WKG - AGM Information 2020 | FinancialReports.eu

Stock Code: 4581

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World Known MFG (Cayman) Limited 2020 Annual General Meeting

Agenda Handbook

AGM time: 10:00 am, June 17 , (Wednesday), 2020 AGM venue: No. 468-2 , Ya-Tan Rd, Sec. 3, Daya District, Taichung City

Table of contents	Table of contents
One. Meeting Procedures ............................................................................................................................ 1
Two. Meeting Agendas ................................................................................................................................ 2
I.	Reports ........................................................................................................................................ 3
II.	Ratifications ................................................................................................................................ 4
III.	Discussions ................................................................................................................................. 5
IV.	Extempore Motion ...................................................................................................................... 5
V.	Dismissal ..................................................................................................................................... 5
Three. Attachments
I.	2019 Business Report ................................................................................................................. 6
II.	2019 Audit Committee Report .................................................................................................... 9
III.	Comparison Table of Amended “Rules of Procedures for Board of Directors Meetings” ....... 10
IV.	Comparison Table of Amended “Procedures for Ethical Management and Guidelines for
	Conduct” ................................................................................................................................... 13
V.	Comparison Table of Amended “Corporate Social Responsibility Best Practice
	Principles” ................................................................................................................................. 18
VI.	Comparison Table of Amended “Ethical Corporate Management Best Practice
	Principles” ................................................................................................................................. 20
VII.	2017 Re-stated Consolidated Financial Report ........................................................................ 26
VIII.	2018 Consolidated Financial Report and Business Report of the Company and the
	Subsidiaries ............................................................................................................................... 33
IX.	2019 Consolidated Financial Report of the Company and the Subsidiaries ............................. 44
X.	Earnings Distribution Table for 2018 and 2019 ....................................................................... 52
XI. Comparison Table of Amended Company’s Organizational Memorandum and Articles of
	Incorporation ............................................................................................................................. 54
XII. Comparison Table of Amended “Rules of Procedures for Shareholders’ Meetings” ................ 89
XIII.	Comparison Table of Amended “Operational Procedures for Loaning Funds to Others” ........ 95
Four. Appendices
I.	Company’s Organizational Memorandum and Articles of Incorporation (before
	Amendment) ............................................................................................................................. 96
II.	Rules of Procedures for Shareholders’ Meetings (before Amendment) ................................. 140
III.	Operational Procedures for Loaning Funds to Others (before Amendment) .......................... 147
IV.	Shareholdings of Directors ..................................................................................................... 153
V.	Effect upon business performance and earnings per share, and shareholders’ return of
	investment of any stock dividend distribution proposed or adopted at the most recent
	shareholders' meeting .............................................................................................................. 154
VI.	Other Matters to be Explained ................................................................................................ 154

World Known MFG (Cayman) Limited

Procedure of 2020 Annual General Meeting

I. Commencement of meeting (Shares of attending shareholders are reported)
II. Chairperson's opening remarks
III. Reports
IV. Ratifications
V. Discussions
VI. Extempore Motion

VII. Dismissal

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Two. Meeting Agendas

World Known MFG (Cayman) Limited

Agendas of 2020 Annual General Meeting

AGM time: 10:00 am, June 17, (Wednesday), 2020

AGM venue: No. 468-2, Ya-Tan Rd, Sec. 3, Daya District, Taichung City

I. Commencement of meeting.
II. Chairperson's opening remarks.
III. Reports:
2019 Business Report
Report on Remunerations Distributed to Employees and Directors for 2019.
2019 Audit Committee Report.
Amendments to the Company’s “Rules of Procedures for Board of Directors’ Meetings”
Amendments to the Company’s “Procedures for Ethical Management and Guidelines for Conduct”
Amendments to the Company’s “Corporate Governance Best Practice Principles”
Amendments to the Company’s “Ethical Corporate Management Best Practice Principles”
IV. Ratification
Ratifying the 2017 Restated Consolidated Financial Report, 2018 and 2019 Business Reports and Consolidated Financial Reports of the Company and the Subsidiaries
Ratifying the Earnings Distribution for 2018 and 2019
V. Discussions
Amendments to the Company’s Organizational Memorandum and Articles of Incorporation (Special resolution)
Amendments to the Company’s “Rules of Procedures for Shareholders’ Meetings”
Amendments to the Operational Procedures for Loaning Funds to Others
VI. Extemporaneous Motion

VII. Dismissal

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III. Reports

Proposal 1: Please review the 2019 Business Report

Description: Please refer to page 6-8 of the manual (Attachment 1) for the 2019 Business Report.

Proposal 2: Please review the report on Remuneration Distributed to Employees and Directors for 2019.

Description: 1. On the basis of pre-tax net profit, 1% is contributed as employees’ remuneration, and 3% is contributed as directors’ remuneration

The employees’ remuneration is provided for US$33,838.06, and the directors’ remuneration is provided for US$101,514.19, both in cash.

Proposal 3: Please review the 2019 Audit Committee Report

Description: Please refer to page 9 of the manual (Attachment 1) for the 2019 Audit Committee Report

Proposal 4: Please review the amendments to the Company’s “Rules of Procedures for Board of Directors Meetings”

Description: To accommodate the Letter Jin-Guan-Zheng-Fa-Zi No. 1080361934, dated on January 15, 2020, issued by the Financial Supervisory Commission, some clauses of the Company’s “Rules of Procedures for Board of Directors Meetings” are amended. Please refer to page 10-12 of the manual (Attachment 3) for the comparison table of before and after amendments.

Proposal 5: Please review the amendments to the Company’s “Procedures for Ethical Management and Guidelines for Conduct”
Description: To accommodate the amended Ethical Corporate Management Best Practice Principles of the Company, some clauses of the Company’s “Procedures for Ethical Management and Guidelines for Conduct” are amended. Please refer to page 13-17 of the manual (Attachment 4) for the comparison table of before and after amendments.
Proposal 6: Please review the amendments to the Company’s “Corporate Governance Best Practice Principles”
Description: To accommodate announcement made in the Letter Tai-Zheng-Zhi-Li-Zi No. 1090002299 on February 13, 2020, issued by Taiwan Stock Exchange Corporation, responding to the new version of Corporate Governance Blueprint (2018-2020), some clauses of the Company’s “Corporate Governance Best Practice Principles” are amended. Please refer to page 18-19 of the manual (Attachment 5) for the comparison table of before and after amendments.
Proposal 7: Please review the amendments to the Company’s “Ethical Corporate Management Best Practice Principles”
Description: To accommodate announcement made in the Letter Tai-Zheng-Zhi-Li-Zi No. 1080008378, issued by Taiwan Stock Exchange Corporation, some clauses of the

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Company’s Ethical Corporate Management Best Practice Principles” are amended. Please refer to page 20-25 of the manual (Attachment 6) for the comparison table of before and after amendments.

IV. Ratifications

First proposal [proposed by the board of directors]

Proposal:Please ratify the 2017 Restated Consolidated Financial Report, 2018 and 2019 Business Reports and Consolidated Financial Reports of the Company and the Subsidiaries

Description: 1. On October 17, 2019, the Board of Directors approved the 2017 Restated Consolidated Financial Report and 2018 Consolidated Financial Report; therefore, the 2018 Business Report is amended accordingly.
The 2019 Consolidated Financial Report and Business Report have been prepared and audited by Cheng-Hsueh Chen, CPA, and Tzu-Hsin Chang, CPA of KPMG Taiwan, with an independent auditor's report with unqualified opinion issued for reference.
The aforementioned Financial Report, along with the Business Report, and proposal of earning distribution have been audited by the Audit Committee, with the Audit Committee Report issued for reference.
For the 2017 Re-stated Consolidated Financial Report, please refer to page 26-32 of the manual (Attachment 7); for the 2018 Consolidated Financial Report and Business Report, please refer to page 33-43 of the manual (Attachment 8); for the 2019 Consolidated Financial Report, please refer to page 44-51 of the manual (Attachment 9); and the 2019 Business Report, please refer to page 6-8 of the manual (Attachment 1)
Please ratify.

Resolution:

Second proposal [proposed by the board of directors]

Proposal:Please ratify the Earnings Distribution for 2018 and 2019

Description: 1. On October 17, 2019, the Board of Directors approved the 2018 Consolidated Financial Report; therefore, the Earnings Distribution for 2018 is amended accordingly.
For the Company’s earnings after tax for 2019, it is intended to distribute cash dividends for NT$3 per share, for total NT$101,697,000.
The amount of cash dividends receivable by shareholders will be truncated to the nearest dollar. Fractional amounts of less than NT$1 will be summed up and allocated to the other incomes of the Company.
Should there be any changes to the laws, request from competent authorities or other factors resulting in the volume of outstanding shares and thus the shareholder dividend yield requires amendment, the Board of Directors is fully authorized to handle this earning distribution.
Upon the ratification of this proposal by the Shareholders’ Meeting, the Chairman is authorized to decide the dividends base day, distribution date and other related affairs.
Please refer to page 52-53 (Attachment 10) of the manual.
Please ratify.

Resolution:

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V. Discussions

First proposal [proposed by the board of directors]

Proposal:Amendments to the Company’s Organizational Memorandum and Articles of Incorporation (Special resolution)

Description: 1. To accommodate announcements made in the Letter Tai-Zheng-Shang-Er-Zi No.10800235681 on December 25, 2019, issued by Taiwan Stock Exchange Corporation, in which the “Checklist for Protections to the Shareholders’ Interests at the Location of Registration for the Foreign Issuers,” it is intended to amend some clauses of the “Organizational Memorandum and Articles of Incorporation.”
For the amendments of “Organizational Memorandum and Articles of Incorporation,” please refer to page 54-88 of the manual (Attachment 11) for the comparison table of before and after amendments.
If the propose is approved by the Shareholders’ Meeting, the Articles of Incorporation will take effect immediately upon such approval. The Company also authorizes the registration agency in Cayman to file such amendments to the Cayman Registration Office.
Please resolve.

Resolution:

Second proposal [proposed by the board of directors]

Proposal:Amendments to the Company’s “Rules of Procedures for Shareholders’ Meetings”

Description: 1. To accommodate the amendments to the Company’s Articles of Incorporation, it is intended to amend the “Rules of Procedures for Shareholders’ Meetings.” Please refer to page 89-94 of the manual (Attachment 12) for the comparison table of before and after amendments.
Please resolve.

Resolution:

Third proposal [proposed by the board of directors]

Proposal:Amendments to the Operational Procedures for Loaning Funds to Others

Description: 1. The amendment is made pursuant to Paragraph 2, Article 3 of the “ Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies.” Please refer Page 95 (Attachment 13) for the comparison table of before and after amendment.

2. Please resolve.

Resolution:

VI. Extempore Motion
VII. Dismissal

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Attachment 1

World Known MFG (Cayman) Limited 2019 Business Report

I. Overview of business in 2019

(I) Performance of the business plan

The net amount of the Company’s revenue for 2019 is NT$1,035,899,000, or NT$61,720,000 less than 2018 (about 5.6%). The net profit after tax is NT$93,071,000, or NT$54,847,000 less than 2018 (about 37.1%). The modest decline of 2019 revenue is mainly a result of the global macroeconomics uncertainty, which in turn makes the clients to adjust their inventory in October with the expectation of the global demands slowing down.

(II) Execution of budget

Pursuant to the current regulations, the Company has not disclosed the forecast of 2019 finance and thus is not applicable.

(II) Analysis of financial incomes and profitability

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Item 2018 2019 Difference %
Net amount of operating revenue 1,097,619 1,035,899 (5.6)
Operating margin 312,200 267,301 (14.4)
Operating profit 166,977 111,008 (33.5)
After-tax net profit 147,918 93,071 (37.1)
Liability to asset ratio % 37.95 35.15 (7.2)
Financial
structure Long-term fund to fixed asset 211.68 252.30 19.2
ratio %
Current ratio % 180.76 212.58 17.6
Solvency
Quick ratio % 119.07 145.34 22.1
Return on assets 13.53% 8.05% (40.1)
Return on shareholder’s equity 22.29% 12.69% (43.1)
Profitability
Net profit margin 13.48% 8.96% (33.5)
Earnings per share (NT$) 4.93 3.09 (37.3)
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The profitability of 2019 decreased from 2018, the main reasons are, other than the 5.6% decline of revenue:

The product mix of high- and low margin products and the client sales portfolios changed, resulting in the margin decline from 2018.
One of the impacts from the China-US trade war was the tariff rate increased from 10% to 25% from July 2019. Although part of the duties has been shared with the clients under agreements, the operating incomes were affected.
Related expenses increased; as the new plant moved to Taiwan, and the expenses of applying public listing also increased from 2018.
In 2018, the trend was that CNY depreciated against USD, which generated net income of exchange for NT$9,120,000. In 2019, the fluctuation of CNY/USD exchange rate was relatively smaller and thus the net loss of exchange was generated, amounted NT$2,251,000.

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In a nutshell, for 2019, under the impact of the client and product mixes, increase of related expenses and decrease of non-operating revenue, the net profit after-tax declined about 37.2% from 2018.

II. Summary of the 2020 Business Plan
(I) Guidelines of operations
1. Continuing to expand client groups, increasing revenue, and actively accommodating the mass production schedule of clients’ new products.
2. Emphasizing the improvement of processing technologies while perfecting management; enhancing the smoothness of logistic and production and increase production values and margins.
3. Continuing the promotion of smart plants, perfecting the automated production processes and expanding the automated inspections to production lines, enhancing production performance and ensuring the stable process quality.
(II) Expected sales volume and the basis

The Company expect the shipment volume in 2020 to grow continuously, with the stable orders to the existing products from the major clients, combining with the mass production of new products. The estimated shipment volume is based on the long-term demand forecasts provided by the clients, the progress of new product development and the plan of capacities.

