Tripod - AGM Information 2022 | FinancialReports.eu

Stock Code: 3044

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TRIPOD TECHNOLOGY CORPORATION

2022 Shareholders’ Meeting Handbook

Date: June 21, 2022

Type of Meeting: Physical Meeting

Location: Meeting room, Pingzhen Industrial Park Service Center, No.261, Nanfeng Rd., Pingzhen District, Taoyuan City

This is a summary translation of the Chinese version. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

Table of Contents
1. Meeting Procedures----------------------------------------------------------------------------------	1
2. Meeting Agenda--------------------------------------------------------------------------------------	2
3. Report Items
3.1 2021 Business Report----------------------------------------------------------------------------	3
3.2 Audit Committee’s Review Report on 2021 Financial Statements-------------------	3
3.3 Endorsement, Guaranty and Loan----------------------------------------------------------	3
3.4 To Report the Distribution of 2021 Compensation for Employee`、`Board
Director and Supervisor -----------------------------------------------------------------------	3
4. Proposed Resolutions
4.1 Proposal for Review Report on 2021 Financial Statements----------------------------	4
4.2 Proposal for 2021 Earning Distribution----------------------------------------------------	4
5. Discussion Items
5.1 Proposal to Amend the Regulations Governing the Acquisition and Disposal
of Assets--------------------------------------------------------------------------------------------	5
6. Extempore Motion-----------------------------------------------------------------------------------	5
7. Attachments
7.1 2021 Business Report----------------------------------------------------------------------------	6
7.2 2021 Auditors’ Report, Consolidated and Accompanying Financial Reports----	12
7.3 Audit Committee’s Review Report----------------------------------------------------------	32
7.4 2021 Statement of Earning Distribution----------------------------------------------------	33
7.5 Comparison Table of Amended Regulations Governing the Acquisition and
Disposal of Assets -------------------------------------------------------------------------------	34
8. Appendix
8.1 Articles of Association -------------------------------------------------------------------------	45
8.2 The Rules and Procedures for Shareholders’ Meeting----------------------------------	50
8.3 Regulations Governing the Acquisition and Disposal of Assets (Original
provisions) ----------------------------------------------------------------------------------------	58
8.4 Employee and Board Director Compensation Information---------------------------	69
8.5 Stock Grant Influence on the Company’s Business Performance, EPS and
ROE-------------------------------------------------------------------------------------------------	70
8.6 Individual and Total Shareholding Status of Board Directors on Shareholders’
List---------------------------------------------------------------------------------------------------	71

Tripod Technology Corporation

2022 Meeting Procedures of Shareholders’ Meeting

Call the Meeting to Order
Chairperson’s Address
Report Items
Proposed Resolutions
Discussion Items
Extempore Motion
Adjournment

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Tripod Technology Corporation

2022 Shareholders’ Meeting Agenda

Call the Meeting to Order (Report Number of Shares Represented by Shareholders Attending the Meeting)
Chairperson’s Address
Report Items:
3.1 2021 Business Report
3.2 Audit Committee’s Review Report on 2021 Financial Statements
3.3 Endorsement, Guaranty and Loan
、
3.4 To Report the Distribution of 2021 Compensation for Employee Board Director and Supervisor
Proposed Resolutions
4.1 Proposal for Review Report on 2021 Financial Statements
4.2 Proposal for 2021 Earning Distribution
Discussion Items
5.1 Proposal to Amend the Procedures for Acquisition or Disposal of Assets
Extempore Motion
Adjournment

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Report Items:

1. 2021 Business Report

Please refer to the description of Attachment 7.1 (P.6-11)

Audit Committee’s Review Report on 2021 Financial Statements
2.1 The Company’s 2021 financial statements were audited by Hai-Yueh Huang and Sheng-Tai Liang, accountants of Deloitte Touche Tohmatsu Limited. Reports including the statements, business report and statement of surplus distribution were reviewed by the audit committee, which already provided a review report.
2.2 For the opinions of audit’s report, please refer to the description of Attachment 7.2 (P.12-15).
2.3 For the audit committee’s review report, please refer to the description of Attachment 7.3 (P.32).
Endorsement, Guaranty and Loan
3.1 Endorsement and Guaranty Items:

Unit: NT $ Thousands

				Unit: NT$Thousands
Endorsement and Guaranty Company	Endorsed and Guaranteed Company		2021 Term-End Endorsement and GuarantySum	Ratio of Accumulated Endorsement and Guaranty Sum to Financial Statement Net Value%
	Company Name	Relationship
Tripod (WUXI) Electronic Co., Ltd.	Tripod (WUXI) Electronic Co.,Ltd.	Self	- (Note 1)	-
Tripod (Hubei) Electronic Co., Ltd.	Tripod (Hubei) Electronic Co.,Ltd.	Self	- (Note 2)	-

Note 1: The customs duty guaranty sum for Tripod (WUXI) Electronic Co., Ltd. was 25,000,000 Chinese Yuan.

Note 2: The customs duty guaranty sum for Tripod (Hubei) Electronic Co., Ltd. was 20,000,000 Chinese Yuan.

3.2 Loan Items:

Unit: NT $ Thousands

2 Loan Items:				Unit: NT$Thousands
Company Offering Loans	Company Receiving Loans	2021 Term-End Loan Sum (Note)	Reason for Short- Term Accommodation of Funds	Relationship with the company receiving loans
J&J Holding Co., Ltd.	Tripod Overseas Co., Ltd.	442,880	Accommodation of funds for working capital turnover	It’s a 100%-owned subsidiary of J & J Holding Co., Ltd., which is a subsidiaryof the Company.
Tripod Overseas Co., Ltd.	Tripod (Hubei) Electronic Co., Ltd.	6,327,648	Accommodation of funds for working capital turnover	It’s a 100%-owned subsidiary of Tripod Worldwide Holding Pte. Ltd., which is a subsidiary of the Company.
Tripod (WUXI) Electronic Co., Ltd.	Tripod (Hubei) Electronic Co., Ltd.	6,749,630	Accommodation of funds for working capital turnover	It’s a 100%-owned subsidiary of Tripod Worldwide Holding Pte. Ltd., which is a subsidiary of the Company.

Note: The term-end loan sum is listed in NT Dollars. For those in foreign dollars, the end of term sum is exchanged into NT Dollars at the rate of US$27.68 and 4.3546 Chinese Yuan at the date of balance sheet.

`、` 4. To Report the Distribution of 2021 Compensation for Employee Board Director and Supervisor

According to Article 32 of the Articles of Association, the Company allotted NT$42,000,000 for directors and supervisors compensation and NT$578,531,530 for employee compensation for the year 2021. This was approved by the Board of Directors meeting on February 24, 2022. The aforementioned compensation was all distributed in cash.

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Proposed Resolutions

Report No.1 Proposed by Board of Directors Cause of Action: Proposal for Review Report of 2021 Financial Reports to Be Ratified Description:

1.1 The Company’s 2021 parent company only financial reports and the consolidated financial reports were approved by the Board of Directors while audited by Hai-Yueh Huang and Sheng-Tai Liang, accountants of Deloitte Touche Tohmatsu Limited.
1.2 The aforementioned financial and business reports were audited by the Audit Committee.
1.3 For above-mentioned reports, please refer to Attachment 7.1 (P.6-11) and -
Attachment 7.2 (P.12 31).
1.4 Please ratify.

Resolution:

Report No.2 Proposed by Board of Directors Cause of Action: Proposal for 2021 Distribution of Surplus to Be Ratified Description:

2.1 The Company ’ s 2021 surplus distribution was discussed and approved by the Board of Directors on May 10, 2022.
2.2 It is resolved the Company will distribute surplus of NT$3,679,241,286 (NT$7.00 per share) cash dividend to shareholders. The cash dividend would be distributed in integer of NT Dollars (round down to an integer) according to the distribution percentage, with fractions of NT Dollars accounted for as other income of the Company. For 2021 Statement of Surplus Distribution, please refer to Attachment 7.4 (P.33).
2.3 After the shareholders ’ meeting resolved the cash dividend distribution, the chairperson would be authorized to set the ex-dividend date, issue date and other relevant issues while an announcement would be made according to the regulations.

Resolution:

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Discussion Items

Report No.1 Proposed by Board of Directors Cause of Action: Proposal to Amend the Procedures for Acquisition or Disposal of Assets

Description:

1.1 According to the letter of Financial Supervisory Commission dated January 28, 2022 issued by the Financial Supervisory Commission (No. 1110380465), the Company intends to amend some provisions of the Procedures for Acquisition or Disposal of Assets.
1.2 For amended content of the Regulations Governing the Acquisition and Disposal of Assets, please refer to Attachment 7.5 (P.34-44).

Resolution:

Extempore Motion

Adjournment

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Attachment 7.1

Tripod Technology Corporation

Business Report

7.1 2021 Business Report

a. Business Plan Execution Result

Item (NT$ Thousands)	2021	2020	Y/Y
Consolidated Operating Revenue	62,999,989	55,547,908	13.42%
Consolidated Operating Profit	11,899,351	11,150,422	6.72%
Consolidated Profit Before Tax	7,497,830	7,756,790	-3.34%
Consolidated Profits After Tax	5,858,341	6,125,394	-4.36%

b. Budget Execution Status

The Company mainly sells PCBs (Printed Circuit Boards), with major production locations at Pingzhen (Taoyuan), Wuxi (Jiangsu) and Xiantao (Hubei). The expected sales volume in 2021 was 120,000 thousand square feet, compared with the actual sales volume in 2021 was 96,664 thousand square feet.

c. Consolidated Financial Income/Expenditures and Profitability Analysis

	Analysis Item	2021	2020
Financial Structure	Debt-asset Ratio(%)	54.80	52.07
	Long Term Funds to Property, Plant and Equipment Ratio (%)	168.52	205.61
Solvency	Current Ratio(%)	127.19	146.58
	Quick Ratio(%)	91.89	121.75
	Times Interest Earned(Times)	75.21	74.36
Profitability	Return on Total Asset Ratio(%)	7.42	8.45
	Return on EquityRatio(%)	15.75	17.44
	Pre-Tax Income to Paid-in Capital Ratio (%)	142.65	147.57
	Net Margin(%)	9.29	11.02
	Earningsper Share(NTD)	11.15	11.65

d. R&D Status

TrendForce offers 10 technology trends for the 2022 industrial developments:

(1). Micro/Mini LED display development will revolve around active matrix solutions.
(2). More advanced AMOLED technology and under-display cameras will usher in the next stage of smartphone revolution.
(3). The foundry industry welcomes the arrival of 3nm process technology courtesy of TSMC’s FinFET and Samsung’s GAA technologies.
(4). While DDR5 products gradually enter mass production, NAND Flash
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stacking technology will advance past 200 layers.

(5). Mobile network operators will undertake more trial projects for 5G SA network slicing and low-latency applications in 2022.
(6). Satellite operators will compete over the low-earth orbit satellite market, with 3GPP now supporting non-terrestrial networks.
(7). While smart factories are among the first to leverage digital twins, IoT technologies are expected to become the backbone of the metaverse.
(8). AR/VR equipment manufacturers aim to deliver fully immersive experiences via integration of additional sensors and AI processing.
(9). A natural extension of autonomous driving technology, automated valet parking is set to resolve drivers’ pain points.
(10).The third-generation semiconductor industry will move towards 8-inch wafers and new packaging technologies while expanding in production capacity.

