TST Group — AGM Information 2020

Jul 22, 2020

Stock Code: 4439

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TST Group Holding Ltd.

2020 Annual Meeting of Shareholders

Meeting Handbook

Time: 9 AM, June 16 (Tuesday), 2020

Venue: Conference Room A, 6F, No. 99, Fuxing North Road, Songshan District, Taipei City (Primasia Conference & Business Center)

Table of Contents

	Table of Contents
		Page
I.	Meeting Procedures ............................................................................	1
II.	Meeting Agenda ..................................................................................	2
	1. Report Items .................................................................................	3-4
	2. Ratification Items .........................................................................	5
	3. Discussion Items ...........................................................................	6
	4. Extempore motions .......................................................................	6
III.	Annexes
	1. 2019 Business Report ...................................................................	7-8
	2. Audit Committee’sCommittee Review Report ............................	9
	3. Comparison of Articles Before and After Amendment of
	Procedures for Ethical Operations and Guidelines for Code of	10-16
	Conduct .........................................................................................
	4. Comparison of Articles Before and After Amendment of Practical Principles of Corporate Social Responsibility ..............	17-19
	5. Comparison of Articles Before and After Amendment of Principles of Business Ethics .......................................................	20-24
	6. Stock Repurchase and Transfer of Treasury Stocks to Employees	25-26
	......................................................................................................
	7. 2019 Consolidated Financial Statements and Auditors’ Report ...	27-35
	8. 2019 Earnings Distribution Table .................................................	36
	9. Comparison of Articles Before and After Amendment of Articles of Incorporation ............................................................................	37-43
	10. Comparison of Articles Before and After Amendment of Rules of Procedure for Shareholders Meetings ..........................................	44-46
	11. Comparison of Articles Before and After Amendment of Operational Management of Endorsements and Guarantees .......	47-49
IV.	Appendixes
	1. Articles of Incorporation (Before Amendment) .........................	50-83
	2. Rules of Procedure for Shareholders Meetings (Before Amendment) ...............................................................................	84-90
	3. Explanations of Proposals to General Meeting of Shareholders ..	91
	4. No. of Shares Held by Board of Directors ...................................	92

TST Group Holding Ltd. Meeting Procedures of 2020 Annual Meeting of Shareholders

1. Call to Order to the Meeting

2. Chairperson Remarks

3. Report Items

4. Ratification Items

5. Discussion Items

6. Extempore motions

7. Adjournment

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TST Group Holding Ltd. Meeting Agenda of 2020 Annual Meeting of Shareholders

Time: 9 AM, June 16 (Tuesday), 2020

• Venue: Conference Room A, 6F, No. 99, Fuxing North Road, Songshan District, Taipei City (Primasia Conference & Business Center)

• Call to Order to the Meeting

• Chairperson Remarks

• Report Items

• (1) Report of 2019 Operating Results

• (2) Audit Committee’s Audit Report on 2019 Financial Statements

• (3) Report on status of 2019 distribution of remunerations to employees and directors

• (4) Amendment of some articles in the Procedures for Ethical Operations and Guidelines for Code of Conduct

• (5) Amendment of some articles in the Practical Principles of Corporate Social Responsibility

• (6) Amendment of some articles in the Principles of Business Ethics

• (7) Breach of limit for subsidiary borrowing and measures for improvement up to date

• (8) Implementation of the stock repurchase program and the transfer of treasury stocks to employees

• Ratification Items

• (1) The 2019 consolidated financial statements and report of operating results are submitted for ratification.

• (2) Distribution of 2019 earnings

• Discussion Items

• (1) Amendment of some articles in the Company’s Articles of Incorporation

• (2) Amendment of some articles of the Rules of Procedure for Shareholders Meetings

• (3) The Company is amending some articles in its Operational Management of Endorsements and Guarantees.

• Extempore motions

• Adjournment

2

Report Items

Report Item No. 1 Subject: Report of 2019 Operating Results Explanation: Please refer to Annex 1 for 2019 Business Report.

Report Item No. 2

Subject: Audit Committee’s Audit Report on 2019 Financial Statements Explanation: Please refer to Annex 2 for Audit Committee’s Audit Report on 2019 Financial Statements.

Report Item No. 3

Subject: Report on status of 2019 distribution of remunerations to employees and directors Explanation:

1. Per Article 34 of the Company’s Articles of Incorporation, a total of US$124,042 (or NT$3,834,355) shall be distributed to employees as remunerations. No distribution of remunerations will be made to directors.

2. All the remunerations to employees shall be paid in cash.

Report Item No. 4

• Subject: Amendment of some articles in the Procedures for Ethical Operations and Guidelines for Code of Conduct

• Explanation: In response to the regulatory requirements from competent authorities, the Company is amending some articles in its Procedures for Ethical Operations and Guidelines for Code of Conduct. Please refer to Annex 3 for the comparison of articles before and after amendment.

Report Item No. 5

• Subject: Amendment of some articles in the Practical Principles of Corporate Social Responsibility

• Explanation: In response to the regulatory requirements from competent authorities, the Company is amending some articles in its Practical Principles of Corporate Social Responsibility. Please refer to Annex 4 for the comparison of articles before and after amendment.

Report Item No. 6

• Subject: Amendment of some articles in the Principles of Business Ethics

• Explanation: In response to the regulatory requirements from competent authorities, the Company is amending some articles in its Practical of Business Ethics. Please refer to Annex 5 for the comparison of articles before and after amendment.

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Report Item 7

• Subject: Breach of limit for subsidiary borrowing and measures for improvement up to date Explanation: The Company has taken measures to rectify the subsidiary TST International Group Limited’s breach of borrowing limits by canceling the unnecessary credit facilities as follows:

• (1) US$2,000,000 for Taiju Textile (Shanghai) Co., Ltd.

• (2) US$15,380,000 for Bumper World Group Holdings Limited

The improvement measure was approved by the Board of Directors on March 25, 2019, in response to the breaching of limits. The improvement measures have been completed.

Report Item No. 8

Subject: Implementation of the stock repurchase program and the transfer of treasury stocks to employees

Explanation:

1. The Board of Directors on March 25, 2020 approved the first stock repurchase program and the transfer of treasury stocks to employees. Please refer to Annex 6 for this stock repurchase program and the transfer of treasury stocks to employees pursuant to Article 10 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies.

2. The Company bought back stocks according to the time period and the price range determined by the Board of Directors. The implementation to date is as follows:

Stock Repurchase Program	First Round
Repurchase purposes	Transfer to employees
Repurchase period	March 26, 2020 to May 25, 2020
Price range(NT$)	80〜210
Planned No. of shares to be repurchased	300,000 shares
No. of shares repurchased	(Note)
Amount spent on repurchased stocks (NT$)	(Note)
Repurchased stocks as a percentage of the total No. of issued shares	(Note)

Note: The repurchase program is still ongoing as of the print date of this Handbook. The implementation to repurchase shall be presented at the General Meeting of Shareholders.

4

Ratification Items

Proposal No. 1 Proposed by the Board Subject: The 2019 consolidated financial statements and report of operating results are submitted for ratification.

Explanation:

1. The 2019 consolidated financial statements and business report were compiled by the Company. The consolidated financial have been audited by CPAs Juanlu,Man-Yu and Lin,Ya-Hui of PwC Taiwan. Such financial statements and business report have been submitted to and then have been audited by the Audit Committee for the issue of the audit report, for the ratification by the General Meeting of Shareholders.

2. The abovementioned reports are attached as Annex 1 and Annex 7, respectively.

Resolution:

Proposal No. 2

Proposed by the Board

Subject: Distribution of 2019 earnings Explanation:

1. The Company’s reported a post-tax earnings of NT$388,127,560 for the year 2019. After the allocation of NT$79,435,312 to the statutory surplus reserve and adding to the unappropriated retained earnings at the beginning of the term of NT$103,566,869, the distributable earnings in accumulation at NT$412,259,117. The Company intends to distribute a cash dividend of NT$8 per share, for a total of NT$252,000,000. The 2019 Earnings Distribution Table is attached as Annex 8.

2. After the rectification by the General Meeting of Shareholders, the Board of Directors shall be authorized to determine the ex-dividend date, distribution date and other relevant matters.

3. The cash dividends shall be calculated on a pro rata basis according to the number of stocks held by shareholders on the shareholder registrar as of the ex-dividend date and rounded down to the unit of one NT dollar. The aggregate of all the fractional amounts shall be recognized as the Company’s other income.

4. If the change in share capital as a result of dividend distributions affects the number of shares outstanding and hence the payout ratio, the Board of Directors shall have the full discretion in its responses and make announcements accordingly.

Resolution:

5

Discussion Items

Proposal No. 1

Proposed by the Board

Subject: Amendment of some articles in the Company’s Articles of Incorporation Explanation:

1. In response to the government’s amendment of the Checklist of Shareholders Rights Protection for Shares Issued by Foreign Issuers, the Company intends to amend some articles of its Articles of Incorporation. Please refer to Annex 9 for the comparison of articles before and after amendments.

2. Please discuss this proposal accordingly.

Resolution:

Proposal No. 2

Proposed by the Board

Subject: Amendment of some articles of the Rules of Procedure for Shareholders Meetings Explanation:

1. In response to the regulations from competent authorities, the Company is amending some articles in its Rules of Procedure for Shareholders Meetings. Please refer to Annex 10 for the comparison of articles before and after amendment.

2. Please discuss this proposal accordingly.

Resolution:

Proposal No. 3

Proposed by the Board

• Subject: The Company is amending some articles in its Operational Management of Endorsements and Guarantees.

Explanation:

1. To meet the business requirements and specify the wording for endorsements and guarantees for funding limits, the Company is amending its Operational Management of Endorsements and Guarantees. Please refer to Annex 11 for the comparison of articles before and after amendment.

2. Please discuss this proposal accordingly.

Resolution:

Extempore Motions

Adjournment

6

Annex 1

2019 Business Report

TST Group Holding Ltd. achieved an important milestone with a successful IPO in Taiwan at the end of 2019. We will continue to utilize our brand strength, pursue full vertical integration, develop market shares in South East Asia and shorten the delivery lead time. We endeavor to fulfill our corporate social responsibility with innovation and technological advancement in dyeing and finishing and development in manufacturing processes that are environmental-friendly and low in pollutions.

• (1) Overview of 2019 Business Plan Implementations and Explanation of Operating Results and Achievements

• Implementation of 2019 Business Plan

  • (1) Capacity expansion in Cambodia: We reorganized our facilities by phasing out old machinery and added monthly capacity with new equipment and factory floor optimization in the second half of 2019.

  • (2) Branding: As the supplier to the world’s three largest sports brands, i.e. Adidas, Puma and NIKE, we accomplished our international branding strategy. We seek to expand our clientele in sports, on the growth of existing customers.

  • (3) Innovation in core technology: We strive to conserve energy and resources in the production process by optimizing our management system and improve energy efficiency. We also continue to invest in environmental-friendly manufacturing processes and keep a close eye on sustainability issues.

• Achievements of Implementation of 2019 Business Plan and Execution of Budget The Company posted net sales of NT$7,358 million in 2019, up by 27.54% or NT$1,589 million from 2018. The operating profit was NT$551 million in 2019, up by 64.80% or NT$217 million from 2018. The net income reached NT$388 million in 2019, up by 47.42% or NT$125 million from 2018. The earnings per share was NT$13.92 in 2019.

Comparison with guidance:

According to the Regulations Governing the Publication of Financial Forecasts of Public Companies, the Company did not provide financial forecast for 2019. Hence, there is no comparison with guidance.

3. Income Statement and Profitability Analysis

		Unit: NT$1,000	Unit: NT$1,000
Item	Year	2019	2018
Income Statement (Summary)	Revenues	7,358,438	5,769,670
	Grossprofits	1,276,221	883,908
	Operating profits	551,958	334,936
	Currentprofit/loss after-tax	388,128	263,274
Profitability	Return on assets(%)	11.99	11.25
	Return on equity (%)	23.68	30.23
	Operating profits as apercentage ofpaid-in capital(%)	175.22	145.62
	Net profits before-tax as a percentage of paid-in capital(%)	165.22	149.74
	Net margin(%)	5.27	4.56
	Basic EPS(NT$)	13.92	11.45

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(2) 2020 Business Plan

1. Acceleration of capacity expansion in South East Asia International brands are increasingly concentrating their procurement by reducing the number of suppliers. Therefore, it is essential for the Company to expand footprint in South East Asia by providing one-stop shopping to sports brands.

2. Cultivation of customer relations and development of new clientele The Company became one of NIKE’s suppliers in 2020. We will continue the development of new clientele and the enhancement of customers’ satisfaction by providing fast responses, large varieties in low volumes, flexible manufacturing, high-quality and high value-added services. We hope to deepen our relations with international brands clientele and become their best business partners.

(3) R&D Initiatives for 2020

We focus on the combination of technology and environmental protection by developing advanced fabrics and integrating with the supply chain of international sports brands. The cooperation with relevant textile products and other suppliers in the upper and downstream is our brand advantage. We hope to provide total solutions to customers by leveraging our global platform and resources, and we wish to diversify operations by developing key technologies for cross-disciplinary applications.

Looking forward, the global economy remains volatile under the impact of COVID-19. We continue to pursue our long-term goals in working with other companies, in vertical or horizonal integration or strategic alliances. Our team braces for each challenge and seizes all opportunities, in order to maximum our firm value.

Finally, allow me to wish all our shareholders all the best. Thanks for your support.

TST Group Holding Ltd.

Chairman:XINGMAO GROUP HOLDINGS LIMITED LIN, CHIN-MAO

General Manager:LIN,CHING-WEI

Accounting Manager:Tang Tat Shing

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Annex 2

Audit Committee’s Review Report

The Board of Directors prepares and submits the 2019 Business Report and Consolidated Financial Statements.The CPA firm of PricewaterhouseCoopers Taiwan was retained to audit the Company’s Financial Statements and has issued an audit report relating to the Consolidated Financial Statements.

The aforementioned Business Report and Consolidated Financial Statements proposal have been reviewed by the Audit Committee and are considered to be

conformed to requirements. Consequently, it is reported for review according to

Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Respectfully submitted

To the 2020 Annual General Shareholders’ Meeting of TST Group Holding Ltd.

TST Group Holding Ltd.

Audit Committee Convener: LIEN,KING-BIAU March 25, 2020

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Annex 3

TST Group Holding Ltd.

Comparison Table for Amendments to” Procedures for Ethical Management and Guidelines for Conduct”

Cover		After Revision		Before Revision	Reason for Amendment
Article 5		(Responsible unitand responsibility) This Corporation shall designate the chairman office as the solely responsible unit (hereinafter, "responsible unit") under the board of directors And allocate sufficient resources and qualified personnel,and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters(at least once a year)and also submit regular reports to the board of directors: 1. Assisting in incorporating ethics and moral values into this Corporation's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. 2. Regularly analyze and evaluate the risk of dishonesty in the business scope, andadopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to this Corporation's operations and business. 3. Planning the internal organization, structure, and allocation of responsibilities and setting up check- and-balance mechanisms for mutual supervision of the business activities within the business scope which are possiblyat a higher risk for unethical		(Responsible unit) This Corporation shall designate the chairman office as the solely responsible unit (hereinafter, "responsible unit") under the board of directors and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports to the board of directors: 1. Assisting in incorporating ethics and moral values into this Corporation's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. 2. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to this Corporation's operations and business. 3. Planning the internal organization, structure, and allocation of responsibilities and setting up check- and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.	Revised in accordance with the law.

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Cover		After Revision	Before Revision	Reason for Amendment
		conduct. 4. Promoting and coordinating awareness and educational activities with respect to ethics policy. 5. Developing a whistle-blowing system and ensuring its operating effectiveness. 6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures. 7. Produce and properly maintain the documented information of the integrity management policy and its compliance statement, implementation commitment and implementation status, etc.	4. Promoting and coordinating awareness and educational activities with respect to ethics policy. 5. Developing a whistle-blowing system and ensuring its operating effectiveness. 6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
Article 11		(Recusal) When a Company director , supervisor, officer or other stakeholder attending or present at a board meeting, or the juristic person represented thereby, has a stake in a proposal at the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of this Corporation would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner. Director's spouse, second parent and other blood relatives, or have control affiliation with the director related	(Recusal) When a Company director , supervisor, officer or other stakeholder attending or present at a board meeting, or the juristic person represented thereby, has a stake in a proposal at the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of this Corporation would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner. If in the course of conducting company business, any personnel of this Corporation discovers that a	Revised in accordance with the law.

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Cover		After Revision		Before Revision	Reason for Amendment
		companies.If the matter is of interest, it is regarded as the director the matter has its own stake in the matter system. If in the course of conducting company business, any personnel of this Corporation discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions. No personnel of this Corporation may use company resources on commercial activities other than those of this Corporation, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of this Corporation.		potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions. No personnel of this Corporation may use company resources on commercial activities other than those of this Corporation, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of this Corporation.
Article 15		Prohibition of insider trading and confidentiality agreements All Company personnel shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider trading. Any organization or person outside of this Corporation that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other businesspartnership plan,or the		(Non-disclosure agreement) All Company personnel shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider trading. Any organization or person outside of this Corporation that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other businesspartnership plan,or the	Revised in accordance with the law.

12

Cover	After Revision	Before Revision	Reason for Amendment
	signing of a major contract by this Corporation shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of this Corporation acquired as a result, and that they may not use such information without the prior consent of this Corporation.	signing of a major contract by this Corporation shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of this Corporation acquired as a result, and that they may not use such information without the prior consent of this Corporation.
Article 16	(Follow and Announcement of policy of ethical management) The company shall require the directors and senior management to issue a statement of compliance with the ethical management policy, and require the employees to comply with the rthical management policy in terms of employment conditions. This Corporation shall disclose its policy of ethical management in its internal rules, annual reports, on the company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.	(Announcement of policy of ethical management to outside parties) This Corporation shall disclose its policy of ethical management in its internal rules, annual reports, on the company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.	Revised in accordance with the law.
Article 21	(Handling of unethical conduct by personnel of this Corporation) As an incentive to insiders and outsiders for informing of unethical or unseemly conduct,rewarded according to the severity of the circumstances of his reportdepending the seriousness of the circumstance concerned. Insiders having made a false report or malicious accusation shall be subject to disciplinary action and be removed from office if the circumstance concerned is material.	(Handling of unethical conduct by personnel of this Corporation) As an incentive to insiders and outsiders for informing of unethical or unseemly conduct,rewarded according to the severity of the circumstances of his reportdepending the seriousness of the circumstance concerned. Insiders having made a false report or malicious accusation shall be subject to disciplinary action and be removed from office if the circumstance concerned is material.	Revised in accordance with the law.