III. Strategies of Future Development
(I) Marketing strategies:
1. In the regard of market: consolidating the North America market, extending the market shares in China and Japan, while expanding Europe market.
2. With regard to industry: continuously monitor the development of electric vehicles and the trend of lightweight vehicles, the changes to the energy-saving and carbon-reducing policies and the development of battery cooling system, while satisfying clients’ demands.
3. Seeking opportunities to expand supply to the existing clients; through the experience of partnering with current clients, the Company seeks participation to the development projects of major international car makers; strives for the R&D for technologies improving production process, to enhance the R&D capability of the Company; and continuing the development parts for new car models.
4. Responding to the upgrade of Chinese regulations and the safety requirements of the U.S, the Chinese and US commercial vehicle makers who mainly apply drum brakes now have to shift to ADB system gradually. We intend to accommodate the shipment demands of the clients actively and rapidly.
5. Responding to the emission standards of Chinese environmental regulations upgrade, the development and supply of parts for the exhaust gas recirculation (EGR) will be expanded to increase the revenue from Chinese market.
6. The objective is to satisfy the one-stop-procurement demands of the clients. The integrated services with multi-materials and multi-production process are provided, while actively developing non casting iron products, to expand the light-weighted vehicle market.
(II) Production strategies:
1. Promotion of smart logistic; enhancement of supports to operations; continuous promotion of joint development project for new products under industry-academic partnership, as well as application of patents; cooperation with external expert teams to enhance the Group’s industry 4.0 projects (device communication and information visualized management; automation of manufacturing management system) to improve the performance of smart management; and acceleration of decision-make to reduce wastes.

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  2. Enhancement of supply chain management efficiency; flexible production that satisfies the needs of small-batch, multi-items by clients; integration various processes, including raw material supplies, _e.g.,_ casting and forging, to heat treatment, surface treatment, and assembling; and expanding the service scope to various metal materials and production processes with different craftsmanship.

  3. To respond the increase of light metal (aluminum alloy) product, updating or adding suitable processing tools adequately.

(III) Management strategies
1. Introducing professional talents; enhancing the Company’s performance management; improving the efficiency of the Group’s ERP operation, for the purpose of strengthening the overall performance and implementation of corporate governance.
2. Securing the students under the cooperative education programs from the governmental platform and colleges; establishing the cultivation and appraisal program, to development to talents and trainees for the Company, for the purpose of appointing right talents to right jobs.
IV. Under the influences of external competitions, regulations, and macro- operational environment

With the safety regulations upgrade in various countries, tighter environmental regulations, the trends of being smart, electrical or with new energies, as well as the rapid evolving macro environment, in the regards of industry and market, the Company will follow the trends of clients’ markets, by expanding the precise processing technologies of multiple materials (cast iron, aluminum and steel), to provide the one-step procurement to the clients, for the purpose of enhancing the Company’s competitiveness and growth momentum, while continuously improving the international competitiveness, as the efforts to maximize the shareholders’ value and fulfillment of the CSR.

Finally, we’d like to express our appreciations for the supports and encouragements from our shareholders. We thank you sincerely and wish you all the best and healthy.

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Chairman:

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Manager:
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Head of Accounting:

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Attachment 2

World Known MFG(Cayman) Limited

Audit Committee Report

The Board of Directors has prepared the 2019 Business Report, Consolidated Financial Report and proposal of earning distribution. The Consolidated Financial Report has been audited by Cheng-Hsueh Chen, CPA and Tzu-Hsin Chang, CPA of KPMG Taiwan, with an independent auditor's report with unqualified opinion. The Audit Committee has reviewed the abovementioned reports prepared by the Board of Directors and found them to be in compliance with regulatory requirements. We hereby issue this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of The Company Act. The report is thus made and please review.

2020 Annual General Meeting

World Known MFG(Cayman) Limited

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Convener of Audit Committee:

March 27, 2020

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Attachment 3

World Known MFG (Cayman) Limited

Comparison Table of Amended Rules of Procedures for Board of Directors Meetings

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No. of Article Current Clause Proposal of amendment Reason of amendment
Article 3 During the listing period The Board of Directors’ meeting As the Company has been listed,
(defined as the Articles of shall convene once every quarter; the wordings of “during the listing
Incorporation; same the convening of the Board of period” and “during the
hereunder), the Board of Directors shall specify the reasons non-listing period” are deleted to
Directors meeting shall convene and a notice sent to each director avoid any misunderstanding.
once every quarter; the seven days prior to the meeting;
convention of the Board of provided that the meeting may be
Directors shall specify the reasons convened any time if an
and notice each director seven emergency occurs.
days prior to the meeting. During
the non-listing period , such
notice may be provided 48
hours prior ; provided the
meeting may be convened any
time if emergency occurs.
Notwithstanding the previous
paragraph, during the
non-listing period, the notice
for convening the meeting may
be waived, upon the consent of
all directors, before, during and
after the meeting. Any notice or
consent may be delivered via
emails, telegraph or fax.
During the listing period, the The notice of the convening
notice of the convention referred referred to in the previous
to in the previous paragraph, may paragraph, may be in an electronic
be in an electronic manner with manner with the consent of the
the consent of the counterparties. counterparties.
All matters set forth under
Paragraph 1, Article 12 of these All matters set forth under
Rules shall be specified in the Paragraph 1, Article 12 of these
notice of the reasons for Rules shall be specified in the
convening a board meeting. None notice of the reasons for
of those matters may be raised by convening a board meeting. None
an extraordinary motion except in of those matters may be raised by
the case of an emergency or for an extraordinary motion except in
other legitimate reasons. the case of an emergency or for
other legitimate reasons.
Article 6 A board meeting shall be held at A board meeting shall be held To accommodate Article 31 of the
the premises and during the within the Republic of China Articles of Incorporation, all the
business hours of the Company or and during the business hours of shareholders’ meeting shall be
at a place and time convenient for the Company or at a place and convened within the Republic of
all directors to attend and suitable time convenient for all directors China and thus the amendment is
for holding board meetings. to attend and suitable for holding made.
board meetings.
Article 15 If any director or a juristic person If any director or a juristic person To accommodate the amendment
represented by a director is an represented by a director is an to Article 16 of Regulations
interested party with respect to interested party with respect to Governing Procedure for Board of
any agenda items, the director any agenda items, the director Directors Meetings of Public
shall state the important aspects of shall state the important aspects of Companies, the wording of the
the interested party relationship at the interested party relationship at clauses is adjusted.
the respective meeting. The the respective meeting. When the
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No. of Article Current Clause Proposal of amendment Reason of amendment
spouse, a blood relative within relationship is likely to prejudice
the second degree of kinship (as the interests of the company, the
defined in the Civil Code of director may not participate in the
Taiwan) of a director or any discussion or voting on that
company which has a agenda item, and further, shall
controlling or subordinate recuse himself during the
relationship with a director has discussion and voting on that item
interests in the matters under and may not act as another
discussion in the meeting of the director's proxy to exercise voting
preceding paragraph, such rights on that matter.
director shall be deemed to
have a personal interest in the
matter. When the relationship is
likely to prejudice the interests of
the company, the director may not The spouse, a blood relative
participate in the discussion or within the second degree of
voting on that agenda item and kinship (as defined in the Civil
further, shall recue himself during Code of Taiwan) of a director
the discussion and voting on that or any company which has a
item and may not act as another controlling or subordinate
director's proxy to exercise voting relationship with a director (as
rights on that matter. defined in the Company Act of
Taiwan) has interests in the
matters under discussion in the
meeting of the preceding
paragraph, such director shall
be deemed to have a personal
interest in the matter.
The provisions of Paragraph 2, The provisions of Article 180,
Article 180 of the Company Act paragraph 2 of the Company Act
of Taiwan, as applied mutatis of Taiwan, as applied mutatis
mutandis under Paragraph 4, mutandis under Paragraph 4,
Article 206 of that Act, apply to Article 206 of that Act, apply to
resolutions of Board of Directors resolutions of the Board of
meetings when a director is Directors meetings when a
prohibited by the preceding director is prohibited by the first
paragraph from exercising voting paragraph from exercising voting
rights. rights.
Article 16 Paragraph 1 is not amended. Paragraph 1 is not amended. As the Company has been listed,
During the listing period, if any If any of the following conditions the wordings of “during the listing
of the following conditions occur occurs to the resolved matters by period” and “during the
to the resolved matters by the the Board of Directors, other than non-listing period” are deleted to
Board of Directors, other than recording in the meeting minutes, avoid any misunderstanding.
recording in the meeting minutes, such matters shall be announced
such matters shall be announced and reported on the MOPS
and reported on the MOPS assigned by the Financial
assigned by the Financial Supervisory Commission of
Supervisory Commission of Taiwan, within two days after the
Taiwan, within two days after the concerned meeting.
concerned meeting. I. Any objections or
I. Any objections or expressions of reservations
expressions of reservations expressed by an
expressed by an independent director of
independent director of which there is a record or
which there is a record or written statement.
written statement. II. A resolution is adopted with
II. A resolution is adopted with the approval of two-thirds or
the approval of two-thirds or more of all directors,
more of all directors, without having been passed
without having been passed by the audit committee of
by the audit committee of the Company.
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No. of Article Current Clause Proposal of amendment Reason of amendment
the Company. The followings are not
The followings are not amended
amended
Article 17 Paragraph 1 and 2 are not Paragraph 1 and 2 are not As the Company has been listed,
amended. amended. the wordings of “during the listing
During the listing period, if the If the remuneration passed by the period” and “during the
remuneration passed by the board board of directors exceeds the non-listing period” are deleted to
of directors exceeds the recommendation of the avoid any misunderstanding.
recommendation of the remuneration committee, the
remuneration committee, the circumstances and cause for the
circumstances and cause for the difference shall be specified in the
difference shall be specified in the board meeting minutes and shall
board meeting minutes and shall be publicly announced and
be publicly announced and reported on the information
reported on the information reporting website designated by
reporting website designated by the competent authority within
the competent authority within two days counting from the date
two days counting from the date of passage by the board of
of passage by the board of directors.
directors.
Article 20 Paragraph 1 to Paragraph 3 are Paragraph 1 to Paragraph 3 are Added the date of this
not amended. not amended. amendment.
None The Rules were amended on
March 27, 2020 for the second
time.
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Attachment 4

World Known MFG (Cayman) Limited

Procedures for Ethical Management and Guidelines for Conduct [the Second Amendment, March 2020] Content:

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Original content
(Approved by the Board of
Page No. of Article Content after amendment Description of amendment
Director on September 16,
2019)
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Page	No. of Article	Content after amendment	Original content (Approved by the Board of Director on September 16, 2019)	Description of amendment

1	Article 6 (Responsible Unit)	The Company has designated the Department of Public Relations as the solely responsible unit (hereinafter referred to as "responsible unit") under the Board of Directors andavail itself of adequate resources and manned	The Company has designated the Department of Public Relations as the solely responsible unit (hereinafter referred to as responsible unit) under the Board of Directors and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports to the board of directors: I. Assisting in incorporating ethics and moral values into the Company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. II. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the Company's operations and business. III. Planning the internal organization, structure and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. IV. Promoting and coordinating awareness and educational activities with respect to ethics policy. V. Developing a whistle-blowing system and ensuringits operating	To accommodate the amendment to Article 17 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies,” adding “avail itself of adequate resources and staff itself with competent personnel” and “at least once a year” the headline and wordings are amended. To accommodate the amendment to Article 17 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies,” that the charges of the responsible unit include regularly analyzing and evaluating the risks of unethical behaviors in the business scope, Paragraph 2 is amended. To accommodate the amendment to Article 8 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies,” that TWSE/GTSM listed companies shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned in the first and second paragraphs and retain said information properly, Paragraph 7 is added.
		by competent
		behaviors in the business scope and adopting programs accordinglyto prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the Company's operations and business. III. Planning the internal organization, structure and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.

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Page	No. of Article	Content after amendment	Original content (Approved by the Board of Director on September 16, 2019)	Description of amendment
		IV. Promoting and coordinating awareness and educational activities with respect to ethics policy. V. Developing a whistle-blowing system and ensuring its operating effectiveness. VI. Assisting the Board of Directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating and preparing reports on the regular assessment of compliance with ethical management in operating procedures VII. Produce and duly retain the	effectiveness. VI. Assisting the Board of Directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating and preparing reports on the regular assessment of compliance with ethical management in operating procedures
		ethical management policies and the documented information, including the compliance statements, implementation commitment and status of implementation.
4	Article 12 (Recusal)	When a Company director, Audit Committee member, officer or other stakeholder attending or present at a Board meeting or the juristic person represented thereby, has a stake in a proposal at themeeting, that director, Audit Committee, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of the Company would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussions or voting and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner. The spouse, a blood relative within the second degree of kinship of a director or any company which has a controlling or subordinate relation with a director has	When a Company director, Audit Committee, officer or other stakeholder attending or present at a Board meeting, or the juristic person represented thereby, has a stake in a proposal, that director, Audit Committee, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of the Company would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner. (Omitted hereunder)	To accommodate the amendment to Paragraph 1, Article 16 of Regulations Governing Procedure for Board of Directors Meetings of Public Companies, the wording of paragraph 1 of this clause is adjusted. To accommodate Paragraph 3, Article 206 of the Company Act, Paragraph 2 is added, specifying that the spouse, a blood relative within the second degree of kinship of a director or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall be deemed to have a personal interest in the matter.