With the industrial developments, the development focuses of PCB will march toward the following trends:

、
(1). Along with the developments of 5G B5G and 6G trends, the design of PCB shall consider the high-frequency antenna and high-speed transmission wire design to control the products performance of PCB SI (Signal Integrity), PI (Power Integrity), EMI (Electromagnetic Interference) and RF (Radio Frequency) characteristics clearly; including considerations such as Dielectric Constant (Dk), Loss Tangent (Df) and Passive Intermodulation (PIM) adoption, antenna pattern, signal circuit forming ability, characteristic impedance value control, signal loss and S-Parameter…etc.
(2). The design of electronic devices improves the performance while becomes smaller over time. Such as the appearance design of smart portable electronic devices with more powerful functions and higher integration density becomes thinner and smaller. Meanwhile, the balance in design shall be considered between the fine line and the material level. The high-density interconnectivity will move toward an ultimate perfection. In addition, higher requirements will be made for the registration accuracy, smoothness of the board as well as the coplanarity of pad whereas relative to the material characteristics with more stricter.
(3). In developing the high-frequency and high-speed internet environment that drives the high-density and multi-layer boards for high-end HPC, server, switch router, data center, storage and back panel to feature more and more layers with stricter requirements for board thickness and registration accuracy. Also, with requirements of high speed and SI, the use of board materials, backdrill application, HDI (High Density Interconnect) design matching, circuit forming ability of thick copper, VIPPO (Via in Pad plated over), and reliance will all be the points of the PCB workmanship.
(4). New energy electric vehicle brings demands such as high voltage charging, high-current carrying capacity and heat dissipation…etc., bringing application and development of thick copper, heat-dissipation material,
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copper-aluminum substrate and related heat-dissipation technologies. Under the requirements of product functions and operational efficiency, high pressure resistance, the heat-dissipation and PI are among the major concerns.

(5). The research of low-loss materials and controlling of antenna pattern for high-frequency and high-speed related products among base station, radar and various sensing products will be the points of the PCB workmanship and the key to victory or defeat. As a millimeter miss is as good as a thousand miles.
(6). With the high-frequency and high-speed products, multi-function, minitype, and high-density integration will be the development trends of electronic products. This will push PCB requirements to migrate toward multi-layer high-density, high integration, encapsulation and refinement. Therefore, HDI 、 HLC (High Layer Count), flexible, rigid-flex, semi-flex, cavity, thermal, embedded, RF and IC substrate (BGA; Ball Grid Array, CSP (Chip Scale Package)…etc. will be the major direction of PCB workmanship developments.

Faced with the trends, the Company adopts the following strategies to invest in A. Product development, B. Manufacturing process yield rate improvement and stability, C. New-manufacturing process technologies and equipment material evaluation introduction, D. Cooperation in development with academic fields:

  - (1). Through R&D center to strengthen technical development and product incubation.

  - (2). Implement smart factory, promoting Industry 4.0 in new factory implementation and existing factory renovation, realizing lean production while using equipment and information automation to improve yield rate and reduce manpower costs.

  - (3). Continue to participate in industrial strategic alliance for technical developments and improvements to boost quality.

  - (4). In response to peak carbon dioxide emissions and carbon neutrality, the Company actively increases the coverage rate of using environmentalprotection materials, preserving energy and reducing emission to protect the Earth together.

  - (5). Regularly research into industrial trends in technology and customer needs to launch R&D in advance to meet the swift iteration and changes of the products.

7.2 Business Plan Summary of this Year
a. Business Policy
- (1). The industry is complicated and volatile while emerging application products continue to roll out whereas the supply chain constraints continue. However, the global economic status is uncertain; therefore, we should carefully respond to the developments of industrial economic status while strictly control new product development risks and materials as well as exchange rate price fluctuations.
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(2). Focus on PCB manufacturing, continuing diverse end-user product application developments to reach capacity risk diversification and collaborating with customers to launch risk shift, improving differentiation value while establishing long-term customer mutual-trust relationship core competitiveness.
(3). Continue to strengthen product and manufacturing process market exploration and technical ability improvements while working with customers to expand material and product application fields to create value differentiation against competitors.
(4). Continue to strengthen manpower recruitment and educational training plans to realize talent cultivation and reinforce professional organizational and management abilities, effectively control direct staff turnover rate to boost production yield rate while improving production efficiency, product quality and reliability.
(5). With issues of the continuous increase in labor costs and labor shortage, we arrange appropriate equipment and human resources in each production sites while seeking the model of optimizing resources; faced with demand of the industry market status, we effectively deploy capacity while increasing production efficiency through automated process equipment.
(6). Raise staff stability, accumulate cultivation of engineering technical staff, and continue developing niche and new-generation product market technologies.
(7). With persisting global trends such as COVID-19 (Coronavirus disease) epidemic threat, trade status tension, economic and policy uncertainty, we carefully review the business risks and evaluate locations.
b. Expected Sales Volume and Reference
The Company’s major product is PCB. With the capacity of existing production locations, the expected sales capacity target for this year is 132,000 thousand square feet.
c. Key Production and Sales Policies
(1). End-user demand and product application are variable. To reduce the risks of customers and product dependence, we continue to be diversified for customer and product mix while carefully plotting capacity expansion. With the overall utilization rate increase of the Company’s equipment, we can have the most cost-efficient long-term stable business model.
(2). Regarding customer product line diversity, we effectively adopt information system management while strictly requiring production discipline, timely controlling the production status of each factory and the change in customer delivery date to lower inventory, pursuing the maximum production and sales profits.
(3). Continue to boost manufacturing process ability and yield rate, striving to have capacity and cost leadership advantages while strengthening production flexibility to keep delivery date precise.
(4). Collect and analyze potential market share growth and the technical
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manufacturing process type of future products as references for continuous capacity and equipment expansion.

  - (5). Improve the manufacturing process ability of each factory, delivering the maximum production scale advantage to face the competition of peers in single product economy of scale and flexible delivery date.

  - (6). Have economy of scale for in-house capacity to combine the advantages of various neighboring factories, share resources among the factories while boosting capacity utilization rate for extreme business cycle changes in a single industry.

  - (7). With the limited demand growth for certain end-user products, besides improving the reasonable market shares for existing customers, keep developing new application products and customers to retain the development direction of continuous growths in revenues and profits.

  - (8). Focus on the status of operational uncertainties due to the shortages in both upstream and downstream industrial supply chain, to control the manufacturing production process and the inventory status of the raw materials efficiently.

7.3 Future Development and Business Strategies
a. Value environmental protection, industrial safety and health management, social ethical responsibilities and corporate governance, actively reducing issues such as industrial environmental pollution, product hazard as well as resource and energy consumption, striving to become a green environmental-protection enterprise with sustainable developments.
b. Material price and exchange rate fluctuations, stricter environmental-protection specifications, rising labor costs, insufficient manpower, as well as rapidlyemerging competitors and continued capacity expansion cause overall PCB business threat to rise; amid the uncertain economic business cycle, we actively and effectively respond to theses in broaden sources of income and reduce expenditure.
c. The market scale remains significant; we can expand capacity with management competitiveness to stabilize and expand revenues while increasing market share; however, we would be strict in evaluating and executing capital expenditure plans.
d. Continue to fulfill the business strategies set by the management team of the Company:
- Promise a win-win situation for the customers and the Company.
- Promise a win-win situation for the employees and the Company.
- Promise a win-win situation for the partners and the Company.
- Promise a win-win situation for the shareholders and the Company.
- Promise a win-win situation for the society and the corporate responsibilities.
7.4 Influences of External Competition Environment, Regulation Environment and Macro-Business Environment:
a. External Competition Environment
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Among competition from various competitors, the price bargaining power is relatively weak; therefore, the key to survival and profitability lies in effective diversification of product and customer as well as cost control of production, shipment and inventory faced with disadvantages such as continued pricereduction pressure and low order visibility. With the influences of uncertainties of global economic developments, the variety of product demand is rising while material price fluctuation is significant; it is difficult to control manufacturing industry costs.

b. Regulation Environment
With promotion of policies such as environmental-protection regulations, tax system adjustment and labor salary increase, to meet stricter demand of regulations, besides actively reducing pollution brought by industrial manufacturing process, following tax administration with appropriate deployment while improving automation production ability, we strive to solve the issue of resource and energy consumption of products to reduce business pressure of the industry.
c. Macro-Business Environment

The IMF (International Monetary Fund) (2022/01) expects the global macroeconomic growth of 4.4% for 2022. However, with continued influences from uncertainties of epidemic and politics on global political and economic status, the global macro-economic developments are highly volatile while end-user consuming demand is uncertain. We need the be cautious of the changes of the global manufacturing industry demand to ensure we stay up to date of possible development trends. To enable a persistent growth of the Company, we continue to improve operational efficiency and flexibility to respond to the swift-changing economic status. With niche products and raising percentage of high-added value emerging electronic products, we expect to create a continuously-growing new kinetic energy for the Company.

Chairperson: Chiang-Chuang Wang

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Key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2021 is stated as follows:

Revenue Recognition

For the year ended December 31, 2021, the consolidated operating revenue of the Group amounted to $62,999,989 thousand, which accounted for an overall operating revenue growth rate of 13%. Based on our assessment, there was a risk that the recognition of sales revenue from significant amount of sales with customers whose individual revenue growth rates exceeded the Group’s revenue growth rate and operating revenue with longer turnover days might not actually occur. Thus, the occurrence of operating revenue from customers that met the abovementioned criteria was identified as a key audit matter.

Refer to Notes 4 and 22 to the consolidated financial statements for details on accounting policies and relevant disclosures of revenue recognition.

Our key audit procedures performed in respect of the recognition of operating revenue were as follows:

We understood the internal controls related to the aforementioned sales, assessed and tested the operating effectiveness of the design and implementation of these controls.
We performed substantive analytical procedures testing of the aforementioned sales transactions, and further examined the external documents and the recovery of receivables to verify the occurrence of such transactions. We also verified that the settlement of trade receivables was consistent with the trade terms of major customers.

Other Matter

We have also audited the parent company only financial statements of Tripod Technology Corporation as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion.

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 IFRS, IAS, IFRIC, and 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 auditing standards generally accepted in 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 auditing standards generally accepted in 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 the 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.

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TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 28) Financial assets at fair value through other comprehensive income - current (Notes 4, 8 and 28) Financial assets at amortized cost - current (Notes 4, 9 and 30) Notes receivable (Notes 4, 10 and 22) Trade receivables (Notes 4, 10 and 22) Other receivables (Notes 4 and 10) Current tax assets (Note 4) Inventories (Notes 4 and 11) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 28) Financial assets at amortized cost - non-current (Notes 4 and 9) Property, plant and equipment (Notes 4, 5, 13 and 31) Right-of-use assets (Notes 4 and 14) Intangible assets (Notes 4 and 15) Deferred tax assets (Notes 4 and 24) Other non-current assets (Note 16) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 17) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 28) Contract liabilities - current (Note 22) Trade payables Other payables (Notes 18 and 26) Other payables to related parties (Note 29) Current tax liabilities (Note 4) Provisions - current (Notes 4 and 19) Lease liabilities - current (Notes 4 and 14) Other current liabilities (Note 18) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 24) Lease liabilities - non-current (Notes 4 and 14) Net defined benefit liabilities - non-current (Notes 4 and 20) Guarantee deposits (Note 18) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital (Note 21) Capital surplus (Note 21) Retained earnings (Note 21) Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity (Note 21) Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		2021 Amount % $ 18,863,751 22 128,476 - 4,294 - 17,153 - 564,362 1 19,319,339 23 441,171 1 4,640 - 13,157,801 15 1,963,160 2 28,854 - 54,493,001 64 135,008 - 2,177,300 3 22,739,330 27 438,245 - 83,157 - 3,011,023 4 1,710,107 2 30,294,170 36 $ 84,787,171 100 $ 16,354,976 19 - - 1,209,596 2 9,210,011 11 12,997,956 15 - - 1,520,399 2 616,167 1 43,487 - 890,332 1 42,842,924 51 3,397,249 4 100,542 - 106,003 - 20,053 - 3,623,847 4 46,466,771 55 5,256,059 6 333,778 - 6,328,894 7 3,811,192 5 26,126,918 31 36,267,004 43 (3,543,899) (4) 38,312,942 45 7,458 - 38,320,400 45 $ 84,787,171 100		2020
				Amount % $ 26,032,815 35 288,775 - 3,709 - 12,000 - 383,310 1 16,836,508 22 304,760 - - - 7,431,903 10 1,515,804 2 8,391 - 52,817,975 70 - - - - 17,537,643 23 306,563 1 39,075 - 2,795,373 4 1,752,601 2 22,431,255 30 $ 75,249,230 100 $ 13,970,849 19 506 - 1,119,402 1 6,424,351 8 11,757,737 16 2 - 1,378,693 2 518,817 1 14,839 - 845,992 1 36,031,188 48 3,011,869 4 12,617 - 110,675 - 22,452 - 3,157,613 4 39,188,801 52 5,256,059 7 333,778 - 5,715,814 8 3,402,772 5 25,155,716 33 34,274,302 46 (3,811,192) (5) 36,052,947 48 7,482 - 36,060,429 48 $ 75,249,230 100