13

Reason for Cover After Revision Before Revision Amendment This Corporation shall internally This Corporation shall internally establish and publicly announce on its establish and publicly announce on its website and the intranet, or provide website and the intranet, or provide through an independent external through an independent external institution, an independent mailbox or institution, an independent mailbox or hotline, for Company insiders and hotline, for Company insiders and outsiders to submit reports. A outsiders to submit reports. A whistleblower shall at least furnish the whistleblower shall at least furnish the following information: following information: 1. The whistleblower’s name and I.D. 1. The whistleblower’s name and I.D. number, also have to report number, and an address, telephone anonymously,and an address, number and e-mail address where it telephone number and e-mail address can be reached. where it can be reached. 2. The informed party's name or other 2. The informed party's name or other information sufficient to distinguish its information sufficient to distinguish its identifying features. identifying features. 3. Specific facts available for 3. Specific facts available for investigation. investigation. Company personnel handling whistleCompany personnel handling whistleblowing matters shall represent in blowing matters shall represent in writing they will keep the writing they will keep the whistleblowers’ identity and contents whistleblowers’ identity and contents of information confidential. This of information confidential. This Corporation also undertakes to protect Corporation also undertakes to protect the whistleblowers from improper the whistleblowers from improper treatment due to their whistle-blowing. treatment due to their whistle-blowing. The responsible unit of this The responsible unit of this Corporation shall handle the report of Corporation shall observe the the matter according to the following following procedure: procedures: 1. An information shall be reported to 1. An information shall be reported to the department head if involving the the department head if involving the rank and file and to an independent rank and file and to an independent director or supervisor if involving a director or supervisor if involving a director or a senior executive. director or a senior executive. 2. The responsible unit of this 2. The responsible unit of this Corporation and the department head Corporation and the department head or personnel being reported to in the or personnel being reported to in the preceding subparagraph shall preceding subparagraph shall immediately verify the facts and, immediately verify the facts and, where necessary, with the assistance of where necessary, with the assistance of the legal compliance or other related the legal compliance or other related department. department. 3. If a person being informed of is 3. If a person being informed of is confirmed to have indeed violated the confirmed to have indeed violated the

14

Cover		After Revision		Before Revision	Reason for Amendment
		applicable laws and regulations or this Corporation's policy and regulations of ethical management, this Corporation shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary,report to the competent authority and transfer it to the judicial organ for investigation, or legal proceedings and seek damages to safeguard its reputation and its rights and interests. 4. Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation. 5. With respect to a confirmed information, this Corporation shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence. 6. The responsible unit of this Corporation shall submit to the board of directors a report on the whistleblowing case, actions taken, and subsequent reviews and corrective measures.(Handling of unethical conduct by personnel of this Corporation)		applicable laws and regulations or this Corporation's policy and regulations of ethical management, this Corporation shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, this Corporation will institute legal proceedings and seek damages to safeguard its reputation and its rights and interests. 4. Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation. 5. With respect to a confirmed information, this Corporation shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence. 6. The responsible unit of this Corporation shall submit to the board of directors a report on the whistleblowing case, actions taken, and subsequent reviews and corrective measures.(Handling of unethical conduct by personnel of this Corporation)
Article 23	(Internal advocacy, establishment of reward and punishment, appeal system and disciplinary action) The responsible unit of this Corporation shall organize regularly awareness sessions each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics			(Establishment of a system for rewards, penalties, and complaints, and related disciplinary measures) The responsible unit of this Corporation shall organize regularly awareness sessions each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics	Revised in accordance with the law.

15

Cover	After Revision	Before Revision	Reason for Amendment
	to its directors, employees, and mandataries. This Corporation shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints. If any personnel of this Corporation seriously violates ethical conduct, this Corporation shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of this Corporation. This Corporation shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response.	to its directors, employees, and mandataries. This Corporation shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints. If any personnel of this Corporation seriously violates ethical conduct, this Corporation shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of this Corporation. This Corporation shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response.

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Annex 4

TST Group Holding Ltd. Comparison Table for Amendments to” The Corporate Social Responsibility Best Practice Principles”

Cover		After Revision	Before Revision	Reason for Amendment
Article 3		In fulfilling corporate social responsibility initiatives, the company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance. The company shall conduct risk assessments on environmental, social and corporate governance issues related to operations in accordance with the principle of materiality, and formulate relevant risk management policies or strategies.	In fulfilling corporate social responsibility initiatives, the company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance.	Revised in accordance with the law.
Article17		The company should evaluate the potential risks and opportunities of climate change to the company now and in the future, and take measures to cope with climate-related issues. The company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following: 1. Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company. 2. Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. The company should make	The company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following: 1. Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company. 2. Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. The company is advised to monitor the impact of climate	Revised in accordance with the law.

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Cover		After Revision		Before Revision	Reason for Amendment
		statistics on greenhouse gas emissions, water consumption and total weight of waste, and formulate policies for energy saving and carbon reduction, greenhouse gas reduction, water use reduction or other waste management. Such strategies should include obtaining carbon credits to promote and minimize the impact of their business operations on climate change.		change on their operationsand should establish company strategies for energy conservation and carbon and greenhouse gas reductionbased upon their operations and the result ofa greenhouse gas inventory. Such strategies should include obtaining carbon credits to promote and minimize the impact of their business operations on climate change.
Article21		The company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. The company shallformulate and implement reasonable employee welfare measures (including salary, vacation and other benefits, etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.		The company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. The company shall appropriately reflect thecorporatebusiness performance or achievements in the employee remuneration policy,to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.	Revised in accordance with the law.
Article24		The company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries. The company shall follow relevant laws, regulations and international guidelines when customer health and safety, customer privacy,marketing or labeling their products and services and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.		The company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries. The company shall follow relevant laws, regulations and international guidelines when marketing or labeling their products and services and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.	Revised in accordance with the law.

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Cover		After Revision	Before Revision	Reason for Amendment
Article26		The company is advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative. The company should formulate a supplier management policy that requires suppliers to conduct environmental protection, occupational safety and health or labor supervision and other related regulations. Prior to engaging in commercial dealings, the company is advised to assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy. When the company enter into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.	The company is advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative. Prior to engaging in commercial dealings, the company is advised to assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy. When the company enter into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.	Revised in accordance with the law.

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Annex 5

TST Group Holding Ltd. Comparison Table for Amendments to” The Ethical Corporate Management Best Practice Principles”

Cover		After Revision		Before Revision	Reason for Amendment
Article 5		The company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and obtain approval from the board of directors,and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.		The company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.	Revised in accordance with the law.
Article 7		The company shallestablish a risk assessment mechanism against unethical conduct,analyze andassess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct,and establish prevention programs accordingly and review their adequacy and effectiveness on a regular basis. It is advisable for the company to refer to prevailing domestic and foreign standards or guidelinesin establishing the prevention programs, which shall at least include preventive measures against the following: 1. Offering and acceptance of bribes. 2. Illegal political donations. 3. Improper charitable donations or sponsorship. 4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits. 5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights. 6. Engaging in unfair competitive practices. 7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement,		When establishing the prevention programs,the company shall analyze which business activities within their business scope which are possibly at a higher risk of being involved in an unethical conduct,and strengthen the preventive measures. The prevention programs adopted by the company shall at least include preventive measures against the following: 1. Offering and acceptance of bribes. 2. Illegal political donations. 3. Improper charitable donations or sponsorship. 4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits. 5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights. 6. Engaging in unfair competitive practices. 7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement,	Revised in accordance with the law.

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Cover		After Revision	Before Revision	Reason for Amendment
		manufacture, provision, or sale of products and services.	manufacture, provision, or sale of products and services.
Article 8		The company shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy. The company and their respective business group shall clearly specify in their rules and external documents and on the company websitethe ethical corporate management policies and the commitment by the board of directors andsenior management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. The company shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned in the first and second paragraphs and retain said information properly.	The company and their respective business group shall clearly specify in their rules and external documents the ethical corporate management policies and the commitment by the board of directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.	Revised in accordance with the law.
Article 17		The directors, supervisors, managers, employees, mandataries, and substantial controllers of the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the company shall establish a dedicated unit that is under the board of directors and avail itself of adequate resources and staff itself with competent personnel, responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis(at least once ayear):	The directors, supervisors, managers, employees, mandataries, and substantial controllers of the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the company shall establish a dedicated unit that is under the board of directors and responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis:	Revised in accordance with the law.

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Cover		After Revision	Before Revision	Reason for Amendment
		1. Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. 2. Analyzing and assessing on a regular basis the risk of involvement in unethical conduct within the business scope, adopting accordingly programs to prevent unethical conduct, and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business. 3. Planning the internal organization, structure, and allocation of responsibilities and setting up check- and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. 4. Promoting and coordinating awareness and educational activities with respect to ethics policy. 5. Developing a whistle-blowing system and ensuring its operating effectiveness. 6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.	1. Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. 2. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business. 3. Planning the internal organization, structure, and allocation of responsibilities and setting up check- and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. 4. Promoting and coordinating awareness and educational activities with respect to ethics policy. 5. Developing a whistle-blowing system and ensuring its operating effectiveness. 6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
Article 20		The company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the- table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of a the companyshall,based on the results of	The company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the- table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of a the companyshall periodically examine the	Revised in accordance with the law.

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Cover		After Revision		Before Revision	Reason for Amendment
		assessment of the risk of involvement in unethical conduct, devise relevant audit plans? including auditees, audit scope, audit items, audit frequency, etc., and examine accordingly the compliance with the prevention programs. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary. The results of examination in the preceding paragraph shall be reported to senior management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the board of directors.		company's compliance with the foregoing systems and prepare audit reports and submit the same to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.
Article 23		The company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow internal and external personnel of the company to submit reports. 2. The whistleblower shall provide the name, ID and address, telephone number, e-mail address that can be contacted to the whistleblower, and shall provide the name of the whistleblower or other sufficient information to identify the whistleblower's identity and specific evidence of the investigation. 3. Dedicated personnel or unit appointed to handle the whistle- blowing system. Any tip involving a director or senior management shall be reported to the independent directors or supervisors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. 4. Follow-up measures to be adopted depending on the severity of the circumstances after investigations of cases reported are completed. Where		The company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow internal and external personnel of the company to submit reports. 2. The whistleblower shall provide the name, ID and address, telephone number, e-mail address that can be contacted to the whistleblower, and shall provide the name of the whistleblower or other sufficient information to identify the whistleblower's identity and specific evidence of the investigation. 3. Dedicated personnel or unit appointed to handle the whistle- blowing system. Any tip involving a director or senior management shall be reported to the independent directors or supervisors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted.	Revised in accordance with the law.

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Cover		After Revision	Before Revision	Reason for Amendment
		necessary, a case shall be reported to the competent authority or referred to the judicial authority. 5. Documentation of case acceptance, investigation processes, investigation results, and relevant documents shall be recorded and kept for 5 years. 6. Confidentiality of the identity of whistle-blowers and the content of reported cases, and an undertaking regarding anonymous reporting. Measures for protecting whistle- blowers from inappropriate disciplinary actions due to their whistle-blowing. 7. Whistle-blowingincentive measures.	4.Documentation of case acceptance, investigation processes, investigation results, and relevant documents shall be recorded and kept for 5 years. 5.Confidentiality of the identity of whistle-blowers and the content of reported cases. Measures for protecting whistle- blowers from inappropriate disciplinary actions due to their whistle-blowing. 6. Whistle-blowingincentive measures.

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Annex 6

TST Group Holding Ltd. Procedures for Transfer of Treasury Shares to Employees Enacted on March 25, 2020

• Article 1 To incentify employees and enhance employees’ engagement, the Company sets out the Procedures for Transfer of Treasury Shares to Employees (hereinafter referred to as the “Procedures”) according to Subparagraph 1 of Paragraph 1 of Article 28-2 of the Securities and Exchange Act and the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies issued by the Financial Supervisory Commission. The Company’s transfer of treasury shares to employees shall follow the Procedures in addition to relevant laws and regulations.

• Article 2 The shares to be transferred to employees are ordinary shares. Unless otherwise specified by relevant laws and regulations and the Procedures, all the rights and obligations of the transferred shares shall be identical with those attached to ordinary shares outstanding.

• Article 3 Transfer Period

The shares to be repurchased, according to the Procedures, shall be transferred to employees in a single tranche or in multiple tranches within three (3) years after the buyback.

• Article 4 Qualifications of Transferees

Any full-time employee who has joined the Company or any of its domestic or overseas subsidiaries before the subscription base date or makes special contributions to the Company and obtains approval from Chairman shall be qualified for subscriptions pursuant to Article 5 of the Procedures regarding the number of subscribed shares. (The term “subsidiary” refers to any company that is directly or indirectly owned by the Company for 50% voting stake or higher.)

Article 5 No. of Shares Open to Employees’ Subscriptions

The number of shares open to employees’ subscriptions is set by Chairman according to job titles, tenures, and special contributions to the Company, as well as the number of treasury shares and the ceiling of shares open to subscription by a single employee as of the subscription base date.

If an employee has not paid up for his/her subscribed shares before the deadline, it is deemed that he/she has given up the subscription. Chairman is authorized to allocate the shares not paid up for subscription to other employees.

Article 6 Procedures of Share Transfers

The operational procedures concerning the transfer of treasury shares to employees in the Procedures are as follows:

1. The buyback program is carried out according to the decision, announcement and filing by the Board of Directors before the deadline.

2. Chairman determines and announces the base date for employees’ share subscriptions, the number of shares open to employees’ subscriptions, the deadline for subscription payments, the details of subscription rights and restrictions, according to the Procedures.

3. The number of shares to be transferred shall be based on the subscription payments.

4. Article 7 Determined Transfer Price per Share

The transfer price per share to employees shall be based on the average price of the repurchased shares paid by the Company. The transfer price may be adjusted prior to transfer of treasury shares according to the change in the number of ordinary shares issued by the Company.

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Adjustments of the transfer price:

Post-adjusted transfer price = (Average price of shares repurchased by the Company x No. of ordinary shares issued at the time of the repurchase as reported) / No. of ordinary shares issued prior to transfer of treasury shares to employees

• Article 8 Rights and Obligations Attached to Transferred Shares

• Unless otherwise specified, the rights and obligations of the treasury shares to be subscribed by employees, after ownership transfers, shall be identical with other issued ordinary shares.

• Article 9 The Company may agree with the employees as needed regarding other issues concerning rights and obligations, provided that such agreement does not violate the Securities and Exchange Act, the Company Act or any other relevant laws and regulations.

• Article 10 The Procedures take effect upon the approval from the Board of Directors. This also applies to any subsequent amendment with the resolution of the Board of Directors.

• Article 11 The Procedures shall be reported to the shareholder meeting. This also applies to any subsequent amendment.

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Annex 7

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR19000463

To the Board of Directors and Stockholders of TST Group Holding Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of TST Group Holding Ltd. and subsidiaries (the “Group”) as at December 31, 2019 and 2018, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits of the consolidated financial statements as of and for the year ended December 31, 2019 in accordance with “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants”, “Financial Supervisory Commission Order No. Financial-Supervisory-Securities-Auditing-1090360805 of February 25, 2020” and generally accepted auditing standards in the Republic of China (ROC GAAS); and in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS) for our audits of the consolidated financial statements as of and for the year ended December 31, 2018. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

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

Key audit matters for the Group’s consolidated financial statements of the current period are stated as follows:

Timing of revenue recognition

Description

Refer to Note 4(26) for a description of accounting policy on revenue recognition and Note 6(16) for details of revenue. The Group’s major products are raw materials such as greige and coloured fabrics for the midstream and upstream of textile industry. The Group recognises revenue when the control of promised goods is transferred to the buyers. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and

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either the customer has accepted the goods in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied. As the timing of revenue recognition involves management’s judgement and the transaction amounts before and after the balance sheet date are significant to the financial statements, the timing of sales revenue recognition was identified as a key audit matter.

How our audit addressed the matter

We performed the following procedures in relation to the above key audit matter:

1. Obtained an understanding and evaluated the operating procedures and internal controls over sales revenue, and tested those controls.

2. Performed confirmation of accounts receivable and sales revenve in order to confirm that the amounts from counterparties are consistent with the records. If there are differences, tested the reconciling items made by the Company in order to confirm whether the significant differences have been adjusted.

3. Inspected sales revenue and verified supporting documents to ensure the timing of sales revenue recognition is appropriate.

4. Performed cut-off test of sales transactions around the fiscal year-end date and verified corroboration of sales revenue recognition to confirm whether revenue is recognised in the proper period.

Allowance for inventory valuation losses

Description

Refer to Note 4(11) for a description of the accounting policy on inventory valuation, Note 5(2) for accounting estimates and assumption uncertainty in relation to inventory valuation, and Note 6(5) for information on the allowance for inventory valuation losses. As of December 31, 2019, the balances of inventories and allowance for inventory valuation losses were NT$875,538 thousand and NT$ 21,508 thousand, respectively.

The Group is primarily engaged in the manufacturing and sales of cotton in the textile industry. As the raw material prices of textile products fluctuate continuously and the market is highly competitive, there is a higher risk of incurring inventory valuation losses or having obsolete inventory. The Group’s inventory is stated at the lower of cost and net realisable value. For inventory that is over a certain age, the loss is recognised based on the realisable value.

The industry’s raw material prices fluctuate continuously, and the net realisable value involves subjective judgement which results in a high degree of uncertainty when assessing obsolete or slowmoving inventories. As the inventory and allowance for inventory valuation losses are material to the financial statements, the assessment of allowance for inventory valuation losses was identified as a key audit matter.

How our audit addressed the matter

We performed the following procedures in relation to the above key audit matters:

1. Assessed whether the policies on allowance for inventory valuation losses were consistently applied in all the periods and met the applicable accounting principles based on our understanding of the Group’s operations and the characteristics of its industry.

2. Reviewed the details of the individually obsolete inventories and verified the related supporting documents.

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1. Tested the basis of market value used in calculating the net realisable value of respective inventories and validated the accuracy of net realisable calculation of selected samples.

Responsibilities of management and those charged with governance for the 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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.

Auditor’s responsibilities for the audit of the 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 auditor’s 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 ROC GAAS 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 ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. 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.

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

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

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 auditor’s 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 auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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1. 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.

2. Obtain sufficient 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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.