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Page	No. of Article	Content after amendment	Original content (Approved by the Board of Director on September 16, 2019)	Description of amendment
		interests in the matters under discussion in the meeting of the
		preceding paragraph, such director shall be deemed to have a personal interest in the matter. (Omitted hereunder)
6	Article 17 (Ethical management evaluation prior to development of commercial relationships)	The Company shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy. The Company shall disclose its policy of ethical management in its internal rules, annual reports, on the company's websites and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.	The Company shall disclose its policy of ethical management in its internal rules, annual reports, on the company's websites and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.	To accommodate Article 8 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies,” that TWSE/GTSM listed companies shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy, Paragraph 1 is added.
7	Article 22 (Actions upon event of unethical conduct by others towards the Company)	The Company encourage insiders and outsiders for informing of unethical or unseemly conduct, it will issue a bonus of NT $ 50,000 or less. Insiders having made a false report or malicious accusation shall be subject to disciplinary action and be removed from office if the circumstance concerned is material. The Company shall internally establish and publicly announce on its website and the intranet, or provide through an independent external institution, an independent mailbox or hotline, for Company insiders and outsiders to submit reports. A whistleblower shall at least furnish the following information: I. The whistle-blower’s name and I.D. number, (anonymous whistle-blowingispermitted)	The Company encourage insiders and outsiders for informing of unethical or unseemly conduct, it will issue a bonus of NT $ 50,000 or less. Insiders having made a false report or malicious accusation shall be subject to disciplinary action and be removed from office if the circumstance concerned is material. The Company shall internally establish and publicly announce on its website and the intranet, or provide through an independent external institution, an independent mailbox or hotline, for Company insiders and outsiders to submit reports. A whistleblower shall at least furnish the following information: I. The whistle-blower’s name and I.D. number and an address, telephone number and	To accommodate Article 23 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies,” where anonymous whistle-blowing is permitted, and the proper follow-up measures shall be taken after the investigation of whistle-blowing, the wordings in Sub-paragraph 1 of Paragraph 2, Paragraph 4, and its Sub-paragraph 3 are amended.

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Page	No. of Article	Content after amendment	Original content (Approved by the Board of Director on September 16, 2019)	Description of amendment
		and an address, telephone number and e-mail address where it can be reached. II. The informed party's name or other information sufficient to distinguish its identifying features. III. Specific facts available for investigation. Company personnel handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. The Company also undertakes to protect the whistleblowers from improper treatment due to their whistle-blowing. The responsible unit of the Company shall observe the following procedure for whistle-blowing: I. An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive. II. The responsible unit of the Company and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related departments. II. If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or the Company's policy and regulations of ethical management, the Company shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, the Company will report to the competent authorities, transfer the cases to	e-mail address where it can be reached. II. The informed party's name or other information sufficient to distinguish its identifying features. III. Specific facts available for investigation. Company personnel handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. The Company also undertakes to protect the whistleblowers from improper treatment due to their whistle-blowing. And the responsible unit of the Company shall observe the following procedure: I. An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive. II. The responsible unit of the Company and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related departments. II. If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or the Company's policy and regulations of ethical management, the Company shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, the Company will institute legal proceedings and seek damages to safeguard its reputation and its rights and interests. IV. Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and maybe retained
		judicial institution for investigation, orinstitute legal proceedings and seek damages to safeguard its reputation and its rights and interests.

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		IV. Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation. V. With respect to a confirmed information, the Company shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence. VI. The responsible unit of the Company shall submit to the board of directors a report on the whistleblowing case, actions taken and subsequent reviews and corrective measures.	electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation. V. With respect to a confirmed information, the Company shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence. VI. The responsible unit of the Company shall submit to the board of directors a report on the whistleblowing case, actions taken and subsequent reviews and corrective measures.

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Attachment 5

World Known MFG (Cayman) Limited

Corporate Social Responsibility Best Practice Principles [the First Amendment, March 2020] Content:

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----- Start of picture text -----

Original content
No. of (Approved by the Board of
Page Content after amendment Description of amendment
Article Directors on September 18,
2018)
1 Article 3 In fulfilling corporate social In fulfilling corporate social To accommodate the new
responsibility initiatives, the responsibility initiatives, the version of Corporate
Company shall, in its corporate Company will, in its corporate Governance Blueprint
management guidelines and management guidelines and (2018-2020), the non-financial
business operations, give due business operations, give due information will be enhanced in
consideration to the rights and consideration to the rights and annual reports; also by referring
interests of stakeholders and interests of stakeholders and to the key international trends
while pursuing sustainable while giving due consideration to and the evaluation item 1 in
operations and profits, also give the environment, society and Appendix 2-2-2 “The state of
due consideration to the corporate governance. the company's performance of
environment, society and social responsibilities, any
corporate governance. variance from the Corporate
The Company shall conduct the Social Responsibility Best
risk assessment to the Practice Principles for
environment, social and TWSE/TPEx Listed
corporate governance issues Companies and the reason for
related the Company’s any such variance” under the
operations, based on the principle “Regulations Governing
of materiality and establish the Information to be Published in
relevant risk management Annual Reports of Public
policies or strategies. Companies” Paragraph 2 is
added.
3 Article 21 To create an environment To create an environment To accommodate the new
conducive to the development of conducive to the development of version of Corporate
their employees' careers and their employees' careers and Governance Blueprint
establish effective training establish effective training (2018-2020), the non-financial
programs to foster career skills. programs to foster career skills. information will be enhanced in
The Company shall appropriately annual reports; also by referring
reflect the corporate business to the key international trends
performance or achievements in and the evaluation item 4(2) in
the employee remuneration Appendix 2-2-2 “The state of
policy, to ensure the recruitment, the company's performance of
retention, and motivation of social responsibilities, any
human resources and achieve the variance from the Corporate
objective of sustainable Social Responsibility Best
operations. Practice Principles for
TWSE/TPEx Listed
Companies and the reason for
any such variance” under the
“Regulations Governing
Information to be Published in
Annual Reports of Public
Companies” Paragraph 2 is
amended.
4 Article 24 The Company shall ensure the The Company shall ensure the To accommodate the new
quality of their products and quality of their products and version of Corporate
services by following the laws services by following the laws Governance Blueprint
and regulations of the and regulations of the (2018-2020), the non-financial
government and relevant government and relevant information will be enhanced in
standards of their industries. standards of their industries. annual reports; also by referring
The Company shall follow The Company shall follow to the key international trends
relevant laws, regulations and relevant laws, regulations and and the evaluation item 4(5) in
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Page	No. of Article	Content after amendment	Original content (Approved by the Board of Directors on September 18, 2018)	Description of amendment
		international guidelines when marketing or labeling their products and servicesfor the customers’health and safety, as well as customer privacy;and shall not deceive, mislead, commit fraud or engage in any other acts which would betray the consumers' trust or damage consumers' rights or interests.	international guidelines when marketing or labeling their products and services and shall not deceive, mislead, commit a fraud or engage in any other acts which would betray the consumers' trust or damage consumers' rights or interests.	Appendix 2-2-2 “The state of the company's performance of social responsibilities, any variance from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and the reason for any such variance” under the “Regulations Governing Information to be Published in the Annual Reports of Public Companies,” Paragraph 2 is amended.
4	Article 26	The Company strives to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative. Prior to engaging in commercial dealings, the Company shall assess whether or not there is any	The Company strives to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative.	To accommodate the new version of Corporate Governance Blueprint (2018-2020), the non-financial information will be enhanced in annual reports; also by referring to the key international trends, and the evaluation item 4(6) in Appendix 2-2-2 “The state of the company's performance of social responsibilities, any variance from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and the reason for any such variance” under the “Regulations Governing Information to be Published in Annual Reports of Public Companies” Paragraph 2 is amended.
		record of a supplier's impact on the environment and society and avoid conducting transactions with those against corporate social responsibility policies. When the Company enters into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the
		contract may be terminated or rescinded any time if the supplier
		has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.

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Attachment 6

World Known MFG (Cayman) Limited

The Ethical Corporate Management Best Practice Principles [the First Amendment, September 2019] Content:

Content:	Content:
Page No. of Article		Content after amendment	Original content (Approved by the Board of Directors on September 18, 2018) Description of amendment
1 Article 5 (Policy)		The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and obtain approval from the Board of Directors, and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.	The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism to create an operating environment for sustainable development. By referring Section 3.7 and Section 5.1.1 in October 2016 of ISO 37001, Anti-bribery management systems, issued by International Organization for Standardization (ISO), the anti-bribery management policy shall be approved by the Board of Directors, the clause is amended to specify that the ethical management policy shall be approved by the Board of Directors.
	Article 7 (Scope of Prevention Program)	The Company shallestablish a risk assessment mechanism against unethical conduct, analyze and assess, on a regular basis,business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly and review their adequacy and effectiveness on a regular basis. It is advisable for the Company torefer to prevailing domestic and foreign standards or guidelinesin establishing that the prevention programs, which shall at least include preventive measures against the following: I. Offering and acceptance of bribes. II. Illegal political donations. III. Improper charitable donations or sponsorship. IV. Offering or acceptance of unreasonable presents or hospitality or other improper benefits. V. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights and other intellectual property rights. VI. Engaging in unfair competitive practices. VII. Damage directly or indirectlycaused to the rights	Whenestablishing prevention programs, the Company shall establish analyze business activities within the business scope which are at a higher risk of being involved in unethical conduct andenhance the preventionmeasures. The Company’s prevention programs shall at least include preventive measures against the following: I. Offering and acceptance of bribes. II. Illegal political donations. III. Improper charitable donations or sponsorship. IV. Offering or acceptance of unreasonable presents or hospitality or other improper benefits. V. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights and other intellectual property rights. VI. Engaging in unfair competitive practices. VII. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision or sale of products and services.	I. By referring Section 4.5.1 of ISO 37001, that organization shall regularly conduct bribery risk assessment, and assess the adequacy and effectiveness of the current control methods, and Section 4.5.2 about establishing the classification of bribery risk levels, Paragraph 1 is amended. II. To assist the Company’s introduction of ethical management (anti-bribery) mechanism, and establish the corporate culture of ethical management (anti-bribery), there are domestic and international generally applied standards or guidelines to be referred to, such as ISO 37001, GRI 205: Anti-Corruption 2016 and Business Principles for Countering Bribery issued by Transparency International in 2013, and the wording of Paragraph 2 is amended.

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Original content
(Approved by the Board of
Page No. of Article Content after amendment Description of amendment
Directors on September 18,
2018)
or interests, health, or safety of
consumers or other
stakeholders in the course of
research and development,
procurement, manufacture,
provision or sale of products
and services.
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Page No. of Article Content after amendment Original content (Approved by the Board of Directors on September 18, 2018) Description of amendment	Page No. of Article Content after amendment Original content (Approved by the Board of Directors on September 18, 2018) Description of amendment	Page No. of Article Content after amendment Original content (Approved by the Board of Directors on September 18, 2018) Description of amendment	Page No. of Article Content after amendment Original content (Approved by the Board of Directors on September 18, 2018) Description of amendment	Page No. of Article Content after amendment Original content (Approved by the Board of Directors on September 18, 2018) Description of amendment
or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision or sale of products and services.
	Article 8 (Commitment and Execution)	The Company shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy. The Company and the group’s entities and organizations shall clearly specify in their rules, external documents andthe official websitethe ethical corporate management policies and the commitment by the Board of Directors and management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. The Company shall compile documented information on the ethical management policy,	The Company and their respective business group shall clearly specify in their rules and external documents the ethical corporate management policies and the commitment by the Board of Directors and senior management on rigorous and thorough implementation of such policies and shall carry out the policies in internal management and in commercial activities.	I. Paragraph 1 is added. By referring Section 7.2.2.2, Paragraph c of ISO 37001, the directors and senior management shall issue a statement of compliance with the ethical management policy and Section 7.2.2.1, Paragraph a, that organizations shall require in the terms of employment that employees comply with such policy, the employment contracts shall include and emphasize the clauses of ethical management. II. The amendment to the current clause is moved to Paragraph 2. To accommodate the added Paragraph 1 and Article 3-3 of the “Rules Governing Information Filing by Companies with TWSE Listed Securities and Offshore Fund Institutions with TWSE Listed Offshore Exchange-Traded Funds” that the company website is required for listed companies, and Article 4-1 of the “Rules Governing Information Reporting by Companies with TPEx Listed Securities” that company website is required for TPEx listed companies, it is advised that the Company specifies the ethical management policies and the commitment by the Board of Directors and senior management on rigorous and thorough implementation of such
		statement, commitment and implementation mentioned in the first and second paragraphs
		and retain said information properly.

