UIS — AGM Information 2020

Aug 21, 2020

Stock No. 2404

漢唐集成股份有限公司

UNITED INTEGRATED SERVICES CO., LTD.

First Extraordinary Shareholders’ Meeting in 2020

Agenda Handbooks

Date: August 6, 2020

Location: Chinatrust Executive House (No.219-2, Sec. 3, Zhongxing Rd., Xindian Dist., New Taipei City)

Table of Contents

One. Meeting procedure …………………………………………………….…….1 Two. Meeting agenda…………..…………………………………………...…..…2 I. Election.......................................……..............……....................................3 II. Other motions..........................................……..…................……..…...….3 III. Temporary motion.........................................…….................………..…..3 Three. Annex Annex I. List of Director Candidates.............................………………...........4 Four. Appendices Appendix I. Rules of Procedure of the Company's Shareholders' Meeting.....5 Appendix II. Articles of Association................................…………………...8 Appendix III. Director Election Measures.............................……………....15 Appendix IV. Directors' Shareholding……….………………...……..….…18

UNITED INTEGRATED SERVICES CO., LTD. Procedures for the first extraordinary shareholders’ meeting in 2020

• I. Meeting in session

• II. Message from the Chairman

• III. Election

• IV. Other motions

• V. Extemporary Motions

• VI. Meeting adjourn

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UNITED INTEGRATED SERVICES CO., LTD. Agenda of the first extraordinary shareholders’ meeting in 2020

Time: August 6, 2020 (Thursday), 9:00AM

Location: Chinatrust Executive House (No.219-2, Sec. 3, Zhongxing Rd., Xindian Dist., New Taipei City)

(I) Call the meeting to order

(II) Message from the Chairman

(III) Election

(1) By-election of directors

(IV) Other motions

(1) Removal of non-competition restrictions on new directors and their representatives

(V) Extemporary Motions

(VI) Meeting adjourn

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I. Election:

Case I: By-election of directors; please proceed. (Proposed by the Board of Directors)

• Explanation: (I) Due to the resignation of the Company’s directors Song Quan Co., Ltd. and Hui-Wen Li and the dismissal of the Company’s director Joseph Li, in order to meet the Company's business needs, it is planned to convene an extraordinary shareholders’ meeting for the by-election of three seats of directors. The term is up to June 11, 2021, the end of the original term.

• (II) According to the provisions of Article 13 of the Articles of Association of the Company, the candidate nomination system is adopted for the election of directors. This election operation shall be handled in accordance with the Company’s “Director Election Measures”.

• (III) The list of director candidates has been confirmed by the board of directors of the company. The list of director candidates is shown in Annex 1 (please see P.5).

Election results:

II. Other Motions:

• Case I: Removal of non-competition restrictions on new directors and their representatives; please make a joint decision. (Proposed by the Board of Directors)

• Explanation: (I) According to Article 209 of the Company Act: "A

  • director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval."

• (II) In order to draw on the expertise and related experience of the directors of the Company, without prejudice to the interests of the Company, it is proposed for the agreement of the extraordinary shareholders' meeting to remove the non-competition restrictions on new directors and their representatives. The contents are as follows:

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Name	Name of company with concurrent job and job title
Yu-an Chen	 Ablerex Electronics Co., Ltd., Director  Z-COM Inc., Director  JG Environmental Technology, Director  ECO Energy Corp., Director

Resolution:

III. Motions

• IV. Meeting adjourn

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Annex I

List of Director Candidates

Director Candidate	1	2	3
Name	Liangyi Investment Co., Ltd.	Yu-an Chen	Joseph Lee
Shareholding	7,173,571 shares	61,000 shares	0 share
Education	Not applicable	 Master of Engineering, Institute of Transportation Engineering, National Chiao Tung University  Bachelor of Science, Department of Communication Engineering, National Chiao Tung University	 Electrical Engineering Department, Taipei Institute of Technology
Experience	Not applicable	 President and Vice Chairman, United Information Co., Ltd.  Director and Supervisor, United Integrated Services Co., Ltd.  Chairman, Ablerex Electronics Co., Ltd.  Chairman, Ablerex Electronics Co., Ltd.	 Chief Technical Officer, United Integrated Services Co., Ltd.
Current position	Not applicable	 Director, Ablerex Electronics Co., Ltd.  Director, Z-COM Inc.  Director, JG Environmental Technology  Director, Eco Energy Corporation	 Chief Technical Officer, United Integrated Services Co., Ltd.