Juanlu, Man-Yu[Lin, Ya-Hui ]

For and on behalf of PricewaterhouseCoopers, Taiwan March 25, 2020

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

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

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TST GROUP HOLDING LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

				December 31, 2019			December 31, 2018
	Assets	Notes		AMOUNT	%		AMOUNT	%
	Current assets
1100	Cash and cash equivalents	6(1)	$	1,122,004	28	$	276,724	10
1150	Notes receivable, net	6(3)		16,767	-		20,758	1
1170	Accounts receivable, net	6(3)		874,240	22		788,027	28
1200	Other receivables	6(4)		54,702	1		126,489	5
130X	Inventory	6(5)		854,030	21		842,720	30
1470	Other current assets	6(1) and 8		63,367	2		57,229	2
11XX	Total current assets			2,985,110	74		2,111,947	76
	Non-current assets
1600	Property, plant and equipment	6(6)		908,610	23		628,138	23
1755	Right-of-use assets	6(7)		99,770	2		-	-
1780	Intangible assets			247	-		329	-
1900	Other non-current assets	8		36,269	1		29,224	1
15XX	Total non-current assets			1,044,896	26		657,691	24
1XXX	Total assets		$	4,030,006	100	$	2,769,638	100

(Continued)

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TST GROUP HOLDING LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity

December 31, 2019 December 31, 2018 Notes AMOUNT % AMOUNT % 6(8) $ 152,724 4 $ 492,041 18 130,203 3 108,156 4 916,457 23 788,719 28 6(9) 236,852 6 123,177 4 7 680 - 187,726 7 56,318 1 33,501 1 18,736 1 - - 6(10) 15,255 - 22,796 1 6(16) 14,198 - 333 - 1,541,423 38 1,756,449 63 6(10) 8,092 - 34,073 1 6(22) 58,054 2 41,177 2 80,701 2 - - 462 - 473 - 147,309 4 75,723 3 1,688,732 42 1,832,172 66 6(13) 315,000 8 230,000 8 6(14) 1,614,016 40 603,900 22 43,510 1 - - 6(15) 491,694 12 147,076 5 ( 122,946) ( 3) ( 43,510) ( 1) 2,341,274 58 937,466 34 9 11 $ 4,030,006 100 $ 2,769,638 100

Liabilities Current liabilities 2100 Short-term borrowings 2150 Notes payable 2170 Accounts payable 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Current lease liabilities 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Non-current lease liabilities 2600 Net defined benefit liability - non- current 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Share capital - common stock Capital surplus 3200 Capital surplus Retained earnings 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant event after the balance sheet date 3X2X Total liabilities and equity

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

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TST GROUP HOLDING LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2019 AND 2018

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

Items

Year ended December 31 2019 2018 Notes AMOUNT % AMOUNT % 6(16) $ 7,358,438 100 $ 5,769,670 100 6(5)(20)(21) ( 6,082,217)( 83)( 4,885,762) ( 85) 1,276,221 17 883,908 15 1,276,221 17 883,908 15 6(11)(20)(21) ( 179,155 ) ( 3) ( 125,778) ( 2) ( 531,900 ) ( 7) ( 403,255) ( 7) ( 18,159 ) - ( 10,670) - 12(2) 4,951 - ( 9,269) - ( 724,263)( 10)( 548,972) ( 9) 551,958 7 334,936 6 6(17) 13,278 - 10,366 - 6(18) ( 18,691 ) - 14,115 - 6(19) ( 26,109) - ( 15,004) - ( 31,522) - 9,477 - 520,436 7 344,413 6 6(22) ( 132,308)( 2)( 81,139) ( 2) 388,128 5 263,274 4 $ 388,128 5 $ 263,274 4 ($ 79,436)( 1)($ 11,365) - ( 79,436)( 1)( 11,365) - $ 308,692 4 $ 251,909 4 $ 388,128 5 $ 263,274 4 $ 308,692 4 $ 251,909 4 6(23) $ 13.92 $ 11.45 6(23) $ 13.91 $ 11.45

4000 Sales revenue 5000 Operating costs 5900 Net operating margin 5950 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax (expense) benefit 8000 Profit for the year from continuing operations 8200 Profit for the year Other comprehensive income Components of other comprehensive income that will be reclassified to profit or loss 8361 Other comprehensive loss, before tax, exchange differences on translation 8360 Other comprehensive loss that will be reclassified to profit or loss 8500 Total comprehensive income for the year Profit (loss) attributable to: 8610 Owners of the parent Comprehensive income attributable to: 8710 Owners of the parent Basic earnings per share 9750 Basic earnings per share Diluted earnings per share 9850 Diluted earnings per share

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

33

TST GROUP HOLDING LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

2018 Balance at January 1, 2018 Effect of changes in retrospective application and retroactive classification Balance at January 1 after adjustments Profit Other comprehensive loss Total comprehensive income (loss) Appropriation of earnings Cash dividends Restructuring organisation Deficit compensated by additional paid-in capital Balance at December 31, 2018 2019 Balance at January 1, 2019 Profit Other comprehensive loss Total comprehensive income (loss) Appropriation of earnings Special reserve Issuance of common stock for cash Share-based payment Balance at December 31, 2019	Notes 6(15) 6(13) 6(15) 6(15) 6(13) 6(12)			Equity attributable to owners of the parent	Equity attributable to owners of the parent	Equity attributable to owners of the parent	Equity attributable to owners of the parent	Financial statements translation differences of foreign operations ($ 32,145 ) - ( 32,145 ) - ( 11,365 ) ( 11,365 ) - - - ($ 43,510 ) ($ 43,510 ) - ( 79,436 ) ( 79,436 ) - - - ($ 122,946 )	Total equity
			Share capital - common stock $ 230,000 - 230,000 - - - - - - $ 230,000 $ 230,000 - - - - 85,000 - $ 315,000	Capital surplus, additional paid- in capital $ - - - - - - - 889,669 ( 285,769 ) $ 603,900 $ 603,900 - - - - 1,008,643 1,473 $1,614,016		Retained	Earnings Unappropriated retained earnings $ 606,397 ( 1,057 ) 605,340 263,274 - 263,274 ( 117,638 ) ( 889,669 ) 285,769 $ 147,076 $ 147,076 388,128 - 388,128 ( 43,510 ) - - $ 491,694
						Special reserve $ - - - - - - - - - $ - $ - - - - 43,510 - - $ 43,510
									$ 804,252 ( 1,057 ) 803,195 263,274 ( 11,365 ) 251,909 ( 117,638 ) - - $ 937,466 $ 937,466 388,128 ( 79,436 ) 308,692 - 1,093,643 1,473 $2,341,274

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

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TST GROUP HOLDING LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Expected credit (gain) loss Loss on disposal of property, plant and equipment Impairment loss on property, plant and equipment Interest income Interest expense Share-based payments Changes in operating assets and liabilities Changes in operating assets Notes receivable, net Accounts receivable, net Other receivables Inventories Other current assets Changes in operating liabilities Notes payable Accounts payable Other payables to related parties Other payables Other current liabilities Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Increase in other current assets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Increase in other non-current assets Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term loans Proceeds from long-term debt Repayments of long-term debt Decrease in guarantee deposits received Payments of lease liabilities Cash dividends paid Proceeds from issuing shares Net cash flows from financing activities Effect of foreign exchange translations Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Years ended December 31, Notes 2019 2018 $ 520,436 $ 344,413 6(20) 103,992 71,606 6(20) 72 104 12(2) ( 4,951 ) 9,269 6(18) 20,171 11,155 6(18) 6,953 - 6(17) ( 2,870 ) ( 2,169 ) 6(19) 26,109 15,004 6(12) 1,473 - 3,991 ( 16,778 ) ( 81,262 ) ( 170,033 ) 71,787 ( 62,927 ) ( 11,310 ) ( 217,828 ) 12,565 ( 3,812 ) 22,047 ( 7,944 ) 127,738 335,169 81 ( 14,647 ) 81,813 ( 5,703 ) 13,865 ( 1,009 ) 912,700 283,870 2,870 2,169 ( 26,109 ) ( 15,004 ) ( 88,173 ) ( 62,699 ) 801,288 208,336 ( 18,703 ) ( 1,203 ) 6(25) ( 396,314 ) ( 152,051 ) 11,888 1,374 ( 1,102 ) ( 3,784 ) ( 7,475 ) ( 1,327 ) ( 411,706 ) ( 156,991 ) ( 339,317 ) 260,990 - 68,932 ( 33,522 ) ( 42,344 ) ( 11 ) ( 14 ) ( 20,197 ) - ( 187,151 ) ( 194,620 ) 6(13) 1,093,643 - 513,445 92,944 ( 57,747 ) ( 41,960 ) 845,280 102,329 276,724 174,395 $ 1,122,004 $ 276,724

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

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Annex 8

TST Group Holding Ltd. Earnings Distribution Table 2019

2019
	Unit: NT$ Amount 103,566,869 388,127,560 (79,435,312) 412,259,117 252,000,000 160,259,117
Items	Amount
Opening undistributed earnings	103,566,869
Add:：Net profit this period	388,127,560
Less:：Provision for special reserve	(79,435,312)
Allocable earnings in current period	412,259,117
Items for distribution:：
Cash dividend (NT$8/share)	252,000,000
Undistributed earnings, ending	160,259,117

Note ：

1. Cash dividend distribution are calculated by the distribution ratio and rounded down to dollar. Fractional shares distributed which are less than one dollar will be aggregated in the Company’s other income.

2. In the event that the proposed profit distribution is affected by the change in number of shares outstanding due to the issuance of new shares due to stock option transfer, buyback of shares or the transferring or canceling of treasury shares,it is proposed that the Board of Directors be authorized to handle and make adjustments.

3. After the rectification by the General Meeting of Shareholders, the Board of Directors shall be authorized to determine the ex-dividend date, distribution date and other relevant matters.

Chairman:XINGMAO GROUP HOLDINGS LIMITED LIN, CHIN-MAO

General Manager:LIN,CHING-WEI

Accounting Manager:Tang Tat Shing

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Annexes 9

TST Group Holding Ltd. Comparison of Articles Before and After Amendment of Articles of Incorporation

	Before modification		After modification
	(as adopted by a Special Resolution dated on August 12, 2019)		(as adopted by a Special Resolution dated on 16, 2020)	June
	In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:		In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith: “Acquisition” means a transaction of acquiring shares, business or assets of another company and the consideration for the transaction being the shares, cash or other assets, as defined and interpreted pursuant to the Enterprise Mergers and Acquisitions Law. “M&A”means Merger, Acquisition and Spin- off.
	8.9 (Newly added.)		8.9 Subject to the provisions of the Applicable Public Company Rules, when the total number of new Shares in issue has been subscribed to in full, the Company shall immediately send a call notice to the subscribers for unpaid Shares. Where Shares are issued at a price higher than par value, the premium and the par value shall be collected at the same time. Where the subscriber delays payment for subscribing to the Shares, the Company shall designate a cure period of not less than one month by serving a notice on him/her/it requiring such payment. The Company shall also declare in the notice that in case of default of payment within the said cure period, the subscriber’s right to subscribe to new Shares shall be forfeited. After the Company has made such request, the subscribers who fail to settle the outstanding payment accordingly shall forfeit their rights to subscribe to the Shares and the Shares subscribed by them in the first place shall be otherwise offered by the Company.
	10.5 If the Company repurchases any Shares traded on the TWSE or TPEx and proposes to transfer the Repurchased Treasury Shares to any employees of the Company or its Subsidiaries at the price below the average repurchase price paid by the Company for Repurchased		10.5 If the Company repurchases any Shares traded on the TWSE or TPEx and proposes to transfer the Repurchased Treasury Shares to any employees of the Company or its Subsidiaries at the price below the average repurchase price paid by the Company for Repurchased Treasury Shares (the"Average

37

Before modification After modification Treasury Shares (the "Average Purchase Price") Purchase Price") the Company shall require the the Company shall require the approval of a approval of a resolution of the Members passed at resolution of the Members passed at a general a general meeting attended by Members who meeting attended by Members who represent a represent a majority of the issued, outstanding majority of the issued, outstanding Shares and Shares and approved by the Members who approved by the Members who represent tworepresent two-thirds or more of the Shares present thirds or more of the Members present and and entitled to vote on such resolution, and shall entitled to vote on such resolution, and shall specify such motion in the meeting notice of that specify such motion in the meeting notice of general meeting in accordance with the Applicable that general meeting in accordance with the Public Company Rules, and which shall not be Applicable Public Company Rules, and which brought up as an ad hoc motion and which matter shall not be brought up as an ad hoc motion shall include: and which matter shall include: 14.2 14.2 Subject to the provisions of the Statute, the Subject to the provisions of the Statute, the Applicable Public Company Rules, the Articles Applicable Public Company Rules, the Articles and unless otherwise provided under Article and unless otherwise provided under Article 14.6, 14.6, the Company shall by a Supermajority the Company shall by a Supermajority Resolution: Resolution: (h) transfer its business or assets, in whole or in (h) transfer its business or assets, in whole or in any essential part, provided that, the foregoing any essential part, provided that, the foregoing does not apply where such transfer is pursuant to does not apply where such transfer is pursuant the dissolution of the Company; to the dissolution of the Company; and (i) acquire or assume the whole business or assets (i) acquire or assume the whole business or of another person, which has material effect on the assets of another person, which has material Company’s operation ; and effect on the Company’s operation . (j)Share Exchange. (Newly added.) 16.10 16.10 The Independent Director of the Audit Pursuant to the Applicable Public Company Committee may convene a general meeting in Rules, the Independent Director of the Audit the event that the board of Directors fails or Committee may convene a general meeting in the cannot convene a general meeting, or for the event that the board of Directors fails or cannot benefit of the Company when necessary. convene a general meeting, or for the benefit of

Rules, the Independent Director of the Audit Committee may convene a general meeting in the event that the board of Directors fails or cannot convene a general meeting, or for the benefit of the Company when necessary.

18.3

18.3

Subject to the Statute, the Articles, and Applicable Public Company Rules, if a quorum is not present at the time appointed for the general meeting, the chairman may adjourn the general meeting to a later time, provided, however, that the maximum number of times a general meeting may be adjourned shall be no more than two and the total time adjourned shall not exceed one hour. If the general meeting has been adjourned twice, but at the adjourned general meeting a quorum is still not present, the chairman shall declare the general meeting is dissolved, and if it is still necessary to convene a general meeting, it shall be reconvened as a new general meeting in accordance with the Articles. 22.1

Subject to the Statute, the Articles, and Applicable Public Company Rules, if a quorum is not present at the time appointed for the general meeting, the chairman may postpone the general meeting to a later time, provided, however, that the maximum number of times a general meeting may be postponed shall be no more than two and the total time postponed shall not exceed one hour. If the general meeting has been postponed twice, but at the postponed general meeting a quorum is still not present, the chairman shall declare the general meeting is dissolved, and if it is still necessary to convene a general meeting, it shall be reconvened as a new general meeting in accordance with the Articles.

22.1

38

	Before modification		After modification
	In the event any of the following resolutions is adopted at a general meeting, any Member who hasnotified the Company in writing of his/her/its objectionto such aresolution prior to such meeting and hasraised again his/her/itsobjection at such meeting,may request the Company torepurchaseall of his/her/its Shares at the then prevailing fair price: (b) The Company transfers the whole or a material part of its business or assets, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company;or (c) The Company accepts the transfer of the whole business or assets of another person, which has a material impact on the Company’s business operations. (Newly added.)		In the event any of the following resolutions is adopted at a general meeting, any Member who hasexpressed his/her/its objectiontherefor in writing or verbally with arecord before or during the general meeting, and hasforfeited his/her/itsvoting right may request the Company tobuy back all of his/her/its Shares at the then prevailing fair price: (b) The Company transfers the whole or a material part of its business or assets, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company; (c) The Company accepts the transfer of the whole business or assets of another person, which has a material impact on the Company’s business operations: (d) Spin-Off (other than a Short-form Spin- off); (e) Merger (other than a Short-form Merger); (f)Acquisition; or (g) Share Exchange (other than a Short-form Share Exchange).
	22.2 Unless otherwise provided by the Applicable Public Company Rules, in the eventany part of the Company’s business is Spun Off (other than a Short-form Spin-off) or involved in any Merger (other than a Short- form Merger) or involved in any Share Exchange (other than a Short-form Share Exchange) with any other company, the Member, who has expressed his/her/its objection therefor, in writing or verbally with a record before or during the general meeting and forfeited his/her/its voting right provided, may request the Company to repurchase all of his/her Shares at the then prevailing fair price. In the event of a Short- form Merger, a Short-form Spin-off or a Short- form Share Exchange where at least 90% of the voting power of the outstanding shares of the Company are held by the other company participating in such Merger, Spin-off or Share Exchange, the Company shall deliver a notice to each Member immediately after the resolution of board of directors approving such Short-form Merger, Short-form Spin-off or Short-form Share Exchange and such notice shall state that any Member who expressed his/her/its objection against the Short-form Merger, Short-form Spin-off or Short-form ShareExchange withinthe specified period		22.2 Unless otherwise provided by the Applicable Public Company Rulesand the Statute, in the event of a Short-form Merger, a Short-form Spin- off or a Short-form Share Exchange where at least 90% of the voting power of the outstanding shares of the Company are held by the other company participating in such Merger, Spin-off or Share Exchange, the Company shall deliver a notice to each Member immediately after the resolution of board of directors approving such Short-form Merger, Short-form Spin-off or Short-form Share Exchange and such notice shall state that any Member who expressed his/her/its objection against the Short-form Merger, Short-form Spin- off or Short-form Share Exchange within the specified period may submit a written objection requesting the Company tobuy backall of his/her/its Shares at the then prevailing fairprice.

39

Before modification

pursuant to the Applicable Public Company Rules may submit a written objection requesting the Company to repurchase all of his/her/its Shares at the then prevailing fair value of such Shares . 22.3

22.3

After modification

The request prescribed in the preceding two Subject to the Statute, the request prescribed Articles shall be delivered to the Company in Articles 22.1 and 22.2 shall be delivered to the writing, stating therein the types and numbers Company in writing, stating therein the types, of Shares requested to be repurchased, within numbers and the repurchase price of Shares the specified period pursuant to the requested to be repurchased, within twenty days Applicable Public Company Rules after the after the date of the relevant resolutions. In the date of the relevant resolution. In the event event the requesting Member and the Company the requesting Member and the Company have have reached an agreement in regard to the reached an agreement in regard to the purchase repurchase price of the Shares held by such price of the Shares held by such Member (the Member, the Company shall pay such price within “ ” appraisal price ) , the Company shall pay ninety days after the date on which the resolution such price within ninety days after the date on was adopted. In the event that no agreement is which the resolution was adopted. In the reached with the dissenting Member, the event the Company and the requesting Company shall pay the fair price it has Member fail to reach the agreement with recognized to such dissenting Member within respect to the appraisal price within sixty ninety days since the resolution was made. If days after the resolution date, the Company the Company fails to pay, the Company shall shall apply to any competent R.O.C. court be considered to be agreeable to the price against all the requesting Members as the requested by the dissenting Member. opposing party within thirty days after the - expiry of the sixty day period for a ruling on the appraisal price, and such ruling by such R.O.C. court shall be binding and conclusive as between the Company and requested Member solely with respect to the appraisal price. 22.4 22.4 (Newly added.) Subject to the Statute, in the event that any Member requests the Company to buy back his/her/its Shares pursuant to Article 22.3, and the Company and the requesting Member fail to reach the agreement in regard to the repurchase price of the Shares held by such Member within sixty days after the resolution date, the Company shall apply to any competent R.O.C. court against all the dissenting Members as the opposing party - within thirty days after the expiry of the sixty day period for a ruling on the price of the repurchased Shares, and the Taipei District Court, R.O.C., may be the court of the first instance. Such ruling by such R.O.C. court shall be binding and conclusive as between the Company and the dissenting Members solely with respect to the price of the repurchased Shares.

