UNITECH - AGM Information 2021 | FinancialReports.eu

Stock Code: 2367

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Unitech Printed Circuit Board Corp.

2021 General Meeting of Shareholders

Procedure Handbook

Date of Meeting: 2021.06.23

Place of Meeting: No. 6 Zhongshan Road, Tucheng District, New Taipei (Unitech Plant NO. 4)

Unitech Printed Circuit Board Corp. 2021 General Meeting of Shareholders Procedure Handbook

Table of content

Pages

Pages	Pages
One. Opening Ceremony ................................................................................................ ....1
Two. Meeting Agenda ..................................................................................................... ....2
I.	Report ............................................................................................................ ....3
II.	Points of Recognition .................................................................................... ....4
III.	Points of Discussion ...................................................................................... ....5
IV.	Election .......................................................................................................... ....6
V.	Others motions .................................................................................................. 7
VI.	Extemporary Motion ..................................................................................... ....8
Three. Attachment
I.	Business Report of 2020 ................................................................................... 9
II	Audit Committee Review Report .................................................................... 17
III.	Auditors’ Report and 2020 Financial Statements (including Consolidated
	Financial Statements) ...................................................................................... 19
IV.	Ethical Corporate Management Procedure and Code of Conduct .................. 37
V.	Mapping of the Regulations Governing the Election of Directors before and
	after amendment .............................................................................................. 45
VI.	Mapping of the Parliamentary Procedure for Shareholders Meeting before and
	after amendment .............................................................................................. 47
Four. Appendix
I.	Parliamentary Procedure for Shareholders Meeting ................................... …48
II.	Articles of Incorporation ............................................................................. …51
III.	Regulations Governing the Election of Directors ........................................ ...58
IV.	Plan of remuneration to the employees and Directors passed by the Board .. 60
V.	The influence of stock dividend payment to operation performance, earnings
	per share and return on investment of shareholders ........................................ 60
VI.	Table of shareholding by Directors ............................................................. …61

Unitech Printed Circuit Board Corp. Procedure for 2021 General Meeting of Shareholders in regular session

I. Announcement of the meeting in session

II. Presiding Officer assumes position for the session

III. Presiding Officer addresses the meeting

IV. Reports

V. Points of recognition

VI. Points of discussion

VII. Election

VIII. Other motions

IX. Extemporary motions

X. Adjournment of meeting

Unitech Printed Circuit Board Corp. 2021 General Meeting of Shareholders Agenda

Time: 2021.06.23 (Wednesday). 9:00 am. Place: No. 6, Zhongshan Road, Tucheng District, New Taipei (Unitech Plant No. 4)

I. Announcement of the meeting in session

II. Presiding Officer assumes position for the session

III. Presiding Officer addresses the meeting
IV. Report:
(I) Business Report of 2020
(II) Audit Committee Review Report on Financial Statements of 2020
(III)Institution of the “Ethical Corporate Management Procedure and Code of Conduct”
V. Points of recognition:
(I) Recognition of the Business Report and Financial Statements of 2020
(II) Recognition of the appropriation for covering carryforward loss in 2020.
VI. Points of discussion:
(I) Discussion on the amendment to the “Regulations Governing the election of Directors”.
(II) Discussion on the amendment to the “Parliamentary Procedure for Shareholders Meeting”.

VII. Election:

Election of the 14[th] Board of Directors

VIII. Other motions:

Discussion on lifting the ban on conflict of interest of the newly elected Independent Director

IX. Extemporary Motions

X. Adjournment of the meeting

Report

Report No. 1 - presented by the Board

Cause of motion: Business Report of 2020.

Description: Business Report of 2020, as exhibited in Attachment I. (PP. 9~16)

Report No. 2 -presented by the Board

Cause of motion: Audit Committee Review Report on Financial Statements of 2020. Description: Audit Committee Review Report, as exhibited in Attachment II. (PP. 17~18)

Report No. 3 - presented by the Board

Cause of motion: Institution of the “Ethical Corporate Management Procedure and Code of Conduct”.

Description: The “Ethical Corporate Management Procedure and Code of Conduct” is exhibited in Attachment IV. (PP. 37~44)

Points of recognition

Recognition motion no. 1 - presented by the Board

Cause of motion: Business Report and Financial Statements of 2020 for recognition. Description: The Financial Statements of the Company in 2020 (including the Consolidated Financial Statements) were prepared by the Board of the Company and audited by independent auditors. The said Financial Statements were presented to the Audit Committee for review with the issuance of the Review Report on record. Details were exhibited in Attachment I to Attachment III (pp. 9~36) for recognition.

Resolution:

Recognition motion no. 2 - presented by the Board

Cause of motion: appropriation for covering carryforward loss in 2020 for recognition. Description: the appropriation for covering carryforward loss in 2020 is shown in the table below:

Unitech Printed Circuit Board Corp.

Table of appropriation for covering carryforward loss

2020

Unit: NTR$1,000	Unit: NTR$1,000
Item	Amount
Undistributed earnings at the beginningof theperiod	1,494,571,956
Add: changes of the associates recognized under the equitymethod.	6,280,027
Less:loss aftertaxation incurrent period	(1,436,452,493)
Add: reversal of the special reserve recognized in the previous period (Note)	174,327,078
Undistributed earnings at the ending of period	238,726,568

(Note) due to the decrease of other negative equity in 2020 Description: proposed not to pay out dividend to shareholders for current period.

Chairman: President: Chief Accounting Officer: Chang ,Yuan-Min Hung, Hsien-Ching Wu, Chin-Fang

Resolution:

Points of discussion

Motion No. 1- presented by the Board

Cause of motion: Discussion on amendment to the “Regulations Governing the Election

of Directors” for resolution.

Description: Propose to amend the “Regulations Governing the Election of Directors” in part in response to Taiwan Stock Exchange Corporation Letter Tai-Zheng-Zhi-Li Zi no. 1090009468 dated 2020.06.03, and Tai-Zheng-Zhi-Li Zi no.11000014461 dated 2021.01.28. The mapping of the regulations before and after amendment is exhibited in Attachment V (pp. 45~46).

Resolution:

Motion Number 2. - presented by the Board

Cause of motion: Discussion on amendment to “Parliamentary Procedure for the

Shareholders Meeting” for resolution.

Description: Propose to amend the “Parliamentary Procedure for the Shareholders Meeting” in part in response to Taiwan Stock Exchange Corporation Letter Tai-Zheng-Zhi-Li Zi no.11000014461 dated 2021.01.28. The mapping of the procedure before and after the amendment is exhibited in Attachment VI (pp.47)

Resolution:

Election

Motion of Election - presented by the Board

Cause of motion: Election of the 14[th] Board of Directors Description:

I. This term of the Board of Directors will expire on 2021.6.11 for three years. An election for a new Board will be held in this regular session of the General Meeting of Shareholders.
II. According to the Articles of Incorporation of the Company, and the resolution of the Board dated 2021.03.30, 7 seats of Directors (including 3 Independent Directors) will be elected for the new term of the Board with tenure of 3 years. The term of office for the Directors shall start on 2021.06.23 and expires on 2024.06.22.
III. This election will be held in accordance with the “Regulations for the Election of Directors” where the candidate nomination system will be adopted and candidates will be elected to the seats under the registered ballot system in cumulative voting.
IV. The List of Candidates for election to the seats of Directors and Independent Directors have been reviewed and passed by the Board on 2021.03.30. Related

information is shown below:

	Name of candidate	Education	Major experience	Registered quantity of shareholding in the Shareholders Roster at the time of prohibition of share transfer.
Director	GUO-LING INVESTMENT CO. LTD Representative: Chang, Yuan-Min	Master of Electrical Engineering, Washington University, St. Louis, USA.	Chairman, Unitech Printed Circuit Board Corp.	36,950,280
Director	GUO-LING INVESTMENT CO. LTD Representative: Chang, Yuan-Fu	Master of Industrial Engineering, University of Southern California	Director, Unitech Printed Circuit Board Corp.	36,950,280
Director	Chen, Cheng-Hsiung	Graduated from Department of Chemistry, National Normal University	Director, Unitech Printed Circuit Board Corp.	5,006,465
Director	Ko, Wen-Sheng	PhD, University of London, UK	Director, Unitech Printed Circuit Board Corp.	2,302,800

Independent Director	Chu, Ming-Hsien	LLD, National Chengchi University	Former Judge of Banqiao (now New Taipei City) District Court, Director of Hengying Attorneys-at-law; Independent Director, Unitech Printed Circuit Board Corp.	0
Independent Director	Wang, Feng-Kwei	PhD, Institute of Teaching System Technology, Indiana University	Chairman, Asia Pacific Industrial Analysis Association (APIAA); CEO, Industrial Technology Research Institute Industry; Professor, Tung Hai University; Independent Director, Unitech Printed Circuit Board Corp.	0
Independent Director	Hsu, Wen-Hsin	Lancaster University PhD, Accounting and Finance	Professor of Accounting, National Taiwan University, Independent Director, Unitech Printed Circuit Board Corp.	0

V. Proceed to election.

Election result:

Other motions

Motion No. 1 -presented by the Board

Cause of motion: Propose to lift the ban on conflict of interest of the newly elected Directors and their representatives for resolution.