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

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TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 22 and 29) OPERATING COSTS (Notes 11 and 23) GROSS PROFIT OPERATING EXPENSES (Notes 10 and 23) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4 and 23) Interest income Other income Other gains and losses Finance costs Total non-operating income and expenses PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE (Notes 4 and 24) NET PROFIT FROM CONTINUING OPERATIONS OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Notes 4 and 20) Unrealized gain on investments in equity instruments at fair value through other comprehensive income (Notes 4 and 21) Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 24)		2021 Amount % $ 62,999,989 100 51,100,638 81 11,899,351 19 2,207,391 3 2,850,088 5 210,900 - 17,734 - 5,286,113 8 6,613,238 11 312,040 - 308,807 - 364,779 1 (101,034) - 884,592 1 7,497,830 12 (1,639,489) (3) 5,858,341 9 (3,075) - 585 - 615 - (1,875) -		2020
				Amount % $ 55,547,908 100 44,397,486 80 11,150,422 20 1,950,910 4 2,352,146 4 224,494 - 48,530 - 4,576,080 8 6,574,342 12 293,489 - 455,983 1 538,707 1 (105,731) - 1,182,448 2 7,756,790 14 (1,631,396) (3) 6,125,394 11 (3,354) - 8,376 - 671 - 5,693 - (Continued)

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TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations (Notes 4 and 21) Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 4, 21 and 24) Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 25) From continuing operations Basic Diluted		2021 Amount % $ 333,385 1 (66,677) - 266,708 1 264,833 1 $ 6,123,174 10 $ 5,858,365 9 (24) - $ 5,858,341 9 $ 6,123,198 10 (24) - $ 6,123,174 10 $11.15 $11.03		2020
				Amount % $ (511,043) (1) 102,209 - (408,834) (1) (403,141) (1) $ 5,722,253 10 $ 6,125,520 11 (126) - $ 6,125,394 11 $ 5,722,379 10 (126) - $ 5,722,253 10 $11.65 $11.48

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

(Concluded)

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TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2020 Appropriation of 2019 earnings (Note 21) Legal reserve Special reserve Cash dividends Disposals of investments in equity instruments at fair value through other comprehensive income (Note 21) Net profit (loss) for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020 (Note 21) Total comprehensive income (loss) for the year ended December 31, 2020 BALANCE AT DECEMBER 31, 2020 Appropriation of 2020 earnings (Note 21) Legal reserve Special reserve Cash dividends Net profit (loss) for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021 (Note 21) Total comprehensive income (loss) for the year ended December 31, 2021 BALANCE AT DECEMBER 31, 2021		Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company	Non-controlling Total Interests $ 34,141,210 $ 7,608 - - - - (3,810,642) - - - 6,125,520 (126) (403,141) - 5,722,379 (126) 36,052,947 7,482 - - - - (3,863,203) - 5,858,365 (24) 264,833 - 6,123,198 (24) $ 38,312,942 $ 7,458	Total Equity $ 34,148,818 - - (3,810,642) - 6,125,394 (403,141) 5,722,253 36,060,429 - - (3,863,203) 5,858,341 264,833 6,123,174 $ 38,320,400
	Share Capital Capital Surplus $ 5,256,059 $ 333,778 - - - - - - - - - - - - - - 5,256,059 333,778 - - - - - - - - - - - - $ 5,256,059 $ 333,778	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 5,112,088 $ 2,190,702 $ 24,651,354 603,726 - (603,726) - 1,212,070 (1,212,070) - - (3,810,642) - - 7,963 - - 6,125,520 - - (2,683) - - 6,122,837 5,715,814 3,402,772 25,155,716 613,080 - (613,080) - 408,420 (408,420) - - (3,863,203) - - 5,858,365 - - (2,460) - - 5,855,905 $ 6,328,894 $ 3,811,192 $ 26,126,918	Others Unrealized Exchange Gain (Loss) on Differences on Financial Assets at Translation of the Fair Value Financial Through Other Statements of Comprehensive Foreign Operations Income $ (3,276,520) $ (126,251) - - - - - - - (7,963) - - (408,834) 8,376 (408,834) 8,376 (3,685,354) (125,838) - - - - - - - - 266,708 585 266,708 585 $ (3,418,646) $ (125,253)

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

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TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables Net gain on fair value changes of financial assets and liabilities at fair value through profit or loss Finance costs Interest income (Gain) loss on disposals of property, plant and equipment Impairment loss recognized on non-financial assets Unrealized foreign exchange (gain) loss Changes in operating assets and liabilities: Financial assets mandatorily classified at fair value through profit or loss Notes receivable Trade receivables Trade receivables from related parties Other receivables Inventories Prepayments Other current assets Financial liabilities held for trading Contract liabilities Trade payables Other payables Other payables to related parties Provisions - current Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income 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	2021 $ 7,497,830 4,013,970 38,157 17,734 (755,226) 101,034 (312,040) (3,171) 518,195 (292,231) 792,617 (175,984) (2,644,849) - (56,856) (6,209,257) (431,750) (20,605) (8,153) 76,891 2,699,686 692,073 (2) 103,586 139,147 (7,747) 5,773,049 236,127 (91,678) (1,382,941) 4,534,557 - - (2,199,878) (7,114,125)	2020 $ 7,756,790 3,257,380 32,208 48,530 (1,205,542) 105,731 (293,489) 1,667 219,565 365,744 1,101,739 (70,613) (1,385,676) 88 72,981 (1,261,522) (232,192) 7,468 (84,152) 330,488 (68,113) 750,042 2 19,852 (11,261) (134) 9,457,581 343,445 (115,722) (1,087,343) 8,597,961 (75,408) 80,075 (5,000) (4,252,831) (Continued)

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TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Proceeds from disposals of property, plant and equipment Increase in refundable deposits Payments for intangible assets Increase in prepayments for other equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Proceeds from guarantee deposits received Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Distributed cash dividends Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET 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	2021 $ 26,438 (7,313) (66,101) (1,329,181) (10,690,160) 2,489,067 - (100,544) (44,020) (3,863,203) (1,518,700) 505,239 (7,169,064) 26,032,815 $ 18,863,751	2020 $ 3,164 (983) (18,343) (1,717,867) (5,987,193) 70,321 125,381 - (15,316) (3,810,642) (3,630,256) (561,833) (1,581,321) 27,614,136 $ 26,032,815

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

(Concluded)

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Key audit matter of the Company’s financial statements for the year ended December 31, 2021 is stated as follows:

Revenue Recognition

For the year ended December 31, 2021, the revenue from the sale of goods of the Company amounted to $7,918,789 thousand, and the Company’s overall sales revenue growth rate increased by 28% compared to the previous period. Based on our assessment, there was a risk that the recognition of sales revenue from significant amount of sales with customers whose individual revenue growth rates exceeded the Company’s revenue growth rate and operating revenue with longer turnover days might not actually occur. Thus, the occurrence of sales revenue from customers that met the abovementioned criteria was identified as a key audit matter.

Refer to Notes 4 and 22 to the financial statements for details on accounting policies and relevant disclosures of revenue recognition.

Our key audit procedures performed in respect of the recognition of operating revenue were as follows:

We understood the internal controls related to the aforementioned sales, assessed and tested the operating effectiveness of the design and implementation of these controls.
We performed substantive analytical procedures testing of the aforementioned sales transactions, and further examined the external documents and the recovery of receivables to verify the occurrence of such transactions. We also verified that the settlement of trade receivables was consistent with the trade terms of major customers.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in 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 financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2021 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.

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TRIPOD TECHNOLOGY CORPORATION

BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through other comprehensive income - current (Notes 4, 8 and 28) Financial assets at amortized cost - current (Notes 4, 9 and 30) Notes receivable (Notes 4, 10 and 22) Trade receivables (Notes 4, 10 and 22) Trade receivables from related parties (Notes 4, 22 and 29) Other receivables (Notes 4 and 10) Other receivables from related parties (Notes 4 and 29) Current tax assets (Note 4) Inventories (Notes 4 and 11) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Investments accounted for using the equity method (Notes 4, 12 and 29) Property, plant and equipment (Notes 4, 5, 13, 29 and 31) Right-of-use assets (Notes 4 and 14) Intangible assets (Notes 4 and 15) Deferred tax assets (Notes 4 and 24) Other non-current assets (Note 16) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 17) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 28) Contract liabilities - current (Note 22) Trade payables Trade payables to related parties (Note 29) Other payables (Notes 18 and 26) Other payables to related parties (Note 29) Current tax liabilities (Note 4) Provisions - current (Notes 4 and 19) Lease liabilities - current (Notes 4 and 14) Other current liabilities (Note 18) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 24) Lease liabilities - non-current (Notes 4 and 14) Net defined benefit liabilities - non-current (Notes 4 and 20) Guarantee deposits (Note 18) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital (Note 21) Capital surplus (Note 21) Retained earnings (Note 21) Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity (Note 21) Total equity TOTAL		2021 Amount % $ 268,209 1 4,294 - 12,000 - 33 - 1,549,968 3 728,902 1 25,158 - 5,090,335 8 4,610 - 705,462 1 59,337 - 14,211 - 8,462,519 14 49,683,709 82 1,683,759 3 16,562 - 10,476 - 860,159 1 43,812 - 52,298,477 86 $ 60,760,996 100 $ 7,731,000 13 - - 20,481 - 407,003 1 808,947 1 2,931,499 5 6,340,720 10 787,504 1 7,084 - 11,095 - 66,856 - 19,112,189 31 3,221,852 6 5,245 - 106,003 - 2,765 - 3,335,865 6 22,448,054 37 5,256,059 9 333,778 - 6,328,894 11 3,811,192 6 26,126,918 43 36,267,004 60 (3,543,899) (6) 38,312,942 63 $ 60,760,996 100		2020
				Amount % $ 134,461 - 3,709 - 12,000 - 673 - 1,341,060 2 1,059,297 2 24,534 - 3,737,316 7 - - 416,074 1 67,258 - 3,902 - 6,800,284 12 45,753,337 83 1,241,144 2 24,447 - 11,357 - 973,589 2 288,440 1 48,292,314 88 $ 55,092,598 100 $ 6,182,600 11 382 - 16,175 - 268,136 1 611,625 1 2,728,977 5 5,355,898 10 816,024 1 7,141 - 13,399 - 37,797 - 16,038,154 29 2,877,220 6 10,817 - 110,675 - 2,785 - 3,001,497 6 19,039,651 35 5,256,059 9 333,778 1 5,715,814 10 3,402,772 6 25,155,716 46 34,274,302 62 (3,811,192) (7) 36,052,947 65 $ 55,092,598 100