40

Before modification		After modification
22.5 The payment ofappraisal price and the delivery of Share Certificates shall comply with the Applicable Public Company Rules		22.5 The payment ofprice of the repurchased Shares and the delivery of Share Certificates shall comply with the Applicable Public Company Rules.
30.1 A Director (except for Independent Director) may hold any other office or place of profit under the Company in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the compensation committee shall present its recommendations to the board of Directors for discussion and approval.		30.1 A Director (except for Independent Directors)may hold any other office or place of profit under the Company in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the compensation committee shall present its recommendations to the board of Directors for discussion and approval.
30.2 The Directors may be paid remuneration only in cash. The amount of such remuneration shall be recommended by the compensation committee and determined by the board of Directors, and take into account the extent and value of the services provided for the management of the Company and the standards of the industry in the R.O.C. and overseas. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the board of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive salaries in respect of their service as Directors as may be recommended by the compensation committee and determined by the board of Directors, or a combination partly of one such method and partly another, provided that any such determination shall be in accordance with the Applicable Public Company Rules.		30.2 The Directors may be paid remuneration only in cash. The amount of such remuneration shall be recommended by the compensation committee and determined by the board of Directors, and take into account the extent and value of the services provided for the management of the Company and the standards of the industry in the R.O.C. and overseas. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the board of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive salaries in respect of their service as Directors as may be recommended by the compensation committee and determined by the board of Directors, or a combination partly of one such method and partly another, provided that any such determination shall be in accordance with the Applicable Public Company Rules.
30.5 A Director who has a personal interest in the matter under discussion at a meeting of the Directors shall disclose the material information of such director's interest at the meeting; provided that a Director’s spouse or any second degree blood relatives, or company(s) with controlling and subordinating relationship with a Director, who has a personal interest in the matter under discussion at a meeting, the said Director shall be deemed having a personal interest in such matter. If the interest of such director conflicts with or		30.5 A Director who has a personal interest in the matter under discussion at a meeting of the Directors shall disclose the material information of such director's interest at the meeting; provided that a Director’s spouse or any second degree blood relatives, or company(s) with controlling and subordinating relationship with a Director, who has a personal interest in the matter under discussion at a meeting, the said Director shall be deemed having a personal interest in such matter. If the interest of such director conflicts with or impairs the interest of the Company, such Director

41

Before modification impairs the interest of the Company, such Director shall not be entitled to vote nor exercise voting rights on behalf of another Director; the voting right of such Director who cannot vote or exercise any voting right as prescribed above shall not be counted in the number of votes of Directors present at the board meeting. Where proposals are under consideration concerning a proposed merger and acquisition by the Company, a Director who has a personal interest in the proposed transaction shall disclose at the meeting of the board of Directors and the general meeting the nature of such director's personal interest and the reason(s) for the approval or objection to the proposed resolution.

After modification

shall not be entitled to vote nor exercise voting rights on behalf of another Director; the voting right of such Director who cannot vote or exercise any voting right as prescribed above shall not be counted in the number of votes of Directors present at the board meeting. Where proposals are under consideration concerning a proposed M&A by the Company, a Director who has a personal interest in the proposed transaction shall disclose at the meeting of the board of Directors and the general meeting the nature of such director's personal interest and the reason(s) for the approval or objection to the proposed resolution.

32.6

32.6

Notwithstanding anything to the contrary Notwithstanding anything to the contrary contained in this Article 32.1 to 32. 9 , unless contained in Article s 32.1 to 32. 11 , unless otherwise permitted by the Applicable Public otherwise permitted by the Applicable Public Company Rules, the Directors shall establish Company Rules, the Directors shall establish an an audit committee comprised of all of the audit committee comprised of all of the Independent Directors, one of whom shall be Independent Directors, one of whom shall be the the convener , and at least one of whom shall chairman , and at least one of whom shall have and at least one of whom shall have have accounting or financial expertise. A accounting or financial expertise. A resolution of resolution of the audit committee shall be the audit committee shall be passed by one-half or passed by one-half or more of all members of more of all members of such committee. The such committee. The rules and procedures of rules and procedures of the audit committee shall the audit committee shall be in accordance with be in accordance with policies proposed by the policies proposed by the members of the audit members of the audit committee and passed by the committee and passed by the Directors from Directors from time to time, which shall be in time to time, which shall be in accordance with accordance with the Statute, the Memorandum, the Statute, the Memorandum, the Articles and the Articles and the Applicable Public Company the Applicable Public Company Rules and the Rules and the instruction of the FSC or TWSE or instruction of the FSC or TWSE or TPEx (as TPEx (as applicable), if any. The Directors shall, applicable), if any. The Directors shall, by a by a resolution, adopt a charter for the audit resolution, adopt a charter for the audit committee in accordance with these Articles and committee in accordance with these Articles the Applicable Public Company Rules. and the Applicable Public Company Rules. 32.8 32.8 (Newly added.) Prior to the commencement of the meeting of Board of Directors to adopt any resolution of M&A, the Company shall have the Audit Committee review the fairness and reasonableness of the plan and transaction of the M&A, and then report the results of the review to the Board of Directors and the general meeting unless the resolution by the general meeting is not required by the Statute. During the review, the Audit Committee shall seek opinions from an independent expert on the justification of the share exchange ratio or

Notwithstanding anything to the contrary contained in Article s 32.1 to 32. 11 , unless otherwise permitted by the Applicable Public Company Rules, the Directors shall establish an audit committee comprised of all of the Independent Directors, one of whom shall be the chairman , and at least one of whom shall have and at least one of whom shall have accounting or financial expertise. A resolution of the audit committee shall be passed by one-half or more of all members of such committee. The rules and procedures of the audit committee shall be in accordance with policies proposed by the members of the audit committee and passed by the Directors from time to time, which shall be in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules and the instruction of the FSC or TWSE or TPEx (as applicable), if any. The Directors shall, by a resolution, adopt a charter for the audit committee in accordance with these Articles and the Applicable Public Company Rules.

42

	Before modification		After modification
			distribution of cash or other assets. The results of the review of Audit Committees and opinions of independent experts shall be sent to the Members together with the notice of the general meeting. In the event that the resolution by the general meeting is not required by the Statute, the Board of Directors shall report the foregoing at the next closest general meeting.
	32.9 (Newly added.)		32.9 With respect to the documents that need to be sent to the Members as provided in the preceding Article, in the event that the Company posts the same documents on the website designated by the R.O.C. securities competent authorities, and also prepares and places such documents at the venue of the general meeting for the Members’ review, then those documents shall be deemed as having been sent to the Members.
	32.11 The compensation referred in the preceding Article shall include the compensation, salary, stock options and other incentive payment to the Directors and managers of the Company. Unless otherwise specified by the Applicable Public Company Rules, the managers of the Company for the purposes of this Article 32.9 shall mean executive officers as defined by the rules and procedures governing the compensation committee.		32.11 The compensation referred in the preceding Article shall include the compensation, salary, stock options and other incentive payment to the Directors and managers of the Company. Unless otherwise specified by the Applicable Public Company Rules, the managers of the Company for the purposes of this Article 32.11 shall mean executive officers as defined by the rules and procedures governing the compensation committee.

43

Annexes 10

TST Group Holding Ltd. Comparison Table for Amendments to” Rules of Procedure for Shareholders Meetings”

Cover	After Revision	Before Revision	Reason for Amendment
Article 3	The first, second and third items are omitted. Election or dismissal of directors or supervisors,amendments to the articles of incorporation,application for the approval of ceasing its status as a public company, approval of director competition, capital increase from earnings, capital increase from capital reserve, the dissolution, merger, ordemerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, shall beitemized in the causes or subjects to be described and the essential contentsshall be explained in the notice to convene a meeting of shareholders, and shall not be brought up by Ad-Hoc Motions.Its main content may be placed on the website designated by the securities authority or the Company, and its website shall be noted in the meeting notice. If there is listed in the meeting notice that all directors will be elected and its onboard date, after election, the onboard cannot be changed by Ad- Hoc Motions or other method. A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company a written proposalfor discussion at a regular shareholders’ meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda.However, the shareholder proposal is a proposal to urge the Company to promote public interest or fulfill its social responsibilities, and the board of directors may still include the proposals in the list of proposals to be discussed at a general meeting.Under	The first, second and third items are omitted. Election or dismissal of directors or supervisors, amendments to the articles of incorporation, 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 and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuersshall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. A shareholder holding 1 percent or more of the total number of issued shares may submit tothe Companya written proposalfor discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, 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.	Revised in accordance with the law.

44

Cover	After Revision	Before Revision	Reason for Amendment
	any of the circumstances listed in Article 172-1, paragraph 1 to 4 of the Company Act, the Board of Directors may exclude the proposal submitted by a Shareholder from the list of proposals to be discussed at a general meeting. Prior to the book closure date before a regular shareholders’ meeting is held, the Company shall publicly announce that it will receive shareholder proposals,its written or digital receipt methodand the location and time period for their submission; the period for submission of shareholder proposals may not beless than 10 days.	Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Article 10	If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors.Relevant proposals should be voted on separately.The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The second and third items are omitted. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or Ad- Hoc 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 and call for a vote and arrange appropriate voting time.	If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The second and third items are omitted. 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 and call for a vote.	Revised in accordance with the law.

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Cover	After Revision	Before Revision	Reason for Amendment
Article 13	The first item is omitted. Whenthe Companyholds 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 this Corporation avoid the submission of extraordinary motions and amendments to original proposals. The followingis omitted.	The first item is omitted. Whenthe Companyholds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means (in accordance with the proviso of Article 177-1 of the Company Act regarding companies that shall adopt electronic voting: Whenthe Companyholds 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 this Corporation avoid the submission of extraordinary motions and amendments to original proposals. The followingis omitted.	Revised in accordance with the law.
Article 15	The first and second items are omitted. 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 deliberationsand their results (including statistical weights).If there is election Matter, the meeting minutes should disclose the number of votes for each candidate.It shall be retained for the duration of the existence of the Company.	The first and second items are omitted. 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 andtheir results,and shall be retained for the duration of the existence of this Corporation.	Revised in accordance with the law.

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Annexes 11

TST Group Holding Ltd. Comparison Table for Amendments to” Endorsement Guarantee Operation Management Method”

Cover	After Revision	Before Revision	Reason for Amendment
Article 3	The objects of this endorsement guarantee method are limited to the following companies, but where a public company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other, such endorsements/guarantees may be made free of the restriction of the preceding. 1. A company with which it does business. 2. A company in which the public company directly and indirectly holds more than 50 percent of the voting shares. 3. A company that directly and indirectly holds more than 50 percent of the voting shares in the public company. Company in which the public company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guaranteesfor	The objects of this endorsement guarantee method are limited to the following companies, but where a public company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other, such endorsements/guarantees may be made free of the restriction of the preceding. 1. A company with which it does business. 2. A company in which the public company directly and indirectly holds more than 50 percent of the voting shares. 3. A company that directly and indirectly holds more than 50 percent of the voting shares in the public company. Company in which the public company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guaranteesfor	Modify the text to adjust Article 4 of the company’s endorsement guarantee limits for subsidiaries that directly or indirectly hold 100% of the voting shares, or for companies that directly and indirectly hold 100% of the voting shares, to make it clear and understandable.

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Cover	After Revision		Before Revision	Reason for Amendment
	each other, and the amount of endorsements/guarantees may not exceed 10% of the net worth of the public company, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the public company holds, directly or indirectly, 100% of the voting shares. Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the public company, or through a company in which the public company holds 100% of the voting shares.,"net worth" in these Regulations means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. "Subsidiary" and "parent company" as referred to in these Regulations shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.		each other, and the amount of endorsements/guarantees may not exceed 10% of the net worth of the public company, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the company holds, directly or indirectly, 100% of the voting shares. However, the amount of the endorsement guarantee shall not exceed five times the net value of the endorsement guarantee company. Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the public company, or through a company in which the public company holds 100% of the voting shares.,"net worth" in these Regulations means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. "Subsidiary" and "parent company" as referred to in these Regulations shall be as determined under the Regulations Governing the Preparation of Financial Reports by SecuritiesIssuers.
Article 4	1. The total amount of the company’s and its subsidiaries ’overall endorsement guarantee shall not exceed 80% of the company’s most recent net worth. The total amount of the endorsement guarantee provided by the Company to any individual entity shall not exceed 20% of the Company's mostrecentnet worth.		1. The total amount of the company’s and its subsidiaries ’overall endorsement guarantee shall not exceed 80% of the company’s most recent net worth. The total amount of the endorsement guarantee provided by the Company to any individual entity shall not exceed 20% of the Company's mostrecentnet worth.	Modify the texts are used to unify the company’s endorsement guarantees for subsidiaries that directly or indirectly hold 100% of the voting shares, or for companies that directly and indirectlyhold100%

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Cover		After Revision	Before Revision	Reason for Amendment
		The company's endorsement guarantee for subsidiaries that directly or indirectly hold 100% of the voting shares, or the company's direct and indirect holding 100% of the voting shares, is not limited by the aforementioned amount of endorsement guarantees, but the amount of the endorsement guarantee shall not exceed guarantee five times the company's net worth. If the aggregate amount of endorsements guarantees that is set as the ceiling for the company and its subsidiaries as a whole reaches 50% or more of the net worth of the company, an explanation of the necessity and reasonableness thereof shall be given at the shareholders meeting. 2.The total amount of endorsement guarantee provided by the Company to any individual entity deriving from business relations shall not exceed the total business amount between such party and the Company for the one year period immediately before the extension of endorsement guarantee(the business amount refers to purchase amount or sales amount of the goods between the parties, whichever is higher); provided, however, that such endorsement guarantee remains subject to the specifications in the preceding paragraph. 3. The most recent financial statements are based on the most recent consolidated financial statements that have been audited or reviewed by CPA.	If the aggregate amount of endorsements guarantees that is set as the ceiling for the company and its subsidiaries as a whole reaches 50% or more of the net worth of the company, an explanation of the necessity and reasonableness thereof shall be given at the shareholders meeting. 2.The total amount of endorsement guarantee provided by the Company to any individual entity deriving from business relations shall not exceed the total business amount between such party and the Company for the one year period immediately before the extension of endorsement guarantee(the business amount refers to purchase amount or sales amount of the goods between the parties, whichever is higher); provided, however, that such endorsement guarantee remains subject to the specifications in the preceding paragraph. 3. The most recent financial statements are based on the most recent consolidated financial statements that have been audited or reviewed by CPA.	of the voting shares to make it clear and understandable.

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Appendix 1

THE COMPANIES LAW (Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

TST Group Holding Ltd. 冠星集團控股有限公司

- Incorporated on May 21 , 2013-

(as adopted by a Special Resolution dated August 12, 2019)

50

THE COMPANIES LAW (Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

TST Group Holding Ltd.

冠星集團控股有限公司

(as adopted by a Special Resolution dated August 12, 2019)

• 1

The name of the Company is TST Group Holding Ltd.冠星集團控股有限公司.

• 2 The registered office of the Company shall be at the office of International Corporation Services Ltd., Harbour Place, 2nd Floor, 103 South Church Street, P.O. Box 472, George Town, Grand Cayman KY11106, Cayman Islands, or at such other place as the Directors may from time to time decide.

• 3 The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (Revised) or as the same may be revised from time to time, or any other law of the Cayman Islands.

• 4

The liability of each Member is limited to the amount from time to time unpaid on such Member's shares.

5 The authorised capital of the Company is New Taiwan Dollars 600,000,000 divided into 60,000,000 ordinary shares of New Taiwan Dollars 10 each provided always that subject to the provisions of the Companies Law (Revised) as amended and the Articles of Association, the Company shall have power to redeem or purchase any or all of such shares and to issue all or any part of its capital with priority or subject to any conditions or restrictions whatsoever and every issue of shares whether stated to be Ordinary, Preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided .

• 6 Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company.

– Remainder of Page Intentionally Left Blank –

51

THE COMPANIES LAW (Revised)

OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

TST Group Holding Ltd.

冠星集團控股有限公司

(as adopted by a Special Resolution dated August 12, 2019)

1 Interpretation

• 1.1 In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

“Applicable Public Company	means the R.O.C. laws, rules and regulations stipulating public
Rules”	companies or companies listed on any R.O.C. stock exchange or
	securities market, including, without limitation, the relevant provisions
	of the Company Law, Securities and Exchange Law, the Enterprise
	Mergers and Acquisitions Law, the rules and regulations promulgated
	by the Ministry of Economic Affairs, the rules and regulations
	promulgated by the Financial Supervisory Commission (“FSC”), the
	rules and regulations promulgated by the Taiwan Stock Exchange
	(“TWSE”), Taipei Exchange (“TPEx”) and the Acts Governing
	Relations Between Peoples of the Taiwan Area and the Mainland Area
	and its relevant regulations.
“Annual Net Income”	means the audited annual net profit of the Company in respect of the
	applicable year.
"Articles"	means these articles of association of the Company.
“Capital Reserve”	means the income derived from the issuance of new shares at a
	premium, or from endowments received by the company.
"Company"	means the above named company.
"Directors"	means the directors for the time being of the Company (includes any
	and all Independent Director(s)).
"Electronic Record"	has the same meaning as in the Electronic Transactions Law.
"Electronic Transactions	means the Electronic Transactions Law (Revised) of the Cayman
Law"	Islands.
“FSC”	means the R.O.C. Financial Supervisory Commission
“Independent Directors”	means the Directors who are elected by the Members at a general
	meeting and designated as "Independent Directors" for the purpose of
	the Applicable Public Company Rules which are in force from time to
	time.
"Market Observation Post	means the internet information reporting system designated by the FSC.