Description:

I. According to Article 209 of the Company Act, Directors shall explain to the Shareholders Meeting the essential content of any act within the scope of business of the company for themselves or for a third party for permission.
II. Inasmuch as the specialized skills and knowledge and related experience of the Directors will be input to the Company. We therefore request the Shareholders Meeting for consent of lifting the ban on conflict of interest of the newly Directors and their representatives elected by the Shareholders Meeting in its regular session of 2021.
III. Request for the consent to lift the ban on conflict of interest in favor of the candidates for election to the seats of Directors:
The motion of lifting the ban on conflict of interest in favor of Mr. Chang Yuan-Fu, representative of Guo-Ling Investment Co., Ltd, who is also the Chairman of Yi Hsu Materials Technology Co., Ltd; and also a Director (representative of insitutional shareholder) of Fulltech Fiber Glass Corp.

Resolution:

Extemporary motion:

Adjournment of meeting

Attachment I

Business Report of 2020

COVID-19 has turned the whole world upside down in all walks of lives in 2020. The rule of the games for all kinds of economic activities changed all of a sudden. The rising rate of infection worldwide seemed to be the order of the day. Discontinuation of operation and quarantine of cities and metropolises directly hit all kinds of economic activities hardly. Different forms of demand plummeted with the service sector being affected the most. It was followed by consumer electronics, which is not regarded as daily necessities. The stunning appreciation of TWD to almost 5.61% in one year was record high in three years. The relocation of Champward (Shanghai) was unveiled at the time of high rate infection of pandemic and completed in July 2020. This move intensified the impairment of capacity. The 3 aspects of impact as mentioned trimmed off much of the revenue by 36% in total. This is the first time that Unitech has suffered such severity of loss ever since its establishment.

Revenue from FPCB dropped by about 50% in 2020. Perhaps two major reasons resulted in the decline. First of all, rigid-flex board is mainly used in consumer electronics with wearables in particular. Spending on consumer electronics at the high tide of the pandemic is unnecessary as compared with the spending on daily necessities and supplies necessary for the combating the pandemic. As such, the decline was significant. Secondly, it is the falling price of rigid-flex board. The customer end has great advantage in bargaining power against the supplier end under the pandemic time that the average sale price last year dived.

Automotive sale was also sluggish as was the previous year. The continuation of the China-US trade war echoed with the quarantine of cities or the entire territory in many countries hit automotive sale hardly for 2 consecutive years. As compared with 2019, automotive sale in 2020 was further down by 17%. Unitech has committed significant resources in the advanced driver assistance system (ADAS) and is resistant to decline, but cannot withstand the overall decline in sale. The result was further down in revenue.

The launch of massive vaccination in 2021 helps to contain the pandemic to a certain extent. It is expected that most economic activities will return to normal incrementally, and economic recovery in many countries will take place. Accordingly, the infrastructure under 5G, terminal devices and mobile phones, wearables (AR/VR), IoV, the rise of Stay at Home Economics (NB) under the pandemic, will resume to normal. Yet, the mutant variants and the excessive monetary easing policies unleashed by most countries during the pandemic spread may back slash the momentum for growth. The overall economic performance in 2020 stayed low. Recovery and substantial growth is expected in 2021. But we still need time to resume to our normal level of development as was in the past. Unitech has its place in the application end of the above high-en products, and could picky up normal growth as expected once economic recovery takes place. Unitech will side with the customers as usual in 2021 for joint development of market and solutions for problems, and supply the customers with the best solutions in order to transcend to the environmental friendly and sustainable ecological circle where all participants are winners. The management team has already planned for development in the long run from 2021 onward and starts to take action. It is expected that Unitech will emerge as a vital participant in 5G, vehicle-mounted devices and many other advanced items for stable growth.

Financial Result and Business Report in 2020

In 2020, Unitech had consolidated revenue amounting to NT$14.4 billion or 36% decline from the same period of 2019. Consolidated net loss after taxation amounted to (NT$1.435 billion). Consolidated net loss after taxation attributable to the parent company amounted to （NT$1.436 billion).

Separate revenue amounted to NT$1.31 billion or a decline of 35% from the same period of 2019.

Business Plan of 2021

Continue to increase the proportion of niche products, expand the client base for better revenue and further growth.

(1). Adjust the ratio of product line capacity to meet the change in the demand of key customers in rigid-flex board design for filling the short-term vacant capacity of rigid-flex board and mitigate the impact brought about by design change.
(2). Make the best effort to development new customers, target at customers of high-ten product lines, introduce more customers of vehicle-mounted board, high-end NB, expanded frequency and high-speed PCB product lines.
(3). Increase the proportion of product application types in the advent of the 5G mobile communications for diversification of risk and stable growth.
R&D in product technologies: further the development of materials for application to high-end products, development of high frequency, high-speed, special copper foil and process fluid required for 5G, and launch to mass production. Further to satisfying the needs of the customers in product features, the Company will go for the best combination of cost.
Capacity expansion: in light of the introduction of new materials and new product portfolio in 2021, the Company will appropriately expand the capacity at the bottle-neck station for assurance of maximum output.
Continue the inception of automated production and process refinement plan.
Continue smart manufacturing to upgrade production efficiency.
Introduce the new ERP system of SAP to the Nantong Plant which can help to gear up with key customers seamlessly under eTrade and could help to integrate the ERP systems between Nantong and Taipei.
The flooding of capital all over the world weakened the USD. The Company will make appropriate financial plan to reduce exchange risk.

Development Strategy in the future

Macroeconomic Factors:

Most countries unveiled plans for stimulating economic growth and the monetary easing policy in the wake of the pandemic, and started to launch massive vaccination in 2021. This will help to contain the spread of the pandemic and global economy is

expected to pick up momentum significantly. According to the latest forecast of the OECD, global economic growth will achieve at 5.6% in 2021. Growth in the USA is expected at 6.5% while growth in the G20 is expected at 6.2% (5.9% for France, 5.1% for the UK, and 3% for Germany). Growth in Mainland China is expected at 7.8%, Japan at 2.7%, and South Korea at 3.3%. According to the data released by

Directorate-General Of Budget, Accounting and Statistics of the Republic of China in February, economic growth in Taiwan is expected at 4.64%.

External Competitive Environment:

Demand:

Driven by the development of electric car and Morot Vehicle AutoDriving Electronics, the production value of automotive PCB continued to move upward. However, the automotive market withered over the years due to the China-US trade war and the pandemic, with delayed the growth in this area. The direction for the

development of the application of automotive electronics is clear. With years of effort, the direction for the design of high-end PCB by Unitech is congruent with the direction of corporate development. As such, Unitech will continue to commit further effort in high-end automotive PCB and seek to emerge a a major supply in this area of business with promising growth.

5G mmWavwe mobile communication is an area of high potential, as the problem confronting nmWavwe includes material and PCB technology, which is in an high-end area. It was echoed with the physical feature of high dissipation and low penetration rate that small base stations for NR (new radio) and the broadband optical module market, which should have been prospective is now in a state of stagnancy. Unitech holds that the commercial running of 5G will be another wave of opportunity for driving up PCB growth, and will continue to operate in related areas. Once the time for 5G mmWave for commercial running has come, the direction for the development of mmWave could be ascertained.

Supply:

The rise of the red supply chain over the years made some customers intentionally

develop more competitors so as to enhance their bargaining position. With the abundance of capital and policy subsidy, PCB firms in Mainland China are in a much better position in capacity expansion and scale of investment in advanced production process equipment than the PCB firms of Taiwan. They tended use price cutting as the tool in competition. This is a problem for the firms of Taiwan and not good for development in the long run. Yet, they are just at the fermentation stage in the products required for 5G such as ABF, and high-end HDI. Therefore, Taiwan firms still have a chance to win in the competition.

Stimulated by the rapid development of AI, high-speed computer, 5G and automotive electronics and electric cars, the demand for high-speed and high-frequency board, and electric car battery grew significantly. As such, the supply of upstream materials for PCB has attracted much attention, including fiber glass fabric, copper foil and cooper foil board. All firms craved for developing related materials. This is particularly the case for copper foil under the crowding off effect of the rapid growth of electric car in market and the weak USD, which eventually pushed up the price of copper and the base board. The actual rise in price was echoed with the fear of shortage in supply, which resulted in prolonged delivery lead-time and higher risk of response. Unitech has maintained positive relations with its customers for long time and has acquired accurate information for material procurement timely that help to keep proper inventory level for timely delivery to the customers. Unitech has launched the one-stop design and manufacturing shortly after the confirmation with customer order, and could provide front-end design and timely solution for the customers. Further to recommendation in the professional manufacturing of PCB, Unitech also gives recommendation of the optimal cost combination for the customers in one-stop service for joint effort with the customers in creating a promising future and positive long-term cooperation where both sides are the winners.