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

26 -

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 22 and 29) OPERATING COSTS (Notes 11, 23 and 29) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES (Note 4) REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES (Note 4) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 10, 23 and 29) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income (Notes 4 and 23) Other income (Notes 4, 23 and 29) Other gains and losses (Notes 4, 23 and 29) Finance costs (Notes 4 and 23) Share of profit of subsidiaries, associates and joint ventures (Note 4) Total non-operating income and expenses PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE (Notes 4 and 24) NET PROFIT FROM CONTINUING OPERATIONS		2021 Amount % $ 11,487,248 100 7,140,198 62 4,347,050 38 (159,448) (2) 329,913 3 4,517,515 39 229,546 2 630,812 6 126,701 1 1,553 - 988,612 9 3,528,903 30 189 - 42,920 - (14,530) - (37,077) - 3,426,522 30 3,418,024 30 6,946,927 60 (1,088,562) (9) 5,858,365 51		2020
				Amount % $ 10,799,548 100 5,888,868 55 4,910,680 45 (329,913) (3) 375,703 4 4,956,470 46 238,810 2 709,436 7 142,373 1 (51) - 1,090,568 10 3,865,902 36 452 - 9,489 - (29,215) - (38,501) - 3,397,802 31 3,340,027 31 7,205,929 67 (1,080,409) (10) 6,125,520 57

(Continued)

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TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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 20) Unrealized gain on investments in equity instruments at fair value through other comprehensive income (Notes 4 and 21) Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 24) Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations (Notes 4 and 21) Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 4, 21 and 24) Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 25) From continuing operations Basic Diluted		2021 Amount % $ (3,075) - 585 - 615 - (1,875) - 333,385 3 (66,677) (1) 266,708 2 264,833 2 $ 6,123,198 53 $ 11.15 $ 11.03		2020
				Amount % $ (3,354) - 8,376 - 671 - 5,693 - (511,043) (5) 102,209 1 (408,834) (4) (403,141) (4) $ 5,722,379 53 $ 11.65 $ 11.48




		$		$

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

(Concluded)

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TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2020 Appropriation of 2019 earnings (Note 21) Legal reserve Special reserve Cash dividends Disposals of investments in equity instruments at fair value through other comprehensive income (Note 21) Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020 (Note 21) Total comprehensive income (loss) for the year ended December 31, 2020 BALANCE AT DECEMBER 31, 2020 Appropriation of 2020 earnings (Note 21) Legal reserve Special reserve Cash dividends Net profit for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021 (Note 21) Total comprehensive income for the year ended December 31, 2021 BALANCE AT DECEMBER 31, 2021	Share Capital Capital Surplus $ 5,256,059 $ 333,778 - - - - - - - - - - - - - - 5,256,059 333,778 - - - - - - - - - - - - $ 5,256,059 $ 333,778		Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 5,112,088 $ 2,190,702 $ 24,651,354 603,726 - (603,726) - 1,212,070 (1,212,070) - - (3,810,642) - - 7,963 - - 6,125,520 - - (2,683) - - 6,122,837 5,715,814 3,402,772 25,155,716 613,080 - (613,080) - 408,420 (408,420) - - (3,863,203) - - 5,858,365 - - (2,460) - - 5,855,905 $ 6,328,894 $ 3,811,192 $ 26,126,918	Others Exchange Differences on Translation of the Financial Unrealized Gain (Loss) on Financial Assets at Fair Value Statements of Through Other Foreign Operations Comprehensive Income $ (3,276,520) $ (126,251) - - - - - - - (7,963) - - (408,834) 8,376 (408,834) 8,376 (3,685,354) (125,838) - - - - - - - - 266,708 585 266,708 585 $ (3,418,646) $ (125,253)	Total Equity $ 34,141,210 - - (3,810,642) - 6,125,520 (403,141) 5,722,379 36,052,947 - - (3,863,203) 5,858,365 264,833 6,123,198 $ 38,312,942

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

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TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized (reversed) on trade receivables Net (gain) loss on fair value changes of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Share of profit of subsidiaries, associates and joint ventures (Gain) loss on disposals of property, plant and equipment Gain on reversal of non-financial assets Unrealized gain on sales with subsidiaries, associates and joint ventures Realized gain on sales with subsidiaries, associates and joint ventures Unrealized foreign exchange loss (gain) Changes in operating assets and liabilities: Financial assets mandatorily classified at fair value through profit or loss Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Financial liabilities held for trading Contract liabilities Trade payables Trade payables to related parties Other payables Other payables to related parties Provisions-current Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities	2021 $ 6,946,927 199,896 9,289 1,553 (1,970) 37,077 (189) (3,426,522) (373) (51,851) 159,448 (329,913) 2,945 1,944 640 (176,148) 346,131 (567) (1,308,120) (237,537) 7,921 (10,146) (356) 4,306 134,185 188,466 224,469 905,230 (57) 28,020 (7,747) 3,646,951 190 (35,861) (729,692) 2,881,588	2020 $ 7,205,929 164,233 9,025 (51) 836 38,501 (452) (3,397,802) 268 (34,923) 329,913 (375,703) (10,381) 1,429 44 (589,454) 244,471 28,489 303,636 (97,192) (13,560) 4,967 (1,883) 9,297 (151,295) 342,991 394,131 (26,883) (5,320) 474 (134) 4,373,601 452 (39,047) (450,325) 3,884,681 (Continued)

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TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income 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 disposals of property, plant and equipment Increase in refundable deposits Increase in other receivables from related parties Payments for intangible assets Increase in prepayments for other equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Proceeds from guarantee deposits received Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Distributed cash dividends Acquisition of subsidiaries Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE 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	2021 $ - - - (397,185) 19,344 (2,495) (260) (7,460) (29,407) (417,463) 1,545,280 - (20) (13,787) (3,863,203) - (2,331,730) 1,353 133,748 134,461 $ 268,209	2020 $ (75,408) 80,075 (5,000) (226,214) 21,793 (250) (399) (1,813) (296,809) (504,025) 492,520 5,816 - (13,876) (3,810,642) (25,000) (3,351,182) 141 29,615 104,846 $ 134,461

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

(Concluded)

31 -

Attachment 7.3

==> picture [403 x 591] intentionally omitted <==

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Attachment 7.4

Tripod Technology Corporation 2021 Statement of Earning Distribution

	Item Initial undistributed earnings Minus: Verify welfare plan before evaluating recognition as retained earnings Annual profits after tax Minus: Recognize annual legal reserve Reversal of special reserve according to laws or regulations Annual distributable earnings Total shareholders`’`distributable earnings Distribution Item: Shareholders`’`dividends Undistributed earnings at the end of the period	Unit: NTD Amount
		20,271,012,743 2,459,656 5,858,364,967 585,590,531 (267,293,191) 25,808,620,714 25,808,620,714 3,679,241,286 22,129,379,428

Note: Prioritized distributed earnings of 2021 under the provisions of Income Act

Chairperson: Chiang-Chuang Wang Manager: Le-Jen Huang Accounting Officer: Cheng-I Li

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Attachment 7.5

Tripod Technology Corporation

Comparison Table of Regulations Governing the Acquisition and Disposal of Assets

(Translation)

Articles before amendment	Articles before amendment	Articles after amendment	Remarks
Article 7 The appraisal report of acquisition or disposal of real property, equipment or right-of use assets In acquiring or disposing of real property, equipment, or right-of-use assets required to be publicly announced and reported thereof where the transaction amount reaches 20 percent of the Company’s paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shallfurthercomply with the following provisions: 1. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. 2. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. 3. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisalin accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and		Article 7 The appraisal report of acquisition or disposal of real property, equipment or right-of use assets In acquiring or disposing of real property, equipment, or right-of-use assets required to be publicly announced and reported thereof where the transaction amount reaches 20 percent of the Company’s paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall comply with the following provisions: 1.Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. 2.Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. 3. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction	To amend the provisions according to the letter of Financial Supervisory Commission dated January 28, 2022 with the Order No. Financial- Supervisory- Securities- Corporate- 1110380465.
	Auditing Standards No. 20 published
	by the ROC Accounting Research and