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System"
"Member"	has the same meaning as in the Statute.
"Memorandum"	means the memorandum of association of the Company.
“Merger”	means a transaction whereby (i) all of the companies participating in
	such transaction are dissolved, and a new company is incorporated to
	generally assume all rights and obligations of the dissolved companies
	or (ii) all but one company participating in such transaction are
	dissolved, and the surviving company generally assumes all rights and
	obligations of the dissolved companies, and in each case the
	consideration for the transaction being the shares of the surviving or
	newly incorporated company or any other company, cash or other
	assets.
“Short-form Merger”	means (i) a Merger in which one of the merging companies holds issued
	shares that together represent at least 90% of the voting power of the
	outstanding shares of the other merging company or (ii) that
	subsidiaries of the same parent company holding 90% or more of the
	issued and outstanding shares of such respective subsidiaries merge
	with one another.
"Ordinary Resolution"	means a resolution passed by a simple majority of votes cast by the
	Members as, being entitled to do so, vote in person or, where proxies
	are allowed, by proxy at a general meeting.
“Private Placement”	means obtaining subscriptions for, or the sale of, Shares, options,
	warrants, rights of holders of debt or equity securities which enable
	those holders to subscribe further securities (including Shares), or other
	securities of the Company, either by the Company itself or a person
	authorized by the Company, primarily from or to specific investors or
	approved by the Company or such authorized person, but excluding any
	employee incentive programme or subscription agreement, warrant,
	option or issuance of Shares under Article 11 of these Articles.
"Register of Members"	means the register of members maintained in accordance with the
	Statute and includes (except where otherwise stated) any duplicate
	Register of Members.
"Registered Office"	means the registered office for the time being of the Company.
“R.O.C.”	means the Republic of China.
"Seal"	means the common seal of the Company and includes every duplicate
	seal.
"Share" and "Shares"	means a share or shares in the Company and includes a fraction of a
	share.
"Share Certificate" and	means a certificate or certificates representing a Share or Shares.
“Share Certificates”
“Simple Majority”	means more than one-half.
“Share Exchange”	means a company transferring all its issued shares to another company
	in exchange for shares, cash or other assets in that company as the
	consideration for shareholders of the transferring company.
“Short-form Share	means a parent company effects a Share Exchange with its subsidiary
Exchange”	whose 90% or more of the total number of the issued and outstanding
	shares is held by the parent company.
"Solicitor"	means any Member, a trust enterprise or a securities agent mandated by

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	Member(s) who solicits an instrument of proxy from any other Member
	to appoint him/her/it as a proxy to attend and vote at a general meeting
	instead of the appointing Member pursuant to the Applicable Public
	Company Rules.
"Special Resolution"	means a resolution passed by a majority of not less than two-thirds of
	votes cast by such Members as, being entitled so to do, vote in person
	or, where proxies are allowed, by proxy at a general meeting of which
	notice specifying the intention to propose the resolution as special
	resolution has been duly given.
“Spin-off”	refers to an act wherein a transferor company transfers all of its
	independently operated business or any single independently operated
	business to an existing or a newly incorporated company as
	consideration for that existing transferee company or newly
	incorporated transferee company to give shares, cash or other assets to
	the transferor company or to shareholders of the transferor company.
“Short-form Spin-off”	means a parent company effects a Spin-off with its subsidiary whose
	90% or more of the total number of the issued and outstanding shares is
	held by the parent company and that the parent company is the
	transferee company assuming the business of the subsidiary, and such
	subsidiary acquires the total amount of consideration for the business
	transferred.
"Statute"	means the Companies Law (Revised) of the Cayman Islands, as
	amended, and every statutory modification or re-enactment thereof for
	the time being in force.
“Subsidiary” and	means (i) a subordinate company in which the total number of voting
“Subsidiaries”	shares or total share equity held by the Company represents more than
	one half of the total number of issued voting shares or the total share
	equity of such subordinate company; (ii) a company in which the total
	number of shares or total share equity of that company held by the
	Company, its subordinate companies and its controlled companies,
	directly or indirectly, represents more than one half of the total number
	of issued voting shares or the total share equity of such company; or (iii)
	a company of which the management of the personnel, financial, or
	business operation has been directly or indirectly controlled by the
	Company.
“Supermajority Resolution”	means (i) a resolution adopted by a majority vote of the Members
	present and entitled to vote on such resolution at a general meeting
	attended in person or by proxy by Members who represent two-thirds or
	more of the total outstanding Shares of the Company or, (ii) if the total
	number of Shares represented by the Members present at the general
	meeting is less than two-thirds of the total outstanding Shares of the
	Company, but more than half of the total outstanding Shares of the
	Company, a resolution adopted at such general meeting by the Members
	who represent two-thirds or more of the Shares present and entitled to
	vote on such resolution.
“TDCC”	means the Taiwan Depository & Clearing Corporation.
“Treasury Shares”	means a Share purchased and held in the name of the Company as a
	treasury share in accordance with the Statute and the Applicable Public
	Company Rules.
“TWSE”	means the Taiwan Stock Exchange

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“ TPEx ”

means the Taipei Exchange

“ Non TWSE-Listed or TPEx- refers to a company whose shares are neither listed on the TWSE or the Listed Company ” Taipei Exchange.

• 1.2 In the Articles:

• (a) words importing the singular number include the plural number and vice versa;

• (b) words importing the masculine gender include the feminine gender;

• (c) words importing persons include corporations;

• (d) "written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

• (e) references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;

• (f) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

• (g) headings are inserted for reference only and shall be ignored in construing the Articles; and

• (h) Section 8 of the Electronic Transactions Law shall not apply.

• (i) Applicable Public Company Rules shall not apply until the Company has become a public company pursuant to Applicable Public Company Rules.

2 Commencement of Business

• 2.1 After incorporation, the Company may operate its business at the time the board of Directors deems fit. The Company shall operate its business complying with the Applicable Public Company Rules and business ethics, and may promote the public interest to fulfil the social responsibility of the Company.

• 2.2 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

3 Issue of Shares

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

• 3.2 The Company shall not issue Shares to bearer.

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3.3 The Company shall not issue any unpaid Shares or partly paid-up Shares.

4 Register of Members

• 4.1 The board of Directors shall keep, or cause to be kept, the Register of Members at such place as the board of Directors may from time to time determine and, in the absence of any such determination, the Register of Members shall be kept at the Registered Office.

• 4.2 If the board of Directors consider it necessary or appropriate, the Company may establish and maintain a branch register or registers of members at such location or locations within or outside the Cayman Islands as the board of Directors think fit. The principal register and the branch register(s) shall together be treated as the Register of Members for the purposes of the Articles.

• 4.3 For so long as any Shares are listed on TWSE or TPEx, title to such listed Shares may be evidenced and transferred in accordance with the laws applicable to or the rules and regulations of TWSE or TPEx that are or shall be applicable to such listed Shares, and the Register of Members maintained by the Company in respect of such listed Shares may be kept by recording the particulars required by section 40 of the Statute if such recording otherwise complies with the laws applicable to or the rules and regulations of TWSE or TPEx that are or shall be applicable to such listed Shares.

• 5 Closing Register of Members or Fixing Record Date

• 5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend, or in order to make a determination of Members for any other purpose, the board of Directors shall determine the period that the Register of Members shall be closed for transfers and after the Company has acquired public company status, such period shall not be less than the minimum period of time prescribed by the Applicable Public Company Rules.

• 5.2 Subject to Article 5.1 hereof, in lieu of, or apart from, closing the Register of Members, the board of Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members, or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or in order to make a determination of Members for any other purpose. In the event the board of Directors designates a record date in accordance with this Article 5.2, the board of Directors shall make a public announcement of such record date via the Market Observation Post System in accordance with the Applicable Public Company Rules.

• 5.3 The rules and procedures governing the implementation of the closing of the Register of Members, including notices to Members in regard to the closing of the Register of Members, shall be in accordance with policies adopted by the board of Directors from time to time, which policies shall be in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules.

6 Share Certificates

• 6.1 Subject to the provisions of the Statute, the Memorandum and Articles and the Applicable Public Company Rules, the Company shall issue Shares without printing Share Certificates for the Shares issued, the details regarding such issue of Shares shall be recorded by TDCC in accordance with the Applicable Public Company Rules, and the issuance, transfer or cancellation of the Shares shall be handled in accordance with the relevant rules of TDCC. A Member shall only be entitled to a Share Certificate if the board of Directors resolves that Share Certificates shall be issued. Share Certificates, if any, shall be in such form as the board of Directors may determine. Share Certificates shall be signed by one or more Directors authorised by the board of Directors. The board of Directors may authorise Share Certificates to be issued with the authorised signature(s) affixed by mechanical process. All Share Certificates shall be consecutively numbered or otherwise identified and shall

56

specify the Shares to which they relate. All Share Certificates surrendered to the Company for transfer shall be cancelled and subject to the Articles. No new Share Certificate shall be issued until the former Share Certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

• 6.2 The Company shall deliver the Share Certificates to the subscribers within thirty days from the date such Share Certificates may be issued pursuant to the Statute, the Memorandum, the Articles and the Applicable Public Company Rules, and shall make a public announcement prior to the delivery of such Share Certificates pursuant to the Applicable Public Company Rules.

• 6.3

   - No Shares may be registered in the name of more than one Member.
  

• 6.4 If a Share Certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the board of Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old Share Certificate.

• 7 Preferred Shares

• 7.1 The Company may issue Shares with rights which are preferential to those of ordinary Shares issued by the Company (“ Preferred Shares ”) with the approval of a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors and with the approval of a Special Resolution.

• 7.2 Prior to the issuance of any Preferred Shares approved pursuant to Article 7.1 hereof, the Articles shall be amended to set forth the rights and obligations of the Preferred Shares, including but not limited to the following terms, and provided that such rights and obligations of the Preferred Shares shall not contradict the mandatory provisions of Applicable Public Company Rules regarding the rights and obligations of such Preferred Shares, and the same shall apply to any variation of rights of Preferred Shares:

  • (a) the total number of Preferred Shares that have been authorised to be issued and the numbers of the Preferred Shares already issued;

  • (b) Order, fixed amount or fixed ratio of allocation of Dividends and bonus on Preferred Shares;

  • (c) Order, fixed amount or fixed ratio of allocation of surplus assets of the Company;

  • (d) Order of or restriction on the voting right(s) (including declaring no voting rights whatsoever) of preferred Members;

  • (e) Other matters concerning rights and obligations incidental to Preferred Shares; and

  • (f) The method by which the Company is authorized or compelled to redeem the Preferred Shares, or relevant regulations that redemption rights shall not apply.

8 Issuance of New Shares

• 8.1 The issue of new Shares of the Company shall be approved by a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors. The issue of new Shares shall at all times be subject to the sufficiency of the authorised capital of the Company.

• 8.2 Unless otherwise resolved by the Members in general meeting by Ordinary Resolution, where the Company increases its capital by issuing new Shares for cash, the Company shall, after reserving Shares for Public Offering (defined below) and Shares for Employees’ Subscription (defined below) in accordance with Article 8.3, make a public announcement and notify each Member that he/she/it

57

is entitled to exercise a pre-emptive right to purchase his/her/its pro rata portion of any new Shares issued in the capital increase in cash. A waiver of such pre-emptive right may be approved at the same general meeting where the subject issuance of new Shares is approved by the Members. The Company shall state in such announcement and notices to the Members that if any Member fails to purchase his/her/its pro rata portion of the newly-issued Shares within the prescribed period, such Member shall be deemed to forfeit his/her/its pre-emptive right to purchase the newly-issued Shares. Subject to Article 6.3, in the event that Shares held by a Member are insufficient for such Member to exercise the pre-emptive right to purchase one newly-issued Share, Shares held by several Members may be calculated together for joint purchase of newly-issued Shares or for purchase of newly-issued Shares in the name of a single Member pursuant to the Applicable Public Company Rules. If the total number of the new Shares to be issued has not been fully subscribed by the Members within the prescribed period, the Company may offer any un-subscribed new Shares to be issued to the public in Taiwan or to specific person or persons according to the Applicable Public Company Rules.

• 8.3 Where the Company increases its capital in cash by issuing new Shares in Taiwan, the Company shall allocate 10% of the total amount of the new Shares to be issued, for offering in Taiwan to the public unless it is not necessary or appropriate, as determined by the board of Directors according to the Applicable Public Company Rules and/or the instruction of the FSC or TWSE or TPEx (as applicable), for the Company to conduct the aforementioned public offering. Provided however, if a percentage higher than the aforementioned 10% is resolved by a general meeting to be offered, the percentage determined by such resolution shall prevail (“ Shares for Public Offering ”). The Company may reserve 10% to 15% of the total amount of the new Shares to be issued for the subscription by the employees of the Company and its Subsidiaries (“ Shares for Employees’ Subscription ”). The Company may restrain the shares subscribed by the aforementioned employees from being transferred or assigned to others within a specific period of time which shall in no case be longer than two years.

• 8.4 Members’ rights to subscribe for newly-issued Shares may be transferred independently from the Shares from which such rights are derived. The rules and procedures governing the transfer of rights to subscribe for newly-issued Shares shall be in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules.

• 8.5 The pre-emptive right of Members provided under Article 8.2 shall not apply in the event that new Shares are issued due to the following reasons or for the following purposes: (a) in connection with a Merger with another company, or the Spin-off of the Company, or pursuant to any reorganization of the Company; (b) in connection with meeting the Company’s obligations under Share subscription warrants and/or options, including those referenced in Article 11.1 to 11.4; (c) in connection with meeting the Company’s obligations under convertible bonds or corporate bonds vested with rights to acquire Shares; (d) in connection with meeting the Company’s obligations under Preferred Shares vested with rights to acquire Shares; (e) in connection with a Private Placement;(f) in connection with the issue of Restricted Shares in accordance with Article 8.7; or (g) other matters in accordance with the Applicable Public Company Rules.

• 8.6 The periods of notice and other rules and procedures for notifying Members and implementing the exercise of the Members’ pre-emptive rights shall be in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules.

• 8.7 Subject to the provisions of the Statute and the Applicable Public Company Rules, the Company may, with the approval of a Supermajority Resolution in a general meeting, issue new Shares with restricted rights to the employees of the Company and its Subsidiaries (" Restricted Shares ") and the provision of Article 8.2 shall not apply to any such issue of Restricted Shares. The terms of issue of Restricted Shares, including, but not limited to the number, issue price and other relevant conditions shall comply with the Applicable Public Company Rules.

• 8.8 Subject to the provisions of the Statute and the Applicable Public Company Rules, the Company may, by resolutions of the Members passed at a general meeting attended by Members who represent

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a majority of the issued, outstanding Shares and approved by the Members who represent two-thirds or more of the Shares present and entitled to vote on such resolution, conduct Private Placements, and shall comply with the Applicable Public Company Rules to determine, inter alia, the purchaser(s), the types of securities, the determination of the offer price, and the restrictions on transfer of securities of such Private Placement.

9 Transfer of Shares

• 9.1 Subject to the Statute and the Applicable Public Company Rules, Shares issued by the Company may be freely transferable.

• 9.2 Subject to these Articles and the Applicable Public Company Rules, any Member may transfer all or any of his Shares by an instrument of transfer.

• 9.3 The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.

• 9.4 The Board may approve to effect transfers of Shares listed on the TWSE or TPEx (as applicable) which are not issued physically through relevant systems (including systems of TDCC) without executing share transfer documents. With respect to non-physically issued shares, the Company shall notify holders of these shares to provide (or have a third party designated by such holders to provide) instruction(s) necessary for transfers of shares through relevant systems according to the requirement, equipment and demand of those systems, provided however, that such instructions shall not violate these Articles, Statute and the Applicable Public Companies Rules.

10 Redemption and Repurchase of Shares

• 10.1 Subject to the provisions of the Statute, the Memorandum, and the Articles, the Company may purchase its own Shares in the manner and terms to be resolved by the board of Directors from time to time. Notwithstanding the foregoing, for so long as any Shares are listed on the TWSE or TPEx (as applicable), the Company may purchase its own shares on such terms as are approved by resolutions of the Directors passed at a meeting of the board of Directors attended by more than twothirds of members of the board and approved by a majority of the Directors present at such meeting, provided that any such repurchase shall be in accordance with the Applicable Public Company Rules. In the event that the Company proposes to purchase any Shares listed on the TWSE or TPEx pursuant to this Article, the approval of the board of Directors and the implementation thereof shall be reported to the Members at the next general meeting in accordance with the Applicable Public Company Rules. Such reporting obligation shall apply even if the Company does not implement the repurchase proposal for any reason.

• 10.2 Subject to the provisions of the Statute, the Memorandum, and the Articles, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall be effected in such manner as the Company may, by Special Resolution, determine before the issue of the Shares. The Company may make a payment in respect of the redemption of its own Shares in any manner permitted by the Statute (including out of capital). After the Company has acquired public company status, the foregoing matter shall be made in accordance with the Applicable Public Company Rules as applied to the Company .

• 10.3 The board of Directors may, upon the purchase or redemption of any Share under Article 10.1 to 10.7, determine that such Share shall be held as Treasury Share (“ Repurchased Treasury Shares ”). For Treasury Shares, no dividends shall be distributed or paid, nor shall any distribution of the Company’s assets be made (whether in cash or by other means) (including any assets distribution to the Members when the Company is winding up).

• 10.4 Subject to the provisions of the Statute, the Memorandum and the Articles, the board of Directors may determine to cancel a Treasury Share or transfer a Treasury Share to the employees on such

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terms as they think proper (including, without limitation, for nil consideration). After the Company has acquired public company status, the foregoing matter shall be made in accordance with the Applicable Public Company Rules as applied to the Company.

• 10.5 If the Company repurchases any Shares traded on the TWSE or TPEx and proposes to transfer the Repurchased Treasury Shares to any employees of the Company or its Subsidiaries at the price below the average repurchase price paid by the Company for Repurchased Treasury Shares (the " Average Purchase Price ") the Company shall require the approval of a resolution of the Members passed at a general meeting attended by Members who represent a majority of the issued, outstanding Shares and approved by the Members who represent two-thirds or more of the Members present and entitled to vote on such resolution, and shall specify such motion in the meeting notice of that general meeting in accordance with the Applicable Public Company Rules, and which shall not be brought up as an ad hoc motion and which matter shall include:

• (a) The transfer price, discount rate, calculation basis and reasonability;

• (b) Number of shares transferred, purpose and reasonability;

• (c) Eligibility for employees’ subscription and number of shares employees may subscribe; and

• (d) Matters affecting equity of the Members:

• (i) Amounts that may become expenditures, and the dilution of EPS of the Company;

• (ii) Explain the financial burden caused to the Company by transfer of shares to employees at a price lower than the Average Purchase Price.

• 10.6 The aggregate number of Treasury Shares to be transferred to employees pursuant to Article 10.4 and the aggregate number of Treasury Shares transferred to any individual employee shall be subject to the Applicable Public Company Rules as applied to the Company and shall not exceed a stipulated percent of the Company's total issued , allotted and outstanding Shares as at the date of transfer of any Treasury Shares to the employee. The Company may impose restrictions on the transfer of such Shares by the employee for a period of no more than two years.

• 10.7 Notwithstanding anything to the contrary contained in Article 10.1 to 10.6, and subject to the Statute, the Memorandum and Articles and the Applicable Public Company Rules, the Company may, with the approval of an Ordinary Resolution, compulsorily redeem or repurchase Shares, provided that such Shares shall be cancelled upon redemption or repurchase and such redemption or repurchase will be effected pro rata based on the percentage of shareholdings of the Members. Payments in respect of any such redemption or repurchase, if any, may be made either in cash or by distribution of specific assets of the Company, as specified in the Ordinary Resolution approving the redemption or repurchase, provided that (a) the relevant Shares will be cancelled upon such redemption or repurchase and will not be held by the Company as Treasury Shares, and (b) where assets other than cash are distributed to the Members, the type of assets, the value of the assets and the corresponding amount of such substitutive distribution shall be (i) assessed by an R.O.C. certified public accountant before being submitted to the Members for approval and (ii) agreed to by the Member who will receive such assets. After the Company has acquired public company status, the foregoing matter shall be made in accordance with the Applicable Public Company Rules as applied to the Company.