Corporate Development Strategy:

1. Focus on the structure for profit for increasing the ratio of revenue from niche products.

(1) Vehicle mounted PCB:

The advent of the LEVEL 3 in AutoDriving application triggered the demand for advanced ADAS sensor components. It was echoed with the demand for IoV under the 5G environment that all kinds of electronic control systems in vehicles were adjusted to more power chips with stronger computing capacity. Accordingly, vehicle mounted PCB design advanced to the high-end HDI board particularly the wireless communication module for IoV and high-speed computer for response to different scenarios of the vehicle. All these have advanced to the domain of frontier technology. Automotive electronics required longer lead-time in development. Unitech projected that the ratio of revenue from this area will grow annually, which is good for the average unit price of vehicle mounted products.

(2) High-end HDI Board:

In addition to the high-end HDI demand for smart phone, related base stations, mobile phone, cars, IoV, VR, AIP, and 5G NB related to the commercial running of 5G mobile communication have turned to high-end HDI design coincidentally. The pandemic in last year has delayed the development process already in place. It is expected that the post-pandemic era could be fruitful.

(3) Rigid-flex board:

Portable consumer electronics appeal to slim, light weight, short and small size with long life battery. rigid-flex board features light weight, slim, high-speed transmission, and low dissipation of signal transmission. Since it does not require a connector that gives an advantage in SMT and assembly to certain extent. Yet, the production of rigid-flex board is sophisticated and could not be made under homogeneity. Massive workforce is required to support the changes in the production process. In addition, the yield rate cannot be improved significantly in very short time that it entails high entrance barrier. With solid foundation in know-how, Unitech promotes rigid-flex board to different areas of product application for broadening its product line. This is particularly the case for smart wearables. It is expected that after the launch of commercial running of the 5G, there will be more and more product applications requiring high-end rigid-flex board. This is indeed relevant with the direction of development of Unitech in the future.

2. Careful assessment of market trend, active expansion of production capacity for

niche products, introduction of automated and smart production in

consideration of investment cost and economic performance.

The obvious trend of development of AI and in-depth learning made smart manufacturing the ultimate goal in the development of manufacturing. Production trend in the future must be oriented towards automation and AI for optimal production performance, enhancement of productivity and stability of product quality. Since smart manufacturing is still at the stage of AI assistance in production in general, high-level of customization is required for the equipment and software. This pushed up the production cost significantly. Furthermore, smart manufacturing is still at the learning stage that Unitech will continue to make effort in this area and observe the progress of all kinds of smart manufacturing in market. Unitech has already collected big data and advanced smart learning for learning and accumulate experience for its own automated inspection equipment. Once the advanced production system has properly been developed, Unitech is able to adjust its mode of production to align with different trends and provide the customers the best quality and solutions.

3. Continue to launch CSR and development of Green Unitech

The CSR of Unitech rested with “Green, Friendly, Innovation” and functions in line with its management mechanisms, honesty, and action through task force for a proper balance of operation performance, sustainability in development and social harmony in development. In the future, Unitech will continue to upgrade its management capacity in green and value chain through research and development and innovation, and will set a model for the employees, community, and the society as a whole with positive influence. Unitech will continue to take care of its employees, protect the environment, and perform the best of corporate social responsibility.

In 2021, we will map out the development plan in the future. Basing on our performance of corporate social responsibility, we will use our corporate resources positively to develop high-end and niche products through the innovative and green mindset, diversify the risk of seasonal change in customer base, and develop frontier products and adjust the proportion of product line with a view to keeping control over

the opportunity for development in market for long-term and stable development of the Company as our vision and mission.

May I ask for your care and support of Unitech as was in the past, and continue to give our management team encouragement and idea.

Chairman: President: Chief Accounting Officer: Chang ,Yuan-Min Hung, Hsien-Ching Wu, Chin-Fang

Attachment II

Audit Committee Review Report

For approval

The Board of Unitech Printed Circuit Board Corp. have prepared the Financial Statements of 2020 (including the Consolidated Financial Statements), which have been audited by KPMG Taiwan, and the Business Report of the same year. These statements and reports were also reviewed by the Audit Committee and confirmed that all were appropriately prepared in conformity to applicable laws and standards. Pursuant to Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act, we hereby report on our review for your approval.

2021 General Meeting of Shareholders

Unitech Printed Circuit Board Corp.

Convener of Audit Committee: Hsu, Wen-Hsin

2021.03.30

Audit Committee Review Report

For approval

The Board of Unitech Printed Circuit Board Corp. Prepared the proposal for covering carryforward loss in 2020, and has been reviewed by the Audit Committee, which are properly prepared in conformity to applicable laws and standards. Pursuant to Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act, we hereby report on our review for your approval.

2021 General Meeting of Shareholders

Unitech Printed Circuit Board Corp. Convener of Audit Committee: Hsu, Wen-Hsin

2021.03.30

Attachment III

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Attachment IV

Unitech Printed Circuit Board Corp. Ethical Corporate Management Procedure and Code of Conduct

Article I: (Purpose and scope)

The Company is engaged in business operation under the principles of fairness, honesty, trustworthiness and transparency, and spares no effort in preventing unethical practices. This Procedure and the Code of Conduct is instituted in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies”, applicable laws effective in the places of incorporation and of

principal business of the Company and group enterprises for regulating the employees of the Company in the conduct of business operation and as reminders.

This Procedure and Code of Conduct shall also be applicable to the subsidiaries of the Company, not-for profit organizations with direct or indirect donation for more than 50% of their funding by the Company, and other institutions or body corporate, groups and organizations where the Company has substantive control.

Article II: (Subject of regulation)

Personnel of the Company as referred to in This Procedure and Code of Conduct are the Directors, Supervisors, Managers, Employees, Agents and persons with control power of the Company and group enterprises and organizations.

The offering, promise, demand or acceptance of any form of unjustified benefit by personnel of the Company via a third party shall be presumed as the act of the personnel of the Company.

Article III: (Unethical Practices)

Unethical practices as referred to in This Procedure and Code of Conduct are the direct or indirect offering, acceptance, promise or demand for any form of unjustified benefits in the process of business conduct, or acts of defiance of trust, applicable laws, or fiduciary obligations by the personnel of the Company for purpose of acquiring or maintaining interest.

The targets of the aforementioned acts include public officials, candidates in politics, political parties or party apparatus, and any enterprise in the public and private sector or institutions and their Directors (Governors), Supervisors, managers, employees, persons with substantive control or other stakeholders.

Article IV: (Patterns of Benefits)

Benefits as referred to in This Procedure and Code of Conduct are cash, donation, gifts commission, offering of positions, services, preferential treatment, kickback, finder fee, reception treatment, entertainment in whatever form or whatever name, and any other forms of value.

Article V: (Designated Body and Function)

The Company has appointed the “Corporate Social Responsibility Management Committee” as the designated body (hereinafter, the “Designated Body”) where the President acts as the convener in administering and supervising the institution, enforcement, interpretation, consultation service and notification of ethical corporate management and code of conduct. The committee shall perform the following functions and report to the Board at least once a year:

Assistance to incorporated integrity and moral value as an integral part of the corporate strategy, and act in cooperation with applicable legal rules to make policies and rules for assuring the prevention of ethical corporate management.
Routine analysis and assessment of the risk of unethical practices within the scope of business and map out policies for the prevention of unethical practices on such basis. Establishment of related standard operation procedures and code of conduct in all aspects of corporate activities in the policies.
Design internal organization, size of staffing and functions. Set up the mechanisms of check and balance on business activities with high risk of unethical practices.
Advocacy and coordination of education and training in the policy of integrity.
Design the system for report and complaints and assure the effectiveness of the system.
Assistance to the Board and the Management in the inspection and assessment if the policies established for the proper implementation of ethical corporate management can be functioned effectively in the prevention of wrongdoing. Conduct routine assessment of related business procedures for assurance of compliance, and compile the findings into reports.
Documentation and keeping of the ethical corporate management policy and declaration of compliance, fulfillment of promise and the state of pursuit.

Article VI: (Prohibition of offering or acceptance of unjustified benefits)

The personnel of the Company shall duly observe the “Ethical Corporate Management Best Practice Principles”, This Procedure and Code of Conduct regarding the direct or indirect offering, acceptance, promise, or demand for the benefits as stated in Article IV and follow the procedures except under conditions specified as follows:

For business needs in making domestic (foreign) visits, reception of foreign guests, promotion of business and communication and coordination in line with local courtesy, custom or practices.
Participation or invitation of third party to normal social functions as a matter of common practice in social gathering, for business purpose or improvement of relation.
It is necessary for an invitation of customers or being invited to specific business activity and visit to factories, with the expenses incurred from the above activities specified and the mean of settlement of the accounts, the number of participants, level of lodging facilities and duration of the visit or invitation.
Participation in common folk festivals where the public is also invited to the events.