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Appendix I

UNITED INTEGRATED SERVICES CO., LTD. - Rules of Procedure for Shareholders Meetings -

Amended on June 14, 2016 Amended on June 12, 2018 Amended on May 28, 2020

• Article 1 The rules of procedures for the Company’s shareholders meetings, except as otherwise provided by law and regulations, shall be as provided in these Rules.

• Article 2 The so-called “shareholders” in the Rules refers to the shareholders and the proxies of the shareholders.

• Article 3 The attending shareholders are required to wear the attendance cards. The shareholders meeting 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 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.

• Article 4 The Chairman 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 Chairman 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, but the attending shareholders represent one-thirds or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act.

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

• Article 5 Where the shareholders’ meeting is assembled by the Board, the Board shall stipulate the meeting agenda. The related motions

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(including extemporary motions and amendments to the original motions) shall be subject to the voting by poll. The shareholders’ meeting shall progress in accordance of arranged agenda, which can only be changed by the 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 Chairman 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.

• Article 6 When a meeting is in progress, the Chairman may announce a break based on time considerations. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days for the motion that could not be concluded in the meeting without the need of issuing a notice and announcement.

• Article 7 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 Chairman.

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.

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

• Article 8 Every shareholder’s speech to single motion shall be no more than twice, unless the chairperson agrees so, and each speech shall be no more than three minutes.

If the shareholder’s speech violates the rules or exceeds the scope of the agenda item or disturbs the order of the proceeding, the Chairman may stop such act or terminate the speech discretionally or upon the request of other shareholders.

• Article 9 When the Chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chairman may

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announce the discussion closed and call for a vote.

• Article 10 Except as otherwise provided in the Company Act and in the Company’s Articles of Association, 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 Chairman or a person designated by the Chairman shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders.

A shareholder shall be entitled to one vote for each share held, shareholders may have proxies attended the meeting on their behalf.

With the exception of a trust enterprise, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% 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.

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.

• Article 11 Attendance and voting at a shareholders meeting shall be calculated based on the numbers of shares.

• Article 12 The venue for a shareholders meeting shall be in the county or city where the headquarters located, 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.

• Article 13 If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of Board. When the Chairman is on leave or for any reason unable to exercise the powers of the chairman, the Vice Chairman shall act in place of the Chairman. If there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the Chairman shall appoint one of the directors to act as the chairperson. Where the chairperson does not make such a

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designation, the directors shall select from among themselves one person to serve as the chairperson.

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.

• Article 14 The Company may appoint its attorneys, CPA, or related persons retained by it to attend a shareholders meeting. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

• Article 15 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. Where shareholders file a lawsuit according to Article 189 of the Company Act, said video and audio data shall be kept until the resolution of the litigation.

• Article 16 When there is an amendment or an alternative to a proposal, the Chairman 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.

• Article 17 When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. 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.

• Article 18 After an attending shareholder has spoken, the Chairman may respond in person or direct relevant personnel to respond.

• Article 19 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairman, provided that all monitoring personnel shall be shareholders of the Company.

The results of the voting shall be announced on-site at the meeting, and a record made of the vote.

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• Article 20 The Chairman may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.”

• Article 21 If a force majeure event occurs, such as, an air raid alarm, earthquake, fire, etc., the Chairman may rule the meeting temporarily suspended for evacuation and announce the meeting resumed 1 hour after the situation resolved.

• Article 22 The matters not specified in the Rules shall be handled in accordance with the provisions of the Company Act, other relevant law and regulations, and the Articles of Association of the Company.

• Article 23 These Rules and any amendments hereto, shall be implemented after adoption by shareholders meetings.

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Appendix II

UNITED INTEGRATED SERVICES CO., LTD. - Articles of Association -

Chapter I General Provisions

Article 1 The Company is named “UNITED INTEGRATED SERVICES CO., LTD.” according to the organization stipulated in the Company Act.

The Company’s name in English is “UNITED INTEGRATED SERVICES CO., LTD.”

