, legal reserve, or other funds defined in Article 35 of the Amended and Restated Memorandum of Association and Articles of Association of the Company by issuing new shares, (f) issuance of equity-oriented securities by the Company through private placement, (g) matters set forth in Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers as applied mutatis mutandis under Paragraph 2 of Article 60 of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers, (h) capital reduction, and (i) cease of its status as a public company, shall be expressly enumerated in the notice of the shareholders’ meeting and shall not be posted by means of occasional (extemporaneous) motions; the material contents may be uploaded onto the website designated by the competent authority in charge of securities affairs or the Company, and such website shall be indicated in the notice of the shareholders’meeting.
3.2.6. (Omitted)	3.2.4.	(Omitted)
3.2.7. (Omitted)	3.2.5.	(Omitted)
3.2.8. (Omitted)	3.2.6.	(Omitted)
3.2.9.(Omitted)	3.2.7.	(Omitted)

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3.2.10.	(Omitted)	3.2.8. (Omitted)
3.3.3.	If a shareholder wishes to attend a shareholders meeting by video conferencing after the proxy has been delivered to the Company, he/she shall give written notice of revocation of such proxy to the Company two days prior to the shareholders meeting; if the proxy is revoked after that date, votes cast at the meeting by the proxy shall prevail.	(New Article)
3.4.1.	The Company shall expressly provide the time and location at which shareholders, proxy solicitors and proxies (collectively"shareholders") sign in for the shareholders' meeting and other important matters in the notice of the shareholders' meeting.	3.4.1.The Company shall expressly provide the time and location at which shareholders sign in for the shareholders' meeting and other important matters in the notice of the shareholders' meeting.
3.4.2.	The shareholders' sign-in has to begin at least thirty minutes before the shareholders meeting begins. The sign-in location should be clearly marked and staffed by adequate and competent employees.Attendance registrations for the virtual shareholders meeting shall be accepted at the Virtual Meeting Platform at least 30 minutes before the commencement of the meeting. Shareholders who have completed the attendance registration process shall be deemed to be present in person at the shareholders meeting.	3.4.2.The shareholders' sign-in has to begin at least thirty minutes before the shareholders meeting begins. The sign-in location should be clearly marked and staffed by adequate and competent employees.
3.4.6.	When the Company holds a virtual shareholders meeting, the restrictions on the place of meeting prescribed in Article 3.4. shall not apply.	(New Article)
3.4.7.	Shareholders who wish to attend the shareholders meeting by video conferencing should register with the Company two days prior to the shareholders meeting.	(New Article)
3.4.8.	In the event of a virtual shareholders meeting, the meeting handbook,	(New Article)

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	annual report and other relevant materials shall be uploaded by the Company to the Virtual Meeting Platform at least 30 minutes before the start of the meeting and shall keep being disclosed until the end of the meeting.
3.4.9.	To convene a virtual shareholders meeting, the Company shall state the following in the notice of the shareholders meeting: (a)The method of shareholders attendance in the virtual meeting and exercising their rights. (b)The way to deal with obstacles to the Virtual Meeting Platform or attendance via video conferencing due to natural disasters, contingencies, or other force majeure, including at least the following: (i)The time when the meeting is postponed or resumed due to the persistence of the foregoing disruption, and the date of the postponed or resumed meeting, if any. (ii)Shareholders who have not registered to attend the original shareholders meeting by video conferencing are not allowed to attend the postponed or resumed meeting. (iii)In case of a hybrid shareholders meeting, if the	(New Article)

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		video conferencing cannot be continued, then after deducting the number of shares attending the shareholders meeting by video conferencing, if the total number of shares held by the shareholders present reach the quorum for the shareholders meeting, the shareholders meeting shall be continued. Shareholders participating by video conferencing shall be counted as the total number of shares held by the shareholders present and shall be deemed to have abstained from voting on all motions at that meeting. (iv)The manner of handling of the situation where the results of all motions have been announced and no ad hoc motion has been made. (c)Where a virtual shareholders meeting is held, the Company shall include appropriate alternatives for shareholders who have difficulty participating in the shareholders meeting by video conferencing.

	3.6. 3.6.1.	Documentation of a shareholders meeting by audio or video The entire process of a shareholders’ meeting shallbe videotaped and	3.6. The entire process of a shareholders’ meeting shall be videotaped or recorded in soundandshall be archived for a minimum of oneyear.