Reward, relief, and gift for incentives from senior officers.
The offering or acceptance of money, valuables or other benefits from relatives or good friends, or a third party has offered gifts for many employees of the Company is regarded as common social courtesy or custom.
Valuables donated for occasions of engagement, matrimony, maternity, relocation to new home, assumption of office, promotion, retirement, resignations, severance, and the injury or disease of the person or next of kind are regarded as common social courtesy or custom.
Any others in conformity to the rules and regulations of the Company.

Article VII; (Proceeding for responding to the acceptance of unjustified benefits)

In case of the direct or indirect offering or promise to offer benefits to the personnel of the Company as stated in Article IV, proceed to the following except in the aforementioned situations:

If the person who offers or promises of benefits is not involved in any conflict of interest for the function performed, report to the supervisor within 3 days, and notify the Designated Body of the Company where necessary.
If the person who offers or promises of benefits is involved in the conflict of interest for the function performed, return or reject the benefit, report to the supervisor and notify the Designated Body of the Company. If the benefit cannot be returned, surrender to the Designated Body of the Company within 3 days for further action.

With conflict of interest to the function performed as mentioned in the preceding paragraph refers to any of the following situations:

With business transactions, command and supervision relation, or subsidy (reward) of expenses.
In search for, in process of, or entry into contract for works, trade, or other contractual relations.
The decision, execution or no action of the Company in business will encounter favorable or unfavorable effect.

The Designated Body of the Company should consider the nature and value of the benefit as stated in the 1[st] paragraph of this article, and propose to return, pay for accepting the benefit, surrender to the Company, transfer for donation to charity organizations, or any other appropriate means, and proceed to action after reporting to the top officer of the Company.

Article VIII: (Prohibition of finder fee and Responding Procedure)

The Company shall not offer or promise any finder fee.

If the personnel of the Company offers or promise to pay finder fee under intimidation or threat, keep the detail on record and report to the supervisor with notification to the Designated Body of the Company.

Upon notification of the aforementioned incident, the Designated Body of the Company shall respond at once and review related matters to reduce the risk of the recurrence of the same incident. If the incident was found illegal, report to the law enforcement authorities at once.

Article IX: (Procedure for handling political donation)

In making political donation, the Company shall comply with the laws in the countries or regions of the recipients of the donations governing political donations and the internal operation procedures of the Company. Do not make use of political donation in exchange for commercial interest or advantage in trade.

Article X: (Procedure for charity donation or sponsorship)

In making charity donation or sponsorship, the Company shall follow the gate approval of the Board and the functional departments and the followings:

In compliance with the legal rules applicable to the place of operation.
The decision shall be tracked on record in writing.
The recipients of charity donation shall be charity organizations, and shall not offer bribe in disguise as charity donation.
The feedback from sponsorship must be clear and reasonable, and shall not be the counterparties of the Company in business transactions or persons related to the interest of the personnel of the Company.
Obtain legitimate receipts after making charity donation or sponsorship.

Article XI: (Recusal from the conflict of interest)

Directors, Supervisors, Managers and any other persons who attend the meeting of the Board or attend the meeting as observers shall explain the stake and the essential content of any motion of the agenda related to their own interest or the interest of the institutions they represented, and the recuse from discussion and voting if there is a concern of conflict of interest with the Company, and shall not act as the proxy of another Directors and exercise the voting right. Directors shall be self-disciplined and shall not support one another.

The spouses, next of kin to the Directors, or companies under the control and subordinated to the Directors who have possible conflict of interest with the motions of the aforementioned meetings shall be deemed the conflict of interest between the Directors and the Company.

If the personnel of the Company found themselves or the institutions they represented involved in conflict of interest with the Company in carrying out official business, or may allow themselves, their spouses, parents, children or stakeholders accessible to unjustified benefits, they shall explain the situations to the supervisor and the Designated Body of the Company. The supervisor shall give appropriate instructions.

Personnel of the Company shall not use corporate resources for any other purposes beyond business activities, and shall not participate in any other business activities other than the business activities of the Company which may affect their performance at work.

Article XII: (Organization and responsibility of confidentiality)

The Company shall establish a Designated Body charged with the duties of the establishment and pursuit of the management, keeping and confidential procedure of intellectual property of the Company such as business secrets, trademarks, patents, and copyrights. This Designated Body shall also conduct routine review of the result of the pursuit for assuring the continued effectiveness of the operation procedure.

Personnel of the Company shall duly observe related rules and regulations governing the aforementioned intellectual property, and shall not divulge the business secrets, trademarks, patents, and copyright of the Company to thier knowledge to a third party, and shall not probe or gather information on the business secrets, trademarks, patents, and copyright and other intellectual property of the Company not related to their assigned duties.

Article XIII: (Prohibition of unfair competition)

The Company shall duly observe the Fair Trade Act and related legal rules governing fair competition in the engagement in business activities, and shall not fix the price, manipulate bidding, restrict production volume and quota, or ration of supply to customers, suppliers, business regions, or business types in order to divide and rule the market.

Article XIV: (Prevention of damages of products or service to the stakeholders)

The Company shall duly observe applicable laws and international standards on the products and services for supply, and shall gather and understand related information, and put together the detail as reminders for announcement so that the personnel of the Company can assure the transparency of information and safety of the products and services in the process of research and development, procurement, manufacturing, supply or sale of products and services.

The Company has made the policy for the protection of the rights and privileges of the consumers and other stakeholders with disclosure of its content at its official website to prevent direct or indirect damages of the products and services to the rights, health and safety of the consumers or related stakeholders.

The Designated Body of the Company shall report to the Board on the incidents as stated in the preceding paragraph, the response and corrective action plan for continued improvement.

Article XV: (Prohibition of insider trade and agreement on confidentiality)

Personnel of the Company shall duly observe the Securities and Exchange Act, and shall not engage in insider trade with the use of undisclosed information to their knowledge, and shall not divulge such information to a third party for the prevention of the use of such undisclosed information by the third party to engage in insider trade.

Other institutions or personnel participating in the merger, demerger, acquisition and acceptance of shares from assignment, entry into MOU, strategic alliance, and other business joint venture programs or

important contracts, shall enter into agreement with the Company on confidentiality to undertake no divulgence of the business secrets or other information of materiality to their knowledge to a third party, and shall not use such information without the consent of the Company.

Article XVI: (Compliance and declaration of the policy of ethical corporate management)

The Company shall demand all Directors and the top management to declare compliance with the ethical corporate management policy, and also demand all employees to duly observe the ethical corporate management as a condition for employment.

The Company shall disclose its ethical corporate management policy in its internal code, annual reports, official website, or other promotional materials, and declare such policy in product conferences, institutional investors conference and other external promotional events so that suppliers, customers, and other related business institutions and personnel can clearly understand the philosophy and regulations governing business integrity.

Article XVII: (Evaluation of business integrity before cultivation of business relation) The Company shall, before cultivation of business relation with a third party, assess the legitimate position and ethical corporate management policy of the distributors, suppliers, customers, or other counterparties of trade, and find out if there is a record on unethical practices for assuring fair, transparent business transactions and will not demand, offer, or accept bribe.

The Company may adopt appropriate review procedure in conducting the aforementioned assessment, and review the counterparties of trade with the following to understand their status of ethical corporate management:

The nationality of the enterprise, the principal place of business, organizational structure, corporate policy, and place of payment.
Has the enterprise established ethical corporate management policy and the state of pursuit.
If the principal place of business of the enterprise a country if high risk in corruption.
If the business the enterprises engaged in in the industry vulnerable to the risk of bribery.
The business operation of the enterprise in the long run and good will.
Consult the business partners of the enterprises for opinion.
Has the enterprise been involved with bribery or illegal political donation, and other unethical practices.

Article XVIII: (Elaboration of the policy of ethical corporate management to business partners) In the process of business transaction, personnel of the Company shall explain the ethical corporate management policy of the Company and related rules and regulations to the counterparties of trade, and explicitly reject any direct or indirect offering, promise, demand or acceptance of unjustified benefits in any form or in whatever name.

Article XIX: (Avoidance of trade with unethical business)

Personnel of the Company shall avoid doing business with distributors, suppliers, customers, or other counterparties of trade allegedly involved with unethical practices, and shall sever the business transactions if the counterparties of trade were found exhibiting unethical practices in business, and put them on the list of declined account to materialize the policy of ethical corporate management of the Company.