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Articles before amendment Articles after amendment Remarks Development Foundation (ARDF) and price: render a specific opinion regarding (1) The discrepancy between the the reason for the discrepancy and the appraisal result and the transaction appropriateness of the transaction amount is 20 percent or more of the price: transaction amount.
(1) The discrepancy between the (2) The discrepancy between the appraisal result and the transaction appraisal results of two or more amount is 20 percent or more of the professional appraisers is 10 percent transaction amount. or more of the transaction amount.
(2) The discrepancy between the 4. No more than 3 months may elapse appraisal results of two or more between the date of the appraisal professional appraisers is 10 percent report issued by a professional or more of the transaction amount. appraiser and the contract execution
1. No more than 3 months may elapse date; provided, where the publicly between the date of the appraisal announced current value for the same report issued by a professional period is used and not more than 6 appraiser and the contract execution months have elapsed, an opinion may date; provided, where the publicly still be issued by the original announced current value for the same professional appraiser. period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. rofessional appraiser. ppraiser. raiser. Article 8 Related party transactions To amend the
1. When the company engages in any 1. When the company engages in any provisions acquisition or disposal of assets from acquisition or disposal of assets from according to the or to a related party, in addition to or to a related party, in addition to letter of ensuring that the necessary ensuring that the necessary Financial resolutions are adopted according the resolutions are adopted according the Supervisory Article 7 to Article 11 and the Article 7 to Article 11 and the Commission reasonableness of the transaction reasonableness of the transaction dated January terms is appraised, if the transaction terms is appraised, if the transaction 28, 2022 with amount reaches 10 percent or more of amount reaches 10 percent or more of the Order No. the company's total assets, the the company's total assets, the Financialcompany shall also obtain an company shall also obtain an Supervisoryappraisal report from a professional appraisal report from a professional Securitiesappraiser or a CPA's opinion in appraiser or a CPA's opinion in Corporatecompliance with the provisions of the compliance with the provisions of the 1110380465. preceding Section and this Section. preceding Section and this Section. The calculation of the transaction The calculation of the transaction amount referred to in the preceding amount referred to in the preceding paragraph shall be made in paragraph shall be made in accordance with Article 10-1herein. accordance with Article 10-1herein. When judging whether a transaction When judging whether a transaction counterparty is a related party, in counterparty is a related party, in addition to legal formalities, the addition to legal formalities, the substance of the relationship shall also substance of the relationship shall also be considered. be considered.
(2) The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
1. No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. rofessional appraiser. ppraiser. raiser.
Article 8 Related party transactions
When the Company intends to acquire or dispose of real property or right-ofuse assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets,
When the Company intends to acquire or dispose of real property or right-ofuse assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets,
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Articles before amendment Articles after amendment Remarks or NT$300 million or more, except in or NT$300 million or more, except in trading of domestic government trading of domestic government bonds or bonds under repurchase and bonds or bonds under repurchase and resale agreements, or subscription or resale agreements, or subscription or redemption of money market funds redemption of money market funds issued by domestic securities issued by domestic securities investment trust enterprises, the investment trust enterprises, the company may not proceed to enter company may not proceed to enter into a transaction contract or make a into a transaction contract or make a payment until the following matters payment until the following matters have been approved by the audit have been approved by the audit committee and submitted to the committee and submitted to the boards of directors for a resolution: boards of directors for a resolution:
(1) The purpose, necessity and (1) The purpose, necessity and anticipated benefit of the acquisition anticipated benefit of the acquisition or disposal of assets. or disposal of assets.
(2) The reason for choosing the related (2) The reason for choosing the related party as a transaction counterparty. party as a transaction counterparty.
(3) With respect to the acquisition of (3) With respect to the acquisition of real property or right-of-use assets real property or right-of-use assets thereof from a related party, thereof from a related party, information regarding appraisal of information regarding appraisal of the reasonableness of the the reasonableness of the preliminary transaction terms in preliminary transaction terms in accordance with Article 3 and accordance with Article 3 and Article 4. Article 4.
(4) The date and price at which the (4) The date and price at which the related party originally acquired the related party originally acquired the real property, the original real property, the original transaction counterparty, and that transaction counterparty, and that transaction counterparty's transaction counterparty's relationship to the company and the relationship to the company and the related party. related party.
(5) Monthly cash flow forecasts for the (5) Monthly cash flow forecasts for the year commencing from the year commencing from the anticipated month of signing of the anticipated month of signing of the contract, and evaluation of the contract, and evaluation of the necessity of the transaction, and necessity of the transaction, and reasonableness of the funds reasonableness of the funds utilization. utilization.
(6) An appraisal report from a (6) An appraisal report from a professional appraiser or a CPA's professional appraiser or a CPA's opinion obtained in compliance opinion obtained in compliance with the preceding article. with the preceding article.
(7) Restrictive covenants and other (7) Restrictive covenants and other important stipulations associated important stipulations associated with the transaction. with the transaction.
1. The calculation of the transaction 3. With respect to the types of amounts referred to in the preceding transactions listed below, when to be paragraph shall be made in conducted between the Company and accordance with Article 14, paragraph its parent or subsidiaries, or between 2 herein, and "within the preceding its subsidiaries in which it directly or year" as used herein refers to the year indirectly holds 100 percent of the preceding the date of occurrence of issued shares or authorized capital, the current transaction. Items that the Company's Board of Directors have been approved by the audit may pursuant to Article 6, delegate committee and submitted to the Board the chairperson to decide such matters of Directors for a resolution need not when the transaction is within a
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Articles before amendment Articles after amendment Remarks be counted toward the transaction certain amount and have the decisions amount. With respect to the types of subsequently submitted to and ratified transactions listed below, when to be by the next audit committee and conducted between the Company and Board of Directors meeting: its parent or subsidiaries, or between (1) Acquisition or disposal of its subsidiaries in which it directly or equipment or right-of-use assets indirectly holds 100 percent of the thereof held for business use. issued shares or authorized capital, (2) Acquisition or disposal of real the Company's Board of Birectors may property right-of-use assets held for pursuant to Article 6, delegate the business use. chairperson to decide such matters When the Company submits the when the transaction is within a transactions of acquisition or disposal certain amount and have the decisions of assets in compliance with the subsequently submitted to and provisions of the preceding Section to ratified by the next audit committee the audit committee for approval and and Board of Directors meeting: to the Board of Directors for (1) Acquisition or disposal of discussion, the Board of Directors equipment or right-of-use assets shall take into full consideration each thereof held for business use. independent director’s opinions. If an (2) Acquisition or disposal of real independent director objects to or property right-of-use assets held for expresses reservations about any business use. matter, it shall be recorded in the When the Company submits the minutes of the Board of Directors transactions of acquisition or disposal meeting. of assets in compliance with the The Company shall submit all provisions of the preceding Section to materials listed in subparagraph 1 to the audit committee for approval and the shareholders’ meeting for a to the Board of Directors for resolution prior to signing contracts discussion, the Board of Directors when the Company or its subsidiary shall take into full consideration each that is not itself a public company in independent director’s opinions. If an Taiwan engages the transaction in independent director objects to or accordance with subparagraph 1 and expresses reservations about any the transaction amounts reach 10 matter, it shall be recorded in the percent or more of the Company’s minutes of the Board of Directors total assets. meeting. The calculation of the transaction amounts referred to in paragraph 1 and the preceding paragraph shall be made in accordance with Article 14, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the audit committee, submitted to the Board of Directors and the shareholders’ meeting for a resolution need not be counted toward the transaction amount. (Omitted Intentionally) (Omitted Intentionally) Article 9 Related party transactions To amend the The Company acquiring or disposing of The Company acquiring or disposing of provisions securities shall, prior to the date of securities shall, prior to the date of according to the occurrence of the event, obtain financial occurrence of the event, obtain financial letter of statements of the issuing company for statements of the issuing company for Financial the most recent period, certified or the most recent period, certified or Supervisory reviewed by a certified public reviewed by a certified public Commission accountant, for reference in appraising accountant, for reference in appraising dated January

Article 9 Related party transactions

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	Articles before amendment	Articles before amendment	Articles after amendment	Remarks
	the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price.If the CPA needs to use the report of an expert as		the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission.	28, 2022 with the Order No. Financial- Supervisory- Securities- Corporate- 1110380465.
		of an expert as
	evidence, the CPA	shall do so in
	accordance with the provisions of
	Statement of Auditing Standards No. 20
	published by the ARDF. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial SupervisoryCommission.
Article 13 Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares 1. The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to obtaining the audit committee’s approval and convening the Board of Directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Board of Directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital. 2. The Company participating in a merger, demerger or acquisition shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in the preceding Article when sending shareholders notification of the			Article 13 Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares 1. The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to obtaining the audit committee’s approval and convening the Board of Directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Board of Directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital. 2. The Companyparticipating in a merger, demerger or acquisitionshall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in the preceding Article when sending shareholders notification of the	To amend the provisions in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

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Articles before amendment Articles after amendment Remarks shareholders meeting for reference in shareholders meeting for reference in deciding whether to approve the deciding whether to approve the merger, demerger, or acquisition. merger, demerger, or acquisition. Provided, where a provision of Provided, where a provision of another act exempts a company from another act exempts a company from convening a shareholders meeting to convening a shareholders meeting to approve the merger, demerger, or approve the merger, demerger, or acquisition, this restriction shall not acquisition, this restriction shall not apply. Where the shareholders apply. Where the shareholders meeting of the Company participating meeting of any of participating in a merger, demerger, or acquisition companies in a merger, demerger, or fails to convene or pass a resolution acquisition fails to convene or pass a due to lack of a quorum, insufficient resolution due to lack of a quorum, votes, or other legal restriction, or the insufficient votes, or other legal proposal is rejected by the restriction, or the proposal is rejected shareholders meeting, the Company by the shareholders meeting, the participating in the merger, demerger Company participating in the merger, or acquisition shall immediately demerger or acquisition shall publicly explain the reason, the immediately publicly explain the follow-up measures, and the reason, the follow-up measures, and preliminary date of the next the preliminary date of the next shareholders meeting. shareholders meeting. The Company participating in a 3. These companies participating in a merger, demerger, or acquisition shall merger, demerger, or acquisition shall convene a Board of Directors meeting convene a Board of Directors meeting and shareholders meeting on the day and shareholders meeting on the day of the transaction to resolve matters of the transaction to resolve matters relevant to the merger, demerger, or relevant to the merger, demerger, or acquisition, unless another act acquisition, unless another act provides otherwise or the regulatory provides otherwise or the regulatory authority are notified in advance of authority are notified in advance of extraordinary circumstances and extraordinary circumstances and grants consent. The Company grants consent. The Company participating in a transfer of shares participating in a transfer of shares shall call a Board of Directors meeting shall call a Board of Directors meeting on the day of the transaction, unless on the day of the transaction, unless another act provides otherwise or the another act provides otherwise or the regulatory authority are notified in regulatory authority are notified in advance of extraordinary advance of extraordinary circumstances and grants consent. circumstances and grants consent.
The Company participating in a merger, demerger, or acquisition shall convene a Board of Directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the regulatory authority are notified in advance of extraordinary circumstances and grants consent. The Company participating in a transfer of shares shall call a Board of Directors meeting on the day of the transaction, unless another act provides otherwise or the regulatory authority are notified in advance of extraordinary circumstances and grants consent.
When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference:
When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference:
(1) Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the
(1) Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the
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Articles before amendment Articles after amendment Remarks information. information.
(2) Dates of material events: Including (2) Dates of material events: Including the signing of any letter of intent or the signing of any letter of intent or memorandum of understanding, the memorandum of understanding, the hiring of a financial or legal advisor, hiring of a financial or legal advisor, the execution of a contract, and the the execution of a contract, and the convening of a Board of Directors convening of a Board of Directors meeting…etc. meeting…etc.
(3) Important documents and minutes: (3) Important documents and minutes: Including merger, demerger, Including merger, demerger, acquisition, and share transfer plans, acquisition, and share transfer plans, any letter of intent or memorandum any letter of intent or memorandum of understanding, material of understanding, material contracts, and minutes of Board of contracts, and minutes of Board of Directors meetings. Directors meetings.
1. When participating in a merger, 5. When participating in a merger, demerger, acquisition, or transfer of demerger, acquisition, or transfer of another company's shares, the another company's shares, the Company that is listed on an exchange Company that is listed on an exchange or has its shares traded on an OTC or has its shares traded on an OTC market shall, within 2 days counting market shall, within 2 days counting inclusively from the date of passage of inclusively from the date of passage of a resolution by the Board of Directors, a resolution by the Board of Directors, report (in the prescribed format and report (in the prescribed format and via the Internet-based information via the Internet-based information system) the information set out in system) the information set out in subparagraphs 1 and 2 of the subparagraphs 1 and 2 of the preceding paragraph to the Financial preceding paragraph to the Financial Supervisory Commission for Supervisory Commission for recordation. recordation by regulatory authority..
1. Where the Company participating in a 6. Where the Company participating in a merger, demerger, acquisition, or merger, demerger, acquisition, or transfer of another company's shares transfer of another company's shares is is neither listed on an exchange nor neither listed on an exchange nor has has its shares traded on an OTC its shares traded on an OTC market, market, the Company so listed or the Company so listed or traded shall traded shall sign an agreement with sign an agreement with such company such company whereby the latter is whereby the latter is required to abide required to abide by the provisions of by the provisions of the preceding two the preceding two paragraphs. paragraphs.
1. Every person participating in or privy 7. Every person participating in or privy to the plan for merger, demerger, to the plan for merger, demerger, acquisition, or transfer of shares shall acquisition, or transfer of shares shall issue a written undertaking of issue a written undertaking of confidentiality and may not disclose confidentiality and may not disclose the content of the plan prior to public the content of the plan prior to public disclosure of the information and may disclosure of the information and may not trade, in their own name or under not trade, in their own name or under the name of another person, in any the name of another person, in any stock or other equity security of any stock or other equity security of any company related to the plan for company related to the plan for merger, demerger, acquisition, or merger, demerger, acquisition, or transfer of shares. transfer of shares.
1. The Company may not arbitrarily alter 8. The Company participating in a the share exchange ratio or acquisition merger, demerger, acquisition, or price unless under the below-listed transfer of shares may not arbitrarily circumstances, and shall stipulate the alter the share exchange ratio or circumstances permitting alteration in ermitting alteration in g alteration in alteration in acquisition price unless under the
The Company may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in ermitting alteration in g alteration in alteration in
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Articles before amendment the contract for the merger, demerger, acquisition, or transfer of shares:
(1) Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
(2) An action, such as a disposal of major assets, that affects the company's financial operations.
(3) An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
(4) An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
(5) An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
(6) Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
1. The contract for participation in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the Company participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:
(1) Handling of breach of contract.
(2) Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
(3) The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
(4) The manner of handling changes in the number of participating entities or companies.
(5) Preliminary progress schedule for plan execution, and anticipated completion date.
(6) Scheduled date for convening the legally mandated shareholders
Articles after amendment Remarks
below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:
(1) Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
(2) An action, such as a disposal of major assets, that affects the company's financial operations.
(3) An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
(4) An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
(5) An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
(6) Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
1. The contract for participation by the Company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of these companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:
(1) Handling of breach of contract. (2) Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
(3) The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
(4) The manner of handling changes in the number of participating entities or companies.
(5) Preliminary progress schedule for
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Articles before amendment	Articles after amendment	Articles after amendment	Remarks
meeting if the plan exceeds the deadline without completion, and relevant procedures 10. After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the Board of Directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew. `11.` Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article 3 to Article 7, and Article 10.	(6) 10. 11.	plan execution, and anticipated completion date. Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company,all of the participating companiesshall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the Board of Directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew. Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article 3 to Article 7, and Article 10.
Article 14 Public Disclosure of Information 1. Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the Financial Supervisory Commission's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: (1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of- use assets thereof from or to a relatedpartywhere the transaction	Article 14 Public Disclosure of Information 1. Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the Financial Supervisory Commission's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: (1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of- use assets thereof from or to a		1. To amend the provisions according to the letter of Financial Supervisory Commissio n dated January 28, 2022 with the Order No. Financial- Supervisory -Securities- Corporate- 1110380465.