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3.6.2.	recorded in sound. The recorded materials set forth in the preceding paragraphshall be archived for a minimum of one year. However, incase of a litigious action taking place because of inappropriate process to convene the shareholders’ meeting or an inappropriate decision resolved, the video or sound archives shall be continually stored until the litigious action is concluded.	Incase of a litigious action taking place because of inappropriate process to convene the shareholders’ meeting or an inappropriate decision resolved, the videoorsound archives shall be continually stored until the litigious action is concluded.
3.6.3.	In case of a virtual shareholders meeting, the information on shareholders' registration, enrollment, attendance, questions, voting, and the Company's vote counting results shall be recorded and kept, and the entire video conference shall be continuously and uninterruptedly recorded and video-taped.	(New Article)
3.6.4.	The Company shall keep the aforementioned information and audio and video recordings during their preservation period and provide the audio and video recordings to the person in charge of the matters relating to the video conference for retention.	(New Article)
3.6.5.	In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the Virtual MeetingPlatform.	(New Article)
3.7. 3.7.1.	Attendance at shareholders meetings Shareholders participating in a shareholders’ meeting shall be duly calculated based on the shares they represent. The total number of shares participating in the meeting shall be calculated based on thenumber of shares represented by those present in person as indicated by the attendance sign-in cardsand the number of shares held by shareholders registering their	3.7. Shareholders participating in a shareholders’ meeting shall be duly calculated based on the shares they represent. The total number of shares participating in the meeting shall be calculated based on the sign-in cards plus the number of shares exercising the voting powers in writing or through electronic means. The chairperson of the board of directors meeting shall call the meeting to order at the time scheduled for the meeting.

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	3.7.2. 3.7.3.	attendance on the Virtual Meeting Platform,plus the number of shares exercising the voting powers in writing or through electronic means. The chairperson of the board of directors meeting shall call the meeting to orderand disclose information concerning the number of non-voting shares and number of shares represented by shareholders attending the meetingat the time scheduled for the meeting. In the event that the meeting is attended by shareholders who represent less than a majority of the total outstanding shares at the time scheduled for the meeting, the chairperson may announce postponement of the meeting. The total number of postponements shall not exceed the maximum of twice and the total time accumulated for the postponement shall not exceed an hour. In the event that the shareholders’ meeting is attended by the shareholders who represent cannot reach the quorum after two postponements, the chairperson shall announce that the meeting is aborted. In the event of a virtual shareholders meeting, the adjournment of the meeting shall be announced on the Virtual Meeting Platform.	In the event that the meeting is attended by shareholders who represent less than a majority of the total outstanding shares at the time scheduled for the meeting, the chairperson may announce postponement of the meeting. The total number of postponements shall not exceed the maximum of twice and the total time accumulated for the postponement shall not exceed an hour. In the event that the shareholders’ meeting is attended by the shareholders who represent cannot reach the quorum after two postponements, the chairperson shall announce that the meeting is aborted.
	3.7.4.	If the quorum is not met after two postponements as referred to in the preceding paragraph, but the shareholders present at the meeting represent one-third or more of the total outstanding shares of the Company, a tentative resolution may be made in accordance with Paragraph 1 of Article 175 of the Company Act of the Republic of China (ROC). A notice of such tentative resolution shall be given to each of the shareholders, and the shareholders	(New Article)