Article XX: (Ethical corporate management shall be explicitly stated in contracts) In entering into agreement with a third party, the Company shall fully understand the status of ethical corporate management of the contracting party and include the clause of compliance with the ethical corporate management policy of the Company as an integral part of the agreement with at least the following be explicitly stated in the agreement:

If either side of the parties acknowledges someone has act in defiance of the clause of prohibition of accepting commission, kickback or other unjustified benefits, inform the other side of the identity of the persons, the means of offering, promise, demand or accepting the benefits, the amount involved, or other forms of unjustified benefits and provide evidence to support the investigation of the other side. If damage is caused to one side of the parties, the no fault side may claim for the damage thereof, and shall deduct the equivalent amount from the proceeds payable to the wrongdoing side.
If either side is involved in unethical practices in business activities, the other side shall unconditionally terminate or discharge the agreement at any time.
Specify clearing the content of reasonable payment, including the place, method, and compliance with applicable tax laws.

Article XXI: (Action in response to unethical practices of Company personnel) If the Company discovers or receives the report on unethical practices of its personnel, conduct an investigation at once for fact finding. If the offender was proved in violation of applicable legal rules or the ethical corporate management policy of the Company, demand the offender to stop related practices and take appropriate action. Where necessary, demand for the damage through legal proceedings to protect the reputation and rights of the Company.

The Company shall urge related functional units to conduct review of the occurrence of unethical practices to eliminate the recurrence of the same type of unethical practices.

The Designated Body of the Company shall report to the Board of the unethical practices, the action taken in response to the practices, and the corrective action plan for continued improvement.

Article XXII: (Response to unethical practices of a third party to the Company)

If the personnel of the Company discover any unethical practices of a third party against the Company, and if such practices are allegedly illegal, the Company shall report to the judiciary and prosecutors. If government agencies or civil servants were involved, report to the AAC of the government.

Article XXIII: (Internal education, establishment of reward, punishment and complaint systems, and disciplinary action)

The Designated Body of the Company shall organize internal training and education at regular intervals, and arrange the Chairman, President or top management to convey the message of the importance of ethical practice to the Directors, employees, and agents.

The Company shall include ethical corporate management as an integral part of the performance evaluation of the employees and human resources policy, and establish clear and effective system for reward, punishment and complaint.

For personnel of the Company found violation of ethical corporate management in severity, dismiss or discharge the person in accordance with applicable legal rules or the personnel management regulations of the Company.

Article XXIV: (Implementation)

This Procedure and Code of Conduct shall come into force at the approval of the Board with report to the General Meeting of Shareholders. The same procedure is applicable to any amendment thereto. The opinions of the Independent Directors shall be fully considered at the time of the discussion of This Procedure and Code of Conduct in the session of the Board. The adverse or qualified opinions shall be kept as minutes of meeting on record. If specific Independent Director cannot attend the session in person to express adverse opinion or qualified opinion, this Independent Director shall express the opinion in writing beforehand and specified as minutes of meeting on record unless with justifiable reason.

Article XXV

This Procedure and Code of Conduct was duly instituted on 2021.03.30

Attachment V

Mapping of the “Regulations Governing the Election of Directors” before and after amendment

Article number		Before amendment	After amendment	Reason for amendment
Article VII		~~If the candidate in the election is a~~ ~~shareholder, ~~the voter shall put down the account title and shareholder account~~number of the~~ ~~candidate in the field marked~~ ~~“candidate” in the ballot. If not, fill~~ ~~in the name and ID card number of~~ ~~the candidate. ~~If the candidate is the government shareholder or institutional shareholder, the field of the name of candidate in the ballot should be marked the name of the government or the institution, or the name of the representative of the government or the institution: if there are several representatives, put down the names of the representatives one-by-one. For voters casting votes electronically, click to select the seats for the candidates and the votes allocated to the candidates. The seats assigned to the candidates shall not be more than the total number of seats of Directors to be elected. Likewise, the total number of votes shall not exceed all the votes held bythe voters.	Voters shall put down the account titleor name of the candidate in the field of “Candidate” in the ballot. If the candidate is the government shareholder or institutional shareholder, the field of the name of candidate in the ballot should be marked the name of the government or the institution, or the name of the representative of the government or the institution: if there are several representatives, put down the names of the representatives one-by-one. For voters casting votes electronically, click to select the seats for the candidates and the votes allocated to the candidates. The seats assigned to the candidates shall not be more than the total number of seats of Directors to be elected. Likewise, the total number of votes shall not exceed all the votes held by the voters.	Revision of the wording in accordance with Taiwan Stock Exchange Corporate Letter TAi-Zheng-Zhi-Li Zi No.1090009468 dated 2020.06.03
Article VIII		A ballot shall be void if any of the following applies: (I) Use a ballot not in conformity with The Regulations. (II) The ballot has not been put inside the ballot box prepared by the Board. (III) Put blank ballot inside the ballot box. (IV) The handwriting is vague that cannot be read or has been marked for correction. (V) The candidate marked on the ballot is not on the list of candidates for the election. (VI)~~If the candidate being marked~~ ~~down is a shareholder: the~~	A ballot shall be void if any of the following applies: (I) Use a ballot not in conformity with The Regulations. (II) The ballot has not been put inside the ballot box prepared by the Board. (III) Put blank ballot inside the ballot box. (IV) The handwriting is vague that cannot be read or has been marked for correction. (V) The candidate marked on the ballot is not on the list of candidates for the election. (VI) Other handwriting was found in addition to the nameor	Revision of the wording in accordance with Taiwan Stock Exchange Corporate Letter TAi-Zheng-Zhi-Li Zi No.1090009468 dated 2020.06.03

	~~identity, shareholder~~ ~~account title is not relevant~~ ~~with the record in the~~ ~~shareholder roster. If the~~ ~~candidate being marked~~ ~~down is not a shareholder,~~ ~~the name, ID card number~~ ~~was proved irrelevant.~~ ~~(VIIV~~I)Handwriting of other wording was marked down on the ballot in addition to the name of the candidate and shareholder account number or~~ID card number~~. ~~(VIII) If the name of the candidate~~ ~~is identical with another~~ ~~shareholder but the~~ ~~shareholder account title or~~ ~~ID card number was not~~ ~~marked on the ballot for~~ ~~identification.~~ ~~(IX) The total number of votes cast~~ ~~by the voters is more than~~ ~~the total number of votes~~ ~~allocated to the voters.~~	~~identity, shareholder~~ ~~account title is not relevant~~ ~~with the record in the~~ ~~shareholder roster. If the~~ ~~candidate being marked~~ ~~down is not a shareholder,~~ ~~the name, ID card number~~ ~~was proved irrelevant.~~ ~~(VIIV~~I)Handwriting of other wording was marked down on the ballot in addition to the name of the candidate and shareholder account number or~~ID card number~~. ~~(VIII) If the name of the candidate~~ ~~is identical with another~~ ~~shareholder but the~~ ~~shareholder account title or~~ ~~ID card number was not~~ ~~marked on the ballot for~~ ~~identification.~~ ~~(IX) The total number of votes cast~~ ~~by the voters is more than~~ ~~the total number of votes~~ ~~allocated to the voters.~~		account title of the candidate.


Article number		Before amendment		After amendment	Reason for amendment
Article IX	The ballot will be opened immediately after balloting. The Presiding Officer will announced the result on the scene.		The ballot will be opened on the scene after the completion of balloting.The Presiding Officer will announce the election result on the scene, including the list of Director-elect, the number of votes earned, and the list of candidates not being elected to the seats and the votes they earned.		Revision of the wording in accordance with Taiwan Stock Exchange Corporation Letter Tai-Zheng-Zhi-Li Zi dated 2021.01.28 No. 11000014461.

Attachment VI

Mapping of “Parliamentary Procedure for Shareholders Meeting” before and after amendment

Article number	Before amendment		After amendment	Reason for amendment
Article VIII	The Presiding Officer shall announce the Shareholders Meeting in session at the exact time scheduled for the meeting. If the attendance of shareholders at that point of time cannot represent more than half of the outstanding shares, the Presiding Officer shall announce for the postponement of the meeting up to two times, and the total time lapse shall not be more than 1 hour. If postponement of the meeting has been announced twice and the Shareholders in session can represented more than one-third of the outstanding shares, provisional decision shall be made pursuant to Paragraph 1 under Article 175 of the Company Act. Prior to the adjournment of the meeting for this instance, and if the Shareholders in session can represent more than half of the outstanding shares, the Presiding Officer shall make provisional decision and refer to the new round of General Meeting of Shareholders pursuant to Article 174 of the Company Act.		The Presiding Officer shall announce the meeting in session at the exact time scheduled for the meeting,and announce the shares with no voting rights and the quantity of shares represented in the meeting. The Presiding Officer shall announce for the postponement of the meeting if the attendance of shareholders cannot represent more than half of the outstanding shares for up to two times, and the total time lapse shall not be more than 1 hour. If postponement of the meeting has been announced twice and the Shareholders in session can represented more than one-third of the outstanding shares, provisional decision shall be made pursuant to Paragraph 1 under Article 175 of the Company Act. Prior to the adjournment of the meeting for this instance, and if the Shareholders in session can represent more than half of the outstanding shares, the Presiding Officer shall make provisional decision and refer to the new round of General Meeting of Shareholders pursuant to Article 174 of the Company Act.	Revision of the wording in accordance with Taiwan Stock Exchange Corporation Letter Tai-Zheng-Zhi-Li Zi No.1000014461 dated 2021.01.28.