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Articles before amendment	Articles after amendment	Articles after amendment	Remarks
amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (2) Merger, demerger, acquisition, or transfer of shares. (3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. (4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. (5) Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million. (6) Where an asset transaction other than any of those referred to in the preceding 1~5 subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: A. Trading of domestic government bonds. `B.` Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust	(2) (3) (4) (5) (6) (7)	related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. Merger, demerger, acquisition, or transfer of shares. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. When the Company operates	2. To amend the provisions in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
		construction business engages in the
		acquisition, disposal or right-of-use
		of assets for construction use and
		furthermore the transaction
		counterparty is not a related party,
		and the amount the Company
		expects to invest in the transaction
		reaches NT$500 million. Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million. Where an asset transaction other than any of those referred to in the preceding 1~6subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided,this shall

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Articles before amendment	Articles after amendment	Articles after amendment	Remarks
enterprises. (Omitted Intentionally)	not apply to the following circumstances: A. Trading of domestic government bondsor the foreign government bonds, its sovereign credit rating of the issuing sovereign entity must not lower than the sovereign credit rating of Taiwan. B. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (Omitted Intentionally)
Article 16 Supplementary Provisions. (Omitted Intentionally) 7. For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. These Procedures was implemented initially on October 30, 1996. The first amendment occurred on July 28, 1998. The second amendment occurred on November 20, 1999. The third amendment occurred on June 12, 2003. The fourth amendment occurred on June 13, 2007. The fifth amendment occurred on June 16, 2009. The sixth amendment occurred on June 21, 2012. The seventh amendment occurred on June 11, 2014. The eighth amendment occurred on June 22, 2017. The ninth amendment occurred on June 21, 2018. The tenth amendment occurred on June 21, 2019.	Article 16 Supplementary Provisions. (Omitted Intentionally) 7. For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. These Procedures was implemented initially on October 30, 1996. The first amendment occurred on July 28, 1998. The second amendment occurred on November 20, 1999. The third amendment occurred on June 12, 2003. The fourth amendment occurred on June 13, 2007. The fifth amendment occurred on June 16, 2009. The sixth amendment occurred on June 21, 2012. The seventh amendment occurred on June 11, 2014. The eighth amendment occurred on June 22, 2017. The ninth amendment occurred on June 21, 2018. The tenth amendment occurred on June 21, 2019. The tenth amendment occurred on June 21, 2019. The eleventh amendment occurred on June 21, 2022.		To amend the revision number and date.
		June 21, 2022.

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Appendix 8.1

Tripod Technology Corporation Articles of Association (Translation)

Chapter 1 General Provisions

Article 1: The Company is organized in accordance with the Company Act and named Tripod Technology Corporation (hereinafter referred to as “the Company”.)

Article 2: The business scope of the Company is as follows:
2.1 Mechanical Equipment Manufacturing
2.2 Wired Communication Equipment and Apparatus Manufacturing
2.3 Telecommunication Equipment and Apparatus Manufacturing
2.4 Electronics Components Manufacturing.
2.5 Computer and Peripheral Equipment Manufacturing.
2.6 Medical Materials and Equipment Manufacturing
2.7 Garden and landscape works Specialized Construction Enterprises
2.8 Wholesale of Drugs, Medical Goods
2.9 Wholesale of Cosmetics Ingredients
2.10 Wholesale of Machinery
2.11 Wholesale of Computers and Clerical Machinery Equipment.
2.12 Wholesale of Telecommunication Apparatus.
2.13 Wholesale of Computer Software.
2.14 Wholesale of Electronic Materials.
2.15 Wholesale of Recycling Materials
2.16 Retail sale of Medical Equipment
2.17 Retail Sale of Office Machinery and Equipment
2.18 Retail Sale of Telecommunication Apparatus.
2.19 Retail Sale of Other Machinery and Equipment.
2.20 Retail Sale of Computer Software
2.21 Retail Sale of Electronic Materials.

==> picture [40 x 75] intentionally omitted <==

2.22 International Trade
2.23 Housing and Building Development and Rental.
2.24 Industrial Factory Buildings Lease Construction and Development
2.25 Specific Area Development
2.26 Real Estate Business
2.27 Real Estate Leasing
2.28 Other Consultancy
2.29 Software Design Services
2.30 Data Processing Services
2.31 Electronic Information Supply Services.
2.32 Product Designing
2.33 Landscape and Interior Designing
2.34All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2-1: The Company may act as a guarantor.

Article 3: The Company is a shareholder with limited duties of other companies where related investment amount is not restricted to the limitation as set by the provisions of Article 13 of the Company Act for reinvestments.
Article 4: The Company is headquartered in Taoyuan City and when necessary may establish branches or representative offices at proper locations at home and abroad as resolved by the Board of Directors and approved by laws.

Article 5: Deleted.

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Chapter 2 Share

Article 6: The authorized capital of the Company is NT$6 billion consisting of 600 million shares. The par value of each share is NT$10, and such shares can be issued in separate installments by authorizing the board meeting.

Among these shares, 200 million shares are reserved for warrants, referred shares with warrants or corporate bond with warrant, with 20 million shares at par value of NT$10. The Board of Directors is authorized to issue the shares in separate installments.

Article 7: The share certificates of the Company shall without exception be in registered form, signed by, or affixed with seals of, at least three directors, and authenticated by the competent authority before issuance.

The issued shares of the Company are not required to be printed ones.

Article 8: The stock affair administrative operations of the Company follows the provisions of the “Regulations Governing the Administration of Shareholder Services of Public Companies”.

Article 9: Deleted.

Article 10: All entries in the shareholders register due to share transfers shall be suspended for 60 days prior to a shareholders’ meeting, or for 30 days prior to a special shareholders’ meeting, or for 5 days prior to the record date fixed for distributing dividends, bonus, or any other benefits.

Article 11: Deleted.

Chapter 3 Shareholders’ Meeting

Article 12: Shareholders’ meetings of the Company are of two kinds: general shareholders’ meetings and special shareholders’ meetings. The general shareholders’ meetings are convened at least once per year within six months from the close of the fiscal year by the board meeting following laws and regulations, with the exception of those with legitimate reason and authorized by competent authority. Special shareholders’ meetings may be convened in accordance with applicable laws and regulations whenever necessary.
Article 13: For general shareholders’ meetings, the notice of meeting shall be served to each shareholder at least 30 days prior to the meeting; for special shareholders’ meetings, a notice of meeting shall be served to each shareholder at least 15 days prior to the meeting. The notice of meeting shall specify the date, location and reasons for convening the meeting.
Article 14: If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the proxy selection follows the provisions of Article 208 of the Company Act; if a shareholders’ meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chairperson from among themselves.
Article 15: A shareholder unable to attend the shareholders’ meeting in person may appoint a proxy to attend the meeting by using the proxy form issued by the Company and specifying the scope of proxy, which shall be signed and sealed by the shareholder. The provisions of such proxy assignment follows provisions under Article 177 of the Company Act and that of the
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“Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” as ruled by the competent authority.

Article 16: Each shareholder of the Company is entitled to one vote per share, with the exception that falls under Article 179 of the Company Act.
Article 17: Except as otherwise provided by the laws, resolutions of a shareholders’ meeting shall be adopted at a meeting attended by shareholders representing over half of the total number of issued shares and at which meeting over half of the shareholders vote in favor of such resolutions.

According to regulations of the competent authority, a shareholder of the Company may exercise voting rights in electronic format whereas such shareholder will be deemed to have attended the meeting in person. Related matters are implemented according to regulations of laws.

Article 18: Minutes of the meeting shall be signed or sealed by the chairperson and should be distributed to all shareholders within 20 days of the meeting. The minutes, attendance book and proxy form and be properly kept at the Company under the provisions of Article 183 of the Company Act.

The issue of the aforementioned minutes may be announced publicly.

Chapter 4 Directors and Supervisors

Article 19: The Company shall have seven to eleven directors to be elected from persons having legal capacity at a shareholders’ meeting. Each director shall hold office for a term of three years and is eligible for reelection. The total shares of all supervisors follow the regulations of securities governing authority.

Under the provisions of Article 14-2 and Article 183 of the Securities and Exchange Act, the aforementioned director seats should contain no less than 2 people and no less than one-fifth of all director seats.

Election of independent directors shall adopt the candidate nomination measure, and they shall be elected from among the list of candidates for independent directors by the shareholders’ meeting in accordance with Article 192-1 of the Company Act. Matters regarding professional qualification, restrictions on shareholdings and concurrent position, methods of nomination and election and other matters for compliance with respect to independent directors shall be subject to the rules prescribed by the competent securities authority. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.

Article 20: The election of the Company’s directors adopts the candidate nomination measure of the Article 192-1 of the Company Act. Related implementation matters also follow regulations of the Company Act, the Securities and Exchange Act, etc.

The total shares of registered shares of the Company held by all directors follows the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” as announced by the Securities and Futures Commission, Ministry of Finance.

Article 21: If the number of directors is less than one-third of overall number of directors, the board should convene a special shareholders’ meeting within 60 days for reelection, whereas the term is restricted to fulfill the term of the original serving director.
Article 22: Should the term ends for directors and reelection takes longer than expected, the term may be prolonged until reelected director inaugurates.
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Article 23: The Board of Directors is formed by directors whereas over two-thirds of the directors attend and over half of the attending directors agree and elect a chairperson. When necessary, the same method is applied to select one of them as vice chairperson. The chairperson represents the company.
Article 24: The business policy and other important matters of the Company are resolved by the board meeting, which is called to convene and chaired by the chairperson except for the calling to order of the first board meeting of each term, which follows the provisions of Article 203 of the Company Act. For emergency, a board meeting may be called to convene at any time. The aforementioned calling to order is made by the chairperson and directors may be informed via fax or Emails.
Article 25: Except for other provisions of the Company, the resolutions of the board meetings require attendance of over half of directors and agreement of over half of the attending directors. Should any of the directors fail to attend due to specific reasons, he/she may offer a proxy form listing the scope of authorization of the reason of convening the meeting for another director to attend. However, the number of such proxy is limited to one only.

The meeting may be held via videoconferencing whereas directors participating in the videoconference are deemed participating in person.

Article 26: The minutes of the meeting shall be signed or sealed by the chairperson and copies thereof shall be distributed to all directors within 15 days of the meeting. The minutes shall be properly kept at the Company, along with attendance book and proxy form.
Article 27: Pursuant to Article 14-4 of the Securities and Exchange Act, the Company shall set up the audit committee, which shall consist of the entire independent directors. The members of the audit committee exercise duties of supervisors as ruled by the Company Act, the Securities and Exchange Act and others.

Chapter 5 Managers and Employees

Article 28: The Company follows the resolution of the board to appoint various managers, with appointment, dismissal and reward observing the
provisions under Article 29 of the Company Act.
Article 29: The president should follow resolutions of the board and deal with the Company’s business.

Article 30: Deleted.