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	meeting shall be reconvened within one month. Shareholders who wish to attend the virtual shareholders meeting by video conferencing shall re-register with the Company in accordance with Article 3.4.7. hereof.
3.7.5.	If the number of the shares represented by the shareholders present at the shareholders meeting reaches one-half of the total outstanding shares of the Company prior to the end of the meeting, the chairperson may submit the aforementioned tentative resolutions to the shareholders meeting for approval in accordance with Article 174 of the Company Act of the ROC.	(New Article)
3.9. 3.9.1.	Shareholder speech A present shareholder who intends to present a speech shall issue a slip of presentation beforehand. The slip of presentation shall expressly remark the subjects of speech, account number of shareholder (or code of the participation certificate), so that the chairperson may decide the order of presentation.	3.9. A present shareholder who intends to present a speech shall issue a slip of presentation beforehand. The slip of presentation shall expressly remark the subjects of speech, account number of shareholder (or code of the participation certificate), so that the chairperson may decide the order of presentation.
3.9.2.	(Omitted)	3.2.1. (Omitted)
3.9.3.	(Omitted)	3.2.2. (Omitted)
3.9.4.	(Omitted)	3.2.3. (Omitted)
3.9.5. 3.9.6.	Where a juristic (corporate) person shareholder appoints two or more representatives to participate in a shareholders’ meeting, only one representative may be appointed from among themselves to speak up for the same issue. After a present shareholder gives a presentation, the chairperson may reply in person or by appointing a relevantperson to reply.	3.9.4. Where a juristic (corporate) person shareholder appoints two or more representatives to participate in a shareholders’ meeting, only one representative may be appointed from among themselves to speak up for the same issue. After a present shareholder gives a presentation, the chairperson may reply in person or by appointing a relevant person to reply.
3.9.7.	Shareholders participating in the shareholders meeting by video	(New Article)

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		conferencing may ask questions by sending texts on the Virtual Meeting Platform after the chairperson calls the meeting to order and before the meeting is adjourned; they may ask only two questions per motion, and each question shall be limited to 200 words. The provisions of Articles 3.9.1. to 3.9.5. hereof shall not apply here.
	3.9.8.	If the questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the Virtual Meeting Platform.	(New Article)
	3.11.3.	In the event that a shareholder intends to participate in a shareholders meeting in personor by video conferencingafter he or she has expressed an intent to exercised voting power in writing or by electronic means, he or she shall withdraw the expression of intent in the same manner same as the exercising of the voting power not later than two days preceding the date scheduled for the meeting. Such revocation shall constitute a revocation of the proxy deemed to be given to thechairpersonof the shareholders' meeting. If he or she withdraws beyond such deadline, the proxy deemed to be given to the chairpersonof the shareholders' meeting shall not be revoked and the chairpersonof the shareholders' meeting shall exercise the voting powers of such shareholder in accordance with the proxy. Where a shareholder exercises voting power in writing or by electronic means and participates in the shareholders’ meeting through a proxy, the appointmentof the proxy shallbe	3.11.3.	In the event that a shareholder intends to participate in a shareholders’ meeting in person after he or she has expressed an intent to exercised voting power in writing or by electronic means, he or she shall withdraw the expression of intent in the same manner same as the exercising of the voting power not later than two days preceding the date scheduled for the meeting. Such revocation shall constitute a revocation of the proxy deemed to be given to thechairmanof the shareholders' meeting. If he or she withdraws beyond such deadline, the proxy deemed to be given to the chairmanof the shareholders' meeting shall not be revoked and thechairman of the shareholders' meeting shall exercise the voting powers of such shareholder in accordance with the proxy. Where a shareholder exercises voting power in writing or by electronic means and participates in the shareholders’ meeting through a proxy, the appointment of the proxy shall be deemed to be a revocation of such shareholder's appointment of the chairman of the shareholders' meeting

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	deemed to be a revocation of such shareholder's appointment of the chairpersonof the shareholders' meeting as his proxy, and the voting power exercised by his or her proxy shallprevail.	as his proxy, and the voting power exercised by his or her proxy shall prevail.
3.11.6. 3.11.7.	Upon the resolving process, the ballot scrutineer and recorder shall be appointed by the chairperson. The scrutineer, nevertheless, must be chosen from shareholders. Counting of the votes for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting.The chairperson shall announce the results of the resolving process, including the statistical tallies of the numbers of votes,on-the-spot and shall put the results into the minutes.	3.11.6.Upon the resolving process, the ballot scrutineer and recorder shall be appointed by the chairperson. The scrutineer, nevertheless, must be chosen from shareholders. The chairperson shall announce the results of the resolving process on-the-spot and shall put the results into the minutes.