Appendix I

Unitech Printed Circuit Board Corp. Parliamentary Procedure for Shareholders Meeting (before amendment)

I. Shareholders Meeting of the Company shall be governed by This Procedure unless the law specified otherwise.
II. The Company shall prepare a sign-in registry for the Shareholders to sign-in for attendance to the meeting. Shareholders may present the Attendance Pass in lieu of signing in for attendance. The quantity of shares represented in the meeting shall be based on the record of the sing-in registry or the quantity of shares as specified in the Attendance Pass.
III. The attendance and votes in the Shareholders Meeting shall be counted by shares represented. One vote shall be assigned to each share unless the law specified otherwise.
IV. Shareholders Meeting shall be held at the principal place of business of the Company or a place convenient for the attendance of the Shareholders. The time for the meeting shall range from 9:00 am to 3:00 pm.
V. The Chairman shall act as the Presiding Officer for sessions of Shareholders Meeting called for by the Board. In the absence of the Chairman due to leave or for whatever reasons, the Vice Chairman shall act on behalf of and in the name of the Chairman. If there is no Vice Chairman, or in the absence of the Vice Chairman due to leave or for whatever reasons, the Chairman shall appoint one Executive Director to act as the proxy. If there is no seat for Executive Director, one Director shall be appointed to act as the proxy. If the Chairman has not appointed any Director to act as the proxy, the Executive Directors shall nominate one among themselves to act as the proxy for the Chairman. If the session of Shareholders Meeting is called for by other parties entitled to call for the session, the party who called for the session shall act as the Presiding Officer.
VI. The Company may appoint the commissioned lawyers, certified public accountants or related personnel to attend the Shareholders Meeting as observers. The service staff in the Shareholders Meeting shall wear ID badge or arm badge for identification.
VII. The Company shall voice record or videotape the entire proceedings of the Shareholders Meeting and keep the record for at least one year.
VIII. The Presiding Officer shall announce the Shareholders Meeting in session at the exact time scheduled for the meeting. If the attendance of shareholders at that point of time cannot represent more than half of the outstanding shares, the Presiding Officer shall announce for the postponement of the meeting up to two times, and the total time lapse shall not be more than 1 hour. If postponement of the meeting has been announced twice and the Shareholders in session can represented more than one-third of the outstanding shares, provisional decision

shall be made pursuant to Paragraph 1 under Article 175 of the Company Act. Prior to the adjournment of the meeting for this instance, and if the Shareholders in session can represent more than half of the outstanding shares, the Presiding Officer shall make provisional decision and refer to the new round of General Meeting of Shareholders pursuant to Article 174 of the Company Act.

IX. The Board shall prepare the agenda for Shareholders Meeting called by the Board, and shall proceed in accordance with the agenda. The meeting shall be unfolded as scheduled in the agenda shall not be modified unless at the approval of the Shareholders Meeting.
If the Shareholders Meeting is called by other parties entitled to call for the meeting, the rules mentioned shall govern.
The Presiding Officer shall not announce for the adjournment of the meeting before the conclusion of the agenda and the motions are still in proceedings as stated in the agenda (including extemporary motions” unless under the resolution of the shareholders for consent.
After the adjournment of the meeting, Shareholders cannot nominate another Presiding Officer to continue the Shareholders Meeting at the same place or in another place.
If the Presiding Officer acts in defiance of the Procedure and announces for an adjournment of the meeting, the Shareholders in session shall vote to appoint another person to act as the Presiding Officer by a simple majority of the votes for consent, and continue the meeting.
X. Shareholders in session shall fill in a message slip to specify the summary of the speech intend to deliver, the Shareholders Account Number (or Attendance Pass Number), and Account Title. The Presiding Officer shall determine the priority for the Shareholders to express their opinions as stated in the message slip.
Shareholders in session who just present a message slip without delivering the speech shall be construed as no expression of opinion. If the content of the speech is not congruent with the content of the message slip, the content of the speech shall prevail.
There shall be no interference by any other Shareholders when a Shareholder is having the floor for the speech unless at the consent of the Presiding Officer and the Shareholder giving the speech. The Presiding Officer shall stop any of such interference.
XI. The expression of opinion of the same Shareholder on the same motion should be no more than twice unless at the consent of the Presiding Officer. The time for each instance is no more than 5 minutes. The Presiding Officer shall stop any Shareholders who act in violation of the above rules or the content exceeds the scope of the motion.
XII. For institutional shareholders acting as proxy in the meeting, only one representative may be appointed to attend the meeting.

If specific institutional shareholder appointed more than 2 representatives to the meeting, only 1 may express opinion on the same motion.
XIII. After a Shareholder in session has expressed opinion, the Presiding Officer may respond to the query personally or appoint related personnel to respond.
XIV. If the Presiding Officer deems the discussion on particular motion is adequate for voting, the Presiding Officer shall announce for the end of discussion and proceed to voting.
XV. The Presiding Officer shall appoint a number of scrutineers and tallying clerk for tracking the voting on each motion. The scrutineers must also be Shareholders. The voting result shall be announced on the scene and tracked on record.
XVI. The Presiding Officer may announce for break time when the meeting is in progress.
XVII. Motions shall be passed by a simple majority of the votes cast by the Shareholders in session unless the Company Act and the Articles of Incorporation provides otherwise. The Presiding Officer may ask for any adverse opinion on particular motion at the time of balloting. If there is no adverse opinion, it shall be deemed the motion is passed under common consent as if referred to voting.
XVIII. The Presiding Officer shall combine the amendment or substitute for particular motion with the original motion for setting the priority for voting. If either the amendment, substitute or original motion was passed, it shall be deemed all the others were being passed and further voting is not necessary.
XIX. The Presiding Officer shall command the prefect (or security guards) to keep the order of the meeting place. The prefect (or security guards) shall wear arm badge marked with the wording of “PREFECT” when performing the duties of keeping order of the meeting place.

Appendix II

Unitech Printed Circuit Board Corp.

Chapter 1: General Provision

Article 1: The Company is duly incorporated in accordance with the Company Act bearing the title of UNITECH PRINTED CIRCUIT BOARD CORP.
Article 2: The Company is engaged in the following business:
I. CC01060 Wired Communication Mechanical Equipment Manufacturing.
II. CC01070 Wireless Communication Mechanical Equipment Manufacturing.
III. CC01080 Electronics Components Manufacturing.
IV. F401010 International Trade.
V. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2 - 1: The Company may act as guarantor in favor of other industry peers for business need.
Article 2 - 2: The investment in other business of the Company is not restricted by the total investment set forth in the Company Act.
The resolution for approval of the Board is required for long-term equity investment.
Article 3: The Company is headquartered in New Taipei City, and may establish branches at home and abroad in accordance with applicable laws at the approval of the Board where necessary.
Article 4: The Company shall make announcement in accordance with Article 28 of the Company Act.

Chapter 2: Shares of Stock

Article 5: The Company has stated capital of NT$7,000,000,000 in 700,000,000 shares.
At NT$10/share. The shares may be offered in tranches by the Board under authorization.
Article 6: The Company issues registered shares with each share certificate affixed with the signatures or seals of at least Three Directors subject to certification under law before offering. The Company may also be exempted from preparing physical share certificate or bundle the offering in several tranches for printing share certificates subject to the registration and custody at Taiwan Depository and Clearing Corporation.
Article 7: The Company shall administer the issuance of shares and investor service in accordance with the Regulations Governing the Administration of Shares by Public Companies promulgated by the competent authority unless the law or other applicable legal rules provide otherwise.
Article 8: (Deleted)

Article 9:
(Deleted)
Article 10: In case of missing share certificate or for whatever reasons that requires for replacement, a handling charge and applicable stamp tax will apply.
Article 11: Particulars inscribed in the Shareholder Roster shall be suspended in the period of 60 days prior to day scheduled for a regular session of the Shareholders Meeting, or 30 days prior to the day scheduled for a special session of the Shareholders Meeting, or 5 days prior to the dividend and bonus day or any other day on which benefit will be paid.