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No. of Article	Content after amendment	Original content (Approved by the Board of Directors on September 18, 2018)	Description of amendment
			policies. III. Paragraph 3 is added. By referring the regulations in ISO 37001, the policies, processes, and implementation related to the anti-bribery mechanism shall be documented and retained well. For instance, Section 4.5.4, the documents related to the execution of anti-bribery risk assessment; Section 5.2, the anti-bribery policies shall be specified in the documents; and Section 7.3, the documents related to the procedure, content, time and participants of anti-briberytraining.
Article 17 (Organization and Responsibility)	The directors, supervisors, managers, employees, mandataries and substantial controllers of the Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continuously make adjustments to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the Company shall establish a dedicated unit that is under the Board of Directors andavail itself of adequate resources and	The directors, supervisors, managers, employees, mandataries and substantial controllers of the Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continuously make adjustments to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the Company shall establish a dedicated unit that is under the Board of Directors and responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters andshall report to the board of directors on a regular basis I. Assisting in incorporating ethics and moral values into the Company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure	I. By referring Section 5.3.2 of ISO 37001, availing of the anti-bribery responsible unit of adequate resources and staff itself with competent personnel; and Section 9.4, reporting to the Board of Directors at least once a year by the anti-bribery responsible unit, Paragraph 2 is amended. II. To accommodate the amendment to Paragraph 1, Article 7, Subparagraph 2 of Paragraph 2 is added, specifying the charges of the ethical management responsible unit include regularly analyzing and evaluating the risks of unethical behaviors in the business scope and the wording is adjusted accordingly.
	staff itself with competent personnel, responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis(at least once a year): I. Assisting in incorporating ethics and moral values into the Company's business

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Original content
(Approved by the Board of
Page No. of Article Content after amendment Description of amendment
Directors on September 18,
2018)
strategy and adopting ethical management in
appropriate prevention compliance with the
measures against corruption requirements of laws and
and malfeasance to ensure regulations.
ethical management in II. Adopting programs to
compliance with the prevent unethical conduct and
requirements of laws and setting out in each program the
regulations. standard operating procedures
II. Regularly analyzing and and conduct guidelines with
evaluating the risks of respect to the Company's
unethical behaviors in the operations and business.
business scope and adopting
programs accordingly to III. Planning the internal
prevent unethical conduct and organization, structure and
setting out in each program the allocation of responsibilities
standard operating procedures and setting up
and conduct guidelines with check-and-balance
respect to the Company's mechanisms for mutual
operations and business. supervision of the business
III. Planning the internal activities within the business
organization, structure and scope which are possibly at a
allocation of responsibilities higher risk for unethical
and setting up conduct.
check-and-balance IV. Promoting and
mechanisms for mutual coordinating awareness and
supervision of the business educational activities with
activities within the business respect to ethics policy.
scope which are possibly at a V. Developing a
higher risk for unethical whistle-blowing system and
conduct. ensuring its operating
IV. Promoting and effectiveness.
coordinating awareness and VI. Assisting the Board of
educational activities with Directors and management in
respect to ethics policy. auditing and assessing whether
V. Developing a or not the prevention measures
whistle-blowing system and taken for the purpose of
ensuring its operating implementing ethical
effectiveness. management are effectively
VI. Assisting the Board of operating and preparing reports
Directors and management in on the regular assessment of
auditing and assessing whether compliance with ethical
the prevention measures taken management in the operating
for the purpose of procedures
implementing ethical
management are effectively
operating and preparing reports
on the regular assessment of
compliance with ethical
management in operating
procedures
Article 20 The Company shall establish The Company shall establish I. By referring Section 9.2
(Accounting and effective accounting systems effective accounting systems of ISO 37001,
Internal Control) and internal control systems and internal control systems specifying the internal
for business activities possibly for business activities possibly audit for the anti-bribery
at a higher risk of being at a higher risk of being management system
involved in an unethical involved in an unethical (e.g. Section 9.2.2, the
conduct, not have conduct, not have audit plan, including
under-the-table accounts or under-the-table accounts or frequency and methods;
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Page	No. of Article	Content after amendment	Original content (Approved by the Board of Directors on September 18, 2018)	Description of amendment
		keep secret accounts and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of the Company shall,based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans, including auditees, audit scope, audit items, audit frequency, etc.,and examine accordingly the compliance with theprevention programs. The internal audit unit may engage a certified public accountant to carry out the audit and may engage professionals to assist, if necessary. The results of examination in the preceding paragraph shall be reported to senior management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the Board of Directors.	keep secret accounts and conduct reviews regularly to ensure that the design and enforcement of the systems are showing results. The internal audit unit of the Company shall examine the compliance with the aforementioned systemon a regular basis, and prepare the audit reports presented to the Board of Director.The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.	Section 9.2.2.b, the standards and scope of each audit; Section 9.2.3, the risk-based audit; and Appendix A 16.3 selecting auditees based on risks), Paragraph 2 is amended. II. Paragraph 3 is added. By referring Section 9.2.2.d of ISO 37001, specifying the outcomes of audits shall be ensured to be reported to the personnel of anti-bribery management system, executives, and the Board of Directors. In consideration of framework, the wording of “prepare the audit reports presented to the Board of Directors” and the reporting procedure after the examination by the internal auditors are specified in the Paragraph.
	Article 23 (Whistle-blowing system)	The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: I. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports. II. Dedicated personnel or unit appointed to handle the whistle-blowing system. Any tip involving a director or seniormanagementshall be reported to the independent directors or supervisors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. III. Follow-up measures to be	The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: I. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports. II. Dedicated personnel or unit appointed to handle the whistle-blowing system. Any tip involving a director or seniormanagershall be reported to the independent directors or supervisors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted.	I. By referring Appendix A.18.8 of ISO 37001, specifying the proper follow-up measures shall be taken after the investigation of bribery incidents, Sub-paragraph 3 of Paragraph 1 is added, and existing Sub-paragraph 3 to 6 of Paragraph 1 are moved to Sub-paragraph 4 to 7. II. By referring Section 8.9.c of ISO 37001, allowing the anonymous whistle-blowing, Paragraph 1 is moved as Sub-paragraph 5.

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Page	No. of Article	Content after amendment	Original content (Approved by the Board of Directors on September 18, 2018)	Description of amendment
		adopted depending on the severity of the circumstances after investigations of cases reported are completed. Where	III.Documentation of case acceptance, investigation processes, investigation results, and relevant documents. IV. Confidentiality of the identity of whistle-blowers and the content of reported cases, and an undertaking regarding anonymous reporting. V.Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. VI.Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the TWSE/GTSM listed company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors or supervisors in written form.
		necessary, a case shall be reported to the competent authority or referred to the judicial authority. IV.Documentation of case acceptance, investigation processes, investigation results and relevant documents. V.Confidentiality of the identity of whistle-blowers and the content of reported cases and an undertaking regarding anonymous reporting. VI.Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. VII.Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the TWSE/GTSM listed company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors or supervisors in written form.

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Attachment 7

Independent Auditors’ Report

To the Board of Directors of World Known MFG (Cayman) Limited:

Opinion

We have audited the consolidated financial statements of World Known MFG (Cayman) Limited (the ”Company”) and its subsidiaries (“the Group”), which comprise the restatement consolidated balance sheets as of December 31, 2017 and 2016 and January 1, 2016, the restatement consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the restatement consolidated financial position of the Group as of December 31, 2017 and 2016 and January 1, 2016, and its restatement consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Emphasis of Matter

We issued Unqualified Opinions to the Group’s financial reports before restatement of year 2017 and 2016 at May 13, 2019. As discussed in Note 4(S) to the financial statements, World Known MFG (Cayman) Limited purchased a part of operating asset and inventory from the processing department of World Known MFG Co., LTD. The transaction should not be regarded as business restructuring, it should be regarded as an acquisition of assets through transactions, hence business combination is not applicable, since World Known MFG (Cayman) Limited did not acquire and assume whole assets and liabilities. Therefore, we restated financial statement of year 2017 and 2016 and consolidated balance sheet as of January 1, 2016. Our opinion is not modified in respect of this matter.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including the Audit Committee ) are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Hsueh, Chen and Tsu-Hsin, Chang.

KPMG

Taipei, Taiwan (Republic of China) October 17, 2019

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January 1, 2016	(Restated)	Amount %		14,985 2	2,509 -	- -	- -	70,236 10	308 -	80,389 11	3,185 -		24,851 3	25,467 4	4,865 1	226,795 31	226,795 31	3,649 1		- -	3,649 1		230,444 32			- -	- -	- -	- -	- -	484,185 68		- -	484,185 68	714,629 100
December 31, 2016	(Restated)	Amount %		30,010 3	- -	- -	- -	73,015 9	- -	65,286 8	1,254 -		14,529 2	11,427 1	- -	195,521 23		- -		- -	- -		195,521 23			207,700 25	- -	(57) -	5,098 -	212,741 25	439,467 52		- -	652,208 77	847,729 100
December 31, 2017	(Restated)	Amount %		$ 34,977 4	- -	830 -	4,729 -	161,076 15	49,336 5	124,131 12	397 -		29,377 3	21,310 2	1,800 -	427,963 41		6,300 1	132 -		6,432 1		434,395 42			300,000 29	216,423 21	90,230 8	2,129 -	608,782 58	- -		259 -	609,041 58	$ 1,043,436 100
		Liabilities and Equity	Current liabilities:	Short-term borrowings (Note 6(i) and 8)	Held-for-trading financial liability-current	Notes payable	Notes payable to related parties (Note 7)	Accounts payable	Accounts payable to related parties (Note 7)	Other payables	Other payables to related parties (Note 7)		Current income tax liabilities	Other current liabilities	Long-term borrowings, current portion (Note 6(j) and 8)		Non-Current liabilities:	Long-term borrowings (Note 6(j) and 8)	Deferred income tax liabilities (Note 6(l))				Total liabilities	Equity attributable to owners of parent:	(Note 6(e) and (m))	Capital stock	Capital surplus	Retained earnings	Other equity	Total equity attributable to owners of parent	Equity attributable to predecessors’ interests under	common control	Non-controlling interests	Total equity	Total liabilities and equity
				2100	2121	2150	2160	2170	2180	2200	2220		2230	2300	2322			2540	2570							3100	3211	3300	3400		35XX		36XX
January 1, 2016	(Restated)	Amount %			101,467 14	- -	3,293 -	79,552 11	9,362 1		12,452 2	- -		185,700 26	5,972 1 10,426 2		408,224 57		276,237 39		3,288 -	- -		26,880 4	306,405 43										714,629 100
December 31, 2016	(Restated)	Amount %			226,396 27	- -	- -	65,883 8	9,401 1		14,383 2	- -		137,313 16	15,415 1 8,627 1		477,418 56		233,892 28		3,318 -	- -		133,101 16	370,311 44										847,729 100
December 31, 2017	(Restated)	Amount %			$ 205,849 20	9,133 1	1,701 -	150,110 14	14,536 11		20,780 2	254 -		215,544 21	366 - 16,314 2		634,587 61		340,321 33		3,598 -	142 -		64,788 6	408,849 39										$ 1,043,436 100
		Assets		Current assets:	Cash and cash equivalents (Note 6(a))	Held-to-maturity financial asset-current (Note 6(b))	Notes receivable, net (Note 6(c))	Accounts receivable, net (Note 6(c))	Accounts receivable from related parties, net	(Note 6(c) and 7)	Other receivables (Note 6(c))	Other receivables from related parties (Note 6(c) and 7)		Inventories (Note6(d))	Other financial assets-current (Note 6(h)) Other current assets-other (Note 6(h))			Non-current assets:	Property, plant and equipment (Note 6(f) and 7)		Intangible assets (Note 6(g))	Deferred income tax assets (Note 6(l))		Other non-current assets (Note 6(h))											Total assets
					1100	1130	1150	1170	1180		1200	1210		1310	1310 1310				1600		1780	1840		1900

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2017 (Restated)	% 100 67	2016 (Restated) Amount % 496,598 100 287,932 58 208,666 42 29,414 6 54,435 10 22,841 5 106,690 21 101,976 21 5,966 1 7,165 1 (1,454) - 11,677 2 113,653 23 11,911 2 101,742 21 5,336 1 - - 5,336 1 (33,464) (7) - - (33,464) (7) (28,128) (6) 73,614 15 (57) - 101,799 21 - - 101,742 20 5,041 1 68,573 14 - - 73,614 15 3.39 3.39
Amount $ 813,626 546,646		Amount 496,598 287,932
266,980	33	208,666
30,751 67,859 23,468	4 8 3	29,414 54,435 22,841
122,078	15	106,690
144,902	18	101,976
12,836 (14,199) (1,340)	2 2 -	5,966 7,165 (1,454)
(2,703)	-	11,677
142,199 31,486	17 4	113,653 11,911
110,713	13	101,742
(36,486) -	(4) -	5,336 -
(36,486)	(4)	5,336
33,493 -	4 -	(33,464) -
(33,493)	4	(33,464)
(2,993)	-	(28,128)
$ 107,720	13	73,614
$ 90,287 20,466 (40)	11 2 -	(57) 101,799 -
$ 110,713	13	101,742
87,318 20,466 (64)	11 2 -	5,041 68,573 -
$ 107,720	13	73,614
$	3.69
$	3.69