3.11.8.	Where the Company convenes a virtual shareholders meeting, after the chairperson calls the meeting to order, shareholders who participate in the shareholders meeting by video conferencing shall vote on each motion and election motion through the Virtual Meeting Platform, and shall complete the voting before the chairperson announces the end of the voting, and any delay shall be deemed as abstention.	(New Article)

3.11.9.	Where the Company convenes a virtual shareholders meeting, the Company shall conduct a one-time vote count and announce the voting and election results after the chairperson announces the close of voting.	(New Article)

3.11.10.When the Company convenes a hybrid shareholders meeting, shareholders who have registered to attend the shareholders meeting by video conferencing in accordance with Article 3.4.7. but wish to attend the		(New Article)

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	physical shareholders meeting in person shall deregister in the same manner as they have registered two days prior to the shareholders meeting; if they deregister after that time, they may attend the shareholders meeting by video conferencing only.
3.11.11.Those who exercise their voting rights by written or electronic means without revoking their expression of intention and participate in the shareholders meeting by video conferencing may not exercise their voting rights on the original motion or propose amendments to the original motion or exercise their voting rights on the amendments to the original motion, except for ad hoc motions.		(New Article)

3.12.	Where directors are elected in a shareholders’ meeting, the election process shall be duly handled in accordance with election rules enacted by TPK and the outcome of the election(including the names of those who have been elected, and the names of those who have not been elected, as directors, and the numbers of votes cast in the elections)shall be announced on-the-spot. The election ballots shall be tightly sealed and signed by the scrutineer and shall be appropriately archived for a minimum of one year. In case of a litigious action taking place due to inappropriate process to convene the shareholders’ meeting or in resolving the decisions, the election ballots shall be continually stored until the litigious action is concluded.	3.12.Where directors are elected in a shareholders’ meeting, the election process shall be duly handled in accordance with election rules enacted by TPK and the outcome of the election shall be announced on-the-spot. The election ballots shall be tightly sealed and signed by the scrutineer and shall be appropriately archived for a minimum of one year. In case of a litigious action taking place due to inappropriate process to convene the shareholders’ meeting or in resolving the decisions, the election ballots shall be continually stored until the litigious action is concluded.
3.13.3.	If a shareholders meeting is held by video conferencing, the minutes of the meeting shall include, in addition to the matters required to be recorded in the preceding paragraph, the starting and ending time of the shareholders	(New Article)

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	meeting, the manner in which the meeting is held, the names of the chairperson and the minute taker, and the manner and situation of handling any interruption from the Virtual Meeting Platform or video participation due to natural disasters, contingencies, or other force majeure.
3.13.4.	In addition to complying with the provisions of the preceding paragraph, the Company, if convenes a virtual shareholders meeting, shall include in the minutes of the alternatives for shareholders who have difficulties in participating in the shareholders meeting by means of video conferencing.	(New Article)

3.14. 3.14.1.	Public announcement For the number of shares solicited by proxysolicitors and the number of shares represented by proxies, as well as those held by shareholders present in writing or by electronic means, TPK shall work out statistical statements based on the specified formula and shall expressly display such statistical statements at the arena where the shareholders’ meeting is convened.If a shareholders meeting is held by video conferencing, the foregoing information shall be uploaded by the Company to the Virtual Meeting Platform at least 30 minutes before the start of the meeting and shall keep being disclosed until the end of the meeting. In the event that an issue resolved in the shareholders’ meeting is deemed as major information as defined by laws and ordinances concerned and by the Taiwan Stock Exchange Corporation (TSEC), TPK shall transmit such information to the Market Observation Post System (MOPS) within the specifiedtime	3.14.For the number of shares solicited by solicitors and the number of shares represented by proxies, TPK shall work out statistical statements based on the specified formula and shall expressly display such statistical statements at the arena where the shareholders’ meeting is convened. In the event that an issue resolved in the shareholders’ meeting is deemed as major information as defined by laws and ordinances concerned and by the Taiwan Stock Exchange Corporation (TSEC), TPK shall transmit such information to the Market Observation Post System (MOPS) within the specified time limit.
3.14.3.

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	limit.
3.14.2.	In case of a virtual shareholders meeting, the total number of shares represented at the meeting shall be disclosed on the Virtual Meeting Platform when the meeting is called to order. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.	(New Article)

3.17. 3.17.1.	Disclosure of information at virtual meetings Where the Company convenes a virtual shareholders meeting, the voting results of each motion and the election results shall be disclosed by the Company on the Virtual Meeting Platform in accordance with the regulations and shall continue to be disclosed for at least 15 minutes after the chairperson announces the adjournment of the meeting.	(New Article)

