Whetron - AGM Information 2026 | FinancialReports.eu

Stock Code: 6722

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Whetron Electronics Co., Ltd. 2026 Annual Meeting of Shareholders Handbook

The original of this handbook is written in Chinese language. If there is any discrepancy between the Chinese version and this English translation, the Chinese version shall prevail.

May 29, 2026

One. Meeting Procedures ........................................................................................................... 1 Two. Meeting Agenda ................................................................................................................ 2 I. Reports ............................................................................................................................ 3 II. Matters for Ratification ................................................................................................. 4 III. Matters for Discussion and Election ............................................................................ 6 IV. Extraordinary Motions .................................................................................................. 6 Three. Attachments Attachment 1. 2025 Business Report ................................................................................. 7 Attachment 2. 2025 Audit Committee's Review Report .................................................... 9 Attachment 3. Comparison Table for Amendments to the "Sustainable Development Best Practice Principles" .................................................................................. 10 Attachment 4. Comparison Table for Amendments to the "Rules of Procedure for Board of Directors Meetings" ............................................................................. 11 Attachment 5. 2025 Consolidated Financial Statements and Independent Auditors' Report ....................................................................................................... 12 Attachment 6. Comparison Table for Amendments to the "Articles of Incorporation" ... 20 Attachment 7. List of Independent Director Candidates .................................................. 21 Four. Appendices Appendix 1. Articles of Incorporation (Before Amendment) .......................................... 22 Appendix 2. Rules of Procedure for Shareholders' Meetings .......................................... 26 Appendix 3. Procedures for Election of Directors ........................................................... 31 Appendix 4. "Sustainable Development Best Practice Principles" (Before Amendment)33 Appendix 5. "Rules of Procedure for Board of Directors Meetings" (Before Amendment) ............................................................................................. 38 Appendix 6. Shareholding Status of All Directors ........................................................... 43

Whetron Electronics Co., Ltd. Meeting Procedures for the 2026 Annual General Meeting

I. Call the Meeting to Order

II. Chairperson's Remarks

III. Reports

IV. Matters for Ratification

V. Matters for Discussion and Election

VI. Extraordinary Motions

VII. Adjournment

Whetron Electronics Co., Ltd. Meeting Agenda for the 2026 Annual General Meeting

Time: 10:00 a.m., May 29, 2026 (Friday)

Venue: RSL Hotel Taipei Zhonghe, No. 631, Zhongzheng Road, Zhonghe District, New Taipei City

Meeting Format: Physical Shareholders' Meeting

I. Call the Meeting to Order
II. Chairperson's Remarks
III. Reports
(I) 2025 Business Report
(II) Audit Committee's Review Report on the 2025 Financial Statements
(III) Status reports of 2025 Employees and Directors Compensation Distribution
(IV) Amendment to the "Sustainable Development Best Practice Principles"
(V) Amendment to the "Rules of Procedure for Board of Directors Meetings"
IV. Matters for Ratification
(I) Adoption of the 2025 Business Report and Financial Statements
(II) Adoption of the Proposal for Distribution of 2025 Profits
V. Matters for Discussion and Election
(I) Proposal for Amendment to the "Articles of Incorporation"
(II) Motion for By-election of One Independent Director
VI. Extraordinary Motions
VII. Adjournment

[Reports]

Item 1

Subject: 2025 Business Report, submitted for review.

Explanation: The Company's 2025 Business Report is provided in Attachment 1 (page 7).

Item 2

Subject: Audit Committee's Review Report on the 2025 Financial Statements, submitted for review.
Explanation: The Company's 2025 financial statements and related schedules have been reviewed by the Audit Committee, which has issued its review report. Please refer to Attachment 2 (page 9).

Item 3

Subject: Status reports of 2025 Employees and Directors Compensation Distribution, submitted for review.
Explanation: In accordance with Article 28 of the Articles of Incorporation, the Company has appropriated NT$14,300,000 for employees' remuneration and NT$5,600,000 for directors' remuneration from the annual profits. The above remuneration has been paid entirely in cash.

Item 4

Subject: Amendment to the "Sustainable Development Best Practice Principles", submitted for review.

Explanation: In response to operational needs, certain provisions of the "Sustainable Development Best Practice Principles" are proposed for amendment. Please refer to Attachment 3 (page 10) for the comparison table.

Item 5

Subject: Amendment to the "Rules of Procedure for Board of Directors Meetings", submitted for review.

Explanation: In response to operational needs, certain provisions of the "Rules of Procedure for Board of Directors Meetings" are proposed for amendment. Please refer to Attachment 4 (page 11) for the comparison table.

[Matters for Ratification]

Item 1 (Proposed by the Board of Directors)

Subject: Adoption of the 2025 Business Report and Financial Statements.

Explanation:

The Company's 2025 consolidated and parent company only financial statements have been audited by CPAs Huang, Hai-Ning and Chen, Yen-Hui of KPMG. The aforementioned financial statements, together with the Business Report and related schedules, have been submitted to the Audit Committee for review, and a review report has been issued.
For the aforementioned financial statements, please refer to Attachment 5 (page 12); for the Business Report, please refer to Attachment 1 (page 7).
Submitted for ratification.

Resolution:

Item 2 (Proposed by the Board of Directors)

Subject: Adoption of the Proposal for Distribution of 2025 Profits.

Explanation:

The Company's net profit after tax for 2025 amounted to NT$226,138,693. The proposed earnings distribution is set out below:

Item Unappropriated earnings at beginning of period (IFRS) Add: Remeasurements of defined benefit plans for 2025 Add: Net profit after tax for 2025 Total amount of current-period net profit and other items recognized in unappropriated earnings Less: Legal reserve Add: Special reserve (appropriated in accordance with regulations for deductions from equity) Earnings available for distribution Distribution items Unappropriated earnings at end of period	Amount(NT$)
	243,927,950 515,189 226,138,693
	470,581,832 ( 22,665,388) 22,874,108
	470,790,552 (176,800,000)
	293,990,552

A cash dividend of NT$176,800,000 is proposed for distribution to shareholders, representing NT$2.0 per share. Amounts are calculated to the nearest dollar, with any fractional amounts less than NT$1 rounded down. The aggregate amount of fractional entitlements shall be adjusted in descending order of fractional amounts and by shareholder account number to ensure that the total distribution amount is maintained.
If, subsequent to this earnings distribution proposal, the total number of the Company's outstanding shares is affected by changes in applicable laws or regulations, amendments required by the competent authority, the Company's repurchase or cancellation of treasury shares, or other objective or subjective factors, it is proposed that the Chairman be authorized to adjust the distribution ratio based on the total amount of earnings proposed for distribution to common shares as resolved by this shareholders' meeting and the actual number of outstanding shares on the record date.

The ex-dividend date and other related matters shall be determined by the Chairman as authorized by the shareholders' meeting.
This proposal has been reviewed by the Audit Committee, submitted to and resolved by the Board of Directors, and is hereby submitted for ratification.

Resolution:

[Matters for Discussion and Election]

Item 1 (Proposed by the Board of Directors)

Subject: Proposal for Amendment to the "Articles of Incorporation".

Explanation:

In response to operational needs, certain provisions of the Company's "Articles of Incorporation" are proposed for amendment. Please refer to Attachment 6 (page 20) for the comparison table.
Submitted for discussion.

Resolution:

Item 2 (Proposed by the Board of Directors)

Subject: Motion for By-election of One Independent Director.

Explanation:

Mr. Hsiao, Yun-Lung, an Independent Director of the Company, tendered his resignation on February 25, 2026 due to increasing business commitments. To avoid any impact on the Company's operations, his resignation will take effect on the date of the 2026 Annual General Meeting. Accordingly, it is proposed that one Independent Director be by-elected at this Annual General Meeting.
In accordance with the Company's Articles of Incorporation, the current Board comprises eight directors, including four independent directors. The newly elected Independent Director shall assume office upon election at the shareholders' meeting and shall serve the remainder of the original term, from May 29, 2026 to June 9, 2028.
The list of candidates for Independent Director has been nominated and approved by the Board of Directors on April 8, 2026. Please refer to Attachment 7 (page 21) for the list of candidates.
Submitted for Election.

Resolution:

[Extraordinary Motions]

[Adjournment]

Attachment 1

Business Report

The business performance for 2025 is hereby reported as follows:

I. 2025 Business Report
(I) Results of Business Plan Implementation

The Company's standalone net operating revenue for 2025 amounted to NT$2,481,620 thousand, an increase of 0.79% from the previous year. Consolidated net operating revenue for 2025 amounted to NT$5,098,200 thousand, representing a decrease of 2.79% compared with the previous year. Net profit after tax amounted to NT$226,139 thousand, with earnings per share of NT$2.9.

(II) Budget Execution

The Company did not publicly disclose any financial forecasts for 2025. Overall operating performance was generally in line with the Company's internal projections.

(III) Profitability Analysis

Item	Year	2025	2024
Financial Structure	Debt-to-asset ratio(%)	54.36	54.22%
	Long-term funds to fixed assets ratio (%)	149.87%	146.22%
Profitability	Return on assets(%)	5.32%	4.93%
	Return on equity (%)	10.67%	10.13%
	Pre-tax income to paid-in capital ratio (%)	37.19%	31.55%
	Netprofit margin(%)	4.44%	3.86%
	Earningsper share(NT$)	2.90	2.60

(IV) Research and Development

The Company adheres to the principles of "continuous innovation, pursuit of excellence, and mutual benefit," and is committed to advancing toward product diversification and global market expansion. With sensing technology at its core, the Company focuses on developing intelligent, modular, and system-integrated solutions while pursuing diversified product offerings and applications across multiple markets. The Company continues to deepen its research and development efforts in advanced driver assistance system-related products, including parking assistance, driving safety, and driver convenience. In response to customer needs, product development trends, and regulatory requirements in various countries, the Company leverages a highly skilled R&D team and innovative technologies to continuously develop advanced, safe, and reliable automotive electronic products and services that meet customer expectations, with the goal of becoming a leading supplier of automotive electronic products to major global automakers.