Chapter 3: Shareholders Meeting

Article 12: Shareholders Meeting may convene in regular session or special session. Regular Session shall be convened once a year within 6 months after the end of the fiscal year with notice to the Shareholders 30 days in advance. Special session may be convened at any time where necessary.
Article 13: If specific Shareholder cannot attend the Shareholders Meeting in person, this Shareholder may use the power of attorney prepared by the Company to appoint a proxy to attend and specify the scope of authorization therein. Attendance of Shareholders Meeting by proxy shall be governed by Regulations Governing the Use of Power of Attorney for Attending Shareholders Meetings of Public Companies further to Article 177 of the Company Act.
Article 14: The Chairman shall act as the Presiding Officers if the Board call for the Shareholders Meeting. In the absence of the Chairman due to leave or for whatever reasons, the Vice Chairman shall act as the Presiding Officer. In the absence of the Vice Chairman due to leave or for whatever reasons in this context, the Chairman shall appoint 1 Director to act as the Presiding Officer. If the Chairman did not appoint a proxy, the Directors shall nominate 1 among themselves to act as the Presiding Officer. If the Shareholders Meeting is called for by a third party entitled to call for the meeting other than the Board, this party shall act as the Presiding Officer. If there are more than 2 parties calling for the meeting, 1 shall be nominated as the Presiding Officer.
Article 15: Shareholders are entitled to one vote for the holding of each share unless the law provides otherwise.
Article 16: Resolutions of the Shareholders Meeting shall be made by a session with the attendance of Shareholders representing more than half of the outstanding shares and a simple majority of the votes cast by the Shareholders in session for consent.
Article 17: The resolutions of the Shareholders Meeting shall be tracked as minutes of meeting on record affixed with the signature or seal of the Presiding Officer, and release to the Shareholders within 20 days after the meeting.

The minutes of meeting on record may be released by announcement. The summary of the entire procedure of the meeting and the results shall be inscribed in the minutes of meeting on record. The minutes of meeting on record, the sign-in registry for tracking the attendance of shareholders, and the power of attorney for attendance by proxy shall be kept by the Company under Article 183 of the Company Act.

Chapter 4: Directors

Article 18: The Company shall establish 7 to 9 seats of Directors. The election of Directors shall be made under the candidate nomination system where the shareholders may elect the candidates on the list to the seats of Directors. Each Director has tenure of 3 years and may assume a new term of office if reelected. The total quantity of shares held by all Directors shall be conforming to the “Regulations Governing the Percentage and Audits of Shares Held by Directors and Supervisor of Public Companies” promulgated by the competent authority of securities. Of all the seats of Directors as mentioned, 3 shall be reserved for Independent Directors. The professional qualification, hold of shares, restriction of engagement in part-time duties, the method of nomination and others shall be governed by applicable laws.
Article 19: In case the seats of Directors were left vacant by 1/3, the Board shall call for a special session of the Shareholders Meeting as required by law for the election of Directors to fill the vacancies. The tenure of the newly elected Directors will cover the remainder of the term left behind by the predecessors.
Article 20: If an election of a new Board of Directors cannot be held on time at the expiration of tenure of the Directors, the Director shall continue to perform their duties until a new Board of Directors can be elected.
Article 21: The Directors shall be organized into the Board of Directors and a Chairman and Vice Chairman shall be elected from the Directors in a session with the attendance of at least 2/3 of the Directors and a simple majority of the votes cast by the Directors in session for consent. The Chairman and Vice Chairman shall execute all business of the Company under law, the Articles of Incorporation, resolutions of the Shareholders Meeting and the Board.
Article 21 - 1: Pursuant to Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee in 2018 organized by Independent Directors to perform the function of the Supervisors in accordance with the Company Act, Securities and Exchange Act, and other applicable laws.
Article 22: The Board shall determine the business policy and other important issues

of the Company. The Board shall convene its 1[st] session in accordance with Article 203 of the Company Act and the Chairman shall call for all subsequent sessions of the Board and act as the Presiding Officer. In the absence of the Chairman, the Vice Chairman shall act on behalf of and in the name of the Chairman. In the absence of the Vice Chairman in this context, the Chairman shall appoint one Director to act as the Presiding Officer. If no Director has been appointed, the Directors shall nominate one among themselves to act as the Presiding Officer.
Article 23: The Board shall convene once quarterly, and may convene in special session where necessary. Each session shall be attended by at least half of the Directors and decision shall be made by a simple majority of the votes from the Directors in session unless the Company Act provides otherwise. If specific Director cannot attend the meeting, this Director shall issue a power of attorney specifying the scope of authorization to appoint another Director as proxy to attend the meeting. One Director may act as the proxy of only one other Director.
The Board may convene through videoconference and the Directors participating in the videoconference shall be construed as attending the meeting in person.
Article 23 - 1: The Board shall specify the cause of convention and give notice to all Directors 7 days in advance but may convene at any time in case of emergency.
The call for the convention of the Board may be made by correspondence, fax, or email.
Article 24: The entire proceedings of the Board in session shall be tracked as minutes of meeting on record with the affixing of the signature or seal of the Presiding Officer, and release to the Directors within 20 days after the meeting. The summary and result of the proceedings in the meeting shall be inscribed in the minutes of meeting on record, and kept by the Company together with the sign-in registry of the Directors in session and the power of attorney for attendance by proxy under Article 183 of the Company Act.
Article 25: (Deleted)
Article 25 -1 : The Company shall take liability insurance for the protection of the Directors against the risks of legal action instated by Shareholders or other stakeholders deriving from the performance of their assigned duties under law.
Article 25 - 2: The Board shall be authorized to determine the remuneration to the Chairman and the Directors (including Independent Directors) in commensuration with their degree of participation in the operation and contribution value to the Company with reference to industry standard.

Chapter 5: Managers and Employees

Article 26:
The Company shall establish the position of a President and several Vice Presidents the appointment and dismissal of whom shall be determined by the Board in a session with the attendance of at least half of the total number of Directors and a simple majority of the votes cast by the Directors in session for consent. The appointment and dismissal of Vice President shall be nominated by the President.
Article 26 - 1: The Company shall take liability insurance for the protection of the key personnel of the Company against the risks of legal action instated by Shareholders or other stakeholders deriving from the performance of their assigned duties under law.
Article 27: (Deleted) Article 28: (Deleted)

Chapter 6: Accounting

Article 29: At the end of the fiscal year, the Board of the Company shall prepare (I) Business Report; (II) Financial Statements; and (III) Proposal for the distribution of earnings for presenting to the Shareholders Meeting for recognition.
Article 30: If the Company has earnings in the year, appropriate 1~5% as remuneration to the employees, and no more than 3% as remuneration to the Directors at the resolution of the Board. However, the Company shall appropriate for covering carryforward loss where applicable, followed by the appropriation at the aforementioned ratios for remuneration. If the Company makes profit after account settlement, appropriate for the payment of applicable taxes and covering carryforward loss as required by law, followed by the appropriation of 10% for mandatory reserve, and the appropriation or reversal of special reserve under applicable laws or the rules of the competent authority. The remainder shall be pooled up with the undistributed earnings of the previous period proposed for paying out by the Board as stock dividend to shareholders at the approval of the Shareholders Meeting.
Article 30 - 1: The residual dividend policy is adopted for the need of business expansion in line with the long-term financial planning of the Company for sustainable development and stable corporate development. This will be based on the capital budgeting of the Company in the future for measurement of capital requirement with the funding by retained earnings. Only the remainder of the earnings will be paid out as stock dividend. The procedure is specified as follows: (I) The optimal capital budgeting.

(II) Determine the fund for satisfying the financing as stated in the aforementioned capital budgeting.
(III) The amount of financing as determined shall be funded by retained earnings (the amount short could be raised by offering new shares or issuance of corporate bonds).
(IV) The remainder of earnings shall be retained at appropriate amount and pay the rest to shareholders as dividend.
Dividend will be paid out in consideration of the status of capital utilization and map out the ratio of cash dividend and stock dividend. In general, cash dividend shall be paid from 50% to 100% of total dividend while stock dividend will be paid at 50% or down to 0%.

Chapter 7: Miscellaneous

Article 31: The Board shall separately institute the Organization Charter and enforcement rules of the Company.
Article 32: Anything not covered by the Articles of Incorporation shall be governed by the Company Act and other applicable laws.
Article 33: The Articles of Incorporation were instituted on 1984.12.13. Amended for the 1[st] instance on 1985.08.28 Amended for the 2[nd] instance on 1985.10.01 Amended for the 3[rd] instance on 1987.07.14 Amended for the 4[th] instance on 1989.04.18 Amended for the 5[th] instance on 1990.03.27 Amended for the 6[th] instance on 1991.05.18 Amended for the 7[th] instance on 1993.05.15 Amended for the 8[th] instance on 1994.12.10 Amended for the 9[th] instance on 1995.10.20 Amended for the 10[th] instance on 1996.05.16 Amended for the 11[th] instance on 1997.10.21 Amended for the 12[th] instance on 1998.05.26 Amended for the 13[th] instance on 1999.05.21 Amended for the 14[th] instance on 2000.06.16 Amended for the 15[th] instance on 2000.06.16 Amended for the 16[th] instance on 2001.06.26 Amended for the 17[th] instance on 2001.06.26 Amended for the 18[th] instance on 2002,06.20 Amended for the 19[th] instance on 2004.06.10 Amended for the 20[th] instance on 2005.06.10 Amended for the 21[st] instance on 2006.05.17 Amended for the 22[nd] instance on 2007.06.13 Amended for the 23[rd] instance on 2008.05.30 Amended for the 24[th] instance on 2009.05.21