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												Total	484,185		(113,291)	101,742	(28,128)	73,164	207,700	652,208	652,208	110,713	(2,993)	107,720	170,000	(321,210)	323	609,041
										Non-	controlling	interests	-		-	-	-	-	-	-	-	(40)	(24)	(64)	-	-	323	259
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)	World Known MFG (Cayman) Limited and subsidiaries	Consolidated Statements of Changes in Equity	For the years ended December 31, 2017 and 2016	(Expressed in Thousands of New Taiwan Dollars)	Equity attributable to owners of parent	Other equity	interest	Exchange	differences on Equity attributable	translation of Total equity to predecessors’	Capital Capital foreign financial attributable to interests under	stock surplus Retained earnings statements owners of parent common control	- - - - - 484,185		- - - - - (113,291)	- - (57) - (57) 101,799	- - - 5,098 5,098 (33,226)	- - (57) 5,098 5,041 68,573	207,700 - - - 207,700 -	207,700 - (57) 5,098 212,741 439,467	207,700 - (57) 5,098 212,741 439,467	- - 90,287 - 90,287 20,466	- - - (2,969) (2,969) -	- - 90,287 (2,969) 87,318 20,466	50,000 120,000 - - 170,000 -	42,300 96,423 - - 138,723 (459,933)	- - - - - -	300,000 216,423 90,230 2,129 608,782 -
													$							$	$							$
													Balance of January 1, 2016 after restatement	Appropriation and distribution of retained earnings:	Cash dividends of common stock	Profit for the year	Other comprehensive income for the year	Total comprehensive income for the year	Issuance of common stock for cash	Balance at December 31, 2016 after restatement	Balance at January 1, 2017 after restatement	Profit for the year	Other comprehensive income for the year	Total comprehensive income for the year	Issuance of common stock for cash	Of Acquisition of shares subsidiaries	Change in non-controlling interests	Balance at December 31, 2017 after restatement

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Allowance for doubtful accounts Interest expense Interest income Losses on disposal of property, plant and equipment Allowance for inventory valuation and obsolescence loss Impairment loss (Reversal gain) of non-financial assets Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Increase (decrease) in notes receivable Increase (decrease) in accounts receivable Increase in accounts receivable due from related parties Increase in other receivable Increase in other receivable due from related parties Increase (decrease) in inventories Increase (decrease) in prepayments Increase (decrease) in other current assets Total changes in operating assets Changes in operating liabilities: Decrease in financial liabilities held for trading Increase in notes payable Increase in notes payable to related parties Increase in accounts payable Increase (decrease) in accounts payable to related parties Increase (decrease) in other payable Decrease in other payable to related parties Decrease in other current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of held-to-maturity financial asset Acquisition of property, plant and equipment Proceeds from property, plant and equipment Decrease deposits paid Acquisition of intangible assets Decrease (increase) in other financial assets Acquisition of subsidiary stock Increase in prepayments for equipment Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term loans borrowings Decrease in short-term loans borrowings Proceeds of long-term borrowings Repayments of long-term debt borrowings Cash dividend paid Issuance of common stock for cash Change in non-controlling interests Net cash flows from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2017 (Restated) $ 142,199	2017 (Restated) $ 142,199	2016 (Restated) 113,653
	55,375 876 - 1,340 (568) (1,479) 1,879 (1,402)		37,949 786 2,330 1,454 (296) 7 7,647 6,345
	56,021		56,222
	(1,701) (84,227) (5,135) (6,397) (254) (80,976) (6,321) (391)		3,293 11,339 (39) (1,931) - 28,364 4,998 1
	(185,402)		46,025
	- 830 4,729 88,061 49,336 26,972 (857) (9,983)		(2,509) - - 2,779 (308) (8,521) (1,931) (14,040)
	178,954		(24,530)
	(6,448)		21,495
	191,772 568 (1,403) (19,900)		191,370 296 (1,375) (22,233)
	171,037		168,058
	(9,133) (130,925) 1,722 (190) (1,236) 15,049 (211,847) (41,835)		- (28,561) 87 - (1,065) (9,433) (109,363) (58)
	(378,395)		(148,403)
	43,772 (38,291) 9,000 (900) - 170,000 323		31,476 (14,528) - (8,254) (113,291) (207,700) -
	183,904		103,103
	2,907		2,171
	(20,547) 226,396		124,929 101,467
	$ 205,849		226,396

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Attachment 8

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of World Known MFG (Cayman) Limited:

Opinion

We have audited the consolidated financial statements of World Known MFG (Cayman) Limited (the ”Company”) and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2018, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the restatement consolidated balance sheets as of December 31, 2017, the restatement consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended, the restatement consolidated financial position of the Group as of December 31, 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

Emphasis of Matter

As discussed in Note 4(T) to the financial statements, World Known MFG (Cayman) Limited purchased a part of operating asset and inventory from the processing department of World Known MFG Co., LTD. The transaction should not be regarded as business restructuring, it should be regarded as an acquisition of assets through transactions, since World Known MFG (Cayman) Limited did not acquire and assume whole assets and liabilities. Therefore, we restated financial statements of the Group of the year 2017. Our opinion is not modified in respect of this matter.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1 Revenue Recognition

Please refer to Note 4(m) to the consolidated financial statements for accounting policy of revenue recognition, and Note 6(r) for explanation of revenue recognition.

Description of key audit matter:

Revenue is the key performance indicator for evaluating the performance of the financial and operation of the Group. In addition, revenue is recognized when the control in each individual contract with customers is transferred. The Company recognizes revenue depending on the various sales terms in each individual contract with customers to ensure the significant risks and rewards of ownership have been transferred. Therefore, the revenue recognition is one of the key audit matters in our audit.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included assessing and testing the Group’s internal controls surrounding revenue recognition; conducting customer trend analysis to assess the existence of any significant exception; on a sample basis, inspecting contracts with customers or customers’ orders, and assessing whether the accounting treatment of the related contracts is applied appropriately, and performing test of details on sales to assess the existence, accuracy and appropriateness of revenue recognition, and performing sales cut-off test of a period before and after the financial position date by vouching related document of sales transactions to determine whether revenue have been appropriately recognized.

2 Assessment of Inventory

Please refer to Note 4(h) to the consolidated financial statements for accounting policy of inventory; Note5(b) for accounting estimations and assumptions of valuation of inventory, and Note6(e) for explanation of valuation of inventory.

Description of key audit matter:

The Group’s belongs to precision machining of castings industry. The Group’s inventories are measured at the lower of cost and net realizable value. Howerver, the cost of inventory might exceed its net realizable value due to the rapid advancement of technology and the changes in market demand. Therefore, inventory evaluation is one of our key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included assessing and testing the Group’s allowance amount of inventory according to its characteristics; conducting sampling to examine accuracy of inventory aging; assessed the Group’ s inventory decline or rationality of debt ratio; examine accuracy of allowance amount of inventory past years, and compare with this period. Assessed whether estimation method this period present fairly. Implement random sampling inventory counting at year end to confirm whether there is obsolescence or damage for inventories.

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3 Assessment of Accounts Receivable

Please refer to Note 4(g) to the consolidated financial statements for accounting policy of assessment of accounts receivable impairment; Note5(a) to the consolidated financial statements for accounting estimations and assumptions of assessment of accounts receivable, and Note6(c) to the consolidated financial statements for impairment of accounts receivable.

Description of key audit matter:

The Group’ s accounts receivable are concentrate among automotive industry customers. Allowance evaluation on accounts receivable contains management’ s subjective judgment. Therefore, the assessment on accounts receivable is one of the key audit matter.

How the matter was addressed in our audit:

Our principal audit procedure included: analyse aging of accounts receivable, receive records and customers’ credit risk concentration. Assessed whether estimation method and the amount of accounts receivable this period present fairly.

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Hsueh, Chen and Tsu-Hsin, Chang.

KPMG

Taipei, Taiwan (Republic of China) October 17, 2019

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December 31, 2017	(Restated)	Amount %		34,977 4	- -	830 -	4,729 -	161,076 15	49,336 5	124,131 12	397 -	29,377 3	21,310 2	1,800 -	427,963 41		6,300 1	132 -	6,432 1	434,395 42		300,000 29	216,423 21	90,230 8	2,129 -	608,782 58	259 -	609,041 58	1,043,436 100
	December 31, 2018	Amount %		$ 10,000 1	7,484 1	- -	- -	167,776 14	44,142 4	145,881 13	654 -	45,810 4	4,685 -	5,149 -	431,581 37		7,539 1	23 -	7,562 1	439,143 38		300,000 26	216,423 19	208,154 18	(6,711) (1)	717,866 62	261 -	718,127 62	$ 1,157,270 100
		Liabilities and Equity	Current liabilities:	Short-term borrowings(note 6(j) and 8)	Current contract liabilities(note 6(p))	Notes payable	Notes payable to related parties(note 7)	Accounts payable	Accounts payable to related parties(note 7)	Other payables(note 6(k))	Other payables to related parties(note 7)	Current income tax liabilities	Other current liabilities(note 6(l))	Long-term borrowings, current portion(note 6(m) and 8)		Non-Current liabilities:	Long-term borrowings(note 6(m) and 8)	Deferred income tax liabilities(note 6(o))		Total liabilities	Equity attributable to owners of parent(note 6(f) and (p)):	Capital stock	Capital surplus	Retained earnings	Other equity	Total equity attributable to owners of parent:	Non-controlling interests	Total equity	Total liabilities and equity
				2100	2130	2150	2160	2170	2180	2200	2220	2230	2300	2322			2540	2613				3100	3200	3300	3400		36xx
December 31, 2017	(Restated)	Amount %		205,849 20	9,133 1	1,701 -	150,110 14	14,536 1	20,780 2	254 -	215,544 21	366 -	16,314 2	634,587 61			340,321 33	3,598 -	142 -	64,788 6	408,849 39								1,043,436 100
	December 31, 2018	Amount %		$ 301,046 26	- -	10,507 1	178,869 15	8 -	20,088 2	174 -	250,961 22	- -	18,483 1	780,136 67			342,829 30	5,475 1	696 -	28,134 2	377,134 33								$ 1,157,270 100
		Assets	Current assets:	Cash and cash equivalents(note 6(a))	Held-to-maturity current financial assets(note 6(b))	Notes receivables, net(note 6(c))	Accounts receivable, net(note 6(c))	Accounts receivable from related parties, net(note 6(c) and 7)	Other receivables(note 6 (d))	Other receivables from related parties(note 6(d) and 7)	Inventories(note 6(e))	Other current financial assets(note 6(i))	Other current assets(note 6(i))			Non-current assets:	Property, plant and equipment(note 6(g) and 7)	Intangible assets(note 6(h))	Deferred income tax assets(note 6(o))	Other non-current assets(note 6(i))									Total assets
				1100	1130	1150	1170	1180	1200	1210	1310	1476	1470				1600	1780	1840	1900

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) and subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

(Expressed in Thousands of New Taiwan Dollars , Except for E	arnings Per	Com	mon Share)	mon Share)
4000 Operating revenues(note 6(r),(s) and 7) 5000 Operating costs(note 6(e),(n) and 7) Gross profit from operations Operating expenses(note 6(h), (n) and 7): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment loss determined in accordance with IFRS 9 Net operating income Non-operating income and expenses(note 6(t)): 7010 Other income 7020 Other gains and losses 7050 Finance costs 7900 Profit before income tax 7950 Income tax expenses(note 6(o)) Profit 8300 Other comprehensive income: 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8360 Exchange differences on translation of foreign financial statements 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements (note 6(p)) 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income (loss) for the year, net of tax 8500 Total comprehensive income for the year	2018	% 100 72	2017 (Restated) Amount % 813,626 100 546,646 67
	Amount $ 1,097,619 785,419		Amount 813,626 546,646
	312,200	28	266,980	33
	36,086 79,379 25,460 4,298	3 7 2 1	30,751 67,859 23,468 -	4 8 3 -
	145,223	13	122,078	15
	166,977	15	144,902	18
	14,437 12,332 (1,162)	1 1 -	12,836 (14,199) (1,340)	2 (2) -
	25,607	2	(2,703)	-
	192,584 44,666	17 4	142,199 31,486	18 4
	147,918	13	110,713	14
	21,256 -	2 -	(36,486) -	(4) -
	21,256	2	(36,486)	(4)
	(30,088) -	(3) -	33,493 -	4 -
	(30,088)	(3)	33,493	4
	(8,832)	(1)	(2,993)	-
	$ 139,086	12	107,720	14

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) and subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2018	% 13 - -	2017 (Restated) Amount % 90,287 11 20,466 3 (40) -	2017 (Restated) Amount % 90,287 11 20,466 3 (40) -
Amount $ 147,924 - (6)		Amount 90,287 20,466 (40)
$ 147,918	13	110,713	14
$ 130,084 - 2	12 - -	87,318 20,466 (64)	11 3 -
$ 139,086	12	107,720	14
$	4.93		3.69
$	4.93		3.69

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										Total equity	652,208	652,208	110,713	(2,993)	107,720	170,000	(321,210)	323		609,041	609,041	609,041	609,041		(30,000)	(30,000)	(30,000)	(30,000)	147,918	(8,832)	(8,832)	139,086	139,086	718,127	718,127
									Non-controlling	earnings	-		(40)	(24)	(64)	-	-	323		259		259			-		-		(6)	8		2		261
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)	World Known MFG (Cayman) and subsidiaries	Consolidated Statements of Changes in Equity	For the years ended December 31, 2018 and 2017	(Expressed in Thousands of New Taiwan Dollars)	Equity attributable to owners of parent	Other equity interest	Total equity Equity attributable	Exchange differences on attributable to to predecessors’	Captical Capital Retained translation of foreign owners of interests under	stock surplus earnings financial statements parent common control	Balance on January 1, 2017 after restatement $ 207,700 - (57) 5,089 212,741 439,467		Profit for the year - - 90,287 - 90,287 20,466	Other comprehensive income for the year - - - (2,969) (2,969) -	Total comprehensive income for the year - - 90,287 (2,969) 87,318 20,466	Issuance of common stock for cash 50,000 120,000 - - 170,000 -	Acquisition of shares of subsidiaries 42,300 96,423 - - 138,723 (459,933)	Changes in non-controlling interests - - - - - -		Balance at December 31, 2017 after restatement $ 300,000 216,423 90,230 2,129 608,782 -		Balance on January 1, 2018 after adjustments $ 300,000 216,423 90,230 2,129 608,782 -		Appropriation and distribution of retained earnings: -	Cash dividends of ordinary share - - (30,000) - (30,000) -		- - (30,000) - (30,000) -		Profit for the year - - 147,924 - 147,924 -	Other comprehensive income for the year - - - (8,840) (8,840) -		Total comprehensive income for the year - - 147,924 (8,840) 139,084 -		Balance at December 31, 2018 $ 300,000 216,423 208,154 (6,711) 717,866 -