3.18. 3.18.1.	Location of the chairperson and minute taker of virtual shareholders meeting When the Company holds a virtual shareholders meeting, the chairperson and minute taker shall be present at the same place in the ROC, and the chairperson shall declare the address of their location when the meeting is called to order.	(New Article)

3.19. 3.19.1.	Handling of disconnection In case of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders before the meeting and provide relevant real-time services before and during the meeting to help resolve technical communication issues.	(New Article)

3.19.2.	In case of a virtual shareholders meeting, the chairperson, when calling the meeting to order, shall announce separately that, except for the	(New Article)

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	circumstances specified in Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies that do not require the postponement or reconvening of the meeting, if, before the chairperson announces the adjournment of the meeting, there is any interruption to participation on the Virtual Meeting Platform or by video conferencing for a period of 30 minutes or more due to a natural disaster, a contingency, or other force majeure, the meeting shall be postponed or resumed within five days, in which case Article 182 of the Company Act of the ROC shall not apply.
3.19.3.	In the event of a postponement or reconvening of a meeting under the preceding paragraph, shareholders who have not registered to participate in the original shareholders meeting by video conferencing shall not participate in the postponed or resumed meeting.	(New Article)

3.19.4.	For those shareholders who have registered to attend the original shareholders meeting by video conferencing and have completed attendance registration for the meeting, but have not attended the postponed or resumed meeting, their number of shares, voting rights and election rights exercised at the original shareholders meeting shall be counted as the total number of shares, voting rights and election rights of shareholders present at the postponed or resumed meeting.	(New Article)

3.19.5.	If the shareholders meeting is postponed or resumed in accordance with Article 3.19.2., it is not necessary to discuss and resolve again the motions for which voting and	(New Article)

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	counting have been completed and the voting results or the list of directors elected have been announced.
3.19.6.	In the event that the Company convenes a hybrid shareholders meeting and the virtual meeting cannot continue as described in Article 3.19.2., and if, after deducting the number of shares present at the shareholders meeting by video conferencing, the total number of shares present still reaches the quorum for the shareholders meeting, the shareholders meeting shall continue, without being postponed or resumed in accordance with Article 3.19.2.	(New Article)

3.19.7.	In the event that a meeting should be continued in accordance with the preceding paragraph, the number of shares held by shareholders participating in the meeting by way of video conferencing shall be counted towards the total number of shares represented by shareholders present at the meeting, but shall be deemed to be abstained for all motions at that meeting.	(New Article)

3.19.8.	If the Company postpones or resumes a shareholders meeting in accordance with Article 3.19.2., the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.	(New Article)

3.19.9.	The Company shall postpone or resume the shareholders meeting in accordance with Article 3.19.2. within the period stipulated in the second half of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for	(New Article)

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	Attendance at Shareholder Meetings of Public Companies, and that specified in Paragraph 2 of Article 44-5, Article 44-15, or Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
3.20. 3.20.1.	Handling of digital divide When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternatives for shareholders who have difficulties in participating in the shareholders meeting by means of video conferencing.	(New Article)

4. Amendment Any matters insufficiently provided for in these Regulations shall be in accordance with relevant laws and regulations and the Amended and Restated Memorandum of Association and Articles of Association of the Company. These Regulations and amendment hereof shall be put into enforcement after being resolved in the shareholders’ meeting. These Regulations and amendments shall be amended in a timely manner if any relative Acts or laws have been modified and shall follow such rule to be approved by the board of directors (or Audit Committee) and/or shareholders’ meeting. These Regulations were enacted and approved by the 1stshareholders' meeting held on January 8, 2010. The first amendment was approved by the shareholders' meeting held on April 13, 2010. The second amendment was approved by the shareholders' meeting held on May 16, 2012. The third amendment was approved by the shareholders' meeting held on June		3.17.Any matters insufficiently provided for in these Regulations shall be in accordance with relevant laws and regulations and the Amended and Restated Memorandum of Association and Articles of Association of the Company. These Regulations and amendment hereof shall be put into enforcement after being resolved in the shareholders’ meeting. These Regulations and amendments shall be amended in a timely manner if any relative Acts or laws have been modified and shall follow such rule to be approved by the board of directors (or Audit Committee) and/or shareholders’ meeting. These Regulations were enacted and approved by the 1stshareholders' meeting held on January 8, 2010. The first amendment was approved by the shareholders' meeting held on April 13, 2010. The second amendment was approved by the shareholders' meeting held on May 16, 2012. The third amendment was approved by the shareholders' meeting held on June 12, 2015.