11 Employee Incentive Programme

• 11.1 Notwithstanding the provision of Article 8.7 Restricted Shares, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, adopt incentive programmes and may issue Shares or options, warrants or other similar instruments, to employees of the Company and its Subsidiaries. The rules and procedures governing such incentive programme(s) shall be in accordance with policies established by the board

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of Directors from time to time in accordance with the Statute, the Memorandum and the Articles. After the Company has acquired public company status, the foregoing matter shall be made in accordance with the Applicable Public Company Rules as applied to the Company.

• 11.2 Options, warrants or other similar instruments issued in accordance with Article 11.1 above are not transferable save by inheritance.

• 11.3 The Company may enter into relevant agreements with employees of the Company and the employees of its Subsidiaries in relation to the incentive programme approved pursuant to Article 11.1 above, whereby employees may subscribe, within a specific period of time, a specific number of the Shares. The terms and conditions of such agreements shall be no less restrictive on the relevant employee than the terms specified in the applicable incentive programme.

• 11.4 Directors of the Company and its Subsidiaries shall not be eligible for the employee incentive programmes under Article 8.7 or this Article 11, provided that directors who are also employees of the Company or its Subsidiaries may participate in an employee incentive programme in their capacity as an employee (and not as a director of the Company or its Subsidiaries).

12 Variation of Rights of Shares

• 12.1 If at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class, unless otherwise provided by the terms of issue of the Shares of that class, may, whether or not the Company is being wound up, be varied with the sanction of a Special Resolution passed at a general meeting of the holders of the Shares of that class. Notwithstanding the foregoing, if any modification or alteration in the Articles is prejudicial to the preferential rights of any class of Shares, such modification or alteration shall be adopted by a Special Resolution and shall also be adopted by a Special Resolution passed at a separate meeting of holders of that class of Shares.

• 12.2 The relevant provisions of the Articles relating to general meetings shall apply to every class meeting of the holders of the same class of the Shares.

• 12.3 The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

13 Transmission of Shares

• 13.1 If a Member dies, the survivor or survivors where he/she was a joint holder, or his/her legal personal representatives where he/she was a sole holder, shall be the only persons recognised by the Company as having any title to his interest. The estate of a deceased Member is not thereby released from any liability in respect of any Share which had been jointly held by him/her.

• 13.2 Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any way other than by transfer) shall give written notice to the Company and, upon such evidence being produced as may from time to time be required by the board of Directors, may elect, by a notice in writing sent by him/her/it, either to become the holder of such Share or to have some person nominated by him/her/it become the holder of such Share.

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

• 14.1 Subject to the provisions of the Statute, the Applicable Public Company Rules and the Articles, the Company may by Special Resolution:

• (a) change its name;

• (b) alter or add to these Articles;

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• (c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;

• (d) reduce its share capital and any capital redemption reserve fund; and

• (e) increase its authorised share capital or cancel any Shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person, provided that in the event of any change to its authorised share capital, the Company shall also procure the amendment of its Memorandum by the Members at a general meeting to reflect such change.

• 14.2 Subject to the provisions of the Statute, the Applicable Public Company Rules, the Articles and unless otherwise provided under Article 14.6, the Company shall by a Supermajority Resolution:

• (a) sell, transfer or lease of whole business of the Company or other matters which has a material effect on the Members’ rights and interests;

• (b) discharge or remove any Director;

• (c) approve any action by any Director(s) who is engaging in business for himself/herself/itself or on behalf of another person that is within the scope of the Company's business;

• (d) effect any capitalization of distributable Dividends and/or bonuses and/or any other amount prescribed under Article 35 hereof;

• (e) distribute its Capital Reserve, in whole or in part, by issuing new shares which shall be distributable as dividend shares to its original shareholders in proportion to the number of shares being held by each of them or by cash in accordance with Article 34.2 hereunder.

• (f) effect any Merger (other than a Short-form Merger) or Spin-off (other than a Short-form Spinoff) provided that any Merger which falls within the definition of “merger and/or consolidation” under the Statute shall also be subject to the requirements of the Statute;

• (g) enter into, amend, or terminate any agreement for lease of the Company's whole business, or for entrusted business, or for frequent joint operation with others;

• (h) transfer its business or assets, in whole or in any essential part, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company; and

• (i) acquire or assume the whole business or assets of another person, which has material effect on the Company’s operation.

• 14.3 Subject to the provisions of the Statute, the Articles, and the Applicable Public Company Rules, with regard to the dissolution procedures of the Company, the Company shall pass

• (a) a Supermajority Resolution, if the Company resolves that it be wound up voluntarily because it is unable to pay its debts as they fall due; or

• (b) a Special Resolution, if the Company resolves that it be wound up voluntarily for reasons other than the reason stated in Article 14.3(a) above.

• 14.4 When the Company returns share capital according to the Statute, and the Articles, the share capital shall be returned in proportion to the shareholdings of the Members.

• 14.5 Subject to the provisions of the Statute and the Articles, if the Company intends to return share capital by assets other than cash, the asset to be returned and the amount to be deducted shall be

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approved by general meetings and consented to by the Members who will receive such asset, provided that the asset to be returned and the amount to be deducted shall be audited by the certified R.O.C. public accountant before they are submitted by the board of Directors for general meetings’ resolution. After the Company has acquired public company status, the foregoing matter shall be made in accordance with the Applicable Public Company Rules as applied to the Company.

• 14.6 Subject to the provisions of the Statute and the Applicable Public Company Rules, the Company shall not, without passing a resolution adopted by not less than two-thirds of votes cast by such Members representing the total number of issued Shares at a general meeting:

• (a) enter into a Merger, in which the Company is not the surviving company and is proposed to be struck-off and thereby dissolved, which results in a delisting of the Shares on the TWSE, and the surviving or newly incorporated company is a Non TWSE-Listed or TPEx-Listed Company;

• (b) make a general transfer of all the business and assets of the Company, which results in a delisting of the Shares on the TWSE, and the assigned company is a Non TWSE-Listed or TPEx-Listed Company;

• (c) be acquired by another company as its wholly-owned subsidiary by means of a Share Exchange, which results in a delisting of the Shares on the TWSE, and the acquirer is a Non TWSE-Listed or TPEx-Listed Company; or

• (d) carry out a Spin-off, which results in a delisting of the Shares on the TWSE, and the surviving or newly incorporated spun-off company is a Non TWSE-Listed or TPEx-Listed Company.

15 Registered Office

• Subject to the provisions of the Statute, the Company may by resolution of the board of Directors change the location of its Registered Office in the Cayman Islands.

16 General Meetings

• 16.1 All general meetings other than annual general meetings are extraordinary general meetings.

• 16.2 After the Company has acquired public company status, the Company shall hold a general meeting as its annual general meeting within six months following the end of each fiscal year, and shall specify the meeting as such in the notices calling it. At these meetings, the report of the Directors (if any) shall be presented.

• 16.3 The Company shall hold an annual general meeting every year.

• 16.4 The general meetings shall be held at such time and place as the Directors shall decide provided that unless otherwise provided by the Statute or this Article 16.4, the general meetings shall be held in Taiwan in the event the Company has acquired public company status. For general meetings to be held outside Taiwan, after the Company has acquired public company status, the Company shall apply with TWSE or TPEx to obtain its approval within two days after the board of Directors resolves to call a general meeting or within two days after the shareholder(s) obtain(s) the approval from competent authorities to convene the same. In addition, where a general meeting is to be held outside Taiwan, the Company shall engage a professional securities agent in Taiwan to handle the administration of such general meeting (including but not limited to the handling of the voting of proxies submitted by Members).

• 16.5 The board of Directors may call general meetings, and they shall on a Member’s requisition pursuant to Article 16.6 proceed to convene an extraordinary general meeting of the Company.

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• 16.6 Member(s) who are entitled to submit a Member’s requisition as provided in the preceding Article 16.5 are Member(s) of the Company holding at the date of deposit of the requisition not less than 3% of the total number of the outstanding Shares at the time of requisition and whose Shares shall have been held by such Member(s) for at least one year.

• 16.7 The requisition must state in writing the matters to be discussed at the extraordinary general meeting and the reason therefor and must be signed by the requisitionists and duly delivered to the Company , and may consist of several documents in like form each signed by one or more requisitionists.

• 16.8 If the board of Directors do not within fifteen days from the date of the delivery of the requisition dispatch the notice of an extraordinary general meeting, the requisitionists may themselves convene an extraordinary general meeting in accordance with the Applicable Public Company Rules.

• 16.9 Member(s) holding more than 50% of the total number of the outstanding Shares for at least three month may themselves convene an extraordinary general meeting. The period and the number of Shares held shall be determined based on the shareholding on the book closing date.

• 16.10 The Independent Director of the Audit Committee may convene a general meeting in the event that the board of Directors fails or cannot convene a general meeting, or for the benefit of the Company when necessary.

17 Notice of General Meetings

• 17.1 Before the Company has acquired public company status, a notice in writing of a general meeting shall be given to all members as at the record date for the notice, at least fourteen days prior to the meeting, provided that:

• (a) An extraordinary general meeting may be called by shorter notice (but not shorter than two days) if so agreed by a member or members (or their proxies or representatives) holding in the aggregate, as at the record date for the meeting, shares representing at least seventy-five percent of the outstanding shares of the Company;

• (b) An annual general meeting or an extraordinary general meeting may be held without notice and without observing any of the requirements or provisions of these Articles concerning general meetings if so agreed by all the members (or their proxies or representatives) of the Company;

And agreements for the purposes of the foregoing paragraphs (a) or (b) may be reached before, during or within thirty days after the meeting concerned.

In the event the Company has acquired public company status, at least thirty days' notice to each Member shall be given of any annual general meeting, and at least fifteen days' notice to each Member shall be given of any extraordinary general meeting. The Company may make a public announcement of a notice of general meeting to Members holding less than 1,000 Shares instead of delivering the same to each Member. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned, or be given via electronic means if agreed thereon by the Members, or be given in such other manner as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed by all the Members (or their proxies) entitled to attend such general meeting.

• 17.2 Before the Company has acquired public company status, the accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any Member entitled to receive notice shall not invalidate the proceedings of that general meeting.

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• 17.3 After the Company has acquired public company status, the Company shall, at least thirty days prior to any annual general meeting, or at least fifteen days prior to any extraordinary general meeting (as the case may be), make public announcement of the notice of such general meeting, instrument of proxy, the businesses and their explanatory materials of any sanction, discussion, election or removal of Directors and transform such information into electronic format and transmit the same to the Market Observation Post System in accordance with the Applicable Public Company Rules. If the voting power in any general meeting will be exercised by way of a written ballot, the written ballot and the aforementioned information of such general meeting shall together be delivered to each Member. The Directors shall prepare a meeting handbook of relevant general meeting and supplemental materials in accordance with the Applicable Public Company Rules at least twentyone days prior to any general meeting (or at least fifteen days prior to any extraordinary general meeting), send to or make it available for the Members and transmit the same to the Market Observation Post System

• 17.4 The Company shall prepare a meeting handbook of the relevant general meeting and supplemental materials available for inspection by the Members, which will be placed at the office of the Company and the Company’s securities agent, distributed at the meeting venue, and transmitted to the Market Observation Post System within the period required by the Applicable Public Company Rules.

• 17.5 Matters pertaining to

(a) election or discharge of Directors,

(b) alteration of the Articles,

(c) reduction of capital,

(d) application of ceasing public offering,

(e) (i) dissolution, Merger (other than a Short-form Merger), Share Exchange (other than a Shortform Share Exchange) or Spin-off (other than a Short-form Spin-off), (ii) entering into, amending, or terminating any contract for lease of the Company's business in whole, or the delegation of management of the Company’s business to others or the regular joint operation of the Company with others, (iii) transfer of the whole or any material part of the business or assets of the Company, (iv) acceptance of the transfer of the whole business or assets of another person, which has a material effect on the business operation of the Company, and

(f) ratification of an action by Director(s) who engage(s) in business for himself/herself/itself or on behalf of another person that is within the scope of the Company's business,

(g) distribution of the whole or a part of the dividend and bonus of the Company in the form of new Shares,

(h) distribution of the legal reserve and the Capital Reserve derived from the issuance of new shares at a premium or from endowments received by the Company to shareholders in the form of new Shares or cash, and

(i) the Private Placement of any equity-type securities issued by the Company,

shall be indicated in the notice of general meeting, with a summary of the material content to be discussed, and shall not be brought up as an ad hoc motion, and the material content may be placed on the website specified by the R.O.C. securities competent authorities or the Company, t and the website address shall be indicated in the notice.

• 17.6 The board of Directors shall keep the Articles, minutes of general meetings, financial statements, the Register of Members, and the counterfoil of any corporate bonds issued by the Company at the office of the Company’s registrar (if applicable) and the Company’s securities agent located in Taiwan.

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The Members may request, from time to time, by submitting document(s) evidencing his/her interests involved and indicating the designated scope of the inspection, access to inspect, review or make handwritten or mechanical copies of the foregoing documents, and the Company shall request its securities agent to provide the foregoing documents. If a general meeting is called by the board of Directors or any person(s) other than the board of Directors, the board of Directors or the person(s) who has called the meeting may request the Company or the securities agent to provide the Register of Members.

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

18 Proceedings at General Meetings

• 18.1 No business shall be transacted at any general meeting unless a quorum is present. Unless otherwise provided in the Statute, the Articles and the Applicable Public Company Rules, Members present in person or by proxy, representing more than one-half of the total outstanding Shares, shall constitute a quorum for any general meeting.

• 18.2 The board of Directors shall submit business reports, financial statements and proposals for distribution of profits or covering of losses prepared by it for the purposes of annual general meetings of the Company for ratification or approval by the Members as required by the Applicable Public Company Rules. After ratification or approval by the Members as required by the Statute, the Articles and the Applicable Public Company Rules, the board of Directors shall distribute or make publicly available on the Market Observation Post System the copies of the ratified financial statements and the Company’s resolutions on the allocation and distribution of profits or covering of loss, to each Member.

• 18.3 Subject to the Statute, the Articles, and Applicable Public Company Rules, if a quorum is not present at the time appointed for the general meeting, the chairman may adjourn the general meeting to a later time, provided, however, that the maximum number of times a general meeting may be adjourned shall be no more than two and the total time adjourned shall not exceed one hour. If the general meeting has been adjourned twice, but at the adjourned general meeting a quorum is still not present, the chairman shall declare the general meeting is dissolved, and if it is still necessary to convene a general meeting, it shall be reconvened as a new general meeting in accordance with the Articles.

• 18.4 If a general meeting is called by the board of Directors, the chairman of the board of Directors shall preside as the chair of such general meeting. In the event that the chairman is on a leave of absence, or is unable to exercise his powers and authorities, the vice chairman of the board of Directors shall act in lieu of the chairman. If there is no vice chairman of the board of Directors, or if the vice chairman of the board of Directors is also on leave of absence, or cannot exercise his powers and authorities, the chairman shall designate a Director to chair such general meeting. If the chairman does not designate a proxy or if such chairman’s proxy cannot exercise his powers and authorities, the Directors who are present at the general meeting shall elect one from among themselves to act as the chair at such general meeting in lieu of the chairman. If a general meeting is called by any person(s) other than the board of Directors, the person(s) who has called the meeting shall preside as the chair of such general meeting; and if there is more than one person who has called a general meeting, such persons shall elect one from among themselves to act as the chair of such general meeting.

• 18.5 A resolution put to the vote of the meeting shall be decided on a poll. In computing the required majority, regard should be had to the number of votes to which each Member is entitled by the Articles.

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• 18.6 In the case of an equality of votes, the chairman shall not be entitled to a second or casting vote.

• 18.7 Nothing in the Articles shall prevent any Member from issuing proceedings in a court of competent jurisdiction for an appropriate remedy in connection with the improper convening of any general meeting or the improper passage of any resolution. The Taipei District Court, R.O.C., shall be the court of the first instance for adjudicating any disputes arising out of the foregoing.

• 18.8 Unless otherwise expressly required by the Statute, the Articles or the Applicable Public Company Rules, any matter which has been presented for resolution, approval, confirmation or adoption by the Members at any general meeting may be passed by an Ordinary Resolution.

• 18.9 Subject to the Applicable Public Company Rules, Member(s) holding 1% or more of the total number of issued, allotted, and outstanding Shares immediately prior to the relevant closing of the Register of Members may propose to the Company proposal(s) for discussion at an annual general meeting in writing or by means of electronic transmission to the extent and in accordance with the rules and procedures of general meetings proposed by the Directors and approved by an Ordinary Resolution. Other than the following situation, proposals proposed by Member(s) shall be included in the agenda by the board of Directors where (a) the proposing Member(s) holds less than 1% of the total number of outstanding Shares, (b) where the matter of such proposal may not be resolved by a general meeting, (c) the proposing Member has proposed more than one proposal, (d) such proposal contains more than 300 words, or (e) such proposal is submitted past the deadline announced by the Company for accepting the Member’s proposals; provided that the proposal(s) proposed by Member(s) is intended to improve the public interest or fulfil its social responsibilities of the Company, the board of Director may include such proposal(s) in the agenda.

• 18.10 Unless the Company has acquired public company status, a resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.

19 Votes of Members

• 19.1 Subject to any rights or restrictions attached to any Shares, every Member who is present in person or by proxy shall have one vote for every Share of which he is the holder.

• 19.2 No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of Shares unless he is registered as a Member on the record date for such meeting and all calls or other monies then payable by him to the Company in respect of Shares have been paid.

• 19.3 Any objection raised to the qualification of any voter by a Member having voting rights shall be referred to the chairman who shall decide in accordance with the applicable laws.

• 19.4 Votes may be cast either personally or by proxy. A Member may appoint only one proxy under one instrument to attend and vote at a meeting.

• 19.5 A Member holding more than one Share is required to cast the votes in respect of his Shares in the same way on any resolution; provided that a Member who holds Shares for the benefit of others may, to the extent permissible by the provisions of the Statute, cast the votes of the Shares in different ways in accordance with the Applicable Public Company Rules.

• 19.6 Before the Company has acquired public company status, the Directors may determine in their discretion that the voting power of a Member at such general meeting may be exercised by way of a written ballot or by way of an electronic transmission. If a general meeting is to be held in Taiwan after the Company has acquired public company status, when convening a general meeting, the Company shall permit the Members to vote by way of an electronic transmission as one of the

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methods of exercising voting power as well as voting by way of a written ballot. If a general meeting is to be held outside of the R.O.C., the methods by which Members are permitted to exercise their voting power shall include voting by way of a written ballot or voting by way of an electronic transmission. Where these methods of exercising voting power are to be available at a general meeting, they shall be described in the general meeting notice given to the Members in respect of the relevant general meeting, and the Member voting by written ballot or electronic transmission shall submit such vote to the Company two days prior to the date of the relevant general meeting. . In case that there are duplicate submissions, the first received by the Company shall prevail. A Member exercising voting power by way of a written ballot or by way of an electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to exercise his or her voting right at such general meeting in accordance with the instructions stipulated in the written or electronic document; provided, however, that such appointment shall be deemed not to constitute the appointment of a proxy for the purposes of the Applicable Public Company Rules. The chairman, acting as agent of a Member, shall not exercise the voting right of such Member in any way not stipulated in the written or electronic document, nor exercise any voting right in respect of any resolution revised at the meeting or any impromptu proposal at the meeting. A Member voting in such manner shall be deemed to have waived notice of, and the right to vote in regard to, any ad hoc resolution or amendment to the original agenda items to be resolved at the said general meeting. Should the chairman not observe the instructions of a Member in exercising such Member's voting right in respect of any resolution, the Shares held by such Member shall not be included in the calculation of votes in respect of such resolution but shall nevertheless be included in the calculation of quorum for the meeting.