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) and subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit(loss) : Depreciation expense Amortization expense Expected credit loss Reversal of provision for bad debt expense Interest expense Interest income Loss (gain) on disposal of property, plant and equipment Allowance for inventory valuation and obsolescence loss Impairment loss (reversal gain) of non-financial asset Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Increase in notes receivable Increase in accounts receivable Decrease (increase) in accounts receivable from related parties Decrease (increase) in other receivables Decrease (increase) in other receivable from related parties Increase inventories Increase in prepayments Decrease (increase) in other current assets Total changes in operating assets Changes in operating liabilities: Increase in current contract liabilities (Decrease) increase in notes payable (Decrease) increase in notes payable to related parties Increase in accounts payable (Decrease) increase in accounts payable to related parties Increase in other payables Increase (decrease) in other payable to related parties (Decrease) increase in other current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of held-to-maturity financial assets Proceeds from disposal ofheld-to-maturity financial assets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Decrease in other financial assets Acquisition of shares of subsidiaries Increase in prepayments for equipment Net cash used in investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Cash dividends paid Issuance of common stock for cash Change in non-controlling interests Net cash flows (used in) from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2018 $ 192,584	2017 (Restated) 142,199
	60,454 1,384 4,298 1,162 (1,081) 577 4,216 1,246	55,375 876 - 1,340 (568) (1,479) 1,879 (1,402)
	72,256	56,021
	(8,806) (32,952) 14,528 692 80 (40,499) (3,947) 2,780	(1,701) (84,227) (5,135) (6,397) (254) (80,976) (6,321) (391)
	(68,124)	(185,402)
	448 (830) (4,729) 28,468 (5,194) 27,823 257 (9,589)	- 830 4,729 88,061 49,336 26,972 (857) 9,883
	36,654	178,954
	(31,470)	(6,448)
	233,370 1,081 (1,175) (28,606)	191,772 568 (1,403) (19,900)
	204,670	171,037
	- 9,133 (61,212) - - (3,301) 366 - (1,088)	(9,133) - (130,925) 1,722 (190) (1,236) 15,049 (211,847) (41,835)
	(56,102)	(378,395)
	10,000 (34,977) 8,900 (4,312) (30,000) - -	43,772 (38,291) 9,000 (900) - 170,000 323
	(50,389)	183,904
	(2,982)	2,907
	95,197 205,84	(20,547) 226,396
	$ 301,046	205,849

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World Known MFG (Cayman) Limited

2018 Business Report

I. Overview of business in 2018
(I) Performance of the business plan

The net amount of the Company’s revenue for 2018 is NT$1,097,619,000, or NT$283,993,000 more than 2017 (about 34.9%). The net profit after tax is NT$147,918,000, or NT$37,205,000 more than 2017 (about 33.6%). In 2018, the revenue grew in the major business locations, Fuzhou and Taiwan. The clients taking 3% of annual sales amount increased from six to eight; the percentage of the largest client in terms of sales amount, however, decreased from 39% to 37%. The sales amount of non-cast iron parts increased from 3% to 8%. Not only the overall sales amount achieved the goal, the operating guideline of expanding client base and balancing proportions of clients was conformed to. In addition, the domestic sales amount in China grew by 132% from 2017, which is a significant step for the Company’ marketing strategy to extend its market share in China.

(II) Analysis of incomes and profitability

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----- Start of picture text -----

Unit: Thousand NT$
Difference
2017 2018
%
Operating revenue 813,626 1,097,619 34.9
Operating margin 266,980 312,200 16.9
After-tax net profit 110,713 147,918 33.6
Return on assets 11.83% 13.53% 14.4
Return on shareholder’s equity 17.56% 22.29% 26.9
Operating profit 48.30% 55.66% 15.2
Ratio to the paid-in
Net profit
capital (%) 47.40% 64.19% 35.4
before tax
Net profit margin 13.61% 13.48% (0.9)
Earnings per share (NT$) 3.69 4.93 33.6
----- End of picture text -----

II. Summary of the 2019 Business Plan

Guidelines of operations

Actively expanding the client base for growing sales amount, and balancing proportions of clients
Promoting the devices connecting to the network and introducing monitoring to the ERP system operation platform for smart management.
Enhancing the improvement of processing technologies while perfecting management; enhancing the smoothness of logistic and production and increase production values and margins.
Promoting automated production process and automated measurement at the backend, to improve the production performance and ensure the processing quality.

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III. Strategies of Future Development

(I) Marketing strategies:
Consolidating the North America market, extending the market shares in China and Japan, while expanding Europe market.
Seeking expansion of supply opportunities from the existing clients, particularly the supply opportunities of non-casting iron parts.
Seeking the partnership with non-casting iron raw material supplier to obtain business opportunities together.
Monitoring the perspective clients in the automation related industries, and looking for the opportunities expanding to the automation industry.
Monitoring the development of electric vehicles, the trend of lightweight vehicles and the development of battery cooling system, while satisfying clients’ demands.
In the European markets, air disc brake (ADB) has the dominant market share. With the upgrade of safety regulations, the Chinese and US commercial vehicle makers who mainly apply drum brakes started to shift to ADB system gradually. It is expected that the ADB demands would grow rapidly in the next two years.
Monitoring the changes to energy-saving, carbon-reducing, and pollution prevention policies and expanding the development and supply of parts for the exhaust gas recirculation (EGR) .
(II) Production strategies:
Continuing to promote the joint development project for new products under industry-academic partnership, as well as application of patents; cooperation with external expert teams to enhance the Group’s industry 4.0 projects (device communication and information visualized management; automation of manufacturing management system); enhancing the automated production and measurement, to improve the production performance and ensure the processing quality.
Enhancement of supply chain management efficiency; flexible production that satisfies the needs of small-batch, multi-items by clients.
(III) Management strategies
Introducing professional talents; enhancing the Company’s performance management; deploying the Group’s ERP operation, for the purpose of strengthening the efficiency and production values, so that the overall performance increases as well.
To continuously introduce new blood, a cooperative education program established, to obtain students from the governmental platform and colleges. By accommodating the training classes in school, the system of rotating on-the-job training for different stages is established, to enhance the capabilities and wages of these students, as the future trainees.

Finally, we’d like to express our appreciations for the supports and encouragements from our shareholders. We thank you sincerely and wish you all the best and healthy.

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Chairman:

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Manager:

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Head of Accounting:

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Attachment 9

Independent Auditors’ Report

To the Board of Directors of World Known MFG (Cayman) Limited:

Opinion

We have audited the consolidated financial statements of World Known MFG (Cayman) Limited (the ”Company”) and its subsidiaries (the” Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

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

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Enforcement letter Financial Supervisory Securities Auditing 1090360805 and the auditing standards generally accepted in the Republic of China for year 2019; we conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China for year 2018. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Appropriateness of Revenue Recognition Timing

Please refer to Note 4(n) to the consolidated financial statements for accounting policy of revenue recognition, and Note 6(r) for explanation of revenue recognition.

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Description of key audit matter:

How the matter was addressed in our audit:

2. Inventory Valuation

Please refer to Note 4(h) to the consolidated financial statements for accounting policy of inventory; Note 5(b) for accounting estimations and assumptions of valuation of inventory, and Note 6(d) for explanation of valuation of inventory.

Description of key audit matter:

How the matter was addressed in our audit:

3. Accounts Receivable Valuation

Please refer to Note 4(g) to the consolidated financial statements for accounting policy of assessment of accounts receivable impairment; Note 5(a) to the consolidated financial statements for accounting estimations and assumptions of assessment of accounts receivable, and Note 6(b) to the consolidated financial statements for impairment of accounts receivable.

Description of key audit matter:

-45-

How the matter was addressed in our audit:

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible

for our audit opinion.

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Hsueh, Chen and Tsu-Hsin, Chang.

KPMG

Taipei, Taiwan (Republic of China) March 27, 2020

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

(Expressed in Thousands of New Taiwan Dollars , Except for E	arnings Per	Com	mon Share)
4000 Operating revenues(note 6(r)) 5000 Operating costs(note 6(d), (g), (n) and 7) 5900 Gross profit from operations 6000 Operating expenses(note 6(b), (g), (n), (s) and 7): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment loss determined in accordance with IFRS 9 6900 Net operating income 7000 Non-operating income and expenses(note 6(e), (m) and (t)): 7010 Other income 7020 Other gains and losses 7050 Finance costs 7900 Profit before income tax 7950 Income tax expenses(note 6(o)) Profit 8300 Other comprehensive income: 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8341 Exchange differences on translation of foreign financial statements 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income (loss) for the year, net of tax 8500 Total comprehensive income for the year Profit (loss) attributable to: 8610 Owners of parent 8620 Non-controlling interests Comprehensive income (loss) attributable to: 8710 Owners of parent 8720 Non-controlling interests Earnings per share(NT dollars)(note 6(q)) 9750 Basic earnings per share 9850 Diluted earnings per share	2019	% 100 74	2018	% 100 72
	Amount $ 1,035,899 768,598		Amount 1,097,619 785,419
	267,301	26	312,200	28
	48,122 88,205 19,697 269	4 9 2 -	36,086 79,379 25,460 4,298	5 7 2 1
	156,293	15	145,223	13
	111,008	11	166,977	15
	15,935 135 (1,591)	1 - -	14,437 12,332 (1,162)	1 1 -
	14,482	1	25,607	2
	125,490 32,419	12 3	192,584 44,666	17 4
	93,071	9	147,918	13
	(18,319) -	(2) -	21,256 -	2 -
	(18,319)	(2)	21,256	2
	(3,207) -	- -	(30,088) -	(3) -
	(3,207)	-	(30,088)	(3)
	(21,526)	(2)	(89,462)	(2)
	$ 71,545	7	139,086	12
	$ 92,821 250	9 -	147,924 (6)	13 -
	$ 93,071	9	147,918	13
	$ 71,511 34	7 -	139,084 2	12 -
	$ 71,545	7	139,086	12
	$	3.09		4.93
	$	3.09		4.92

-49-

									Total equity	609,041		(30,000)	(30,000)	147,918	(8,832)	139,086	718,127	718,127		(45,000)	(45,000)	93,071	(21,526)	71,545	744,672
								Non-controlling	interests	259		-	-	(6)	8	2	261	261		-	-	250	(216)	34	295
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)	World Known MFG (Cayman) Limited and subsidiaries	Consolidated Statements of Changes in Equity	For the years ended December 31, 2019 and 2018	(Expressed in Thousands of New Taiwan Dollars)	Equity attributable to owners of parent	Other equity interest	Exchange differences on Total equity	Capital translation of foreign attributable to	Stock Capital surplus Retained earnings financial statements owners of parent	$ 300,000 216,423 90,230 2,129 608,782		- - (30,000) - (30,000)	- - (30,000) - (30,000)	- - 147,924 - 147,924	- - - (8,840) (8,840)	- - 147,924 (8,840) 139,084	$ 300,000 216,423 208,154 (6,711) 717,866	$ 300,000 216,423 208,154 (6,711) 717,866		- - (45,000) - (45,000)	- - (45,000) - (45,000)	- - 92,821 - 92,821	- - - (21,310) (21,310)	- - 92,821 (21,310) 71,511	$ 300,000 216,423 255,975 (28,021) 744,377
										Balance at January 1, 2018	Appropriation and distribution of retained earnings:	Cash dividends of ordinary shares		Profit for the year	Other comprehensive income for the year	Total comprehensive income for the year	Balance at December 31, 2018	Balance at January 1, 2019	Appropriation and distribution of retained earnings:	Cash dividends of ordinary shares		Profit for the year	Other comprehensive income for the year	Total comprehensive income for the year	Balance at December 31, 2019

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit from continuing operations before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss Reversal of provision for bad debt expense Interest expense Interest income (Gain) Loss on disposal of property, plant and equipment Allowance for inventory valuation and obsolescence loss Impairment (reversal gain) Loss of non-financial asset Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Increase in notes receivable Decrease (increase) in accounts receivable Decrease in accounts receivable from related parties Decrease in other receivables Decrease in other receivable from related parties Decrease (increase) in inventories Decrease (increase) in prepayments Decrease in other current assets Total changes in operating assets Changes in operating liabilities: (Decrease) increase in current contract liabilities Decrease in notes payable Decrease in notes payable to related parties (Decrease) increase in accounts payable Decrease in accounts payable to related parties (Decrease) increase in other payables Increase in other payables due to related parties Increase (decrease) in other current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Proceeds from Held-to-maturity Financial Assets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease in other financial assets Increase in prepayments for equiptment Increase in refundable deposits Increase in non-currentassets Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Repayments of lease liabilities Cash dividends paid Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2019 $ 125,490	2018 192,584
	70,519 2,726 269 1,591 (1,145) (366) 6,688 (1,589)	60,454 1,384 4,298 1,162 (1,081) 577 4,216 1,246
	78,693	72,256
	(424) 46,320 2 8,976 76 19,216 4,037 2,257	(8,806) (32,952) 14,528 692 80 (40,499) (3,947) 2,780
	80,460	(68,124)
	(6,802) - - (66,603) (1,344) (6,069) 1,902 2,231	448 (830) (4,729) 28.468 (5,194) 27,823 257 (9,589)
	(76,685)	36,654
	3,775	(31,470)
	207,958 1,145 (1,573) (46,218)	233,370 1,081 (1,175) (28,606)
	161,312	204,670
	- (62,707) 738 (3,979) - - (1,477) (542)	9,133 (61,212) - (3,301) 366 (1,088) - -
	(67,967)	(56,102)
	85,000 (60,000) (5,148) - (5,731) (45,000)	10,000 (34,977) 8,900 (4,312) - (30,000)
	(30,879)	(50,389)
	(12,110)	(2,982)
	50,356 301,046	95,197 205,849
	$ 351,402	301,046