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	12, 2015. The fourth amendment was approved by the shareholders' meeting held on June 10, 2020. The fifth amendment was approved by the shareholders'meeting held on June 6, 2023.	The fourth amendment was approved by the shareholders' meeting held on June 10, 2020.
5. 5.1. 5.2. 5.3. 5.4.	Highlights of management: Whether the duties to be handled by the agent for stock affairs and by TPK itself internally have been expressly divided. Whether the process of the shareholders’ meeting has satisfied laws and ordinances concerned. Whether the major decisions resolved in the special (extraordinary) meeting of shareholders have been put into public announcement through the specified website. Whether the relevant documents have been duly archived within the legally specified time limit (including the election ballots and relevant records).	4. Highlights of management: 4.1. Whether the duties to be handled by the agent for stock affairs and by TPK itself internally have been expressly divided. 4.2. Whether the process of the shareholders’ meeting has satisfied laws and ordinances concerned. 4.3. Whether the major decisions resolved in the special (extraordinary) meeting of shareholders have been put into public announcement through the specified website. 4.4. Whether the relevant documents have been duly archived within the legally specified time limit (including the election ballots and relevant records).
6.	Document of authority: Nil	5. Document of authority: Nil
7.	Forms used: Nil	6. Forms used: Nil

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==> picture [76 x 15] intentionally omitted <==

	（為上述目的及在合於相關法律之情形下，應包括臺灣臺北地方法院），為股份收買價格之裁定，該法院所作出的裁定對於公司和提出請求的股東之間僅就有關股份收買價格之事項具有拘束力和終局性。	裁定對於公司和提出請求的股東之間僅就有關股份收買價格之事項具有拘束力和終局性。
22.5	依第22.1條及第22.2條放棄表決權之股份數，不算入已出席股東之表決權數。	(本條新增)
	決權數。
(條號調整) 22.6 縱有第22.3 條及第22.4條之規定，本條之規定未限制或禁止股東依據開曼公司法第238條之規定，於其對合併表示異議時，請求支付其股份公平價格。		22.3(後段)縱有第22.3條之規定，本條之規定未限制或禁止股東依據開曼公司法第238 條之規定，於其對合併表示異議時，請求支付其股份公平價格。
(條號調整) 22.7前述股份收買價格的支付應與股票的交付同時為之，且股份的移轉應於受讓人之姓名登錄於股東名冊時生效。		22.4前述股份收買價款的支付應與股票的交付同時為之，且股份的移轉應於受讓人之姓名登錄於股東名冊時生效。
30.5董事對於董事會議討論之事項有直接或間接利害關係者，應於該董事會說明其自身利害關係之性質及重要內容。於公司擬進行第22.1條及第22.2 條交易或依相關法律進行其他併購時，董事就該等交易有自身利害關係時，應依相關法律向董事會及股東會說明其與併購交易自身利害關係之重要內容及贊成或反對該等交易之理由，公司並應於股東會召集事由中敘明董事利害關係之重要內容及贊成或反對併購決議之理由，其內容得置於中華民國證券主管機關或公司指		30.5 董事對於董事會議討論之事項有直接或間接利害關係者，應於該董事會說明其自身利害關係之性質及重要內容。於公司擬進行第 22.1條及第22.2條交易或依相關法律進行其他併購時，董事就該等交易有自身利害關係時，應依相關法律向董事會及股東會說明其與併購交易自身利害關係之重要內容及贊成或反對該等交易之理由。董事之配偶、二親等內血親，或與董事具有控制從屬關係之公司，就前述會議討論之事項有利

		法。 (b)因天災、事變或其他不可抗力情事致視訊會議平台或以視訊方式參與發生障礙之處理方式，至少包括下列事項： (i)發生前開障礙持續無法排除致須延期或續行會議之時間，及如須延期或續行集會時之日期。 (ii)未登記以視訊參與原股東會之股東不得參與延期或續行會議。 (iii)召開視訊輔助股東會，如無法續行視訊會議，經扣除以視訊方式參與股東會之出席股數，出席股份總數達股東會開會之法定定額，股東會應繼續進行，以視訊方式參與股東，其出席股數應計入出席之股東股份總數，就該次股東會全部議案，視為棄權。 (iv)遇有全部議案已宣布結果，而未進行臨時動議之情形，其處理方式。 (c)召開視訊股東會，並應載明對以視訊方式參與股東會有困難之股東所提供之適當替代措施。