Amended for the 25[th] instance on 2011.06.28 Amended for the 26[th] instance on 2012.06.19 Amended for the 27[th] instance on 2014.06.27 Amended for the 28[th] instance on 2016.06.21 Amended for the 29[th] instance on 2017.06.20 Amended for the 30[th] instance on 2018.06.12

Unitech Printed Circuit Board Corp. Chang Yuan-Min

Chairman:

Appendix III

Unitech Printed Circuit Board Corp. Regulations Governing the Election of Directors (before amendment)

Article 1: This set of Regulations is instituted in accordance with the Company Act and the Articles of Incorporation of the Company. The election of Directors shall be governed by the Regulations.
Article 2: The candidate nomination system and registered ballot in accumulation of votes is adopted by the Company in the election of Directors. The Attendance Pass number printed on the ballot could be used in lieu of the name of the voter. Shareholders are entitled to the voting rights equivalent to the number of Directors to be elected for the holding of each share in the election under the law provides otherwise. Voters may concentrate the votes at particular candidate or distribute the votes to different candidates.
Article 3: Directors of the Company shall be elected from the candidates on the list by the Shareholders Meeting and the number of seats for the Directors is specified in the Articles of Incorporation. Candidates who win the majority of the votes shall be elected to the seats as Directors. If two or more candidates won the same number of votes but there is no more seats for Directors, candidates who won the same number of votes shall engage in a lot drawing to decide who will be elected to the seat. The Presiding Officer shall act on behalf of the candidates who are absent from the meeting in drawing the lot. The election of Directors and Independent Directors shall be held simultaneously. The votes for candidates to the seats of Directors and Independent Directors shall be counted separately. Candidates who won the majority of the votes shall be elected to the seats in descending order.
Article 4: The Board shall prepare ballots equivalent to the number of Directors to be elected and mark down the votes for release to the Shareholders in session.
Article 5: The Presiding Officer shall appoint a number of scrutineers and tallying clerks before the election takes place to performed their assigned duties.
Article 6: The Board shall prepare a ballot box for the election of Directors. The scrutineers shall check the ballot box in front of the public before the election takes place.
Article 7: If the candidate is also a shareholder, the voter shall mark down the account title and shareholder account title of the candidate in the field of “candidate” in the ballot. If not, mark down the name and the ID card number of the candidate. If the candidate is the government shareholder or institutional shareholder, the field of the name of candidate in the ballot should be

marked the name of the government or the institution, or the name of the representative of the government or the institution: if there are several representatives, put down the names of the representatives one-by-one. For voters casting votes electronically, click to select the seats for the candidates and the votes allocated to the candidates. The seats assigned to the candidates shall not be more than the total number of seats of Directors to be elected. Likewise, the total number of votes shall not exceed all the votes held by the voters.

Article 8: A ballot shall be void if any of the following applies:
(I) Use a ballot not in conformity with The Regulations.
(II) The ballot has not been put inside the ballot box prepared by the Board.
(III) Put blank ballot inside the ballot box.
(IV) The handwriting is vague that cannot be read or has been marked for correction.
(V) The candidate marked on the ballot is not on the list of candidates for the election.
(VI) If the candidate being marked down is a shareholder: the identity, shareholder account title is not relevant with the record in the shareholder roster. If the candidate being marked down is not a shareholder, the name, ID card number was proved irrelevant.
(VII) Handwriting of other wording was marked down on the ballot in addition to the name of the candidate and shareholder account number or ID card number.
(VIII) If the name of the candidate is identical with another shareholder but the shareholder account title or ID card number was not marked on the ballot for identification.
(IX) The total number of votes cast by the voters is more than the total number of votes allocated to the voters.
Article 9: The ballot will be opened immediately after balloting. The Presiding Officer will announced the result on the scene.
Article 10: (Deleted)
Article 11: Anything not mentioned in the Regulations shall be governed by the Company Act and other applicable laws.
Article 12: The Regulations shall come into force at the resolution of the Shareholders Meeting. The same procedure is applicable to any amendment thereto.

Appendix IV

Information on resolution of the Board on remuneration to the employees and

Directors:

No remuneration to the employees and the Directors in this year. This part is not applicable here.

Appendix V The influence of stock dividend to the operation performance, earnings per share, and ROI of the Shareholders:

No stock dividend paid in this year. This part is not applicable here.

Appendix VI

Unitech Printed Circuit Board Corp. Quantity of Shareholders by Directors

I. Minimum requirement of shareholders of Directors and the listing of shareholding as stated in the Shareholder Roster

Title	Required quantity of shareholding		Quantity of shareholding in Shareholder Roster	Quantity of shareholding in Shareholder Roster	Ratio of actual shareholding
Directors	19,821,029		39,908,223		6.44%
II. Listing of shareholding
Title	Name	Quantity of shareholding in Shareholder Roster			Remark
Chairman	Guo-Ling Investment Co., Ltd.	36,950,280		Representative: Chang ,Yuan-Min
Vice Chairman	Taichung Port Warehousing and Stevedoring Co., Ltd.	655,143		Representative: Chang ,Yuan-Fu
Director	Guo-Ling Investment Co., Ltd.	36,950,280		Representative: Chen,Cheng-Hsiung
Director	Ko, Wen-Sheng,	2,302,800
Independent Director	Chu, Min-Hsien	0
Independent Director	Wang, Feng-Kuei	0
Independent Director	Hsu, Wen-Hsin	0
Note: Day of no transfer: 2021.04.25

AI assistant

UNITECH — AGM Information 2021

52034_rns_2021-08-11_ec3e60d4-b65e-462b-9890-b9be89d10522.pdf

Unitech Printed Circuit Board Corp.

2021 General Meeting of Shareholders

Procedure Handbook

Unitech Printed Circuit Board Corp. 2021 General Meeting of Shareholders Procedure Handbook

Table of content

Unitech Printed Circuit Board Corp. Procedure for 2021 General Meeting of Shareholders in regular session

Unitech Printed Circuit Board Corp. 2021 General Meeting of Shareholders Agenda

I. Announcement of the meeting in session

II. Presiding Officer assumes position for the session

VII. Election:

VIII. Other motions:

X. Adjournment of the meeting

Report

Report No. 1 - presented by the Board

Report No. 2 -presented by the Board

Report No. 3 - presented by the Board

Points of recognition

Recognition motion no. 1 - presented by the Board

Recognition motion no. 2 - presented by the Board

Table of appropriation for covering carryforward loss

Points of discussion

Motion No. 1- presented by the Board

Motion Number 2. - presented by the Board

Election

Motion of Election - presented by the Board

Other motions

Motion No. 1 -presented by the Board

Extemporary motion:

Adjournment of meeting

Business Report of 2020

Financial Result and Business Report in 2020

Business Plan of 2021

Development Strategy in the future

Macroeconomic Factors:

External Competitive Environment:

Demand:

Supply:

Corporate Development Strategy:

1. Focus on the structure for profit for increasing the ratio of revenue from niche products.

2. Careful assessment of market trend, active expansion of production capacity for

niche products, introduction of automated and smart production in

consideration of investment cost and economic performance.

3. Continue to launch CSR and development of Green Unitech

Audit Committee Review Report

Unitech Printed Circuit Board Corp.

Audit Committee Review Report

Unitech Printed Circuit Board Corp. Ethical Corporate Management Procedure and Code of Conduct

Article I: (Purpose and scope)

Article II: (Subject of regulation)

Article III: (Unethical Practices)

Article IV: (Patterns of Benefits)

Article V: (Designated Body and Function)

Article VI: (Prohibition of offering or acceptance of unjustified benefits)

Article IX: (Procedure for handling political donation)

Article XXIV: (Implementation)

Article XXV

Mapping of the “Regulations Governing the Election of Directors” before and after amendment

Mapping of “Parliamentary Procedure for Shareholders Meeting” before and after amendment

Unitech Printed Circuit Board Corp. Parliamentary Procedure for Shareholders Meeting (before amendment)

Unitech Printed Circuit Board Corp.

Chapter 1: General Provision

Chapter 2: Shares of Stock

Chapter 3: Shareholders Meeting

Chapter 4: Directors

Chapter 5: Managers and Employees

Chapter 6: Accounting

Chapter 7: Miscellaneous

Appendix III

Unitech Printed Circuit Board Corp. Regulations Governing the Election of Directors (before amendment)

Information on resolution of the Board on remuneration to the employees and

Directors:

Appendix V The influence of stock dividend to the operation performance, earnings per share, and ROI of the Shareholders:

Unitech Printed Circuit Board Corp. Quantity of Shareholders by Directors

I. Minimum requirement of shareholders of Directors and the listing of shareholding as stated in the Shareholder Roster

More from UNITECH

UNITECH AGM Information 2021