-51-

Attachment 10

World Known MFG (Cayman) Limited Earnings Distribution Table 2018

Unit: NT$

	Before amendment	After amendment
Beginning retained earnings	$60,229,887	$60,229,887
Add:Effect of net profit arising from 2017 financial statement restatement	3,671,604
Less: Adjustments of 2017 beginning balance of retained earnings arising from the group reorganization	(4,551,183)
Add:2018 net profit after tax	150,176,185	147,924,168
Distributable net profit	209,526,493	208,154,055
Distributable items:
Less:Dividend to shareholders-Cash(NT$1.5/per share)	(45,000,000)	(45,000,000)
Unappropriated retained earnings	$164,526,493	$163,154,055

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World Known MFG (Cayman) Limited Earnings Distribution Table

2019

Unit: NT$

Beginning retained earnings Add:2018 net profit after tax Less:10% legal reserve Less: special reserve was made out of shareholder's equity-other equity items. Distributable net profit Distributable items: Less:Dividend to shareholders-Cash(NT$3/per share) Unappropriated retained earnings	$163,154,055 92,821,053 (9,282,105) (28,021,667) 218,671,336 (101,697,000)
	$116,974,336

-53-

WORLD KNOWN MFG (CAYMAN) LIMITED 英屬開曼群島光隆精密股份有限公司 Comparison Table for MEMORANDUM OF ASSOCIATION 組織備忘錄修正對照表		因應本公司營運所需，爰修訂組織備忘錄第9 條之規定，提高本公司授權資本額度。
	Explanations 修正理由

		The share capital of the Company is NT$600,000,000divided into 60,000,000ordinary shares of a nominal or par value of NT$10 each with power for the Company, subject to the provisions of the Companies Law(2020 revision)and the Articles of Association, to redeem or purchase any of its shares and to sub-divide, increase or reduce the said capital and to issue any part of its capital, original, redeemed, increased or reduced, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be ordinary, preference or otherwise, shall be subject to the power hereinbefore contained. 本公司資本總額為新台幣600,000,000 元，分為普通股
	Proposed Amendments 修正條文草案

		The share capital of the Company isNT$400,000,000divided into40,000,000ordinary shares of a nominal or par value of NT$10 each with power for the Company, subject to the provisions of the Companies Law (as revised)and the Articles of Association, to redeem or purchase any of its shares and to sub-divide, increase or reduce the said capital and to issue any part of its capital, original, redeemed, increased or reduced, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be ordinary, preference or otherwise, shall be subject to the power hereinbefore contained. 本公司資本總額為新台幣400,000,000 元，分為普通股
	Current Provisions 現行條文

		第9條
	No. 條次

-54-


Explanations 修正理由

	60,000,000 股，每股面額新台幣10元，本公司得基於英屬開曼群島公司法（2020 年修訂版）及本章程之規定，贖回或買回任何股份，以及分拆、增加或減少資本額，並得於資本額內發行附有或未附有任何優先權或其他特別權利，或權利劣後、附條件或限制之普通股股份、可贖回股份、增資或減資股份。除發行條件經明確規定者外，不論發行普通股、優先股或其他類型之股份，均應依據前述規定之權限內為之。
Proposed Amendments 修正條文草案

	40,000,000 股，每股面額新台幣10元，本公司得基於英屬開曼群島公司法（修訂）及本章程之規定，贖回或買回任何股份，以及分拆、增加或減少資本額，並得於資本額內發行附有或未附有任何優先權或其他特別權利，或權利劣後、附條件或限制之普通股股份、可贖回股份、增資或減資股份。除發行條件經明確規定者外，不論發行普通股、優先股或其他類型之股份，均應依據前述規定之權限內為之。
Current Provisions 現行條文


No. 條次

-55-

WORLD KNOWN MFG (CAYMAN) LIMITED 英屬開曼群島光隆精密股份有限公司 Comparison Table for ARTICLES OF ASSOCIATION 章程修正對照表		為配合證券交易所於2019年 12月25日以臺證上第 1080023568 號公告修正「外國發行人註冊地國股東權益保護事項檢查表」（下稱「2019 年12 月25 日股東權益保護事項檢查表」）明確納入我國企業併購法相關規定，修改第 2條「上市（櫃）
	Explanations 修正理由

		(1) In these Articles the following terms shall have the meanings set opposite unless the context otherwise requires: (1) 除另有規範者外，本章程之用辭定義如下： Applicable Listing Rules the relevant laws, regulations, rules and codes as amended, from time to time, applicable as a result of the original and continued trading or listing of any shares on any Taiwan stock exchange or securities market, including, without limitation the relevant provisions of the Securities and Exchange Act of the R.O.C., the Company Act of the R.O.C., the Business Mergers And Acquisitions Act of the R.O.C.,the Act Governing Relations Between Peoples
	Proposed Amendments 修正條文草案

		(1) In these Articles the following terms shall have the meanings set opposite unless the context otherwise requires: (1) 除另有規範者外，本章程之用辭定義如下： Applicable Listing Rules the relevant laws, regulations, rules and codes as amended, from time to time, applicable as a result of the original and continued trading or listing of any shares on any Taiwan stock exchange or securities market, including, without limitation the relevant provisions of the Securities and Exchange Act of the R.O.C., the Company Act of the R.O.C., the Act Governing Relations Between Peoples of the Taiwan Area and the Mainland Area, and any similar laws,
	Current Provisions 現行條文

		第2條
	No. 條次

-56-

	規範」之範圍，另參酌經濟部經商字第 10802432410 號函，修正「法定盈餘公積」之定義；並酌予調整其他定義文字，以杜疑義。
Explanations 修正理由

	上市（櫃）規範 of the Taiwan Area and the Mainland Area, and any similar laws, statutes and the rules and regulations of the R.O.C. authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the TPEx and the TWSE (where applicable); 因股票在中華民國任何股票交易所或證券市場交易或掛牌而應適用之相關法律、條例、規則及準則暨其修訂版本，包括但不限於中華民國證券交易法、公司法、企業併購法、臺灣地區與大陸地區人民關係條例與其他類似法律、由中華民國主管機關依法制定之規章、規則及條例，以及金管會、櫃買中心與證交所頒布之規範（如適用）； Law the Companies Law(2020 revision)of the Cayman Islands and any amendment or other statutory modification thereof and every other act, order, regulation or other
Proposed Amendments 修正條文草案

	上市（櫃）規範 statutes and the rules and regulations of the R.O.C. authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the TPEx and the TWSE (where applicable); 因股票在中華民國任何股票交易所或證券市場交易或掛牌而應適用之相關法律、條例、規則及準則暨其修訂版本，包括但不限於中華民國證券交易法、公司法、臺灣地區與大陸地區人民關係條例與其他類似法律、由中華民國主管機關依法制定之規章、規則及條例，以及金管會、櫃買中心與證交所頒布之規範（如適用）； Law the Companies Law of the Cayman Islands and any amendment or other statutory modification thereof and every other act, order, regulation or other
Current Provisions 現行條文


No. 條次

-57-


Explanations 修正理由

	開曼法令 instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum and/or these Articles, and where in these Articles any provision of the Law is referred to, the reference is to that provision as modified by any law for the time being in force; 現行有效且適用於本公司之英屬開曼群島公司法（2020 年修訂版）暨其修訂或其他變更，與其他適用或影響於本公司、組織備忘錄及/或本章程法律、命令、法令或其他在英屬開曼群島具有法效性之文書（暨其修訂）；當本章程援引開曼法令之任何條文時，應為法律所修訂之現行條文； Statutory Reserve a reserve set aside in an amount equal to ten percent (10%) of the total amount of after-tax net profit for the period and
Proposed Amendments 修正條文草案

	開曼法令 instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum and/or these Articles, and where in these Articles any provision of the Law is referred to, the reference is to that provision as modified by any law for the time being in force; 現行有效且適用於本公司之英屬開曼群島公司法暨其修訂或其他變更，與其他適用或影響於本公司、組織備忘錄及/或本章程法律、命令、法令或其他在英屬開曼群島具有法效性之文書（暨其修訂）；當本章程援引開曼法令之任何條文時，應為法律所修訂之現行條文； Statutory Reserve a reserve set aside in an amount equal to ten percent (10%) of theannual profits ofthe Company under the Applicable
Current Provisions 現行條文


No. 條次

-58-

		為配合2019年 12月25日股東權益保護事項檢查表，增訂第 7條第2項與第 3項規定，後續各項條文依次遞延，並就本條第1項與第5項（原本條第3 項）條文酌作文字調整。
Explanations 修正理由

	法定盈餘公積 other items adjusted to the then- current year’s undistributed earnings other than after-tax net profit for the period as calculated bythe Company under the Applicable Listing Rules; 依據上市（櫃）規範自本公司當年度稅後淨利，加計當年度稅後淨利以外項目計入當年度未分配盈餘之數額提撥百分之十之盈餘公積；	(1) The Company shall issue Shares without printing share certificates, provided that the Register shall be conclusive evidence of the entitlement of a Person to Shares recorded against his/her/its name. During the Relevant Period, whenever the Company issues Shares, the Company shall, in compliance with the Law and the Applicable Listing Rules and subject to receipt of the subscription price from each subscriber,deliver or cause the Shareholder Service Agent to deliver Shares by advising TDCC to record the number of Shares against the name of each subscriber within thirty (30) days from the date such Shares may be delivered,. The Company shall make a public announcement
Proposed Amendments 修正條文草案

	法定盈餘公積 Listing Rules; 依據上市（櫃）規範自本公司當年度盈餘提撥百分之十之盈餘公積；	(1) The Company shall issue Shares without printing share certificates, provided that the Register shall be conclusive evidence of the entitlement of a Person to Shares recorded against his/her/its name. During the Relevant Period, whenever the Company issues Shares, the Company shall deliver or cause the Shareholder Service Agent to deliver Shares by advising TDCC to record the number of Shares against the name of each subscriber within thirty (30) days from the date such Shares may be delivered, pursuant to the Law. The Company shall make a public announcement in accordance with the Applicable Listing Rules prior to the delivery of such Shares.
Current Provisions 現行條文

		第7條
No. 條次

-59-


Explanations 修正理由

	in accordance with the Applicable Listing Rules prior to the delivery of such Shares. (1) 本公司發行股份時得不印製股票，惟股東名簿之記載應為任何人對於股份權利之絕對證據。在掛牌期間，本公司發行股份時，應依照開曼法令規定及上市（櫃）規範，在收訖認股人繳納股款之情形下，於開曼法令規定得交付股份之日起三十日內，自行或促使股務代理機構將股份以通知集保結算所登記之方式交付予認股人。本公司並應於股份交付前依上市（櫃）規範公告之。 (2) When the total number of Shares in every issuance has been subscribed to in full, the Company shall immediately request each of the subscribers for payment. Where the Company issues Shares at a premium, the amount in excess of par value shall be collected at the same time with the payment for Shares. Where a subscriber delays payment for Shares as mentioned above, the Company shall prescribe a period of not less than one (1) month and call upon each subscriber to pay up, declaring that in case of default of payment within that prescribed period the subscriber’s
Proposed Amendments 修正條文草案

	(1) 本公司發行股份時得不印製股票，惟股東名簿之記載應為任何人對於股份權利之絕對證據。在掛牌期間，本公司發行股份時，應於開曼法令規定得交付股份之日起三十日內，自行或促使股務代理機構將股份以通知集保結算所登記之方式交付予認股人。本公司並應於股份交付前依上市（櫃）規範公告之。
Current Provisions 現行條文


No. 條次

-60-


Explanations 修正理由

	right shall be forfeited. After the Company have made the aforesaid call, the subscribers who fail to pay accordingly shall forfeit their rights and the Shares subscribed to by them shall be otherwise sold. Under such circumstances, the Company may hold the subscriber liable for compensating the damage, if any, resulting from such default in payment. (2) 本公司於每次發行股份總數募足時，應即向各認股人催繳股款，以超過票面金額發行股票時，其溢額應與股款同時繳納。認股人延欠上開應繳之股款，經本公司定一個月以上之期限催告照繳，並聲明逾期不繳失其權利者，若認股人仍不照繳，即失其權利，其所認股份另行募集，且本公司如受有損害時，仍得向該認股人請求賠償。 (3) If the period prescribed by the Company for payment for Shares is longer than one (1) month, failure of a subscriber to effect the payment within the said period shall result in the forfeiture of his/her rights of subscription. The Paragraph (2) of this Article in connection with the calling for delayed payment for
Proposed Amendments 修正條文草案