II. 2026 Business Plan

(I) Operating Strategies
Continue to deepen relationships with key customers in major sales markets, while actively securing new customers and new vehicle model orders to increase market share in each region.
Continue to invest in the development of strategic new products and expand application markets, creating diversified business opportunities across passenger vehicles, two-wheelers, and commercial vehicles, with a view to further driving revenue and profit growth.
Actively pursue business opportunities in the Southeast Asian market to fully utilize the production capacity of Thai Whetron's new facility and establish it as a regional operational hub.
Continue integrating Group resources and flexibly allocating them in response to market changes to enhance overall operational capabilities and business resilience.
Continue to streamline internal management, enhance quality, reduce costs, and maintain strict inventory control to improve resource utilization efficiency and competitiveness.

(II) Projected Sales Volume

The Company will implement flexible sales strategies based on market dynamics across global regions to optimize production and sales allocation in a timely manner. In the face of external uncertainties, the Company will continue to adopt a prudent, disciplined approach to expanding its presence across regional markets, while proactively turning challenges into drivers of growth.

(III) Key Production and Sales Strategies
1. Continue to deepen process optimization and expand automation deployment, with a focus on enhancing production efficiency and yield rates, and fully implementing a lean manufacturing system to strengthen overall manufacturing competitiveness.
2. Continue to strengthen quality control, improve delivery accuracy, and actively shorten product development cycles (time to market) to reinforce relationships with existing customers and secure new customers, thereby creating additional business opportunities.
3. Continue to maintain strict control over inventory levels and ensure healthy cash flow to respond to market fluctuations and uncertainties.
4. Continue to actively pursue business opportunities in the Southeast Asian market and position Thai Whetron as the Group's regional hub in Southeast Asia.
III. Future Development Strategies
(I) Continue to invest in new technologies and product development to strengthen technological advantages and ensure the Company's long-term competitiveness.
(II) Integrate Group resources and enhance operational resilience to respond to evolving trends across different markets and product segments, while formulating appropriate offensive and defensive strategies to optimize resource allocation and deployment.
(III) Actively seek strategic partners and, through resource optimization and technological collaboration, further strengthen core competitive advantages, jointly explore new market opportunities, and create long-term growth value.
(IV) Continue to strengthen financial and operational management and risk control capabilities, reduce the debt ratio, and optimize the Company's financial structure.
IV. Impact of External Competition, Regulatory Environment, and Macroeconomic Conditions

Amid geopolitical developments and macroeconomic volatility, uncertainty in the global operating environment continues to rise. However, the risk profiles and growth drivers of regional markets vary and exhibit distinct characteristics. The Company will closely monitor regional policy developments, leverage its global footprint, and implement localized offensive and defensive strategies to mitigate potential risks and capture growth opportunities.

In terms of internal governance, the Company will continue to enhance cost control, closely monitor inventory levels and accounts receivable risk, and maximize capital efficiency. With a solid financial foundation and a prudently optimistic outlook, the Company will demonstrate operational resilience amid changing conditions and create long-term value for shareholders.

Chairman: Chiang, Yi-Hsin General Manager: Chiang, Shih-Feng Head of Accounting: Li, Ming-Chen

Attachment 2

Whetron Electronics Co., Ltd. Audit Committee's Review Report

The Board of Directors has submitted the Company's 2025 Business Report, financial statements, and proposal for appropriation of earnings. The financial statements have been audited by CPAs Huang, Hai-Ning and Chen, Yen-Hui of KPMG, who have issued an independent auditors' report. The aforementioned Business Report, financial statements, and proposal for appropriation of earnings have been reviewed by the Audit Committee, which has found no material discrepancies. Accordingly, this report is prepared in accordance with the relevant provisions of the Securities and Exchange Act and the Company Act for your review.

Respectfully submitted to

The 2026 Annual General Meeting of Whetron Electronics Co., Ltd.

Whetron Electronics Co., Ltd.

Audit Committee Convener: Huang, Pei-How

March 10, 2026

Attachment 3

Comparison Table for Amendments to the "Sustainable Development Best Practice Principles"

Before Amendment	After Amendment	After Amendment	After Amendment	Explanation of Amendments
Article 15: The Company (omitted) (omitted) VI. Improve the efficiency of products and services.	Article 15: The Company (omitted) (omitted) VII. Promote the conservation of marine and terrestrial biodiversity and ecosystems, ensure the sustainable use of resources, and the fair and equitable sharing of benefits.			Updated in accordance with the latest amendments to applicable regulations issued by the competent authority.
		ecosystems, ensure the sustainable use of resources, and the fair and
		equitable sharing of benefits.

Article 21: The Company should provide employees with appropriate (omitted) The Company shall establish and implement (omitted)	Article 21:		The Company shall provide employees with appropriate (omitted) The Company should establish industry–academia collaboration	Updated in accordance with the latest amendments to applicable regulations issued by the competent authority.
			programs to develop future talent for the industry. The Company shall establish and implement (omitted)

Attachment 4

Comparison Table for Amendments to the "Rules of Procedure for Board of Directors Meetings"

Before Amendment	After Amendment	Explanation of Amendments
Article 12: Matters Requiring Discussion by the Board of Directors (omitted) The related parties referred to in Subparagraph7 of the preceding paragraph (omitted)	Article 12: Matters Requiring Discussion by the Board of Directors (omitted) The related parties referred to in Subparagraph8of the preceding paragraph (omitted)	Adjusted to align with the revised description of relevant provisions.

Attachment 5

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300091 11 Tel + 886 3 579 9955 No. 11, Prosperity Road I, Hsinchu Science Park, Fax + 886 3 563 2277 Hsinchu, 300091, Taiwan (R.O.C.) Web kpmg.com/tw

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KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

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Attachment 6

Comparison Table for Amendments to the "Articles of Incorporation"

Before Amendment	After Amendment	After Amendment	Explanation of Amendments
-	Article 28-2: Where the Company distributes dividends or bonuses, or all or part of the legal reserve or capital reserve, in cash, the Board of Directors is authorized to approve such distribution by a resolution adopted by a majority vote at a meeting attended by at least two-thirds of the directors present, and shall report such distribution to the shareholders' meeting.		Added in response to the Company's operational needs.
Article 30: These Articles of Incorporation were adopted on November 25, 1982, and subsequently amended on June 15, 1983 (1st amendment), September 1, 1983 (2nd amendment), November 20, 1984 (3rd amendment), October 9, 1985 (4th amendment), August 22, 1986 (5th amendment), September 14, 1986 (6th amendment), July 15, 1987 (7th amendment), December 4, 1991 (8th amendment), June 6, 1994 (9th amendment), April 11, 2000 (10th amendment), August 28, 2000 (11th amendment), September 15, 2001 (12th amendment), November 13, 2002 (13th amendment), July 25, 2003 (14th amendment), October 4, 2004 (15th amendment), April 20, 2005 (16th amendment), November 18, 2005 (17th amendment), September 22, 2006 (18th amendment), November 7, 2006 (19th amendment), August 24, 2010 (20th amendment), June 30, 2011 (21st amendment), December 16, 2011 (22nd amendment), June 24, 2016 (23rd amendment), June 25, 2018 (24th amendment), June 28, 2019 (25th amendment), June 23, 2022 (26th amendment), June 28, 2024 (27th amendment), and June 10, 2025 (28th amendment).	Article 30:	These Articles of Incorporation were adopted on November 25, 1982, and subsequently amended on June 15, 1983 (1st amendment), September 1, 1983 (2nd amendment), November 20, 1984 (3rd amendment), October 9, 1985 (4th amendment), August 22, 1986 (5th amendment), September 14, 1986 (6th amendment), July 15, 1987 (7th amendment), December 4, 1991 (8th amendment), June 6, 1994 (9th amendment), April 11, 2000 (10th amendment), August 28, 2000 (11th amendment), September 15, 2001 (12th amendment), November 13, 2002 (13th amendment), July 25, 2003 (14th amendment), October 4, 2004 (15th amendment), April 20, 2005 (16th amendment), November 18, 2005 (17th amendment), September 22, 2006 (18th amendment), November 7, 2006 (19th amendment), August 24, 2010 (20th amendment), June 30, 2011 (21st amendment), December 16, 2011 (22nd amendment), June 24, 2016 (23rd amendment), June 25, 2018 (24th amendment), June 28, 2019 (25th amendment), June 23, 2022 (26th amendment), June 28, 2024 (27th amendment), June 10, 2025 (28th amendment),and ○ ○, 2026 (29th amendment).	Added to include the latest amendment date.

Attachment 7

List of Independent Director Candidates

Nomination Category	Nominee	Number of Shares Held	Education and Experience	Current Positions Held in the Company and Other Companies
Independent Director	Liu,Yueh-Hai	0	Graphic Ant Department, Chinese Culture University Vice President, Ford Motor (China) Limited	-

Appendix 1

Whetron Electronics Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is organized in accordance with the provisions of the Company Act. Its Chinese name is 輝創電子股份有限公司, and its English name is Whetron Electronics Co., Ltd.
Article 2: The scope of business of the Company is as follows:
CB01010 Mechanical Equipment Manufacturing
CC01110 Computer and Peripheral Equipment Manufacturing
CD01030 Motor Vehicles and Parts Manufacturing
CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified
F111090 Wholesale of Building Materials
F113990 Wholesale of Other Machinery and Tools
F113050 Wholesale of Computers and Clerical Machinery Equipment
F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories
F211010 Retail Sale of Building Materials
F213030 Retail Sale of Computers and Clerical Machinery Equipment
F213080 Retail Sale of Machinery and Tools
F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories
IE01010 Telecommunications Service Number Agencies
F401991 Other Export and Import
CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval
Article 3: The Company shall have its head office in New Taipei City. Where necessary, the Company may, upon resolution of the Board of Directors and approval of the competent authority, establish branch offices or representative offices domestically or abroad.
Article 4: The Company shall make public announcements in accordance with the Company Act and other applicable laws and regulations.
Article 5: Where required for business operations, the Board of Directors is authorized to make external investments on behalf of the Company. When acting as a limited liability shareholder of another company, the Company shall not be subject to the restrictions set forth in Article 13 of the Company Act.
Article 6: Where required for business operations or investment purposes, the Company may provide guarantees to external parties.
Except under the circumstances specified in Article 15 of the Company Act, the Company shall not lend its funds to any shareholder or any other person.