	(項次調整) 3.6.股東會開會過程錄音或錄影之存證 3.6.1.本公司應將股東會之開會過程全程錄音及錄影。 3.6.2.前項影音資料應至少保存一年，但如遇有與股東會召集程序不當或不當通過決議有關之訴訟情事時，應保存至訴訟終結為止。		3.6. 本公司應將股東會之開會過程全程錄音或錄影，並至少保存一年。遇有與股東會召集程序不當或不當通過決議有關之訴訟情事時，應保存至訴訟終結為止。
	3.6.2.

		視訊會議平台，以為周知。
	3.11.3.股東以書面或電子方式行使表決權後，如欲親自或以視訊方式出席股東會者，至遲應於股東會開會二日前以與行使表決權相同之方式撤銷前項行使表決權之意思表示，該撤銷應一併視為撤回視為指派股東會主席為其代理人之意思表示；逾期撤銷者，不得撤回視為指派股東會主席為其代理人之意思表示，股東會主席應依股東之原指示行使表決權。如以書面或電子方式行使表決權並以委託書委託代理人出席股東會者，視為撤回指派股東會主席為其代理人之意思表示，以委託代理人出席行使之表決權為準。		3.11.3.股東以書面或電子方式行使表決權後，如欲親自出席股東會者，至遲應於股東會開會二日前以與行使表決權相同之方式撤銷前項行使表決權之意思表示，該撤銷應一併視為撤回視為指派股東會主席為其代理人之意思表示；逾期撤銷者，不得撤回視為指派股東會主席為其代理人之意思表示，股東會主席應依股東之原指示行使表決權。如以書面或電子方式行使表決權並以委託書委託代理人出席股東會者，視為撤回指派股東會主席為其代理人之意思表示，以委託代理人出席行使之表決權為準。
	(項次調整) 3.11.6.議案表決之監票及計票人員，由主席指定之，但監票人員應具有股東身分。 3.11.7.股東會表決或選舉議案之計票作業應於股東會場內公開為之，表決之結果（包含統計之權數），應當場報告，並作成紀錄。		3.11.6.議案表決之監票及計票人員，由主席指定之，但監票人員應具有股東身分。計票應於股東會場內公開為之，表決之結果，應當場報告，並作成紀錄。
	3.11.8.本公司召開股東會視訊會議，以視訊方式參與之股東，於主席宣布開會後，應透過視訊會議平台進行各項議案表決及選舉議案之投票，並應於主席宣布投票結束前完成，逾時者視為棄權。		(本項新增)

	3.11.9.股東會以視訊會議召開者，應於主席宣布投票結束後，為一次性計票，並宣布表決及選舉結果。		(本項新增)

	3.11.10.本公司召開視訊輔助股東會時，已		(本項新增)

		依第3.4.7.條規定登記以視訊方式出席股東會之股東，欲親自出席實體股東會者，應於股東會開會二日前，以與登記相同之方式撤銷登記；逾期撤銷者，僅得以視訊方式出席股東會。
	3.11.11.以書面或電子方式行使表決權，未撤銷其意思表示，並以視訊方式參與股東會者，除臨時動議外，不得再就原議案行使表決權或對原議案提出修正或對原議案之修正行使表決權。		(本項新增)

	3.12.股東會有選舉董事時，應依本公司所訂相關選任規範辦理，並應當場宣布選舉結果，包含當選董事之名單與其當選權數及落選董事名單及其獲得之選舉權數。選舉事項之選舉票，應由監票員密封簽字後，妥善保管，並至少保存一年。但遇有與股東會召集程序不當或不當通過決議有關之訴訟情事時，應保存至訴訟終結為止。		3.12.股東會有選舉董事時，應依本公司所訂相關選任規範辦理，並應當場宣布選舉結果。選舉事項之選舉票，應由監票員密封簽字後，妥善保管，並至少保存一年。但遇有與股東會召集程序不當或不當通過決議有關之訴訟情事時，應保存至訴訟終結為止。
	3.13.3.股東會以視訊會議召開者，其議事錄除依前項規定應記載事項外，並應記載股東會之開會起迄時間、會議之召開方式、主席及紀錄之姓名，及因天災、事變或其他不可抗力情事致視訊會議平台或以視訊方式參與發生障礙時之處理方式及處理情形。		(本項新增)