• 19.7 A Member who has submitted a vote by written ballot or electronic transmission pursuant to Article 19.6 may, at least two days prior to the date of the relevant general meeting, revoke such vote by written ballot or electronic transmission and such revocation shall constitute a revocation of the proxy deemed to be given to the chairman of the general meeting pursuant to Article 19.6. If a Member who has submitted a written ballot or electronic transmission pursuant to Article 19.6 does not submit such a revocation before the prescribed time, the proxy deemed to be given to the chairman of the general meeting pursuant to Article 19.6 shall not be revoked and the chairman of the general meeting shall exercise the voting right of such Member in accordance with that proxy.

• 19.8 If, subsequent to submitting a written ballot or electronic transmission pursuant to Article 19.6, a Member submits a proxy appointing a person of the general meeting as his proxy to attend the relevant general meeting on his behalf, then the subsequent appointment of that person as his proxy shall be deemed to be a revocation of such Member’s deemed appointment of the chairman of the general meeting as his proxy pursuant to Article 19.6.

20 Proxies

• 20.1 An instrument of proxy shall be in writing, and be personally signed or sealed under the hand of the appointor, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company.

• 20.2 In addition to any restrictions provided by the Statute, the Articles and the Applicable Public Company Rules, obtaining an instrument of proxy for attendance of general meetings shall be subject to the following conditions:

• (a) the instrument of proxy shall not be obtained in exchange for money or any other interest, provided that this provision shall not apply to souvenirs for a general meeting distributed on behalf of the Company or reasonable fees paid by the Solicitor to any person mandated to handle proxy solicitation matters;

• (b) the instrument of proxy shall not be obtained in the name of others; and

• (c) an instrument of proxy obtained through solicitation shall not be used as a non-solicited instrument of proxy for attendance of a general meeting.

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• 20.3 After the Company has acquired public company status, except for the securities agent, a person shall not act as the proxy for more than thirty Members. Any person acting as proxy for three or more Members shall submit to the Company or its securities agent (a) a statement of declaration declaring that the instruments of proxy are not obtained for the purpose of soliciting on behalf of himself/herself or others; (b) a schedule showing details of such instruments of proxy; and (c) the signed or sealed instruments of proxy, in each case, five days prior to the date of the general meeting.

• 20.4 The Company may mandate a securities agent to act as the proxy for the Members for any general meeting provided that no resolution in respect of the election of Directors is proposed to be voted upon at such meeting. Matters authorized under the mandate shall be stated in the instructions of the instruments of proxy for the general meeting concerned. A securities agent acting as the proxy shall not accept general authorisation from any Member, and shall, within five days after each general meeting of the Company, prepare a compilation report of general meeting attendance by proxy comprising the details of proxy attendance at the general meeting, the status of exercise of voting rights under the instrument of proxy, a copy of the contract, and other matters as required by the R.O.C. securities competent authorities, and maintain the compilation report available at the offices of the securities agent.

• 20.5 Except for a Member appointing the chairman of a general meeting as his proxy through written ballot or electronic transmission in the exercise of voting power pursuant to Article 19.6, or for trust enterprises organized under the laws of the R.O.C. or a securities agent approved pursuant to the Applicable Public Company Rules, in the event a person acts as the proxy for two or more Members, the sum of Shares entitled to be voted as represented by such proxy shall be no more than 3% of the total outstanding voting Shares immediately prior to the relevant closing of the Register of Members; any vote in respect of the portion in excess of such 3% threshold shall not be counted . For the avoidance of doubt, the number of the Shares to be represented by a securities agent mandated by the Company in accordance with Article 20.4 shall not be subject to the limit of 3% of the total number of the outstanding voting Shares set forth herein.

• 20.6 The Shares represented by a person acting as the non-solicited proxy for three or more Members shall not be more than four times of the number of Shares held by such person and shall not exceed 3% of the total number of the outstanding Shares.

• 20.7 In the event that a Member exercises his/her/its voting power by means of a written ballot or by means of electronic transmission and has also authorized a proxy to attend a general meeting, then the voting power exercised by the proxy at the general meeting shall prevail. In the event that any Member who has authorised a proxy to attend a general meeting later intends to attend the general meeting in person or to exercise his/her/its voting power by way of a written ballot or electronic transmission, he/she/it shall, at least two days prior to such general meeting, serve the Company with a separate notice revoking his/her/its previous appointment of proxy. Votes by way of proxy shall remain valid if the relevant Member fails to revoke his appointment of such proxy before the prescribed time.

• 20.8 Each Member is only entitled to execute one instrument of proxy to appoint one proxy. The instrument of proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the general meeting, or in any instrument of proxy sent out by the Company not less than five days before the time for holding the general meeting or adjourned general meeting at which the person named in the instrument proposes to vote. In case that there are duplicate instruments of proxy received from the same Member by the Company, the first instrument of proxy received by the Company shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous instrument of proxy in the later-received instrument of proxy.

• 20.9 The instrument of proxy shall be in the form approved by the Company and be expressed to be for a particular general meeting only. The form of proxy shall include at least the following information: (a) instructions on how to complete such proxy, (b) the matters to be voted upon pursuant to such proxy, and (c) basic identification information relating to the relevant Member, proxy and the Solicitor (if any). The form of proxy shall be provided to the Members together with the relevant

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notice for the relevant general meeting, and such notice and proxy materials shall be distributed to all Members on the same day.

• 20.10 At a general meeting, each instrument of proxy for such meeting shall be tallied and verified by the Company's securities agent or any other mandated securities agent prior to the time for holding the general meeting. The following matters should be verified:

• (a) whether the instrument of proxy is printed under the authority of the Company;

• (b) whether the instrument of proxy is signed or sealed by the appointing Member; and

• (c) whether the Solicitor or proxy (as the case may be) is named in the instrument of proxy and whether the name is correct.

• 20.11 The material contents required to be stated in the instruments of proxy, the meeting handbook or other supplemental materials of such general meeting, the written documents and advertisement of the Solicitor for proxy solicitation, the schedule of the instruments of proxy, the proxy form and other documents printed and published under the authority of the Company shall not contain any false statement or omission.

• 20.12 Votes given in accordance with the terms of an instrument of proxy shall be valid unless notice in writing was received by the Company at the Registered Office or at such other place as is specified for that purpose in the notice convening the general meeting, or in any instrument of proxy sent out by the Company, at least two days prior to the commencement of the general meeting, or adjourned general meeting at which it is sought to use the proxy. The notice must set out expressly the reason for the revocation of the proxy, whether due to the incapacity or the lack in authority of the principal at the time issuing the proxy or otherwise.

• 20.13 A Member who has appointed a proxy shall be entitled to make a request to the Company or its securities agent for examining the way in which his instrument of proxy has been used, within seven days after the relevant general meeting.

• 20.14 If a general meeting is to be held outside of the R.O.C. after the Company has acquired public company status, the Company shall engage a professional securities agent within the R.O.C. to handle the voting by the Members.

21 Proxy Solicitation

Subject to the provisions of the Statute and the Articles, matters regarding the solicitation of proxies shall be handled in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies of the R.O.C.

22 Dissenting Member’s Appraisal Right

• 22.1 In the event any of the following resolutions is adopted at a general meeting, any Member who has notified the Company in writing of his/her/its objection to such a resolution prior to such meeting and has raised again his/her/its objection at such meeting, may request the Company to repurchase all of his/her/its Shares at the then prevailing fair price:

• (a) The Company enters into, amends, or terminates any agreement for lease of the Company's business in whole, or for the delegation of management of the Company’s business to other or for the regular joint operation of the Company with others;

• (b) The Company transfers the whole or a material part of its business or assets, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company; or

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• (c) The Company accepts the transfer of the whole business or assets of another person, which has a material impact on the Company’s business operations.

• 22.2 Unless otherwise provided by the Applicable Public Company Rules, in the event any part of the Company’s business is Spun Off (other than a Short-form Spin-off) or involved in any Merger (other than a Short-form Merger) or involved in any Share Exchange (other than a Short-form Share Exchange) with any other company, the Member, who has expressed his/her/its objection therefor, in writing or verbally with a record before or during the general meeting and forfeited his/her/its voting right provided, may request the Company to repurchase all of his/her Shares at the then prevailing fair price. In the event of a Short-form Merger, a Short-form Spin-off or a Short-form Share Exchange where at least 90% of the voting power of the outstanding shares of the Company are held by the other company participating in such Merger, Spin-off or Share Exchange, the Company shall deliver a notice to each Member immediately after the resolution of board of directors approving such Short-form Merger, Short-form Spin-off or Short-form Share Exchange and such notice shall state that any Member who expressed his/her/its objection against the Short-form Merger, Short-form Spin-off or Short-form Share Exchange within the specified period pursuant to the Applicable Public Company Rules may submit a written objection requesting the Company to repurchase all of his/her/its Shares at the then prevailing fair value of such Shares.

• 22.3 The request prescribed in the preceding two Articles shall be delivered to the Company in writing, stating therein the types and numbers of Shares requested to be repurchased, within the specified period pursuant to the Applicable Public Company Rules after the date of the relevant resolution. In the event the requesting Member and the Company have reached an agreement in regard to the purchase price of the Shares held by such Member (the “ appraisal price ”), the Company shall pay such price within ninety days after the date on which the resolution was adopted. In the event the Company and the requesting Member fail to reach the agreement with respect to the appraisal price within sixty days after the resolution date, the Company shall apply to any competent R.O.C. court against all the requesting Members as the opposing party within thirty days after the expiry of the sixty-day period for a ruling on the appraisal price, and such ruling by such R.O.C. court shall be binding and conclusive as between the Company and requested Member solely with respect to the appraisal price.

• 22.4 The payment of appraisal price and the delivery of Share Certificates shall comply with the Applicable Public Company Rules.

23 Corporate Members

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

24 Shares that May Not be Voted

• 24.1 Shares in the Company that are held by such Company (including held through such Company’s Subsidiaries) shall not vote, directly or indirectly, at any general meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

• 24.2 A Member who has a personal interest in any matter discussed at a general meeting, which interest may be in conflict with those of the Company, shall abstain from voting such Member’s Shares in regard to such matter but such Shares shall be counted in for calculating the number of Shares of the Members present at such general meeting for the purposes of determining the quorum. The aforementioned Member shall also not vote on behalf of any other Member.

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• 24.3 If a Director creates or has created security over any Shares held by such Director, such Director shall notify the Company of such security. If at any time the number of the pledged Shares held by a Director exceeds half of the Shares held by such Director at the time of his appointment, then the voting rights attached to the Shares held by such Director at such time shall be reduced, such that the Shares over which security has been created which are in excess of half of the Shares held by such Director at the date of his appointment shall not carry voting rights and shall not be counted in the number of votes casted by the Member at a general meeting.

25 Directors

• 25.1 There shall be a board of Directors consisting of no less than five (5) persons and no more than nine (9) persons, including Independent Directors, each of whom shall be appointed to a term of office of three (3) years and is eligible for re-election. The Company may from time to time by resolution of the board of Directors increase or reduce the number of Directors subject to the above number limitation provided that the requirements by relevant laws and regulations (including but not limited to any listing requirements) are met. In the event of any vacancy in the board of Directors or an increase in the number of Directors of the Company, the new Director elected in the general meeting shall fill the vacancy for the residual term of office.

• 25.2 Unless otherwise approved by FSC, not more than half of the total number of Directors can have a spousal relationship or familial relationship within the second degree of kinship with any other Directors.

• 25.3 In the event that the Company convenes a general meeting for the election of Directors and any of the Directors elected does not meet the requirements provided in Article 25.2 hereof, the nonqualifying Director(s) who was elected with the fewest number of votes shall be deemed not to have been elected, to the extent necessary to meet the requirements provided in Article 25.2 hereof. Any person who has already served as Director but is in violation of the aforementioned requirements shall be removed from the position of Director automatically.

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

• 25.5 Independent Directors shall have professional knowledge and shall maintain independence in discharging their directorial duties, and shall not have any direct or indirect interests in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions, and assessment of independence with respect to Independent Directors shall be governed by the Applicable Public Company Rules.

• 25.6 Any Member(s) holding 1% or more of the Company’s issued Shares for at least 6 months may in writing request the Independent Directors of the Audit Committee to bring action against the Directors on behalf of the Company in a court of competent jurisdiction as the court of first instance. If the Independent Directors fail to bring such action within thirty days after the request by the Member, such Member may bring the action in a court of competent jurisdiction as the court of first instance in the name of the Company.

26 Powers of Directors

• 26.1 Subject to the provisions of the Statute, the Articles, the Applicable Public Company Rules and to any directions given by Ordinary Resolution, Special Resolution or Supermajority Resolution, the business of the Company shall be managed by the board of Directors who may exercise all the powers of the Company. No alteration of the Articles and no such direction shall invalidate any prior act of the board of Directors which would have been valid if that alteration had not been made

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or that direction had not been given. A duly convened meeting of the board of Directors at which a quorum is present may exercise all powers exercisable by the board of Directors.

• 26.2 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the board of Directors shall determine by resolution.

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

• 26.4 The Company may purchase liability insurance for Directors and the board of Directors shall determine the terms of such insurance by resolution, taking into account the standards of the industry in the R.O.C. and overseas.

• 26.5 The Directors shall faithfully carry out their duties with care, and may be held liable for the damages suffered by the Company for any violation of such duty. The Company may by Ordinary Resolution of any general meeting, to the maximum extent legally permissible, demand the Directors, who violate such duties, to disgorge any profit realised from such violation and regard the profits realised as the profits of the Company as if such violation was made for the benefit of the Company. The Directors shall, to the maximum extent legally permissible, indemnify the Company for any losses or damages incurred by the Company if such loss or damage is incurred as a result of a Director’s breach of laws or regulations in the course of performing his duties. The Directors and the Company shall jointly and severally indemnify the third party for any losses or damages incurred by such third party if such loss or damage is incurred as a result of a Director’s breach of laws or regulations in the course of performing his duties. The aforementioned duties of the Directors shall also apply to the managers of the Company.

27 Appointment and Removal of Directors

• 27.1 The Company may by a majority or, if less than a majority, the most number of votes, at any general meeting elect a Director, which vote shall be calculated in accordance with Article 27.2 below. The Company may by Supermajority Resolution remove any Director. Members present in person or by proxy, representing more than one-half of the total outstanding Shares shall constitute a quorum for any general meeting to elect Director(s).

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

• 27.3 The Directors may adopt a candidate nomination mechanism which is in compliance with Applicable Public Company Rules. The rules and procedures for such candidate nomination shall be in accordance with policies proposed by the board of Directors and approved by an Ordinary Resolution

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from time to time, which policies shall be in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules. Such candidate nomination mechanism in compliance with Applicable Public Company Rules shall also be used for elections of Directors and Independent Directors in the event the Company has acquired public company status in accordance with Applicable Public Company Rules.

• 27.4 If a Member is corporate member, the authorised representative of such Member may be elected as Director. If such Member has more than one authorised representative, each of the authorised representatives of such Member may be elected as Directors respectively.

• 27.5 Notwithstanding anything to the contrary in Article 27.1 to 27.4, unless the Company has acquired public company status in accordance with Applicable Public Company Rules, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.

28 Vacation of Office of Director

• 28.1 Notwithstanding anything in the Articles to the contrary, the Company may from time to time remove all Directors from office before the expiration of their term of office and may elect new Directors in accordance with Article 27.1. and unless a resolution of a shareholders’ meeting provides otherwise, all the Directors shall be deemed to have been removed upon such election of new Directors prior to the expiration of such Director's applicable term of office.

• 28.2 In the event of any of the following events having occurred in relation to any Director, the office of such Director shall be vacated automatically:

• (a) he/she/it gives notice in writing to the Company to resign the office of Director;

• (b) he/she/it dies, becomes bankrupt or makes any arrangement or composition with his/her/its creditors generally;

• (c) an order is made by any competent court or official on the grounds that he/she is or will be suffering from mental disorder or is otherwise incapable of managing his/her affairs, or his/her legal capacity is restricted according to the applicable laws;

• (d) he/she/it commits an offence as specified in the Statute for Prevention of Organizational Crimes and is subsequently adjudicated guilty by a final judgment, and the sentence has not been executed, the execution of the sentence has not been completed, or the time elapsed since he/she/it has served the full term of the sentence, the expiration of probation period, or the pardon of such punishment is less than five years;

• (e) he/she/it commits any criminal offence of fraud, breach of trust or misappropriation and is subsequently punished with imprisonment for a term of more than one year, and the sentence has not been executed, the execution of the sentence has not been completed, or the time elapsed since he/she/it has served the full term of such sentence, the expiration of probation period, or the pardon of such punishment is less than two years;

• (f) he/she/it is commits a offence as specified in the Anti-Corruption Act and is subsequently adjudicated guilty by a final judgment, and the sentence has not been executed, the execution of the sentence has not been completed, or the time elapsed since he/she/it has served the full term of such sentence, the expiration of probation period, or the pardon of such punishment is less than two years;

• (g) he/she/it is dishonoured for use of credit instruments, and the term of such sanction has not expired yet;

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• (h) he/she/it is declared bankrupt or is subject to liquidation procedure by a court, and the rights have not been resumed yet;

• (i) he/she has limited legal capacity or is legally incompetent;

• (j) he/she is subject to the commencement of assistance by the court and those orders have not yet been revoked;

• (k) the Members resolve by a Supermajority Resolution that he/she/it should be removed as a Director; (l) after the Company has acquired public company status, during the term of office as a Director (excluding Independent Directors), he/she/it has transferred more than one half of the company's shares being held by him/her/it at the time he/she is elected; or

• (m) subject to the provisions of the Statute, and the Articles or the Applicable Public Company Rules, in the event that he/she/it has, in the course of performing his/her/its duties, committed any act resulting in material damage to the Company or in serious violation of applicable laws and/or regulations or the Memorandum and the Articles, but has not been removed by the Company pursuant to a Supermajority Resolution vote, then any Member(s) holding 3% or more of the total number of issued, outstanding Shares shall have the right, within thirty days after that general meeting, to petition any competent court for the removal of such Director, at the Company’s expense and such Director shall be removed upon the final judgement by such court. For clarification, if a relevant court has competent jurisdiction to adjudicate all of the foregoing matters in a single or a series of proceedings, then, for the purpose of this paragraph (i), final judgement shall be given by such competent court.