Chapter 6 Accounting

Article 31: The Company’s fiscal year is from January 1 to December 31 each year. At the close of each fiscal year, the Board of Directors shall prepare the following statements and records that shall be presented at the shareholders’ meeting for recognition after submitted to be audited by supervisors 30 days before the shareholders’ meeting.
31.1 Business report;
31.2 Financial report;
31.3 Proposal for allocating earnings or covering loss.
Article 32: For any profits earned by the Company annually, the Company should allot no less than 3% of the profits to be employee compensation whereas the Board of Directors meeting will make a resolution to issue the amount in shares or cash, with the issued targets include subordinating employees meeting certain conditions; the aforementioned amount of profits of the
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Company is resolved by the board meeting to allot no more than 1% as director compensation. Proposals for both types of compensation should be reported to the shareholders’ meeting. However, should the Company have accumulated losses, retained amount to cover the losses should be prescribed before allotting both types of compensation according to the percentages described in the preceding paragraph.

Article 32-1: For any profits after review of annual financial statements, the Company should pay for taxes by observing related laws. After covering for accumulated losses, the company may allot no less than 3% of the earnings as legal reserve. However, for legal reserving reaching the paid-in capital of the company, no such allotment is required. The rest can be allotted legally or reversed as special reserve; for any remaining sum, along with accumulated undistributed retained earnings, the board may propose an earning distribution for the shareholders’ meeting to resolve and distribute shareholders’ bonus dividends.
The Company’s corporate lifecycle is on the rise. For future expansions, funding needs and tax influence on the Company and shareholders, the Company’s share dividend policy mainly considers the funding requirements of the Company in future funding budgeting. The board meeting is responsible for proposing earning distribution for shareholders’ meeting to resolve and distribute. Whereas the distribution of bonus dividends should consider the dividends of the year with no less of 10% as cash dividends.

Chapter 7 Supplemental Provisions

Article 33: The organization and major regulations of the Company are set by the board meeting.
Article 34: Matters not addressed by these Articles of Association shall be governed by the Company Act.
Article 35: The Articles of Association was implemented initially on December 10[th] , 1991. The first amendment occurred on August 6[th] , 1992. The second amendment occurred on July 15[th] , 1993.
The third amendment occurred on September 29[th] , 1995.
The fourth amendment occurred on December 12[th] , 1995. The fifth amendment occurred on February 5[th] , 1996. The sixth amendment occurred on October 30[th] , 1996. The seventh amendment occurred on July 19[th] , 1997. The eighth amendment occurred on June 1[st] , 1998. The ninth amendment occurred on May 10[th] , 2000. The tenth amendment occurred on June 22[nd] , 2001.
The eleventh amendment occurred on June 21[st] , 2002. The twelfth amendment occurred on May 18[th] , 2004. The thirteenth amendment occurred on May 18[th] , 2005. The fourteenth amendment occurred on June 14[th] , 2006. The fifteenth amendment occurred on June 13[th] , 2007. The sixteenth amendment occurred on June 13[th] , 2008. The seventeenth amendment occurred on June 16[th] , 2009. The eighteenth amendment occurred on June 22[nd] , 2010. The nineteenth amendment occurred on June 17[th] , 2011. The twentieth amendment occurred on June 21[st] , 2012. The twenty-first amendment occurred on June 20[th] , 2013. The twenty-second amendment occurred on June 21[st] , 2014. The twenty-third amendment occurred on June 25[th] , 2015. The twenty-fourth amendment occurred on June 21[st] , 2016. The twenty-fifth amendment occurred on June 22[nd] , 2017. The twenty-sixth amendment occurred on June 21[st] , 2018. The twenty-seventh amendment occurred on July 9[th] , 2021.
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Appendix 8.2

Tripod Technology Corporation Rules of Procedure for Shareholders Meetings (Translation)

Article 1

To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

The rules of procedures for the Company’s shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3

Unless otherwise provided by law or regulation, the Company’s shareholders meetings shall be convened by the Board of Directors.

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None

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of the above matters may be raised by an extraordinary motion.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The

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meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 6

The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

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

Article 7

If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the Board of Directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one member of each functional committee in person, and at least

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one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

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

Article 8

The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

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

Article 9

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

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

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

Article 10

If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the

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agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the Board of Directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11

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

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

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

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

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

Article 12

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

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

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

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

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by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13

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

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

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

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

Except as otherwise provided in the Company Act and in the Company articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

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

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required.

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

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

Article 14

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.

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

Article 15

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

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

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

Article 16

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

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17

Staff handling administrative affairs of a shareholders meeting shall wear

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identification cards or arm bands.

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

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.

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

Article 18

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

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19

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

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Appendix 8.3

Tripod Technology Corporation Regulations Governing the Acquisition and Disposal of Assets (Translation)

Article 1 Purpose and basis for adoption

These Regulations are adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act ("the Act") and the Regulations Governing the Acquisition and Disposal of Assets by Public Companies ("the Regulations") in order to secure the mutual interests for both Company and shareholders and ensure open access of information.

Article 2 Scope of application and definition

The terms used in the Procedures are defined as follows:

"Assets":
(1) Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
(2) Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.
(3) Memberships.
(4) Patents, copyrights, trademarks, franchise rights, and other intangible assets.
(5) Right-of-use assets.
(6) Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
(7) Derivatives.
(8) Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
(9) Other major assets.
"Derivatives": forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
“Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law”: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act.
“Related party” and “Subsidiary”: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
“Professional appraiser”: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
“Date of occurrence”: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
“Mainland China area investment”: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
“Securities exchange”: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation; "foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.
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Over-the-counter venue ("OTC venue", "OTC"): "Domestic OTC venue" refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC venue" refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.

Article 3 External Experts

Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:

May not have previously received a final and unappeasable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
May not be a related party or de facto related party of any party to the transaction.
If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

Article 4 Scope of investment and amount limitations

The amount limitations of the acquisition of real property or equipment for non-business use and security investments by the Company are specified as follows:
(1) The acquisition of real property or equipment by the Company for non-business use shall not exceed 20 percent of the Company’s total assets audited and attested by the CPA in the most recent period.
(2) The acquisition of security investments by the Company shall not exceed the equity attributable to the parent company audited and attested by the CPA in the most recent period.
(3) The total amount of investments in individual securities shall not exceed 40 percent of the Company’s equity attributable to the parent company audited and attested by the CPA in the most recent period.
The amount limitations of the acquisition of real property or equipment for non-business use and security investments by the Company’s subsidiaries are specified as follows:
(1) The acquisition of real property or equipment by the Company’s subsidiaries for nonbusiness use is not allowed.
(2) The acquisition of security investments by the Company shall not exceed the equity attributable to the parent company audited and attested by the CPA in the most recent period.
(3) The total amount of investments in individual securities shall not exceed 40 percent of the Company’s equity attributable to the parent company audited and attested by the CPA in the most recent period.

Article 5 The procedures for the acquisition or disposal of assets

The procedures for the acquisition or disposal of securities:
(1) While handing the acquisition or disposal of securities from a centralized securities exchange market or at the place of business of a securities firm, the responsible organization shall provide related items such as reasons, objects, and the reference transaction price according to the decision-making authority of the Company’s internal control system.
(2) While handing the acquisition or disposal of securities which is not from a centralized securities exchange market or at the place of business of a securities firm, the responsible organization shall provide related items such as reasons, objects, the trading counterpart, the purchase price, the payment terms, and the reference transaction price according to the decision-making authority of the Company’s internal control system.
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While handing the acquisition or disposal of other assets, the responsible organization shall provide related items such as reasons, objects, the trading counterpart, the purchase price, the payment terms, and the reference transaction price according to the decision-making authority of the Company’s internal control system.
The procedures for the acquisition or disposal of assets are subject to the regulations of the Company’s internal control.
Any transaction involving major assets or derivatives shall be approved by the audit committee and submitted to the boards of directors for a resolution.

Article 6 The procedures for determining the payment terms

Price determination and supporting reference materials while handling the acquisition or disposal of securities:
- (1) The acquisition or disposal of securities:
  - A. The price of securities purchases in a centralized securities exchange market or at the place of business of a securities firm shall be determined based on the market price of securities it has issued.
  - B. The price of securities acquired or disposed in anyplace other than in a centralized securities exchange market or at the place of business of a securities firm shall be determined based on the net value per share, profitability, the future development potential and the market price of securities.
- (2) The acquisition or disposal of other assets shall be conducted in a price comparison, price negotiation, tender or other methods.
The acquisition or disposal of assets shall be conducted according to the scope of decisionmaking authority by the responsible organization:
- (1) The acquisition or disposal of securities shall be approved by the audit committee and submitted to the boards of directors for a resolution except the following circumstances:
  - A. The audit committee and Board of Directors delegate the chairperson to decide the acquisition or disposal of long term securities investment when the transaction is within NT$300 million and have the decisions subsequently submitted to and ratified by the next audit committee and Board of Directors meetings.
  - B. Idle funds The chairperson is authorized to decide the acquisition or disposal of short term securities investment by idle funds when the each transaction or daily transaction amount is within NT$300 million and have the decisions subsequently submitted to and ratified by the next audit committee and Board of Directors meetings.
- (2) The acquisition or disposal of other assets:
  - A. The audit committee and Board of Directors delegate the chairperson to decide the acquisition or disposal of other assets from or to the Company’s subsidiaries when the transaction is within 10 percent of the Company’s total assets of the financial statements in the most recent period; the audit committee and Board of Directors shall approve the transaction if the trading counterpart is not the Company’s subsidiaries and the transaction is more than NT$300 million.
  - B. The audit committee and Board of Directors delegate the chairperson to decide the acquisition or disposal of other assets for non-business use when the transaction is within NT$300 million and have the decisions subsequently submitted to and ratified by the next audit committee and Board of Directors meetings, otherwise, the audit committee and Board of Directors shall approve it in advance.
- (3) When a transaction involving the acquisition or disposal of assets is submitted for discussion by the Board of Directors pursuant to the preceding paragraph and an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting.
Article 7 The appraisal report of acquisition or disposal of real property, equipment or right-of use assets In acquiring or disposing of real property, equipment, or right-of-use assets required to be publicly announced and reported thereof where the transaction amount reaches 20 percent of the Company’s paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:
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Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
(1) The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
(2) The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.

Article 8 Related party transactions

When the company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted according the Article 7 to Article 11 and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 10-1herein. When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the audit committee and submitted to the boards of directors for a resolution:
(1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
(2) The reason for choosing the related party as a transaction counterparty.
(3) With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 3 and Article 4.
(4) The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.
(5) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
(6) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
(7) Restrictive covenants and other important stipulations associated with the transaction.
The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 14, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction.
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Items that have been approved by the audit committee and submitted to the Board of Directors for a resolution need not be counted toward the transaction amount. With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's Board of Directors may pursuant to Article 6, delegate the chairperson to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next audit committee and Board of Directors meeting:

(1) Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
(2) Acquisition or disposal of real property right-of-use assets held for business use.

When the Company submits the transactions of acquisition or disposal of assets in compliance with the provisions of the preceding Section to the audit committee for approval and to the Board of Directors for discussion, the Board of Directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting.

When the Company acquires real property or right-of-use assets thereof from or to a related party shall evaluate the reasonableness of the transaction costs by the following means (Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed below):
(1) Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it shall not be higher than the maximum non-financial industry lending rate announced by the regulatory authority in the Company’s registration location .
(2) Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more.
The Company that acquires real property or right-of-use assets thereof from a related party and appraises the cost of the expresses reservations or right-of-use assets thereof in accordance with the preceding paragraphs shall also engage a CPA to check the appraisal and render a specific opinion.
Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding Article 2 and Article 3, and the preceding Article 4 and Article 5 do not apply:
(1) The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
(2) More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.
(3) The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.
(4) The real property right-of-use assets for business use are acquired by the Company with its subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.
When the results of the Company's appraisal conducted in accordance with the preceding Article 4 are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 8. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply:
(1) Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
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- A. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the regulatory authority in the Company’s registration location, whichever is lower.
- B. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.
(2) Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.
(3) Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.
Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding Article 4, Article 5 and Article 7 are uniformly lower than the transaction price, the following steps shall be taken: (1) A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of the Company's equity stake in the other company. The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Financial Supervisory Commission has given its consent.
(2) The independent director of the audit committee shall comply with Article 218 of the Company Act.
(3) Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the ultimate parent company ’ s annual report and any investment prospectus.
(4) When the Company obtains real property or right-of-use assets thereof from a related party, it shall also comply with the preceding three paragraphs if there is other evidence indicating that the acquisition was not an arm ’ s length transaction.