Article 2 The Company's business lines are stated as following:

1. CB01010 Machinery and Equipment Manufacturing.

2. CB01030 Pollution Controlling Equipment Manufacturing.

3. CC01060 Wired Communication Equipment and Apparatus Manufacturing.

4. CC01070 Telecommunication Equipment and Apparatus Manufacturing.

5. CC01080 Electronic Parts and Components Manufacturing.

6. CC01110 Computers and Computing Peripheral Equipments Manufacturing.

7. CE01010 Precision Instruments Manufacturing.

8. CF01011 Medical Materials and Equipment Manufacturing.

9. E101011 Synthesis Construction.

10. E103101 Environmental Protection Construction.

11. E501011 Water Pipe Construction.

12. E599010 Pipe Lines Construction.

13. E601010 Electric Appliance Construction.

14. E602011 Frozen and Air-conditioning Engineering.

15. E603040 Fire Fighting Equipments Construction.

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1. E603050 Cybernation Equipments Construction.

2. E603080 Traffic Signals Construction.

3. E604010 Machinery Installation Construction.

4. E605010 Computing Equipments Installation Construction.

5. E701010 Telecommunications Construction.

6. E701030 Restrained Telecom Radio Frequency Equipments and Materials Construction.

7. EZ05010 Apparatus Installation Construction.

8. F108031 Wholesale of Drugs, Medical Goods.

9. F113010 Wholesale of Machinery.

10. F113030 Wholesale of Precision Instruments.

11. F113050 Wholesale of Computing and Business Machinery Equipment.

12. F113070 Wholesale of Telecom Instruments.

13. F113090 Wholesale of Traffic Signal Equipments and Materials.

14. F113100 Wholesale of Pollution Controlling Equipments.

15. F117010 Wholesale of Fire Fighting Equipments.

16. F118010 Wholesale of Computer Software.

17. F119010 Wholesale of Electronic Materials.

18. F208031 Retail sale of Medical Equipments.

19. F213040 Retail Sale of Precision Instruments.

20. F218010 Retail Sale of Computer Software.

21. F401021 Restrained Telecom Radio Frequency Equipments and Materials Import

22. I103060 Management Consulting Services.

23. I301010 Software Design Services.

24. IF01010 Fire Fighting Equipments Overhauling.

25. IF02010 Electricity Equipments Checking and Maintenance.

26. IG03010 Energy Technical Services.

27. J101050 Sanitary and Pollution Controlling Services.

28. J101060 Wastewater (Sewage) Treatment.

29. JA02010 Electric Appliance and Audiovisual

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Electric Products Repair Shops.

1. JE01010 Rental and Leasing Business.

2. CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing.

3. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

4. Article 3 The Company’s head office is situated in Taipei City and, when necessary, may set up branches locally or overseas upon resolution adopted at the meeting of the Board of Directors.

Article 4 The Company shall make public announcements in the manners referred to in the Company Act and the competent authority's requirements.

Chapter II Shares

Article 5 The Company's authorized capital shall be in the amount of NT$3 billion, divided into 300 million shares, at a par value of NT$10 per share, to be issued in batch. The Board of Directors is authorized to issue the unissued shares in batch, if necessary.

• Article 5-1 The treasury shares purchased by the Company according to law may be transferred to the employees of the controlled or subordinate company who meet certain conditions.

The Company’s employee stock warrants or restrictive shares may be available to the employees of the controlled or subordinate company who meet certain conditions.

When the Company issues stock shares, the employees of the controlled or subordinate company who meet certain conditions are entitled to subscribe shares.

Article 6 The total investment made by the Company may exceed 40% of the Company's paid-in capital, and the Company

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is allowed to make guarantees externally for peers.

Article 7 The stock certificates of the Company shall be nominal and issued after being signed or sealed by the directors on behalf of the Company and after being authenticated by the bank which is competent to certify shares under the laws pursuant to laws.

The shares issued by the Company are exempted from printing stocks, and should be registered with the centralized securities depository institutions.

Article 8 The Company shall suspend the transfer of stocks sixty days prior to the shareholders’ meeting, thirty days prior to the special shareholders’ meeting, or five days prior to the record date for the distribution of dividends, bonuses or other interests.