Chapter 2 Shares

Article 7: The total authorized capital of the Company shall be NT$1,500,000,000, divided into 150,000,000 shares at a par value of NT$10 per share, all of which shall be common shares. The unissued shares are authorized to be issued by the Board of Directors in installments in accordance with applicable laws and regulations and the Company's operational requirements.
Out of the total authorized capital, 5,000,000 shares are reserved for the exercise of stock options, preferred shares with warrants, or corporate bonds with warrants, and may be issued in installments pursuant to resolutions of the Board of Directors.
Article 7-1: The Company may, upon approval by a resolution adopted by shareholders representing a majority of the total issued shares present at a shareholders' meeting, with the consent of at least two-thirds of the voting rights represented at the meeting, issue employee stock options at a price lower than the closing price on the date of issuance.
Article 7-2: After the Company's shares are listed on TWSE or TPEx, the Company may, in accordance with applicable laws and regulations, transfer repurchased shares to employees at a price lower than the average repurchase price, subject to approval by a resolution adopted at the most recent shareholders' meeting attended by shareholders representing a majority of the total issued shares, with the consent of at least two-thirds of the voting rights represented at the meeting.
Article 7-3: The recipients of treasury shares repurchased by the Company in accordance with the Company Act, recipients of employee stock options and restricted shares for employees, and employees eligible to

subscribe for newly issued shares in connection with capital increases may include employees of controlled or affiliated companies who meet certain criteria, as determined by the Board of Directors.

Article 8: All share certificates of the Company shall be registered and shall be signed or sealed by a director representing the Company and duly authenticated in accordance with applicable laws and regulations before issuance. The Company may be exempt from printing physical share certificates, provided that the shares are registered with or deposited in a centralized securities depository. The same shall apply to other securities issued by the Company.
Article 9: Changes to the shareholders' register shall be suspended for a period of sixty days prior to the date of an Annual General Meeting, thirty days prior to the date of an Extraordinary General Meeting, or five days prior to the record date for distribution of dividends, bonuses, or other benefits.
Article 10: The Company may charge a handling fee for the reissuance of share certificates due to transfer, loss, or damage.
Article 11: Unless otherwise provided by applicable laws and regulations, all matters relating to the Company's shareholder services shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated by the competent authority.

Chapter 3 Shareholders' Meetings

Article 12: There are two types of shareholders' meetings: Annual General Meetings and Extraordinary General Meetings. An Annual General Meeting shall be convened once every year, within six months after the end of each fiscal year. An Extraordinary General Meeting shall be convened as necessary in accordance with applicable laws.
The shareholders' meetings shall be convened by the Board of Directors, unless otherwise provided by law.
Article 13: The notice of an Annual General Meeting shall be sent to shareholders at least thirty days prior to the meeting, and the notice for an Extraordinary General Meeting shall be sent at least fifteen days prior to the meeting. The notice shall include the date, location, and agenda of the meeting, and shall be provided to shareholders in writing or electronically. However, for shareholders holding fewer than 1,000 shares, the notice may be given by announcement.
Article 14: Shareholders holding at least 1% of the total shares may submit proposals for the Annual General Meeting in writing, with a limit of one proposal per shareholder. If more than one proposal is submitted, only the first proposal will be considered. All proposals will be handled in accordance with the Company Act and related regulations.
Article 15: When the Board of Directors convenes a shareholders' meeting, the Chairman of the Board shall preside as the meeting' s chairperson. If the Chairman is absent or unable to exercise their duties, the Chairman may appoint a director to act on their behalf. If no such appointment is made, the directors will elect one among themselves to act as the chairperson. When a shareholders' meeting is convened by an entity other than the Board of Directors, the convening party shall serve as the chairperson. If there are two or more convening parties, the chairperson shall be elected from among the convening parties.
Article 16: If a shareholder is unable to attend a shareholders' meeting, they may appoint a proxy by executing a proxy form specifying the scope of authorization, which shall be signed or sealed. The procedures for proxy attendance shall be in accordance with the " Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies," unless otherwise stipulated by law.
Article 17: If the Company plans to revoke its public offering in the future, such a proposal shall be submitted for resolution at a shareholders' meeting. Furthermore, the provisions of this article shall not be amended during the period of the Company's Emerging Stock Board listing or subsequent listing on the TWSE or TPEx.
Article 18: Except as otherwise provided by law, each share of the Company shall carry one vote. Voting at shareholders' meetings may be conducted by written or electronic means in accordance with the relevant laws and regulations. The method for exercising voting rights shall be specified in the notice of the shareholders' meeting.
Article 19: Resolutions at shareholders' meetings, except as otherwise provided by law, shall require the presence of shareholders, in person or by proxy, representing more than half of the total issued shares, and shall be passed by a majority of the votes cast by those present.
Article 20: Resolutions adopted at shareholders' meetings shall be recorded in the meeting minutes, which shall be signed or sealed by the chairperson of the meeting. The minutes shall be distributed to all shareholders within twenty days after the meeting.
The minutes may be prepared and distributed by electronic means. After the Company's shares are publicly listed, the distribution of the minutes may be made by by way of public announcement.

Chapter 4 Board of Directors

Article 21: The Company shall have five to nine directors, who shall serve a term of three years and be elected by the shareholders' meeting from among persons with legal capacity. Directors may be re-elected upon expiration of their terms.

When electing directors, each share shall carry voting rights equal to the number of directors to be elected, and such voting rights may be exercised either by concentrating them on a single candidate or by distributing them among multiple candidates. Candidates receiving the most votes shall be elected.

The election of Company's directors shall adopt the candidate nomination system, and the relevant procedures shall be handled in accordance with these Articles of Incorporation and applicable laws and regulations.

The Company may, during the term of office of its directors, purchase liability insurance for liabilities that directors may incur in the course of performing their duties in accordance with law. Following the purchase or renewal of such insurance, the Company shall submit details of the insured amount, coverage scope, and premium rate to the most recent meeting of the Board of Directors.
The aggregate shareholding percentage of all directors shall comply with the regulations prescribed by the competent securities authority.
Article 21-1: Where the Company establishes independent directors, the number of independent directors shall not be fewer than two and shall not be less than one-fifth of the total number of directors. The election of independent directors shall adopt the candidate nomination system, and independent directors shall be elected by the shareholders' meeting from among the list of nominated candidates. The professional qualifications, shareholding requirements, restrictions on concurrent positions, nomination and election procedures, and other compliance matters for independent directors shall be governed by the relevant regulations of the competent securities authority.
Article 21-2: The Company may establish functional committees under the Board of Directors. The establishment and duties of such committees shall be governed by the relevant regulations of the competent securities authority.
Article 21-3: The Company shall establish an Audit Committee in accordance with the regulations of the competent securities authority. Matters such as the number of members, term of office, duties, and rules of procedure of the Committee shall be separately prescribed in the committee charter in accordance with applicable laws and regulations.
Article 22: The Board of Directors shall be composed of the directors. A Chairman of the Board shall be elected from among the directors by a resolution adopted at a meeting attended by at least two-thirds of the directors, with the consent of a majority of the directors present. A Vice Chairman may also be elected in the same manner. The Chairman shall act as the chairperson of the shareholders' meeting and the Board of Directors, and shall represent the Company externally.
Article 23: Except for the first meeting of each term of the Board of Directors, which shall be convened by the director who received the highest number of votes in the election after re-election, meetings of the Board of Directors shall be convened by the Chairman. Notice of a Board meeting shall be given at least seven days prior to the meeting and may be provided by facsimile or electronic mail in lieu of written notice. In case of emergency, a meeting may be convened at any time. The notice of a Board meeting shall specify the date, time, location, and reasons for convening the meeting.
If the Chairman is on leave or otherwise unable to perform their duties, a proxy shall be appointed in accordance with Article 208 of the Company Act.
Article 24: If a director is unable to attend a Board meeting, they may, in accordance with Article 205 of the Company Act, appoint another director as their proxy by issuing a written proxy. Each director may act as proxy for only one other director.
Article 25: The remuneration of directors may be determined by the Board of Directors, regardless of the Company's profit or loss, based on the extent of their participation in the Company's operations and the value of their contributions, and in accordance with prevailing industry standards.

Chapter 5 Managerial Personnel

Article 26: The Company may appoint managerial personnel. Their appointment, dismissal, and remuneration shall be governed by Article 29 of the Company Act.

Chapter 6 Accounting

Article 27: At the end of each fiscal year, the Board of Directors shall prepare the following statements and submit them to the Annual General Meeting for approval: I. Business Report; II. Financial statements; III. Proposal for appropriation of earnings or offsetting of losses. Article 28: If the Company records a profit for the year, it shall allocate not less than 5% of such profit as employee remuneration. Such remuneration shall be distributed in shares or cash pursuant to a resolution adopted by the Board of Directors at a meeting attended by at least two-thirds of the directors, with the consent of a majority of the directors present. The recipients may include employees of controlled or affiliated companies who meet certain criteria. Of the total employee remuneration, not less than 30% shall be allocated to non-managerial employees in the form of salary adjustments or remuneration. The employee remuneration and directors' remuneration referred to in the preceding paragraph shall be reported to the shareholders' meeting. However, where the Company has accumulated losses, such losses shall first be offset before any allocation is made in accordance with the foregoing percentages. Article 28-1: If the Company has earnings in its annual final accounts, it shall first pay all applicable taxes and offset accumulated losses, and then set aside 10% of the remaining balance as a legal reserve, unless the legal reserve has reached the Company's paid-in capital. A special reserve shall also be set aside in accordance with applicable laws or regulations or as required by the competent authority. If there is any remaining balance, together with unappropriated retained earnings from the previous year, the Board of Directors shall prepare a distribution proposal and submit it to the shareholders' meeting for resolution.

Where there is a net reduction in other equity items accumulated in prior periods, an equivalent amount shall be appropriated from unappropriated retained earnings as a special reserve. If insufficient, the shortfall shall be covered by appropriating from current-period net profit after tax, together with other items recognized in unappropriated retained earnings for the current period. As a general principle, the Company shall distribute no less than 30% of its annual net profit after tax. However, as the Company is in a growth stage, the type and ratio of earnings distribution shall be determined by taking into account the Company's current and future investment environment, funding needs, domestic and international competitive conditions, and capital budgeting, while balancing shareholder interests, dividend policy, and the Company's long-term financial needs. The Board of Directors shall formulate a distribution proposal and submit it to the shareholders' meeting for discussion and resolution. The distribution of earnings shall be made in the form of cash dividends and share dividends. The proportion of cash dividends shall not be less than 10% of the total dividends distributed for the year.