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

If any director (excluding Independent Directors) after having been elected and before his/her/its inauguration to the office of Director, has transferred more than one half of the total number of shares of the company he/she/it holds at the time of his/her/its election as such; or had transferred more than one half of the total number of shares he/she/it held within the share transfer prohibition period fixed prior to the convening of a shareholders' meeting, then his/her/its election as a Director shall become invalid.

29 Proceedings of Directors

• 29.1 The quorum for the transaction of the business of the board of Directors may be fixed by the board of Directors and unless so fixed shall be over one half of the total number of Directors elected. If the number of Directors is less than five (5) persons due to the vacation of Director(s) for any reason, the Company shall hold an election of Director(s) to fill the vacancies at the next following general meeting. When the number of vacancies in the board of Directors of the Company is equal to one third of the total number of Directors elected, the board of Directors shall hold, within sixty days, a general meeting of Members to elect succeeding Directors to fill the vacancies.

• 29.2 Unless otherwise provided by the Statute, the Articles, or the Applicable Public Company Rules, if the number of Independent Directors is less than three due to the vacation of Independent Directors for any reason, the Company shall hold an election of Independent Directors to fill the vacancies at the next following general meeting. Unless otherwise permitted by the Applicable Public Company Rules, if all of the Independent Directors are vacated, the board of Directors shall hold, within sixty days, a general meeting to elect succeeding Independent Directors to fill the vacancies.

• 29.3 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Any motions shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall not have a second or casting vote.

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• 29.4 A person may participate in a meeting of the board of Directors or committee of Directors by video conference. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. The time and place for a meeting of the Directors or committee of Directors shall be at the office of the Company and during business hours or at a place and time convenient to the Directors and suitable for holding such meeting.

• 29.5 The chairman or other authorized officer of the Company may call a meeting of the board of Directors by at least one day’s notice in writing (which may be a notice delivered by facsimile transmission or electronic mail) to every Director which notice shall set forth the general nature of the business to be considered. In the event the Company has acquired public company status in accordance with the Applicable Public Company Rules, unless otherwise permitted by the Applicable Public Company Rules, the chairman of the board shall call a meeting of the board of Director by at least seven days' notice in writing (which may be a notice delivered by facsimile transmission or electronic mail) to every Director. In the event of an urgent situation, a meeting of the board of Directors may be held at any time after notice has been given in accordance with the Applicable Public Company Rules.

• 29.6 The continuing Directors may act notwithstanding any vacancy in other Directors’ office, but if and so long as the number of continuing Directors is below the minimum number of Directors fixed by or pursuant to the Articles, the continuing Directors or Director may act only for the purpose of summoning a general meeting of the Company, but for no other purpose.

• 29.7 The board of Directors shall, by a resolution, establish rules governing the procedure of meeting(s) of the board of Directors and report such rules to a meeting of Members, and such rules shall be in accordance with the Articles and the Applicable Public Company Rules.

• 29.8 Subject to the Statute, with respect to all acts done by any meeting of the board of Directors or of a committee of Directors, notwithstanding that it be afterwards discovered that there was some defect in the election of any Director, or that they or any of them were disqualified, the effectiveness of the acts shall be determined in accordance with the applicable laws.

• 29.9 A Director may be represented at any meetings of the board of Directors by a proxy appointing another director in writing by him/her/it. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

30 Directors' Interests

• 30.1 A Director (except for Independent Director) may hold any other office or place of profit under the Company in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the compensation committee shall present its recommendations to the board of Directors for discussion and approval.

• 30.2 The Directors may be paid remuneration only in cash. The amount of such remuneration shall be recommended by the compensation committee and determined by the board of Directors, and take into account the extent and value of the services provided for the management of the Company and the standards of the industry in the R.O.C. and overseas. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the board of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive salaries in respect of their service as Directors as may be recommended by the compensation committee and determined by the board of Directors, or a combination partly of one such method and partly another, provided that any such determination shall be in accordance with the Applicable Public Company Rules.

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• 30.3 Unless prohibited by the Statute, the Articles or by the Applicable Public Company Rules, a Director may act on behalf of the Company to the extent authorized by the Company. Such Director or his/her/it firm shall be entitled to such remuneration for professional services as if he/she/it were not a Director.

• 30.4 A Director who engages in conduct either for himself/herself/itself or on behalf of another person within the scope of the Company's business, shall disclose to Members, at a general meeting prior to such conduct, a summary of the major elements of such interest and obtain the ratification of the Members at such general meeting by a Supermajority Resolution vote. In case a Director engages in business conduct for himself/herself/itself or on behalf of another person in violation of this provision, the Members may, by an Ordinary Resolution, to the maximum extent legally permissible, require the disgorgement of any and all earnings derived from such act, except when at least one year has lapsed since the realization of such associated earnings.

• 30.5 A Director who has a personal interest in the matter under discussion at a meeting of the Directors shall disclose the material information of such director's interest at the meeting; provided that a Director’s spouse or any second degree blood relatives, or company(s) with controlling and subordinating relationship with a Director, who has a personal interest in the matter under discussion at a meeting, the said Director shall be deemed having a personal interest in such matter. If the interest of such director conflicts with or impairs the interest of the Company, such Director shall not be entitled to vote nor exercise voting rights on behalf of another Director; the voting right of such Director who cannot vote or exercise any voting right as prescribed above shall not be counted in the number of votes of Directors present at the board meeting. Where proposals are under consideration concerning a proposed merger and acquisition by the Company, a Director who has a personal interest in the proposed transaction shall disclose at the meeting of the board of Directors and the general meeting the nature of such director's personal interest and the reason(s) for the approval or objection to the proposed resolution.

31 Minutes

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

32 Delegation of Directors' Powers

• 32.1 Subject to the Applicable Public Company Rules, the Directors may delegate any of their powers to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him/her/it provided that the appointment of a managing director shall be revoked forthwith if he/she/it ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Unless otherwise provided by the Statute or the Applicable Public Company Rules, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

• 32.2 The Directors may establish any committees or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees. Any such appointment may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of any such committee shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

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• 32.3 The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

• 32.4 The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.

• 32.5 The Directors shall appoint a chairman and may appoint such other officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer may be removed by resolution of the Directors.

• 32.6 Notwithstanding anything to the contrary contained in this Article 32.1 to 32.9, unless otherwise permitted by the Applicable Public Company Rules, the Directors shall establish an audit committee comprised of all of the Independent Directors, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise. A resolution of the audit committee shall be passed by one-half or more of all members of such committee. The rules and procedures of the audit committee shall be in accordance with policies proposed by the members of the audit committee and passed by the Directors from time to time, which shall be in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules and the instruction of the FSC or TWSE or TPEx (as applicable), if any. The Directors shall, by a resolution, adopt a charter for the audit committee in accordance with these Articles and the Applicable Public Company Rules.

• 32.7 Any of the following matters of the Company shall require the consent of one-half or more of all audit committee members and be submitted to the board of Directors for resolution:

• (a) Adoption or amendment of an internal control system of the Company;

• (b) Assessment of the effectiveness of the internal control system;

• (c) Adoption or amendment of handling procedures for significant financial or operational actions, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees on behalf of others;

• (d) A matter where a Director has a personal interest;

• (e) A material asset or derivatives transaction;

• (f) A material monetary loan, endorsement, or provision of guarantee;

• (g) The offering, issuance, or Private Placement of any equity-type securities;

• (h) The hiring or dismissal of an attesting certified public accountant, or the compensation given thereto;

• (i) The appointment or removal of a financial, accounting, or internal auditing officer;

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• (j) Annual financial reports and second quarter financial reports that shall be audited and attested by a certified R.O.C. public accountant;

• (k) Any other matters so determined by the Company from time to time or required by any competent authority overseeing the Company; and

• (l) Any other matters in accordance with the Applicable Public Companies Rules.

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

• 32.8 The Directors shall establish a compensation committee in accordance with the Applicable Public Company Rules. The number of members of the compensation committee, professional qualifications, restrictions on shareholdings and position that a member of the compensation committee may concurrently hold, and assessment of independence with respect to the members of the compensation committee shall comply with the Applicable Public Company Rules. The compensation committee shall comprise of no less than three members, one of which shall be appointed as convener of the compensation committee. The rules and procedures for convening any meeting of the compensation committee shall comply with policies proposed by the members of the compensation committee and approved by the Directors from time to time, provided that the rules and procedures approved by the Directors shall be in accordance with the Statute, the Memorandum, the Articles and the Applicable Public Company Rules and any directions of the FSC or TWSE or TPEx (as applicable). The Directors shall, by a resolution, adopt a charter for the compensation committee in accordance with these Articles and the Applicable Public Company Rules.

• 32.9 The compensation referred in the preceding Article shall include the compensation, salary, stock options and other incentive payment to the Directors and managers of the Company. Unless otherwise specified by the Applicable Public Company Rules, the managers of the Company for the purposes of this Article 32.9 shall mean executive officers as defined by the rules and procedures governing the compensation committee.

33 Seal

• 33.1 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. The use of Seal shall be in accordance with the use of Seal policy adopted by the Directors from time to time.

• 33.2 The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals, each of which shall be a facsimile of the common Seal of the Company and kept under the custody of a person, who shall register all these Seals on a list, appointed by the Directors, and if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

• 33.3 A person authorized by the Directors may affix the Seal over his signature alone to any document of the Company required to be authenticated by him/her/it under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

34 Dividends, Distributions and Reserve

• 34.1 The Company shall set aside no less than 1% and no more than 10% of its annual profits as bonus to employees of the Company and set side no more than 5% of its annual profits as bonus to Directors, provided however that the Company shall first offset its losses in previous years that have not been previously offset. The distribution of bonus to employees may be made by way of cash or Shares, which may be distributed under an incentive programme approved pursuant to Article 11.1 above.

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The employees under Article 34.1 may include certain employees of the Subsidiaries who meet the conditions prescribed by the Company. The distribution of bonus to employees shall be approved by a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors and shall be reported to the Members at the general meeting. A Director who also serves as an executive officer of the Company and/or its Subsidiaries may receive a bonus in his capacity as a Director and a bonus in his capacity as an employee.

• 34.2 As the Company is in the growing stage, the dividend distribution may take the form of a cash dividend and/or stock dividends and shall take into consideration the Company’s capital expenditures, future expansion plans, and financial structure and funds requirement for sustainable development needs etc. If the Directors determine to distribute profits, the Directors shall prepare the proposal for distribution of profits and such proposal shall be approved by the Members by an Ordinary Resolution at any general meeting. The Directors shall prepare such proposal as follows: (a) the Company shall set aside all taxes that legally required to be paid; and (b) offset its losses in previous years that have not been previously offset (if any); and (c) set aside or reverse a special capital reserve, if one is required, in accordance with the Applicable Public Company Rules or as requested by relevant authorities. Except otherwise stipulated by the applicable laws and the Applicable Public Company Rules, the Directors may propose profit distribution plan in connection with the retained earnings available for distribution (i.e. the net profit after the deduction of the items (a) to (c) above plus the previously cumulative undistributed retained earnings), for approval at the meetings of the shareholders; the distribution of retained earnings may proceed by way of cash dividend or by applying such sum in paying up in full unissued Shares for allotment and distribution credited as fully paid-up pro-rata to the Members. If the Directors determine to distribute profits, the total amount of Dividends shall not be lower than 40% of the net profit of the then current year after deducting the items (a) to (c) above, and provided the total amount of cash dividend to be distributed shall be no lower than 20% of the aggregate dividend distributed to shareholders.

• 34.3 Subject to the Statute and this Article, and the Applicable Public Company Rules, the Directors may declare Dividends and distributions on Shares in issue and authorise payment of the Dividends or distributions out of the funds of the Company lawfully available therefor. No Dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as otherwise permitted by the Statute.

• 34.4 Except as otherwise provided by the rights attached to Shares, all Dividends shall be declared and paid in proportion to the number of Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.

• 34.5 Subject to the Statute, the Articles and the Applicable Public Company Rules, the Directors may deduct from any Dividend or distribution payable to any Member all sums of money (if any) then payable by him to the Company on any account.

• 34.6 Subject to the Statute, the Articles and the Applicable Public Company Rules, the Directors may, after obtaining an Ordinary Resolution, declare that any distribution other than a Dividend be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.

• 34.7 Any Dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or receipt sent through the post directed to the registered address of the holder. Every such cheque or receipt shall be made payable to the order of the person to whom it is sent.

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• 34.8 No Dividend or distribution shall bear interest against the Company.

• 34.9 Subject to the Statute, the Articles and the Applicable Public Company Rules, any Dividend which cannot be paid to a Member and/or which remains unclaimed after six months from the date of declaration of such Dividend may, in the discretion of the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend shall remain as a debt due to the Member. Any Dividend which remains unclaimed after a period of six years from the date of declaration of such Dividend shall be forfeited and shall revert to the Company.

35 Capitalisation

Subject to Article 14.2(d), the Directors may capitalise any sum standing to the credit of any of the Company's reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit such that Shares shall not become distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

36 Tender Offer

After the receipt of the copy of a tender offer application form, the prospectus and relevant documents by the Company or its litigation or non-litigation agent appointed, the board of the Directors shall proceed with the process of the tender offer subject to the Applicable Public Company Rules.

37 Books of Account

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

• 37.2 The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.

• 37.3 The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by the Statute, the Articles and the Applicable Public Company Rules.

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• 37.4 Subject to applicable law, after the Company becomes a public company, minutes and written records of all meetings of Directors, any committees of Directors, and any general meeting shall be made in the Chinese language, and the English translation may be attached. In the event of any inconsistency between the Chinese language version and the relevant English translation, the Chinese language version shall prevail, except in the case where a resolution is required to be filed with the Registrar of Companies of Cayman Islands, in which case the English language version shall prevail.

• 37.5 Subject to the Statute, the instruments of proxy, documents, forms/statements and information in electronic media prepared in accordance with the Articles and relevant rules and regulations shall be kept for at least one year. However, if a Member initiates a lawsuit with respect to such instruments of proxy, documents, forms/statements and/or information mentioned herein, they shall be kept until the conclusion of the litigation if longer than one year.

38 Notices

• 38.1 Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another, is to be sent by airmail.

• 38.2 Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, or telex, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

• 38.3 A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

• 38.4 Notice of every general meeting shall be given in any manner hereinbefore authorised to every person shown as a Member in the Register of Members on the record date for such meeting and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

39 Winding Up

• 39.1 If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the number of the Shares held by them. If in a winding up the assets available for distribution amongst the Members

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shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the number of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

• 39.2 If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Statute and in compliance with the Applicable Public Company Rules, divide amongst the Members in proportion to the number of Shares they hold the whole or any part of the assets of the Company in kind (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

40 Financial Year

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

41 Litigation and Non-Litigation Agent in the R.O.C.

Subject to the provisions of the Statute, the Company shall, by a resolution of the Directors, appoint or remove a natural person domiciled or resident in the territory of the R.O.C. to be its litigation and non-litigation agent in the R.O.C., pursuant to the Applicable Public Company Rules, and under which the litigation and non-litigation agent shall be the responsible person of the Company in the R.O.C. The Company shall report such appointment and any change thereof to the competent authorities in the R.O.C. pursuant to the Applicable Public Company Rules.

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Appendix 2

TST Group Holding Ltd. Rules of Procedure for Shareholders Meetings(before amendments)

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

(Convening shareholders meetings and shareholders meeting notices)

Unless otherwise provided by law or regulation, this Corporation'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 or supervisors, 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 this Corporation 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 or supervisors, amendments to the articles of incorporation, 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 and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, 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.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall

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publicly announce that it will receive shareholder proposals, 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, this Corporation 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 5 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 2 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

(Principles determining the time and place of a shareholders meeting)

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

(Preparation of documents such as the attendance book)

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,

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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

(The chair and non-voting participants of a shareholders meeting)

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 supervisor in person, and at least 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

(Documentation of a shareholders meeting by audio or video)

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 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9

Attendance at 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. 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 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the

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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 1 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

(Discussion of proposals)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the 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 and call for a vote.

Article 11

(Shareholder speech)

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

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

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

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

When a juristic person shareholder appoints two or more representatives to attend a 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.

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Article 12

(Calculation of voting shares and recusal system)

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 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 3 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 shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means (in accordance with the proviso of Article 177-1 of the Company Act regarding companies that shall adopt electronic voting: 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 this Corporation 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 2 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 2 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's 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

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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 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

(Election of directors and supervisors)

The election of directors or supervisors 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 supervisors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 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 results, and shall be retained for the duration of the existence of the Company.

Article 16

(Public disclosure)

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 regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17

(Maintaining order at the meeting place)

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

The chair may direct the proctors or security personnel to help maintain order at the meeting place.

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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

(Recess and resumption of a shareholders meeting)

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

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the 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 5 days in accordance with Article 182 of the Company Act.

Article 19

These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

These Rules governing Shareholders' Meetings were set up on January 9, 2019.

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Appendix 3

Shareholders’ Meeting Proposals:

1. According to Article 18.9 of Articles of Incorporation and Article 3 of Rules of Procedure for Shareholders Meetings, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders’ meeting. A proposal submitted by a shareholder shall be made in writing, and the number of words of proposal submitted shall be limited to 300 words per proposal.

2. The ordinary shareholders’ meeting of the Company held this year accepts the proposal applications from shareholders, and the acceptance period is from April 10, 2020 to April 20, 2020. During such acceptance period, the Company has not received any proposal applications from the shareholders.

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Appendix 4

TST Group Holding Ltd. Shareholdings of All Directors

Appendix 4 TST Group Holding Ltd. Shareholdings of All Directors	Appendix 4 TST Group Holding Ltd. Shareholdings of All Directors	Appendix 4 TST Group Holding Ltd. Shareholdings of All Directors
As of April 18, 2020 Title Name Shareholding Chairman Xingmao Group Holdings Limited Representative: LIN,CHIN-MAO 10,640,000 Director Chia Mei Investment co., Ltd. Representative: TUNG,CHIUNG-SHIUNG 150,000 Director LIN,CHING-WEI 90,000 Director HUNG,HSIANG-MING 80,000 Independent Director LIEN,KING-BIAU 0 Independent Director LEE,KUN-MING 0 Independent Director LIU,HENG-YIH 0 The total shares issued as of April 18, 2020 were 31,500,000 common shares. Note：Directors are required to hold in the aggregate not less than 3,600,000 shares. April 18, 2020, the holding shares of Directors (not including Independent Directors) were 10,960,000 shares.
Title	Name	Shareholding
Chairman	Xingmao Group Holdings Limited Representative: LIN,CHIN-MAO	10,640,000
Director	Chia Mei Investment co., Ltd. Representative: TUNG,CHIUNG-SHIUNG	150,000
Director	LIN,CHING-WEI	90,000
Director	HUNG,HSIANG-MING	80,000
Independent Director	LIEN,KING-BIAU	0
Independent Director	LEE,KUN-MING	0
Independent Director	LIU,HENG-YIH	0
The total shares issued as of April 18, 2020 were 31,500,000 common shares. Note：Directors are required to hold in the aggregate not less than 3,600,000 shares. April 18, 2020, the holding shares of Directors (not including Independent Directors) were 10,960,000 shares.

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