Chapter III Shareholders Meeting

Article 9 Shareholders meetings include general shareholders meeting and extraordinary shareholders meeting. A general shareholders meeting is held once a year and it shall be convened by the Board of Directors within 6 months after the end of each fiscal year. An extraordinary shareholders meeting is convened when it is necessary.

Article 10 A shareholder who is unavailable to attend a shareholders' meeting in person may appoint a proxy to attend the shareholders' meeting on his behalf, with power of attorney expressly specifying the scope of the authorized powers. It is to be handled in accordance with the provisions of the Company Act and the “Regulations Governing the use of Proxies for Attendance at the Shareholder Meetings of Public Companies” issued by the competent authorities.

Article 11 A shareholder shall be entitled to one voting right for each share held by him/her, unless he meets any

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circumstances referred to in Article 179 of the Company Act.

Article 12 The resolutions of the shareholders meeting, unless otherwise regulated by law, shall be reached with the attendance of the shareholders that represent the majority of the shares issued, and with the consent of the attending shareholders that represent the majority of the voting rights.

Shareholders who exercise their voting rights by electronic means are deemed to be present in person, and their related matters are handled in accordance with the law.

• Chapter IV Director and Audit Committee

• Article 13 The Company shall appoint 7~10 directors including no less than 3 independent directors who shall be no less than one-fifths of the whole directors, serving the term of office for 3 years and eligible for re-election. The nomination system for candidates is adopted in the election of directors. The provisions of the nomination system are handled in accordance with the provisions of Article 192-1 of the Company Act.

• Article 13-1 The board meeting of the Company shall be convened at least once a quarter, and the reasons for the convening shall be clearly stated. The directors shall be notified 7 days in advance, but in case of emergency, the board meeting can be convened at any time. The board meeting notice can be issued in writing or by fax or E-mail.

• Article 14 The Board of Directors shall consist of directors. A Chairman shall be elected from and among the directors upon approval of a majority of the directors presented at a meeting attended by more than two-thirds of the whole directors. The Chairman shall act on behalf of the Company externally. The duties of the Board of

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Directors:

1. Review the long-term business policy.

2. Approve important regulations and contracts.

3. Review the appointment and dismissal of managers.

4. Set up and abolish important branches.

5. Approve budgets and financial reports.

6. Propose to the shareholders meeting the amendment of the Articles of Association, changes in the capital stock, and the dissolution or merger of the company.

7. Propose the proposal of earnings distribution or making up for losses to the shareholders meeting.

8. Decide on other important matters.

Article 15 When the Chairman asks for leave or cannot exercise his powers for any reason, his proxy shall handle the matters in accordance with Article 208 of the Company Act. If the director is unable to attend the board meeting for any reason, he may entrust other directors to act by proxy, but the representative is limited to be entrusted by a director only.

Article 16 For the remunerations of all directors, the Board of Directors is authorized to determine it according to their participation in and contribution to the Company’s operations and by referring to the standards of the industry.

The Company may purchase liability insurance for the directors during their office term according to the liability for the responsibility range.

Chapter V Managers

Article 17 The Company may have one president, and several vice presidents. The appointment, removal and remuneration thereof shall be conducted in accordance with Article 29 of Company Act.

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Chapter VI Accounting

Article 18 The Company shall, at the end of each fiscal year, have the Board of Directors had the following reports prepared and presented to the shareholders meeting for approval: (1) business report (2) financial statements (3) earnings distribution or loss compensation statement.

Article 19 If the Company retains profit at the end of year, it shall contribute 6%~10% thereof as the remuneration to employees. The remuneration may be paid in the form of stock or in cash subject to resolution made by the Board of Directors. The employees include those of parents or subsidiaries of the Company who meet certain specific requirements. Meanwhile, the Company may contribute no more than 2% of said profit as the remuneration to directors subject to the resolution by the Board of Directors. The remuneration to employee and directors shall be reported in the shareholders meeting.

However, when the company still has accumulated losses, it should retain an amount to make up for the loss in advance, and then appropriate remuneration to employees and directors according to the ratio stated in the preceding paragraph.