Chapter 7 Supplementary Provisions

Article	29:	Any matters not provided for in these Articles of Incorporation shall be governed by the Company
		Act and other applicable laws and regulations.
Article	30:	These Articles of Incorporation were adopted on November 25, 1982, and subsequently amended
		on June 15, 1983 (1st amendment), September 1, 1983 (2nd amendment), November 20, 1984 (3rd
		amendment), October 9, 1985 (4th amendment), August 22, 1986 (5th amendment), September 14,
		1986 (6th amendment), July 15, 1987 (7th amendment), December 4, 1991 (8th amendment), June
		6, 1994 (9th amendment), April 11, 2000 (10th amendment), August 28, 2000 (11th amendment),
		September 15, 2001 (12th amendment), November 13, 2002 (13th amendment), July 25, 2003 (14th
		amendment), October 4, 2004 (15th amendment), April 20, 2005 (16th amendment), November 18,
		2005 (17th amendment), September 22, 2006 (18th amendment), November 7, 2006 (19th
		amendment), August 24, 2010 (20th amendment), June 30, 2011 (21st amendment), December 16,
		2011 (22nd amendment), June 24, 2016 (23rd amendment), June 25, 2018 (24th amendment), June
		28, 2019 (25th amendment), June 23, 2022 (26th amendment), June 28, 2024 (27th amendment),
		and June 10, 2025 (28th amendment).

Appendix 2

Whetron Electronics Co., Ltd.

Rules of Procedure for Shareholders' Meetings

Article 1: Purpose and Legal Basis To establish a sound corporate governance system for the Company's shareholders' meetings, enhance supervisory functions, and strengthen management effectiveness, these Rules are adopted in compliance with Article 5 of the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies.

Article 2: Scope of Application Unless otherwise provided by applicable laws and regulations or the Articles of Incorporation, the rules of procedure for the Company's shareholders' meetings shall be governed by these Rules. Article 3: Convening of Shareholders' Meetings and Meeting Notices Unless otherwise provided by applicable laws and regulations, the Company's shareholders' meetings shall be convened by the Board of Directors.

The Company shall, at least thirty days prior to the date of an Annual General Meeting, or at least fifteen days prior to the date of an Extraordinary General Meeting, prepare electronic files containing the notice of the shareholders' meeting, proxy forms, and explanatory materials for agenda items including matters for approval, discussion items, and the election or dismissal of directors, and upload them to the Market Observation Post System. In addition, the Company shall, at least twenty-one days prior to the date of an Annual General Meeting, or at least fifteen days prior to the date of an Extraordinary General Meeting, prepare electronic files of the shareholders' meeting handbook and supplementary meeting materials and upload them to the Market Observation Post System. At least fifteen days prior to the date of the shareholders' meeting, the Company shall prepare the shareholders' meeting handbook and supplementary meeting materials for inspection by shareholders at any time, and shall display them at the Company and its appointed professional shareholder services agent. Copies shall also be made available at the meeting venue. The meeting notice and public announcement shall specify the reasons for convening the meeting. With the consent of the recipient, the notice may be given in electronic form. Matters including the election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application for cessation of public offering, approval of directors engaging in competitive activities, capitalization of earnings, capitalization of capital reserves, dissolution, merger, or demerger of the Company, and matters set forth in Article 185, paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the notice of the reasons for convening the meeting and shall not be proposed by way of extraordinary motions. Where the notice of the reasons for convening the shareholders' meeting specifies a full re-election of directors and states the date of assumption of office, after such re-election is completed at that meeting, the date of assumption of office shall not be altered by extraordinary motion or otherwise at the same meeting. A shareholder holding more than 1% of the total issued shares may submit one proposal in writing for inclusion in the agenda of an Annual General Meeting. Any proposal exceeding one item shall not be included in the agenda. If a shareholder proposal falls under any of the circumstances set forth in Article 172-1, paragraph 4 of the Company Act, the Board of Directors may exclude it from the agenda. Shareholders may submit advisory proposals to urge the Company to promote public interest or fulfill its social responsibilities. Such proposals shall be limited to one item and handled in accordance with Article 172-1 of the Company Act. Proposals exceeding one item shall not be included in the agenda. The Company shall, prior to the book closure date before the Annual General Meeting, publicly announce the period for accepting shareholder proposals, the place for submission, and other relevant matters. The acceptance period shall not be less than ten days. Each shareholder proposal shall be limited to 300 words. Proposals exceeding 300 words shall not be included in the agenda. The proposing shareholder shall attend the Annual General Meeting in person or by proxy and participate in the discussion of the proposal. The Company shall notify proposing shareholders of the results of the review of their proposals prior to the date of the meeting notice, and shall include proposals that comply with these Rules in the meeting notice. For shareholder proposals not included in the agenda, the Board of Directors shall explain the reasons for exclusion at the shareholders' meeting.

Article	4:	Proxy Attendance and Authorization
		A shareholder may, for each shareholders' meeting, appoint a proxy to attend the meeting by
		executing a proxy form specifying the scope of authorization. However, where otherwise provided
		by the competent securities authority, such provisions shall prevail.
		Each shareholder shall appoint only one proxy and execute only one proxy form, which shall be
		delivered to the Company at least five days prior to the shareholders' meeting. In the event of
		duplicate proxy forms, the one received first shall prevail. However, this shall not apply where a
		prior proxy has been expressly revoked.
		After a proxy form has been delivered to the Company, if a shareholder intends to attend the
		shareholders' meeting in person or to exercise voting rights by written or electronic means, the
		shareholder shall notify the Company in writing to revoke the proxy at least two days prior to the
		meeting. If the revocation is made after the deadline, the voting rights exercised by the proxy shall
		prevail.
Article	5:	Principles Governing the Time and Place of Shareholders' Meetings
		The shareholders' meeting shall be held at a place where the Company is located or at a location
		convenient for shareholders to attend and suitable for convening the meeting. The meeting shall not
		commence earlier than 9:00 a.m. or later than 3:00 p.m. The place and time of the meeting shall be
		determined with due consideration of the opinions of the independent directors.
Article	6:	Preparation of Attendance Records and Related Documents
		The Company shall specify in the meeting notice the time for shareholder registration, the location
		of the registration desk, and other matters requiring attention.
		The registration period shall commence at least 30 minutes prior to the scheduled start of the
		meeting. The registration desk shall be clearly marked and staffed by sufficient and qualified
		personnel.
		Shareholders attending in person or by proxy (hereinafter referred to as "shareholders") shall present
		attendance certificates, sign-in cards, or other proof of attendance. The Company shall not arbitrarily
		require additional documents beyond those necessary for attendance verification. A proxy solicitor
		shall also present identification documents for verification.
		The Company shall prepare a sign-in register for attending shareholders, or attending shareholders
		may submit sign-in cards in lieu of signing the register.
		The Company shall provide attending shareholders with the meeting handbook, annual report,
		attendance certificates, speaker slips, voting ballots, and other meeting materials. Where directors
		are to be elected, election ballots shall also be provided.
		Where a government or juridical person is a shareholder, its representative attending the
		shareholders' meeting is not limited to one person. Where a juridical person is appointed as a proxy,
		it shall designate only one representative to attend the meeting.
Article	7:	Chairperson and Attendees of the Shareholders' Meeting
		Where a shareholders' meeting is convened by the Board of Directors, the Chairman of the Board
		shall act as the chairperson. If the Chairman is on leave or unable to perform their duties, the Vice
		Chairman shall act on their behalf. If there is no Vice Chairman, or if the Vice Chairman is also
		unable to perform such duties, the Chairman shall designate a director to act as proxy. If no such
		designation is made, the directors shall elect one among themselves to act as the chairperson.
		Where the chairperson is a director acting as proxy as referred to in the preceding paragraph, such
		director shall have served for at least six months and have an understanding of the Company's
		financial and operational conditions. The same shall apply where the chairperson is the
		representative of a juridical person director.
		For shareholders' meetings convened by the Board of Directors, the Chairman should preside in
		person. A majority of the directors should attend in person, and at least one representative from each
		functional committee should attend. Attendance shall be recorded in the minutes of the shareholders'
		meeting.
		Where a shareholders' meeting is convened by a party other than the Board of Directors, such
		convening party shall act as the chairperson. Where there are two or more convening parties, one
		shall be elected from among them to act as the chairperson.
		The Company may designate its retained attorneys, certified public accountants, or relevant
		personnel to attend the shareholders' meeting as non-voting participants.
Article	8:	Audio and Video Recording of the Shareholders' Meeting for Evidentiary Purposes
		The Company shall make continuous and uninterrupted audio and video recordings of the entire
		process of shareholder registration, meeting proceedings, and vote counting, starting from the time
		shareholders begin registration.
		The recordings shall be retained for at least one year. However, where a shareholder files a lawsuit
		pursuant to Article 189 of the Company Act, the recordings shall be retained until the conclusion of
		such litigation.