	3.13.4.本公司召開視訊股東會，除應依前項規定辦理外，並應於議事錄載明，對於以視訊方式參與股東會有困難股東提供之替代措施。		(本項新增)

	(項次調整)		3.14.徵求人徵得之股數及受託代理人之

		得於會前提供股東簡易連線測試，並於會前及會議中即時提供相關服務，以協助處理通訊之技術問題。
	3.19.2.股東會以視訊會議召開者，主席應於宣布開會時，另行宣布除公開發行股票公司股務處理準則第四十四條之二十第四項所定無須延期或續行集會情事外，於主席宣布散會前，因天災、事變或其他不可抗力情事，致視訊會議平台或以視訊方式參與發生障礙，持續達三十分鐘以上時，應於五日內延期或續行集會之日期，不適用公司法第一百八十二條之規定。		(本項新增)

	3.19.3.發生前項應延期或續行會議，未登記以視訊參與原股東會之股東，不得參與延期或續行會議。		(本項新增)

	3.19.4.依第3.19.2.條規定應延期或續行會議，已登記以視訊參與原股東會並完成報到之股東，未參與延期或續行會議者，其於原股東會出席之股數、已行使之表決權及選舉權，應計入延期或續行會議出席股東之股份總數、表決權數及選舉權數。		(本項新增)

	3.19.5.依第3.19.2.條規定辧理股東會延期或續行集會時，對已完成投票及計票，並宣布表決結果或董事當選名單之議案，無須重行討論及決議。		(本項新增)

	3.19.6.本公司召開視訊輔助股東會，發生第3.19.2.條無法續行視訊會議時，如扣除以視訊方式出席股東會之出席股數後，出席股份總數仍達股東會開會之法定定額者，股東會應繼續進行，無須依第3.19.2.條規定延期或續行集會。		(本項新增)

AI assistant

TPK — AGM Information 2023

52363_rns_2023-06-21_dd60fc18-6c18-4f9c-8e11-ea94b5806f71.pdf

2023 年股東常會

議事錄

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TPK Holding Co., Ltd.

2023 Annual General Shareholders’ Meeting Minutes

A. Chairman’s Statement (omitted)

B. Matters to Report

1. 2022 Business Report

2. Audit Committee's Review Report on 2022 Financial Statements

3. The distribution of employees' and directors' compensation of 2022

4. To amend the Rules of Board Meeting Procedures

C. Matters for Approval

Item 1: To approve 2022 Business Report and Consolidated Financial Statements. (Proposed by the Board of Directors)

Item 2: To approve the Proposal for 2022 Profit Distribution. (Proposed by the Board of Directors)

D. Matters for Discussion

Item 1: To amend the Amended and Restated Memorandum of Association and Articles of Association. (Proposed by the Board of Directors)

Item 2: To amend the Rules of Shareholders’ Meeting Procedures. (Proposed by the Board of Directors)

E. Ad Hoc Motions

F. Meeting Adjournment

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Exhibit

TPK Holding Co., Ltd.

營業報告書

2022 年策略目標

( 二 ) 競力外擴、創局展業

( 三 ) 保守穩健、穩步經營

財務表現

研發情形

2023 年營業計劃概要

一 ( ) 創新堅實、積本厚業：

( 二 ) 競力外擴、蓄勢待發：

( 三 ) 保守穩健、穩步經營

未來公司發展策略

TPK Holding Co., Ltd.

Business Report

Review of 2022 Company Strategy

2. Competiveness enhancement and new business scope exploration

3. Conservative policy and stable operation

Financial Results

Research & Development

Summary of Business Plans for 2023

2. Strengthening competitive expansion and gearing up for upcoming challenges

3. Conservative and steady operation

Embrace the future

TPK Holding Co., Ltd. 審計委員會查核報告書

Audit Committee’s Review Report

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Valuation of Inventory

Corresponding audit procedures:

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

TPK HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

TPK HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TPK HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TPK HOLDING CO., LTD. AND SUBSIDIARIES

TPK AGM Information 2023

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