Article 9 Related party transactions

The Company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. If the CPA needs to use the report of an expert as evidence, the CPA shall do so

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in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission.

Article 10 Acquires or disposes of intangible assets or right-of-use assets thereof or memberships Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.
Article 10-1 The calculation of the transaction amounts
The calculation of the transaction amounts referred to in the preceding four articles shall be done in accordance with Article 14, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.
Article 11 Acquires or disposes of assets through court auction procedures
Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

Article 12 Engaging in Derivatives Trading

The Company’s financial derivatives trading such as trading principles and strategies, procedures, risk management measures, regular evaluation methods…etc. shall be in compliance with the Procedures for Financial Derivatives Transactions.
Where the Company engaging in derivatives trading, its Board of Directors shall faithfully supervise and manage such trading in accordance with the following principles:
(1) Designate senior management personnel to pay continuous attention to monitoring and controlling derivatives trading risk.
(2) Periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the company's permitted scope of tolerance.
The Company shall establish a log book and record all of the Company’s financial derivative transactions in detail such as :
(1) Types and amounts of derivatives trading engaged in, and Board of Directors approval dates
(2) The evaluation report of derivatives trading positions held:
A. The derivatives trading positions held shall be evaluated at least once per wee
B. The positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall be submitted to senior management personnel authorized by the Board of Directors.
(3) Periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the Company's permitted scope of tolerance.
(4) Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with these Regulations and the procedures for engaging in derivatives trading formulated by the Company.
(5) Any transaction involving major derivatives shall be approved by audit committee members and submitted to the Board of Directors for a resolution in accordance with relevant regulations.
Internal audit system:

The Company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, all audit committee members shall be notified in writing.

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Article 13 Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares

The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to obtaining the audit committee’s approval and convening the Board of Directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Board of Directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital.
The Company participating in a merger, demerger, acquisition, or transfer of shares shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the shareholders meeting of the Company participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the Company participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.
The Company participating in a merger, demerger, or acquisition shall convene a Board of Directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the regulatory authority are notified in advance of extraordinary circumstances and grants consent. The Company participating in a transfer of shares shall call a Board of Directors meeting on the day of the transaction, unless another act provides otherwise or the regulatory authority are notified in advance of extraordinary circumstances and grants consent.
When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference:
(1) Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.
(2) Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a Board of Directors meeting…etc.
(3) Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board of Directors meetings.
When participating in a merger, demerger, acquisition, or transfer of another company's shares, the Company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days counting inclusively from the date of passage of a resolution by the Board of Directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the Financial Supervisory Commission for recordation.
Where the Company participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the Company so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding two paragraphs.
Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their
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own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.

The Company participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:
(1) Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
(2) An action, such as a disposal of major assets, that affects the company's financial operations.
(3) An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
(4) An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
(5) An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
(6) Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
The contract for participation by the Company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the Company participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:
(1) Handling of breach of contract.
(2) Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
(3) The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
(4) The manner of handling changes in the number of participating entities or companies.
(5) Preliminary progress schedule for plan execution, and anticipated completion date.
(6) Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures
After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the Board of Directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article 3 to Article 7,and Article 10.

Article 14 Public Disclosure of Information

Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the Financial Supervisory Commission's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:
(1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(2) Merger, demerger, acquisition, or transfer of shares.
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(3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company.
(4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more.
(5) Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million.
(6) Where an asset transaction other than any of those referred to in the preceding 1~5 subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
C. Trading of domestic government bonds.
D. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
The amount of transactions above shall be calculated as follows:
(1) The amount of any individual transaction.
(2) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
(3) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
(4) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
"Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.
The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the regulatory authority by the 10th day of each month.
When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.
The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.
Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the regulatory authority within 2 days counting inclusively from the date of occurrence of the event:
(1) Change, termination, or rescission of a contract signed in regard to the original transaction.
(2) The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
(3) Change to the originally publicly announced and reported information.

Article 15 The procedures of acquisition or disposal of assets by the Company’s subsidiaries

Any acquisition or disposal of assets by the Company’s subsidiaries shall follow this revision of Regulations Governing the Acquisition and Disposal of Assets approved on June 22, 2017 by the shareholders’ meeting. Any amendment hereof is subject to the same procedures. The original version of Regulations Governing the Acquisition and Disposal of Assets made by each subsidiary shall be terminated except the Procedures for Financial Derivatives Transactions. When the Company’s subsidiaries contemplating the conduct of financial
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derivative transactions, the subsidiary shall follow the Procedures for Financial Derivatives Transactions made by each subsidiary separately.
Information required to be publicly announced and reported in accordance with the provisions of the preceding Chapter on acquisitions and disposals of assets by a public company's subsidiary that is not itself a public company in Taiwan shall be reported by the public company. The 20 percent of paid-in capital or 10 percent total assets of the Company shall be the standard applicable to a subsidiary referred to in the preceding paragraph in determining whether, relative to paid-in capital or total assets, it reaches a threshold requiring public announcement.
The corporation governance department might be changed due to the different regulations of the location of the Company’s subsidiary. Therefore, the execution duties of the shareholder meeting, the chairperson, the independent directors, the Board of Directors and the audit committee, should be managed by each subsidiary under its location’s law and regulations.

Article 16 Supplementary Provisions.

Any violation of related regulations or these Procedures by the Company’s employee, depends on the seriousness of the transgression, shall be subject to discipline in accordance with the relevant human resources articles or rules of the Company.
Any matters does not stipulated herein shall be subject to relevant laws and regulations of the Company. If there is any revision of Regulations Governing the Acquisition and Disposal of Assets announce by the regulatory authority, the Company shall comply with the latest version.
These Procedures shall be approved by the audit committee, the Board of Directors and the shareholders’ meeting. Any amendment hereof is subject to the same procedures.
When the Procedures for the acquisition and disposal of assets are submitted for discussion by the Board of Directors pursuant to the preceding paragraph, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting.
When the Procedures for the acquisition and disposal of assets are adopted or amended they shall be approved by one-half or more of all audit committee members and submitted to the Board of Directors for a resolution. If approval of one-half or more of all audit committee members is not obtained, the procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the Board of Directors meeting.
The terms "all audit committee members" and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.
For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
These Procedures was implemented initially on October 30, 1996. The first amendment occurred on July 28, 1998. The second amendment occurred on November 20, 1999. The third amendment occurred on June 12, 2003. The fourth amendment occurred on June 13, 2007. The fifth amendment occurred on June 16, 2009. The sixth amendment occurred on June 21, 2012. The seventh amendment occurred on June 11, 2014. The eighth amendment occurred on June 22, 2017. The ninth amendment occurred on June 21, 2018. The tenth amendment occurred on June 21, 2019.
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Appendix 8.4

Employee and Board Director Compensation Information

Percentage or Scope of Employee and Board Director Compensation Recorded in Articles of Association

According to the provisions of employee and board director compensation listed in the Company ’ s Articles of Association, for any profits earned by the Company annually, the Company should allot no less than 3% of the profits to be employee compensation whereas the Board of Directors meeting will make a resolution to issue the amount in shares or cash, with the issued targets include subordinating employees meeting certain conditions; the aforementioned amount of profits of the Company is resolved by the board meeting to allot no more than 1% as director compensation. Proposals for both types of compensation should be reported to the shareholders ’ meeting. However, should the Company have accumulated losses, retained amount to cover the losses should be prescribed before allotting both types of compensation according to the percentages described in the preceding paragraph.

Status of Employee and Director Compensation has approved by the Board of Directors:

				Unit: NTD Reason of Gap and Processing Status None
Distributed Item	Distributed Amount Resolved by Board of Director (A)	Annual Estimated Recognition Expenses (B)	Gap (A-B)	Reason of Gap and Processing Status
Employee Compensation	578,531,530	578,531,530	0	None
Director Compensation	42,000,000	42,000,000	0

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Appendix 8.5

Stock Grant Influence on the Company’s Business Performance, EPS and ROE

There were no stock grants issued this year; therefore, this item does not apply.

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Appendix 8.6

Tripod Technology Corporation

Individual and Total Shareholding Status of Board Directors on Shareholders’ List

The number of shares held by all board directors should be no less than 16,819,388. Up until the book closure date of April 23, 2022, the number of shares held by all directors was 25,845,647, conforming to the rules.
The Company has an audit committee so that the ruled number of shares held by supervisors does not apply.
Individual and Total Shareholding Status of Board Directors: (Base date: April 23, 2022)

Title	Name	Inauguration Date	Term	Number of Shares held at Inauguration	Number of Shares held at Book Closure Date
Chairperson	Chiang-Chuang Wang	July 9, 2021	3 Years	7,022,532	7,022,532
Vice Chairperson	Yun Jie Investment Ltd. Legal Person Representative: Cheng-DingWang	July 9, 2021	3 Years	630,000	630,000
Director	Ching-Hsiu Hu	July 9, 2021	3 Years	6,325,713	6,325,713
Director	Tsao-Kuei Hsu	July 9, 2021	3 Years	10,482,056	10,482,056
Director	Yun An Investment Ltd. Legal Person Representative: Jeng-MingWang	July 9, 2021	3 Years	630,000	630,000
Director	Chao Sheng Investment Co., Ltd. Legal Person Representative: Chao-Wei Hu	July 9, 2021	3 Years	753,080	753,080
Independent Director	Yeong-Cheng Wu	July 9, 2021	3 Years	0	0
Independent Director	Hsing-Cheng Tai	July 9, 2021	3 Years	2,266	2,266
Independent Director	Wei-Ping Tang	July 9, 2021	3 Years	0	0
Total Director Shares				25,845,647	25,845,647

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AI assistant

Tripod — AGM Information 2022

52276_rns_2022-08-03_1e4a3036-1640-4a39-b546-19d2f0a23176.pdf

TRIPOD TECHNOLOGY CORPORATION

2022 Shareholders’ Meeting Handbook

Type of Meeting: Physical Meeting

Table of Contents

Tripod Technology Corporation

Tripod Technology Corporation

2022 Shareholders’ Meeting Agenda

Report Items:

1. 2021 Business Report

3.2 Loan Items:

、 4. To Report the Distribution of 2021 Compensation for Employee Board Director and Supervisor

Proposed Resolutions

Discussion Items

Extempore Motion

Adjournment

Attachment 7.1

Tripod Technology Corporation

Business Report

7.1 2021 Business Report

b. Budget Execution Status

d. R&D Status

Revenue Recognition

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Revenue Recognition

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

Auditors’ Responsibilities for the Audit of the Financial Statements

TRIPOD TECHNOLOGY CORPORATION

BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Attachment 7.4

Tripod Technology Corporation 2021 Statement of Earning Distribution

Tripod Technology Corporation

Comparison Table of Regulations Governing the Acquisition and Disposal of Assets

Appendix 8.1

Chapter 2 Share

Article 9: Deleted.

Article 11: Deleted.

Chapter 3 Shareholders’ Meeting

Chapter 5 Managers and Employees

Article 30: Deleted.

Chapter 6 Accounting

Chapter 7 Supplemental Provisions

Appendix 8.2

Tripod Technology Corporation Rules of Procedure for Shareholders Meetings (Translation)

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Tripod AGM Information 2022

`、` 4. To Report the Distribution of 2021 Compensation for Employee Board Director and Supervisor