Article 19-1 The Company’s earnings, if any, should be applied to pay tax and make up for losses, and then appropriate 10% legal reserve. However, when the legal reserve is equivalent to the paid-in capital of the Company, the appropriation of legal reserve could be ceased. In addition, special reserve will be appropriated or reversed according to law and regulations. The remaining amount, if any, plus the accumulated undistributed earnings will be available for distribution according to the proposal of the Board of Directors. The distribution of dividends to the shareholders should be presented in the shareholders

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meeting for resolutions.

Where the earnings referred to in the preceding paragraph are intended to be allocated in cash, the Board of Directors is authorized to allocate the same per special resolution and report it to a shareholders' meeting.

The Company’s dividend policy is based on current and future development plans, considering the investment environment, capital needs, and domestic and international competition, and taking into account the interests of shareholders and other factors, in order to stabilize business development and protect investors’ rights and interests. The dividends to shareholders can be in the form of cash dividend and/or stock dividend; also, the cash dividend is not less than 25% of the total dividend.

Article 19-2 If the Company has no loss, the earnings distribution can be resolved specifically in the shareholders meeting according to the Company Act, which is issuing stock dividend or cash dividend with the legal reserve exceeding 25% of the paid-up capital and all or part of the capital reserve in compliance with the Company Act. When cash dividend is to be distributed, the Board of Directors is authorized to have it distributed with a special resolution reached and have it reported in the shareholders meeting.

Chapter VII Supplementary Clauses

Article 20 Any matters not covered herein shall be implemented in accordance with the Company Act.

Article 21 The Articles were enacted on August 19, 1982. The 1st amendment was made on September 2, 1982. The 2nd amendment was made on February 4, 1983. The 3rd amendment was made on May 18, 1984. The 4th amendment was made on August 12, 1985. The 5th amendment was made on July 1, 1986.

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The 6th amendment was made on November 7, 1986. The 7th amendment was made on July 31, 1987. The 8th amendment was made on October 23, 1987. The 9th amendment was made on November 6, 1987. The 10th amendment was made on June 29, 1988. The 11th amendment was made on March 2, 1990. The 12th amendment was made on October 18, 1990. The 13th amendment was made on December 18, 1990. The 14th amendment was made on October 30, 1991. The 15th amendment was made on June 4, 1994. The 16th amendment was made on October 29, 1994. The 17th amendment was made on November 10, 1994. The 18th amendment was made on April 11, 1995. The 19th amendment was made on May 10, 1997. The 20th amendment was made on May 11, 1998. The 21st amendment was made on June 7, 1999. The 22nd amendment was made on May 26, 2000. The 23rd amendment was made on May 16, 2001. The 24th amendment was made on May 20, 2002. The 25th amendment was made on May 27, 2003. The 26th amendment was made on October 31, 2003. The 27th amendment was made on May 27, 2004. The 28th amendment was made on June 10, 2005. The 29th amendment was made on June 9, 2006. The 30th amendment was made on June 10, 2009. The 31st amendment was made on June 18, 2010. The 32nd amendment was made on June 17, 2014. The 33rd amendment was made on June 16, 2015. The 34th amendment was made on June 14, 2016. The 35th amendment was made on June 22, 2017. The 36th amendment was made on June 12, 2018. The 37th amendment was made on June 19, 2019.

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Appendix III

UNITED INTEGRATED SERVICES CO., LTD. -Director Election Measures-

Date of formulation: June 16, 2015 Date of revision: June 12, 2018

• Article I The Measures are formulated in accordance with the Company Act and the Articles of Association of the company. The election of directors of the company shall be conducted in accordance with the provisions of the Measures.

• Article II The overall deployment of the board of directors shall be considered in the selection and appointment of directors of the company.

• Diversification shall be considered in the composition of the board of directors, and appropriate diversification policies shall be formulated based on the company’s operation, business mode and development needs, including the standards of the following two major aspects:

• I. Basic conditions and values: gender, age, nationality, etc.

• II. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industrial experience.

  • Members of the board of directors shall generally possess the knowledge, skills and quality necessary for the performance of their duties, and their overall abilities shall include the following:

• I. Operational judgment.

• II. Accounting and financial analysis skills.

• III. Management competence.

• IV. Crisis management ability.

• V. Industrial knowledge.

• VI. International market vision.

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VII. Leadership.