Article	9:	Calculation of Attendance and Convening of the Meeting
		Attendance at the shareholders' meeting shall be calculated based on the number of shares. The
		number of shares represented by attending shareholders shall be calculated based on the sign-in
		register or sign-in cards submitted, together with the number of shares for which voting rights are
		exercised in writing or by electronic means.
		At the scheduled meeting time, the chairperson shall call the meeting to order and announce relevant
		information, including the number of shares without voting rights and the number of shares
		represented by attending shareholders. If shareholders representing a majority of the total issued
		shares are not present, the chairperson may postpone the meeting, provided that such postponement
		shall not exceed two times in total and the total delay shall not exceed one hour. If, after two
		postponements, shareholders representing at least one-third of the total issued shares are still not
		present, the chairperson shall declare the meeting adjourned.
		If, after two postponements, shareholders representing at least one-third of the total issued shares are
		present, a tentative resolution may be adopted in accordance with Article 175, paragraph 1 of the
		Company Act. All shareholders shall be notified, and another shareholders' meeting shall be
		convened within one month.
		If, before the close of the meeting, the number of shares represented by attending shareholders
		reaches a majority of the total issued shares, the chairperson may resubmit the tentative resolutions
		for voting in accordance with Article 174 of the Company Act.
Article	10:	Discussion of Agenda Items
		Where a shareholders' meeting is convened by the Board of Directors, the agenda shall be
		determined by the Board. All agenda items (including extraordinary motions and amendments to
		original proposals) shall be voted on item by item. The meeting shall proceed in accordance with the
		scheduled agenda and shall not be changed without a resolution of the shareholders' meeting.
		Where a shareholders' meeting is convened by a party other than the Board of Directors, the
		provisions of the preceding paragraph shall apply mutatis mutandis.
		Before the scheduled agenda (including extraordinary motions) has been concluded, the chairperson
		shall not adjourn the meeting without a resolution of the shareholders' meeting. If the chairperson
		adjourns the meeting in violation of the rules of procedure, other members of the Board of Directors
		shall promptly assist the attending shareholders in electing a new chairperson in accordance with
		statutory procedures, with the consent of a majority of the voting rights represented by the attending
		shareholders, to continue the meeting.
		The chairperson shall provide sufficient explanation and opportunity for discussion of each agenda
		item, as well as any amendments or extraordinary motions proposed by shareholders. When the
		chairperson considers that a matter has been sufficiently discussed and is ready for voting, they may
		announce the close of discussion and submit the matter for voting.
Article	11:	Shareholder Remarks
		Before speaking, a shareholder in attendance shall complete a speaker slip indicating the subject of
		the remarks, the shareholder's account number (or attendance certificate number), and the
		shareholder's name. The order of speaking shall be determined by the chairperson.
		A shareholder who submits a speaker slip but does not speak shall be deemed not to have spoken. If
		the content of the remarks differs from that stated on the speaker slip, the actual remarks shall
		prevail.
		For each agenda item, a shareholder may speak no more than twice unless otherwise permitted by
		the chairperson, and each speaking time shall not exceed five minutes. However, if a shareholder's
		remarks violate the rules or exceed the scope of the agenda item, the chairperson may stop the
		shareholder from speaking.
		While a shareholder is speaking, other shareholders may not speak or otherwise interfere unless they
		have obtained the consent of both the chairperson and the speaking shareholder. The chairperson
		shall stop any violations.
		Where a juridical person shareholder designates two or more representatives to attend the
		shareholders' meeting, only one representative may speak on the same agenda item.
		After a shareholder has spoken, the chairperson may respond in person or designate relevant
		personnel to respond.
Article	12:	Calculation of Voting Rights and Recusal Mechanism
		Voting at a shareholders' meeting shall be calculated based on the number of shares held.
		For resolutions at a shareholders' meeting, the number of shares held by shareholders without voting
		rights shall not be counted toward the total issued shares.
		Where a shareholder has a personal interest in a matter under consideration that may be detrimental
		to the interests of the Company, such shareholder shall not participate in voting and shall not act as
		proxy for any other shareholder in exercising voting rights.
		The number of shares for which voting rights may not be exercised under the preceding paragraph

shall not be included in the total voting rights represented by attending shareholders. Except for trust enterprises or shareholder services agents approved by the competent securities authority, where a person acts as proxy for two or more shareholders, the voting rights represented by such proxy shall not exceed 3% of the total voting rights of the issued shares. Any voting rights in excess of such limit shall not be counted.

Article 13: Voting Procedures, Scrutineers, and Vote Counting Method

Each share shall carry one vote; however, shares that are restricted or fall under the circumstances specified in Article 179, paragraph 2 of the Company Act shall not carry voting rights. The Company may adopt written or electronic methods for the exercise of voting rights at shareholders' meetings. The method for exercising such voting rights shall be specified in the meeting notice. A shareholder who exercises voting rights in writing or by electronic means shall be deemed to have attended the shareholders' meeting in person. However, with respect to extraordinary motions and amendments to original proposals at that meeting, such shareholder shall be deemed to have abstained. Accordingly, the Company should avoid proposing extraordinary motions and amendments to original proposals.

A shareholder who exercises voting rights in writing or by electronic means shall have their expression of intent delivered to the Company at least two days prior to the meeting. In the event of duplicate expressions of intent, the one received first shall prevail. However, this shall not apply where a prior expression of intent has been expressly revoked. After exercising voting rights in writing or by electronic means, if a shareholder intends to attend the shareholders' meeting in person, the shareholder shall revoke the prior expression of intent at least two days prior to the meeting using the same method by which the voting rights were exercised. If the revocation is made after the deadline, the voting exercised in writing or by electronic means shall prevail. Where a shareholder exercises voting rights in writing or by electronic means and also appoints a proxy to attend the shareholders' meeting, the voting exercised by the proxy shall prevail. Unless otherwise provided by the Company Act or the Articles of Incorporation, a proposal shall be approved by a majority of the voting rights represented by attending shareholders. If, upon inquiry by the chairperson, no objection is raised, the proposal shall be deemed approved, and such approval shall have the same effect as a resolution passed by voting. Where voting is conducted, the chairperson or their designated personnel shall first announce the total number of voting rights represented by attending shareholders, after which shareholders shall proceed to vote. The results of approval, disapproval, and abstention shall be entered into the Market Observation Post System on the same day. Where there are amendments or alternative proposals to the same matter, the chairperson shall determine the order of voting together with the original proposal. If any one proposal is approved, the other proposals shall be deemed rejected and no further voting shall be required. The scrutineers and vote counting personnel for voting on proposals shall be designated by the chairperson; however, the scrutineers shall be shareholders. Vote counting for resolutions or elections at shareholders' meetings shall be conducted publicly at the meeting venue. The voting results, including the number of votes cast, shall be announced onsite upon completion of counting and recorded. Article 14: Election Matters Where directors are to be elected at a shareholders' meeting, the election shall be conducted in accordance with the relevant election rules adopted by the Company. The results of the election shall be announced on-site, including the list of elected directors and the number of voting rights received by each, as well as the list of unsuccessful candidates and the number of voting rights received by each. The ballots for the election referred to in the preceding paragraph shall be sealed and signed by the scrutineers and properly safeguarded for at least one year. However, where a shareholder files a lawsuit pursuant to Article 189 of the Company Act, such ballots shall be retained until the conclusion of the litigation. Article 15: Meeting Minutes and Signature Matters Resolutions adopted at shareholders' meetings shall be recorded in the meeting minutes, which shall be signed or sealed by the chairperson. The minutes shall be distributed to all shareholders within twenty days after the meeting. The minutes may be prepared and distributed by electronic means. The distribution of the minutes referred to in the preceding paragraph may be made by way of public announcement on the Market Observation Post System. The minutes shall accurately record the year, month, day, and venue of the meeting, the name of the chairperson, the method of resolution, a summary of the proceedings, and the results thereof. The minutes shall be permanently retained by the Company during its existence. Article 16: Public Disclosure The Company shall, on the date of the shareholders' meeting, prepare and disclose at the meeting

venue a summary table, in the prescribed format, of the number of shares solicited by proxy solicitors and the number of shares represented by proxy agents.

Where any resolution of the shareholders' meeting constitutes material information as defined under applicable laws and regulations or the rules of the Taiwan Stock Exchange Corporation (or the Taipei Exchange), the Company shall, within the prescribed time period, upload the relevant information to the Market Observation Post System.

Article 17: Maintenance of Order at the Meeting Venue
Personnel handling the affairs of the shareholders' meeting shall wear identification badges or armbands.

The chairperson may direct disciplinary personnel or security personnel to assist in maintaining order at the meeting venue. Disciplinary personnel or security personnel assisting in maintaining order shall wear armbands or identification badges bearing the words "disciplinary personnel." Where the meeting venue is equipped with sound amplification equipment, any shareholder who speaks without using the equipment provided by the Company may be stopped by the chairperson. Where a shareholder violates the rules of procedure, refuses to comply with the chairperson's instructions, and disrupts the meeting, the chairperson may direct disciplinary personnel or security personnel to request such shareholder to leave the meeting venue.

Article 18: Recess and Resumption of Meeting

During the meeting, the chairperson may announce a recess at their discretion. In the event of force majeure, the chairperson may suspend the meeting and announce a time for resumption as appropriate.

If the meeting venue becomes unavailable before the agenda (including extraordinary motions) has been concluded, the shareholders' meeting may resolve to relocate and continue the meeting at another venue.

Article 19: Supplementary Provisions

These Rules shall be implemented upon approval by the Board of Directors and adoption by the shareholders' meeting. The same shall apply to any amendments hereto.

Appendix 3

Whetron Electronics Co., Ltd.

Rules for Election of Directors

Article 1: To ensure fair, impartial, and transparent election of directors, these Rules are adopted in accordance with Articles 21 and 41 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 2: Unless otherwise provided by applicable laws and regulations or the Articles of Incorporation, the election of directors of the Company shall be conducted in accordance with these Rules.
Article 3: The election of directors shall take into account the overall composition of the Board of Directors. The composition of the Board shall be determined with due consideration to diversity. Appropriate diversity policies shall be formulated based on the Company's operations, business model, and development needs, including but not limited to the following two aspects:
I. Basic attributes and values: gender, age, nationality, and culture;
II. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
Members of the Board shall generally possess the knowledge, skills, and qualities necessary to perform their duties. The Board as a whole shall have the following capabilities:
I. Operational judgment;
II. Accounting and financial analysis;
III. Business management;
IV. Crisis management;
V. Industry knowledge;
VI. International marketing persepctive;
VII. Leadership;

VIII. Decision-making.

More than half of the Board seats shall not be held by persons having a spousal relationship or a relationship within the second degree of kinship with one another.