VIII. Decision-making capacity.

The election of directors shall be conducted in accordance with the candidate nomination system prescribed in Article 192-1 of the Company Act.

• Article III The election of directors of the company shall be conducted by registered ballot, and the elector’s name registration may be replaced by the shareholder's account number.

• Article IV In the election of directors of the company, each share shall have the same number of voting rights as the number of directors to be elected. The board of directors shall prepare and distribute to each shareholder the number of voting-right ballots equal to the number of directors to be elected. The ballots mentioned above may be for only one person in a centralized manner or distribute among several persons.

• Article V The directors of the company shall be elected according to the quota stipulated in the articles of association of the company. The election of independent directors and non-independent directors shall be conducted at the same time; the number of votes of independent directors and non-independent directors shall be calculated separately, and candidates with more votes are elected as independent directors and non-independent directors in the order of the number of votes. If there are two persons with the same number of votes and the prescribed quota is exceeded, lot drawing shall be used for the persons with the same number of votes; for the person who does not attend the meeting, the lot shall be drawn by the chairman of the meeting.

• Article VI When preparing the ballots, the shareholder’s account number shall be marked on the ballot with the number of rights filled in.

• Article VII At the beginning of the election, the chairman shall appoint a scrutineer and a teller to handle scrutinizing and vote counting.

• Article VIII The ballot box must be checked by the scrutineer in public before voting.

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• Article IX The elector shall fill in the name of the electee in the electee column of the ballot, and may mark the shareholder's account number of the electee. If the electee is not a shareholder, the elector shall mark the electee’s identification document number and then cast the ballot into the ballot box. However, when a legal person as the electee is a shareholder, the name of the legal person or the representative of the legal person may be filled in the electee column of the ballot.

• Article X A ballot shall be invalid under any of the following circumstances:

• I. The elector does not use the ballot specified in the Measures. II. The elector votes with a blank ballot.

• III. The characters on the ballot are blurred and cannot be identified, or are altered but not corrected according to law.

• IV. The same ballot is filled with the number of candidates exceeding the prescribed quota.

• V. Other words are written on the ballot in addition to the name, shareholder’s account number and unified number of the electee.

• VI. The name of the electee is the same as that of other shareholders, but the shareholder’s account number or unified number is not filled in for identification.

• Article XI After the ballot box is set up for the election of directors, it shall be opened by the scrutineer.

• Article XII The vote counting process shall be monitored by the scrutineer, and the results shall be announced by the chairman on the spot.

• Article XIII If the total number of registered shares held by all the directors elected by the shareholders' meeting of the company is less than the prescribed percentage at the time of election, all the directors other than independent directors shall make up for the shortage.

• If the total number of shares held by all directors of the company is less than the prescribed percentage due to their transfer of shares or partial dismissal of the directors during their term of office, all

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directors other than independent directors shall make up for the shortage.

• Article XIV The board of directors shall issue election notices to the elected directors respectively.

• Article XV The Measures shall come into force after being approved by the shareholders' meeting, and the same shall apply to any amendment.

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Appendix IV

UNITED INTEGRATED SERVICES CO., LTD.

Director’s shareholdings

• I. The Company’s paid-in capital is NT$1,905,866,980 with 190,586,698 shares issued.

• II. According to Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratio at Public Companies,” if more than two independent directors are elected, the shareholding ratio of all directors and supervisors that is calculated proportionally will be reduced to 80%. According to the law, all directors of the Company should hold 11,435,201 shares. The Company has set up an Audit Committee, so the mandatory number of shares to be held by the supervisors is not applicable.

• III. The number of shares held by individual and all directors recorded in the shareholders’ register as of the book-close date of the extraordinary shareholders’ meeting (July 8, 2020) is as follows:

Director’s shareholdings

July 8, 2020

Job title	Name or Title	Shareholding	Shareholding ratio(%)
Chairman	C.S. Chen	2,902,434	1.52%
Director	Benny Chen	1,888,840	0.99%
Director	Kuan-Ming Lin	0	0.00%
Independent Director	Michael Tsai	0	0.00%
Independent Director	Ting Herh	0	0.00%
Independent Director	James Kao	0	0.00%
Shareholdings of all directors		4,791,274	2.51%

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