The Board shall, based on the results of performance evaluations, consider adjustments to its composition.
Article 4: Where the Company establishes independent directors, their qualifications shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
Where the Company establishes independent directors, their qualifications shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. The election of independent directors shall comply with Articles 5 through 9 of the same Regulations and shall be conducted in accordance with Article 24 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 5: The election of directors shall be conducted in accordance with the candidate nomination system prescribed under Article 192-1 of the Company Act. Where a director is dismissed for any reason, and the number of directors falls below five, the Company shall hold a by-election at the next shareholders' meeting. Where vacancies in the Board reach one-third of the total number of directors specified in the Articles of Incorporation, the Company shall convene an Extraordinary General Meeting within sixty days from the date of occurrence to conduct a by-election.
Where the number of independent directors falls below the requirement set forth in Article 14-2, paragraph 1, proviso of the Securities and Exchange Act, a by-election shall be conducted at the next shareholders' meeting. If all independent directors are dismissed, the Company shall convene an Extraordinary General Meeting within sixty days from the date of occurrence to conduct a byelection.
Article 6: The election of directors shall adopt the cumulative voting system. Each share shall carry voting rights equal to the number of directors to be elected, and such voting rights may be concentrated on one candidate or distributed among multiple candidates.

Article 7: The Board of Directors shall prepare ballots in a number equal to the number of directors to be elected, and the number of voting rights shall be indicated on each ballot. The ballots shall be distributed to shareholders present at the shareholders' meeting. The voter's name may be replaced by the attendance certificate number printed on the ballot.
Article 8: Directors shall be elected in accordance with the number of seats specified in the Articles of Incorporation, with voting rights calculated separately for independent directors and nonindependent directors. Candidates receiving votes representing the highest number of voting rights shall be elected in sequence. Where two or more candidates receive the same number of votes and exceed the required number of seats, the election shall be determined by drawing lots among such candidates. Candidates not present shall have lots drawn on their behalf by the chairperson.
Article 9: Prior to the commencement of voting, the chairperson shall appoint a number of scrutineers and vote counters, all of whom shall be shareholders, to perform the relevant duties. The ballot boxes shall be prepared by the Board of Directors and shall be publicly inspected by the scrutineers prior to voting.
Article 10: A ballot shall be deemed invalid under any of the following circumstances:
I. The ballot is not prepared by the party with convening authority;
II. A blank ballot is cast into the ballot box;
III. The handwriting is illegible or has been altered;
IV. The candidate indicated does not match the list of director candidates upon verification; V. Any additional text is included other than the allocation of voting rights.
Article 11: Ballots shall be counted on-site immediately after the conclusion of voting, and the results shall be announced by the chairperson, including the list of elected directors and the number of voting rights received by each.
The ballots for the election referred to in the preceding paragraph shall be sealed and signed by the scrutineers and properly safeguarded for at least one year. However, where a shareholder files a lawsuit pursuant to Article 189 of the Company Act, such ballots shall be retained until the conclusion of the litigation.
Article 12: The Company shall issue formal notices of election to the elected directors.
Article 13: These Rules shall be implemented upon approval by the shareholders' meeting. The same shall apply to any amendments hereto.

Appendix 4

Whetron Electronics Co., Ltd.

Sustainable Development Best Practice Principles (Before Amendment)

Article 1: To fulfill corporate social responsibility and promote economic, environmental, and social progress in order to achieve the goal of sustainable development, and to manage risks and impacts related to economic, environmental, and social factors, the Company hereby adopts these Principles in accordance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and relevant laws and regulations for compliance.
Article 2: These Principles apply to the overall operational activities of the Company and its group enterprises. While engaging in business operations, the Company shall actively promote sustainable development to align with international trends. Through the fulfillment of corporate citizenship, the Company shall enhance its contribution to national economic development, improve the quality of life of employees, communities, and society, and foster a competitive advantage based on sustainability.
Article 3: In promoting sustainable development, the Company shall pay due attention to the rights and interests of stakeholders. While pursuing sustainable operations and profitability, the Company shall give due consideration to environmental, social, and governance (ESG) factors and incorporate them into its management policies and operational activities.
The Company shall, based on the principle of materiality, conduct risk assessments of ESG issues related to its operations and establish corresponding risk management policies or strategies.
Article 4: In implementing sustainable development, the Company should adhere to the following principles: I. Strengthen corporate governance;
II. Develop a sustainable environment;
III. Safeguard social welfare;
IV. Enhance disclosure of sustainable development information.
Article 5: The Company should, as appropriate, consider domestic and international trends in sustainability issues, the relevance to its core business, and the impact of its own operations and those of its group enterprises on stakeholders, in order to formulate sustainable development policies, systems, or relevant management guidelines and specific implementation plans. Such plans shall be approved by the Board of Directors and reported to the shareholders' meeting.
Where shareholders submit proposals relating to sustainable development, the Board of Directors should consider including such proposals in the agenda of the shareholders' meeting.
Article 6: The Company should follow the "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies," the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies," and the reference examples for the "Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/TPEx Listed Companies," to establish an effective governance framework and relevant ethical standards to enhance corporate governance.
Article 7: The directors of the Company shall exercise the duty of care of a prudent manager to oversee the implementation of sustainable development and shall regularly review its effectiveness and make continuous improvements to ensure the implementation of sustainable development policies. When the Board of Directors promotes the Company's sustainable development objectives, it should fully consider the interests of stakeholders and include the following:
I. Establish a sustainable development mission or vision and formulate sustainable development policies, systems, or relevant management guidelines;
II. Incorporate sustainable development into the Company's operational activities and development direction, and approve specific implementation plans;
III. Ensure the timeliness and accuracy of disclosures related to sustainable development. For economic, environmental, and social issues arising from the Company's operations, the Board of Directors shall authorize senior management to handle such matters and report the handling status to the Board. The relevant procedures and responsible personnel shall be clearly defined.
Article 8: The Company should conduct regular training on sustainable development, including awareness and promotion of the matters set forth in paragraph 2 of the preceding Article.

Article 9: To ensure sound management of sustainable development, the Company shall, based on its circumstances, establish a governance structure for sustainable development and designate a dedicated unit (full-time or part-time) responsible for proposing and implementing sustainable development policies, systems, or relevant management guidelines and specific implementation plans, and shall report regularly to the Board of Directors.
The Company should establish reasonable compensation policies to ensure that remuneration structures align with organizational strategic objectives and stakeholders' interests. The Company's employee performance evaluation system should be aligned with sustainable development policies, with clear and effective reward and disciplinary mechanisms established.
Article 10: The Company shall, based on respect for stakeholders' rights and interests, identify its stakeholders and establish a stakeholder section on its website. Through appropriate communication channels, the Company shall understand stakeholders' reasonable expectations and needs and respond appropriately to key sustainability issues of concern.
Article 11: The Company shall comply with applicable environmental laws and regulations and relevant international standards, appropriately protect the natural environment, and endeavor to achieve environmental sustainability in the conduct of its operations and internal management.
Article 12: The Company should strive to improve energy efficiency and increase the use of renewable materials with lower environmental impact, so as to enable the sustainable use of the Earth's resources.
Article 13: The Company should establish an appropriate environmental management system based on its industry characteristics. Such a system shall include the following:
I. Collection and timely assessment of sufficient information regarding the impact of operational activities on the natural environment;
II. Establishment of measurable environmental sustainability objectives, with periodic review of their continuity and relevance;
III. Formulation of specific plans or action programs, with regular review of implementation effectiveness.
Article 14: The Company should establish a dedicated unit or designate personnel responsible for environmental management, to formulate, promote, and maintain relevant environmental management systems and specific action plans, and to conduct regular environmental education and training for management and employees.
Article 15: The Company should consider the impact of its operations on ecological benefits, promote and advocate the concept of sustainable consumption, and conduct its R&D, procurement, production, operations, and services in accordance with the following principles to reduce the impact of its operations on the natural environment and human beings:
I. Reduce resource and energy consumption of products and services;
II. Reduce emissions of pollutants, toxic substances, and waste, and properly manage waste;
III. Enhance the recyclability and reuse of raw materials or products;
IV. Maximize the sustainable use of renewable resources;
V. Extend product durability;
VI. Improve the efficiency of products and services.
Article 16: To enhance the efficient use of water resources, the Company shall properly manage and sustainably utilize water resources and establish relevant management measures.
The Company shall construct and strengthen relevant environmental protection facilities to prevent pollution of water, air, and land, and shall make its best efforts to reduce adverse impacts on human health and the environment by adopting the best feasible pollution prevention and control technologies.
Article 17: The Company should assess the potential risks and opportunities arising from climate change on its current and future operations and adopt appropriate response measures. The Company should adopt commonly used domestic and international standards or guidelines to conduct and disclose greenhouse gas (GHG) inventories, which should include the following scopes:
I. Direct GHG emissions: emissions from sources owned or controlled by the Company;
II. Indirect GHG emissions: emissions resulting from the consumption of purchased electricity, heat, or steam;

III. Other indirect emissions: emissions resulting from the Company's activities that are not energyrelated indirect emissions and arise from sources owned or controlled by other entities. The Company should quantify its GHG emissions, water usage, and total waste generation, and establish policies for energy conservation and carbon reduction, GHG reduction, water reduction, and other waste management measures. The acquisition of carbon credits shall also be incorporated into the Company's carbon reduction strategy and implemented accordingly to mitigate the impact of its operations on climate change.

Article 18: The Company shall comply with applicable laws and regulations and follow internationally recognized human rights conventions, including rights relating to gender equality, the right to work, and non-discrimination.
To fulfill its responsibility to protect human rights, the Company shall establish relevant management policies and procedures, including:
I. Adoption of a human rights policy or statement;
II. Assessment of the impact of the Company's operations and internal management on human rights, and establishment of corresponding procedures;
III. Regular review of the effectiveness of the human rights policy or statement; IV. Disclosure of procedures for handling stakeholders affected by human rights violations. The Company shall adhere to internationally recognized labor rights, including freedom of association, the right to collective bargaining, protection of vulnerable groups, prohibition of child labor, elimination of all forms of forced labor, and elimination of discrimination in employment. The Company shall ensure that its human resources policies do not discriminate based on gender, race, socioeconomic status, age, marital or family status, and shall ensure equality and fairness in employment, working conditions, remuneration, benefits, training, evaluation, and promotion opportunities.

The Company shall establish effective and appropriate grievance mechanisms for matters that may harm labor rights, ensuring fairness and transparency in the grievance process. Grievance channels shall be clear, accessible, and effective, and employee grievances shall be properly addressed.

Article 19: The Company shall provide employees with information to ensure they understand the labor laws of the countries in which they operate and the rights to which they are entitled.
Article 20: The Company should provide employees with a safe and healthy working environment, including necessary health and first-aid facilities, and shall endeavor to reduce hazards to employees' safety and health to prevent occupational accidents. The Company should provide employees with regular safety and health education and training.
Article 21: The Company should create a favorable environment for employees' career development and establish effective training programs for the development of professional competencies. The Company shall establish and implement reasonable employee welfare measures (including compensation, leave, and other benefits), and appropriately reflect the Company's operating performance or results in employee compensation, so as to ensure the recruitment, retention, and motivation of human resources and achieve the goal of sustainable operations.
Article 22: The Company shall establish channels for regular communication and dialogue with employees, enabling them to obtain information regarding the Company's operations and management activities and decisions, and to express their opinions.
The Company shall respect the right of employee representatives to engage in negotiations regarding working conditions and shall provide the necessary information and facilities to promote negotiation and cooperation among the employer, employees, and employee representatives. The Company shall notify employees of operational changes that may have a material impact on them in a reasonable manner.
Article 23: The Company should treat customers and consumers of its products or services in a fair and reasonable manner. Such practices shall include principles of fairness and good faith in contracting, duty of care and loyalty, truthfulness in advertising and solicitation, suitability of products and services, disclosure and transparency, alignment of remuneration and performance, protection of complaint rights, and professionalism of business personnel. The Company shall establish relevant implementation strategies and specific measures.
Article 24: The Company shall be responsible for its products and services and shall place importance on marketing ethics. Its R&D, procurement, production, operations, and service processes shall ensure

the transparency and safety of product and service information. The Company shall establish and publicly disclose policies on consumer rights and implement them in its operations to prevent products or services from harming consumer rights, health, or safety.

Article 25: The Company shall ensure the quality of its products and services in accordance with applicable laws and regulations and relevant industry standards.
With respect to customer safety, customer privacy, marketing, and labeling, the Company shall comply with applicable laws and international standards and shall not engage in deception, misleading conduct, fraud, or any other acts that undermine consumer trust or harm consumer rights.
Article 26: The Company should assess and manage risks that may cause operational disruptions and reduce their impact on consumers and society.
The Company should provide transparent and effective consumer complaint procedures, handle complaints in a fair and timely manner, and comply with applicable laws and regulations, including personal data protection laws, to respect consumer privacy and protect personal data provided by consumers.
Article 27: The Company should assess the environmental and social impact of its procurement activities on source communities and collaborate with its suppliers to jointly promote corporate social responsibility.
The Company should establish supplier management policies that require suppliers to comply with relevant standards for environmental protection, occupational safety and health, and labor rights. Prior to engaging in business transactions, the Company should evaluate whether suppliers have records of adverse environmental or social impacts, and avoid engaging in transactions with suppliers whose practices conflict with the Company's corporate social responsibility policies. When entering into contracts with major suppliers, the Company should include provisions requiring compliance with both parties' corporate social responsibility policies and stipulating that the Company may terminate or rescind the contract at any time if the supplier violates such policies and causes significant environmental or social impact on source communities.
Article 28: The Company shall assess the impact of its operations on local communities and appropriately employ personnel from the areas in which it operates to enhance community engagement.
The Company should, through equity investments, business activities, donations, corporate volunteer services, or other professional public welfare services, allocate resources to organizations that address social or environmental issues through business models, or participate in activities of civic organizations, charitable organizations, and government agencies related to community development and education, in order to promote community development.
The Company should continue to support cultural and artistic activities or cultural and creative industries through donations, sponsorships, investments, procurement, strategic partnerships, corporate volunteer technical services, or other forms of support, so as to promote cultural development.
Article 29: The Company shall disclose information in accordance with applicable laws and regulations and the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and shall fully disclose relevant and reliable sustainability-related information to enhance transparency. The Company shall disclose sustainability-related information as follows:
I. Sustainable development policies, systems, or relevant management guidelines and specific implementation plans approved by the Board of Directors;
II. Risks and impacts on the Company's operations and financial condition arising from corporate governance, environmental sustainability, and social welfare factors;
III. The Company's objectives, measures, and implementation performance for sustainable development;
IV. Major stakeholders and the issues of concern to them;
V. Disclosure of management and performance information of major suppliers regarding significant environmental and social issues;
VI. Other sustainability-related information.
Article 30: The Company shall adopt internationally recognized standards or guidelines in preparing its sustainability report to disclose the status of sustainable development implementation, and should obtain third-party assurance or verification to enhance the reliability of the information. The content should include:
I. Implementation of sustainable development policies, systems, or relevant management

guidelines and specific action plans;

II. Major stakeholders and the issues of concern to them;
III. The Company's performance and review in implementing corporate governance, environmental sustainability, social welfare, and economic development;
IV. Future improvement directions and objectives.
Article 31: The Company shall keep abreast of the development of domestic and international sustainability standards and changes in the business environment, and shall review and improve its established sustainable development systems accordingly to enhance the effectiveness of sustainable development implementation.
Article 32: These Principles shall be implemented upon approval by the Board of Directors and shall be reported to the shareholders' meeting; any amendments hereto shall require the consent of more than one-half of all members of the Audit Committee (based on the number of incumbent members), followed by approval of the Board of Directors, and shall then be reported to the shareholders' meeting.

Appendix 5

Whetron Electronics Co., Ltd.

Rules of Procedure for Board of Directors Meetings (Before Amendment) Article 1: Purpose and Legal Basis To establish a sound governance system for the Board of Directors, enhance supervisory functions, and strengthen management effectiveness, these Rules are adopted in compliance with Article 2 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies. Article 2: Scope of Application The rules governing the proceedings of the Board of Directors of the Company, including principal agenda items, operating procedures, matters to be recorded in the minutes, announcements, and other matters to be observed, shall be handled in accordance with these Rules.

Article 3: Convening of Board Meetings and Meeting Notice The Board of Directors of the Company shall convene at least once every quarter. A notice of convening a Board meeting shall state the reasons for convening and shall be given to each director at least seven days in advance; provided, however, that in the case of an emergency, a meeting may be convened at any time. The notice referred to in the preceding paragraph may be given in electronic form with the consent of the recipient. Matters set forth in each subparagraph of Article 12, paragraph 1 of these Rules shall be specified in the notice of convening and may not be raised by way of extraordinary motion. Article 4: Meeting Notice and Meeting Materials The designated unit responsible for Board meeting affairs shall be the Finance Department. The designated unit shall prepare the agenda for Board meetings and provide sufficient meeting materials, which shall be delivered together with the notice of convening. If a director considers the meeting materials insufficient, they may request the designated unit to supplement them. If a director considers the materials relating to a proposal insufficient, the deliberation may be postponed upon resolution of the Board. Article 5: Attendance Register and Proxy Attendance by Directors When a Board meeting is held, an attendance register shall be prepared for attending directors to sign for record. Directors shall attend Board meetings in person. If a director is unable to attend in person, they may appoint another director as proxy in accordance with the Articles of Incorporation; attendance via video conference shall be deemed as attendance in person. When a director appoints another director as proxy, a proxy form shall be issued for each meeting, specifying the scope of authorization for the reasons for convening. A proxy referred to in the preceding paragraph may accept a proxy from only one director. Article 6: Principles Governing the Time and Place of Board Meetings The time and place of Board meetings shall be at the Company's location and during office hours, or at a time and place convenient for directors to attend and suitable for holding Board meetings. Article 7: Chairperson of the Board Meeting and Acting Chairperson Where a Board meeting is convened by the Chairman of the Board, the Chairman shall act as the chairperson. However, for the first Board meeting of each term, if convened by the director receiving the highest number of votes at the shareholders' meeting, such director shall act as the chairperson. Where there are two or more such conveners, one shall be elected among them to act as the chairperson. Where a Board meeting is convened by a majority of directors pursuant to Article 203, paragraph 4 or Article 203-1, paragraph 3 of the Company Act, one director shall be elected among them to act as the chairperson. If the Chairman is on leave or unable to perform their duties, the Vice Chairman shall act on their behalf. If there is no Vice Chairman or if the Vice Chairman is also unable to perform such duties, the Chairman shall designate a director to act as proxy. If no such designation is made, the directors shall elect one among themselves to act as the chairperson.

Article 8: Reference Materials, Attendees, and Convening of Board Meetings

When a Board meeting is convened, the management department (or the designated unit) shall prepare relevant materials for review by attending directors at any time. Depending on the content of the proposals, personnel from relevant departments or subsidiaries may be notified to attend the meeting. Where necessary, certified public accountants, attorneys, or other professionals may also be invited to attend the meeting to provide explanations. However, they shall leave the meeting during deliberation and voting.

When the scheduled meeting time arrives and a majority of directors are present, the chairperson shall call the meeting to order immediately. If, at the scheduled meeting time, fewer than half of all directors are present, the chairperson may announce a postponement on the same day, provided that such postponement shall not exceed two times. If a quorum is still not met after two postponements, the chairperson may reconvene the meeting in accordance with the procedures set forth in Article 3, paragraph 2.

For the purposes of the preceding paragraph and Article 16, paragraph 2, subparagraph 2, "all directors" shall be calculated based on the number of incumbent directors.

Article 9: Audio and Video Recording for Evidentiary Purposes

The entire proceedings of the Company's Board meetings shall be audio- or video-recorded for evidentiary purposes and retained for at least five years. Such records may be maintained in electronic form.

If litigation arises concerning any resolution of the Board before the expiration of the retention period, the relevant recordings shall be retained until the conclusion of such litigation. Where a Board meeting is conducted via video conference, the audio-visual records thereof shall form part of the meeting minutes and shall be properly retained for the duration of the Company's existence.

Article 10: Agenda Items The agenda of regular Board meetings shall include at least the following: I. Reports: (I) Minutes of the previous meeting and implementation status; (II) Important financial and business reports; (III) Internal audit reports; (IV) Other important reports. II. Discussion Items: (I) Matters reserved for discussion from the previous meeting; (II) Matters scheduled for discussion at the current meeting; III. Extraordinary motions.

Article 11: Discussion of Agenda Items

The Board of Directors shall proceed in accordance with the agenda set forth in the meeting notice. However, the agenda may be changed with the consent of a majority of the directors present at the meeting.

Without the consent of a majority of the directors present, the chairperson shall not adjourn the meeting at their own discretion.

During the Board meeting, if the number of directors present does not constitute a majority of the directors in attendance, any of the directors present may propose that the meeting be suspended, and the chairperson shall announce the suspension of the meeting in accordance with the provisions of Article 8, paragraph 5.

During the Board meeting, if the chairperson is unable to preside over the meeting or fails to adjourn the meeting as stipulated in paragraph 2, the appointment of a proxy to preside shall be handled in accordance with the provisions of Article 7, paragraph 3.

Article 12: Matters Requiring Discussion by the Board of Directors

The following matters shall be submitted to the Board of Directors for resolution:

I. The Company's business plan;
II. Annual financial reports and second-quarter financial reports subject to CPA audit and attestation;
III. Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and the assessment of the effectiveness of the internal control system;

IV. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of procedures governing material financial and business activities, including the acquisition or disposal of assets, derivatives trading, lending of funds, and endorsements or guarantees;
V. Offering, issuance, or private placement of equity securities;
VI. Election or dismissal of the Chairman of the Board where no managing directors are appointed;
VII. Appointment or dismissal of the head of finance, accounting, or internal audit; VIII. Donations to related parties or significant donations to non-related parties; however, charitable donations for emergency relief due to major natural disasters may be submitted for ratification at the next Board meeting;

IX. Matters required to be resolved by the shareholders' meeting or the Board of Directors pursuant to Article 14-3 of the Securities and Exchange Act, other applicable laws and regulations, the Articles of Incorporation, or as required by the competent authority. The term "related party" as referred to in subparagraph 8 of the preceding paragraph shall have the meaning set forth in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. "Significant donations to non-related parties" refers to any donation where the amount of a single donation, or the cumulative amount of donations to the same recipient within one year, reaches NT$100 million or more, or reaches 1% of the net operating revenue or 5% of the paid-in capital as stated in the most recent financial statements audited and attested by a certified public accountant.

The term "within one year" in the preceding paragraph shall be calculated retrospectively from the date of the current Board meeting. Amounts already approved by the Board shall be excluded from the calculation.

At least one independent director shall attend the Board meeting in person. For matters requiring Board resolution under paragraph 1, all independent directors shall be present at the Board meeting. If an independent director is unable to attend in person, they shall appoint another independent director to attend as proxy. Where an independent director expresses a dissenting or a reservation of opinion, such opinion shall be recorded in the minutes of the Board meeting. If an independent director is unable to attend in person to express such an opinion, they shall, unless there is a legitimate reason, provide a written opinion in advance, which shall be recorded in the minutes.

Article 13: Voting Procedures

When the chairperson considers that a proposal has been sufficiently discussed and is ready for voting, they may announce the close of discussion and submit the proposal for voting. Where no objection is raised by any of the directors present upon inquiry by the chairperson, the proposal shall be deemed approved. If any objection is raised upon such inquiry, the proposal shall be put to a vote.

The method of voting shall be determined by the chairperson from among the following methods; however, if any director present raises an objection, the method shall be decided by a majority of the directors present:

I. Voting by show of hands or by voting device;

II. Roll-call vote; III. Ballot voting; IV. Any other method selected by the Company.

For the purposes of the preceding two paragraphs, "all directors present" shall exclude directors who are not permitted to exercise voting rights pursuant to Article 15, paragraph 1.

Article 14: Voting Procedures, Scrutineers, and Vote Counting Method

Unless otherwise provided by the Securities and Exchange Act or the Company Act, a resolution of the Board shall require the presence of a majority of the directors and the consent of a majority of the directors present.

Where there are amendments or alternative proposals to the same matter, the chairperson shall determine the order of voting together with the original proposal. If any one proposal is approved, the other proposals shall be deemed rejected and no further voting shall be required.

Where it is necessary to appoint scrutineers and vote counters, such personnel shall be designated by the chairperson; however, the scrutineers shall be directors.

The results of voting shall be announced on-site and recorded.

Article 15: Recusal of Directors

Where a director has a personal interest in a matter under consideration at a Board meeting, or where the juristic person represented by the director has such an interest, the director shall explain the material aspects of such interest at the meeting. If such interest may be detrimental to the interests of the Company, the director shall not participate in discussion or voting, shall recuse themselves during discussion and voting, and shall not act as proxy for any other director in exercising voting rights.

Where the spouse or a blood relative within the second degree of kinship of a director, or a company having a controlling or subordinate relationship with the director, has an interest in the matter under consideration, such interest shall be deemed to be that of the director.

Resolutions of the Board of Directors that involve directors who are not permitted to exercise voting rights under the preceding provisions shall be handled in accordance with Article 206, paragraph 4 of the Company Act, and the provisions of Article 180, paragraph 2 shall apply accordingly.

Article 16: Meeting Minutes and Signature Matters

The Board of Directors of the Company shall prepare minutes of the meeting, which shall detail the following matters:
I. The session (or year) and date, time, and location of the meeting.
II. The name of the chairperson.
III. The attendance status of the directors, including the names and numbers of those present, those on leave, and those absent.
IV. The names and titles of attendees.
V. The name of the person recording the minutes. VI. Report items.
VII. Discussion items: The resolution methods and results of each proposal, summaries of statements made by directors, experts, and others, the names of directors involved in any conflicts of interest as per the preceding article, a summary of the material aspects of the conflict of interest, the reasons for recusal or non-recusal, recusal status, any dissenting or reservation opinions with records or written statements, and any written opinions issued by independent directors pursuant to Article 12, paragraph 4.
VIII. Extraordinary motions: The name of the proposer, the resolution method and result, summaries of statements made by directors, experts, and others, the names of directors involved in any conflicts of interest as per the preceding article, a summary of the material aspects of the conflict of interest, the reasons for recusal or non-recusal, recusal status, and any dissenting or reservation opinions with records or written statements.
IX. Other matters that should be recorded.

For Board resolutions, where any of the following occur, in addition to being recorded in the minutes, they must be publicly disclosed within two days from the date of the Board meeting on the designated public information observatory as per the regulations of the Financial Supervisory Commission:

I. Dissenting or reservation opinions expressed by independent directors with records or written statements.
II. Matters approved by more than two-thirds of the entire Board, despite not being approved by the Company's Audit Committee.

The attendance sheet shall be part of the meeting minutes and must be kept properly for the duration of the Company's existence.

The meeting minutes must be signed or sealed by the chairperson of the meeting and the recorder, and shall be distributed to all directors within twenty days after the meeting. The minutes shall be included in the Company's important files and be properly stored for the duration of the Company's existence.

The preparation and distribution of the meeting minutes, as mentioned in the first paragraph, may be done by electronic means.

Article 17: Principles of Board Authorization

Except for the matters specified in Article 12, paragraph 1, which must be submitted to the Board for discussion, matters authorized by the Board, pursuant to law or the Company's Articles of Incorporation, shall include the following:
I. The chairperson may represent the Company in general routine business or in recurring transactions in accordance with the law.
II. Matters to be decided by the chairperson under the procedures established by the Company pursuant to Article 36-1 of the Securities and Exchange Act shall be handled by the chairperson.

Article 18: Supplementary Provisions

These meeting rules shall be established upon approval by the Board of Directors and reported to the shareholders' meeting. Any future amendments may be authorized by a resolution of the Board of Directors.

Appendix 6

Whetron Electronics Co., Ltd.

Shareholding Status of All Directors

As of April 12, 2026, the shareholding status of all directors is as follows:

Position	Name	Number of Shares Held	Shareholding Percentage
Chairman	Chiang,Yi-Hsin	10,519,249 shares	11.90%
Director	Chiang,Shih-Feng	2,288,437 shares	2.59%
Director	Lin,Chun-Nan	274,181 shares	0.31%
Director	MiTAC Holdings Corporation	8,789,000 shares	9.94%
	Representative: Ho,Jhi-Wu	0 shares	0%
Independent Director	Shu, Ping-Huei	0 shares	0%
Independent Director	Huang, Pei-How	0 shares	0%
Independent Director	Hsiao, Yun-Lung	70,343 shares	0.08%
Total Number of Shares Held byAll Directors		21,941,210 shares	24.82%

Total Issued Shares of the Company

88,400,000 shares

Minimum Number of Shares Statutorily Required for All Directors 8,840,000 shares

(10%)

The Company has established an Audit Committee, so the statutory shareholding requirements for supervisors are not applicable.

AI assistant

Whetron — AGM Information 2026

52617_rns_2026-04-28_46d0fb98-cf83-4817-8a50-3b949abe04f1.pdf

Table of Contents

I. Call the Meeting to Order

III. Reports

V. Matters for Discussion and Election

VII. Adjournment

Whetron Electronics Co., Ltd. Meeting Agenda for the 2026 Annual General Meeting

[Reports]

Item 1

Item 2

Item 3

Item 4

Item 5

[Matters for Ratification]

Item 1 (Proposed by the Board of Directors)

Item 2 (Proposed by the Board of Directors)

[Matters for Discussion and Election]

Item 1 (Proposed by the Board of Directors)

Item 2 (Proposed by the Board of Directors)

[Extraordinary Motions]

[Adjournment]

Business Report

(II) Budget Execution

(III) Profitability Analysis

II. 2026 Business Plan

(II) Projected Sales Volume

Whetron Electronics Co., Ltd. Audit Committee's Review Report

Comparison Table for Amendments to the "Sustainable Development Best Practice Principles"

Comparison Table for Amendments to the "Articles of Incorporation"

Whetron Electronics Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Chapter 2 Shares

Chapter 3 Shareholders' Meetings

Chapter 4 Board of Directors

Chapter 5 Managerial Personnel

Chapter 6 Accounting

Whetron Electronics Co., Ltd.

Rules of Procedure for Shareholders' Meetings

Article 19: Supplementary Provisions

Whetron Electronics Co., Ltd.

Rules for Election of Directors

Whetron Electronics Co., Ltd.

Sustainable Development Best Practice Principles (Before Amendment)

Whetron Electronics Co., Ltd.

Article 8: Reference Materials, Attendees, and Convening of Board Meetings

Article 11: Discussion of Agenda Items

Article 13: Voting Procedures

Article 14: Voting Procedures, Scrutineers, and Vote Counting Method

Article 18: Supplementary Provisions

Whetron Electronics Co., Ltd.

Shareholding Status of All Directors

More from Whetron

Whetron AGM Information 2026