Current Provisions 現行條文


No. 條次

-61-


Explanations 修正理由

	Shares shall not be applicable. (3) 本公司如訂立之股款繳納期限在一個月以上者，認股人逾期不繳納股款者，即喪失其權利，不適用前項對於催繳延欠股款之規定。 (5) The Company shall not issue any unpaid Shares or partial paid-up Shares to any Person.For the avoidance of doubt, a subscriber who fails to pay up the Shares pursuant to Paragraph (2) of this Article will not be considered a Member until the Shares to be subscribed are paid in full, and only if the Shares the subscriber subscribed have been paid in full may the subscriber's name be entered in the Register. (5) 本公司不得發行任何未繳納股款或僅繳納部分股款之股份。為避免疑義，未依本條第2 項之規定繳納股款之認股人，在未繳足其所認購股份之股款以前，不具有股東之身分，且唯有在認股人就其所認購之股份繳足股款後，其姓名始得被登記於股東名簿。
Proposed Amendments 修正條文草案

	(3) The Company shall not issue any unpaid Shares or partial paid-up Shares to any Person. (3) 本公司不得發行任何未繳納股款或僅繳納部分股款之股份。
Current Provisions 現行條文


No. 條次

-62-

	為配合第10條之修訂內容，酌予調整第8 條第a款之文字。
Explanations 修正理由

	(a) upon each issuance of new Shares, the Board may reserve not more than fifteen percent (15%) of the new Shares for subscription by the Employees pursuant to the Law and the Applicable Listing Rules; and (a) 發行新股時，董事會得依照開曼法令及上市（櫃）規範保留發行新股總數不超過百分之十五之股份由員工優先承購。
Proposed Amendments 修正條文草案

	upon each issuance of new Shares(other than resulting from or in connection with any Merger or Consolidation of the Company, Spin-off of the Company's business, any reorganisation of the Company, asset acquisition, share swap, exercise of share options or warrants granted to the Employees, conversion of convertible securities or debt instruments, exercise of subscription warrants or rights to acquire Shares vested with preferential or special rights, where the Company issues new Shares to the existing Members by capitalisation of its reserves in accordance with these Articles, Private Placement or other issuance of Shares for consideration other than cash), the Board may reserve not more than fifteen percent (15%) of the new Shares for subscription by the Employees pursuant to the Law and the Applicable Listing Rules; and (a) 發行新股時（關於合併、分割、重整、資產收購、股份交換、員工股份選擇權或認股權之行使、可轉換有價證券或公司債之轉換、具優先或特別取得股份權利之認購權或其他權利之行使或依本章程進行公積轉增資而發行新股予原股東、私募或非以現金增資發行新股者
Current Provisions 現行條文

	第8條
No. 條次

-63-

		為配合2019年 12月25日股東權益保護事項檢查表，增訂第 10 條第2 項及第3項之規定，原第10條本文則配合調整項次為第10條第 1項，並參照台灣公司法之規定，修正各款條文之內容。
Explanations 修正理由

		(1) Subparagraph (a) of Article 8 and Article 9shall not apply whenever the new Shares are issueddue tothe following reasons: (a) in connection with a Merger or a Consolidation of the Company or a Spin-off of the Company's business, or pursuant to any reorganisation of the Companysave as otherwise provided by these Articles; (b) in connection with meeting the Company’s obligation under Share subscription warrants and/or options granted to the Employees; (c) in connection with distribution of the Employees’ compensation; (d) in connection with meeting the Company’s obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares;
Proposed Amendments 修正條文草案

	除外），董事會得依照開曼法令及上市（櫃）規範保留發行新股總數不超過百分之十五之股份由員工優先承購。	The preceding Articleshall not apply whenever the new Shares are issued forthe following purpose: (a) in connection with a Merger or a Consolidation of the Company or a Spin-off of the Company's business, or pursuant to any reorganisation of the Company; (b) in connection with meeting the Company’s obligation under Share subscription warrants and/or options granted to the Employees; (c) in connection with meeting the Company’s obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares; (d) in connection with meeting the Company’s obligation under share subscription warrant or Preferred Shares vested with rights to acquire Shares;
Current Provisions 現行條文

		第10條
No. 條次

-64-


Explanations 修正理由

	(e) in connection with meeting the Company’s obligation under share subscription warrant or Preferred Shares vested with rights to acquire Shares; or (f) in connection with issuance of new Shares to the existing Members by capitalisation of the Company’s reserves in accordance with these Articles. (1) 第8 條第a 款與第9 條規定於本公司因下列事由發行新股者，不適用之： (a) 除本章程另有規定外，與因合併他公司、分割或重整有關者； (b) 與履行員工認股權憑證或選擇權之義務有關者； (c) 與分派員工酬勞有關者； (d) 與履行可轉換公司債或附認股權公司債之義務有關者； (e) 與履行認股權憑證或附認股權特別股之義務有關者；或 (f) 依本章程進行公積轉增資而發行新股予原股東者。
Proposed Amendments 修正條文草案

	(e) in connection with any share swap arrangement entered into by the Company, or (f) in connection with any Private Placement conducted pursuant to Article 13; or (g) in connection with any other event otherwise prohibited, limited, restricted or exempted to so apply pursuant to the Law and/or the Applicable Listing Rules. 前條規定於本公司因下列情形發行新股者，不適用之： (a) 與合併、分割或重整有關者； (b) 與履行員工認股權憑證或選擇權之義務有關者； (c) 與履行可轉換公司債或附認股權公司債之義務有關者； (d) 與履行認股權憑證或附認股權特別股之義務有關者； (e) 與股份交換有關者； (f) 與第13 條私募規定有關者；或 (g) 與開曼法令及（或）上市（櫃）規範所定之其他禁止、限制或除外情事有關者。
Current Provisions 現行條文


No. 條次

-65-


Explanations 修正理由

	(2) Article 8 and Article 9 shall not apply to any of the following circumstances; (a) the Company, as the surviving company, issues new Shares for a Merger, or the Company issues new shares for the Merger between its subsidiary and other companies; (b) all new Shares are issued as consideration for being acquired by the other company with the intention of takeover; (c) all new Shares are issued as consideration for the acquisition of issued shares, business, or assets of other companies; (d) new Shares are issued for the share exchange entered into by the Company; (e) new Shares are issued for a Spin-off effected by the transferor company; (f) new Shares are issued in connection with any Private Placement conducted pursuant to Article 13; or (g) new Shares are issued in connection with any other event otherwise prohibited, limited, restricted or exempted to so apply pursuant to the Law and/or the Applicable Listing Rules.
Proposed Amendments 修正條文草案


Current Provisions 現行條文


No. 條次

-66-


Explanations 修正理由

	(2) 第8 條與第9 條規定於本公司有下列情形之一者，不適用之： (a) 存續公司為合併而發行新股，或本公司為子公司與他公司之合併而發行新股者； (b) 為利進行併購之意願，發行新股全數用於被收購者； (c) 發行新股全數用於收購他公司已發行之股份、營業或財產者； (d) 因進行股份轉換而發行新股者； (e) 因受讓分割而發行新股者； (f) 因本章程第13 條規定之私募而發行新股者；或 (g) 與開曼法令及（或）上市（櫃）規範所定之其他禁止、限制或除外情事有關者。 (3) New Shares issued for any of the circumstances in the preceding Paragraph may be paid up in cash or assets as required for the business of the Company. (3) 本公司因前項所列事由而發行之新股，得以現金或公司事業所需之財產為出資。
Proposed Amendments 修正條文草案


Current Provisions 現行條文


No. 條次

-67-

	為杜疑義，酌予調整條文用語。	為杜疑義，酌予調整條文用語。
Explanations 修正理由

	(1) Any one or more Member(s) may, by depositing the requisition notice specifying the proposals to be resolved and the reasonsthereof, request the Board to convene an extraordinary general meeting, provided that such Member or Members continuously holds at least three percent (3%) of the issued Shares of the Company as at the date of deposit of the requisition notice for a period of at least one year immediately prior to that date. If the Board does not give notice to Members to convene such meeting within fifteen (15) days after the date of the requisition notice, the proposing Member(s) may convene a general meeting. (1) 繼續一年以上，持有已發行股份總數百分之三以上股份之股東，得以書面載明召集事由及其理由，請求董事會召集股東臨時會。董事會收受該請求後十五日內不為股東會召集之通知時，該請求之股東得自行召集股東會。	The following matters shall not be considered, discussed or proposed for approval at a general meeting unless they are specified in the notice of general meeting with the description of their major contents; the major contents may be posted on the
Proposed Amendments 修正條文草案

	(1) Any one or more Member(s) holding at least three percent (3%) of the total issued Shares of the Company for a period of one year or a longer timemay, by depositing the requisition notice specifying the proposals to be resolved and the reasons, request the Board to convene an extraordinary general meeting. If the Board does not give notice to Members to convene such meeting within fifteen (15) days after the date of the requisition notice, the proposing Member(s) may convene a general meeting. (1) 繼續一年以上，持有已發行股份總數百分之三以上股份之股東，得以書面載明召集事由及其理由，請求董事會召集股東臨時會。董事會收受該請求後十五日內不為股東會召集之通知時，該請求之股東得自行召集股東會。	The following matters shall not be considered, discussed or proposed for approval at a general meeting unless they are specified in the notice of general meeting with the description of their major contents; the major contents may be posted on the
Current Provisions 現行條文

	第32條	第36條
No. 條次

-68-

		為杜疑義，酌予調整條文用語。
Explanations 修正理由

	website designated by the R.O.C. competent authorities or the Company, and such website shall be indicated in the notice: 下列事項，非在股東會召集事由中列舉，並説明其主要內容，不得在股東會中審議、討論或提付表決；其主要內容得置於中華民國證券主管機關或本公司指定之網站，並應將其網址載明於召集通知： (e) any dissolution, voluntary winding-up, Merger, share exchange, Consolidation or Spin-off of the Company; (e) 解散、自願清算、合併、股份轉換或分割；	(4) The Board shall include a proposal submitted by Member(s) unless: (b) the number of Shares held by the proposing Member(s) is less than one percent (1%) of the total issued Shares in the Register upon commencement of theBook Closure Periodbefore the relevant annual general meeting of the Company;
Proposed Amendments 修正條文草案

	website designated by the R.O.C. competent authorities or the Company, and such website shall be indicated in the notice: 下列事項，非在股東會召集事由中列舉，並説明其主要內容，不得在股東會中審議、討論或提付表決；其主要內容得置於中華民國證券主管機關或本公司指定之網站，並應將其網址載明於召集通知： (e) any dissolution, voluntary winding-up, Merger, share swap, Consolidation or Spin-off of the Company; (e) 解散、自願清算、合併、股份轉換或分割；	(4) The Board shall include a proposal submitted by Member(s) unless: (b) the number of Shares held by the proposing Member(s) is less than one percent (1%) of the total issued Shares in the Register upon commencement of the period in which the Register is closed for transfersbefore the relevant annual general meeting of the Company;
Current Provisions 現行條文

		第40條
No. 條次

-69-

		為配合2019年 12月25日股東權益保護事項檢查表，增訂第 46 條第1 項第 f款之規定，後續各款條文依次遞延；並就第 46 條第2 項之文字酌作修正。
Explanations 修正理由

	(4) 除有下列情事之一者外，股東所提議案，董事會應予列入： (b) 提案股東於本公司股票停止過戶期間開始時，持股未達百分之一者；	(1) Subject to the Law and the Applicable Listing Rules, the Company may by a Special Resolution: (1) 除開曼法令或上市（櫃）規範另有規定外，下列事項應經股東會之特別決議為之： (f) enter into any share exchange; (f) 股份轉換； (2) Notwithstanding anything contained in these Articles, unless otherwise provided by the Law and the Applicable Listing Rules, in case the Company is dissolved after participating in the merger/consolidation or the Company is delisted from the TPEx or TWSE due to the general transfer (or the assignment of all rights and delegation of all duties of the
Proposed Amendments 修正條文草案

	(4) 除有下列情事之一者外，股東所提議案，董事會應予列入： (b) 提案股東於本公司股票停止過戶期間開始時，持股未達百分之一者；	(1) Subject to the Law and the Applicable Listing Rules, the Company may by a Special Resolution: (1) 除開曼法令或上市（櫃）規範另有規定外，下列事項應經股東會之特別決議為之：新增第1項第f款。 (2) Notwithstanding anything contained in these Articles, unless otherwise provided by the Law and the Applicable Listing Rules, in case the Company is dissolved after participating in the merger/consolidation or the Company is delisted from the TPEx or TWSE due to the general transfer (or the assignment of all rights and delegation of all duties of the
Current Provisions 現行條文

		第46條
No. 條次

-70-

		為杜疑義，酌予調整第48條第 1項文字。另為配合2019年12 月25日股東權益保護事項檢查表，修訂第
Explanations 修正理由

	Company), the transfer of business or assets of the Company, any shareexchangeor any Spin-off entered into or carried out by the Company while the surviving, transferee, existing or newly incorporated company is not a listed company (including TWSE/TPEx listed company), any such action aforementioned shall be approved by the affirmative vote of at least two-thirds (2/3) of the total votes cast by the Members of the Company. (2) 儘管本章程有所規範，除開曼法令或上市（櫃）規範另有規定外，本公司參與合併後消滅，或本公司概括讓與（或轉讓本公司所有權利與義務）、讓與本公司之營業或財產、股份轉換或分割而致終止上市（櫃），且存續、既存、新設或受讓之公司非屬上市（櫃）公司（包括證交所/櫃買中心之上市（櫃）公司）者，應經本公司全部已發行股份總數三分之二以上股東之同意行之。	(1) Subject to the compliance withthe Law, in the event any of the resolutions with respect to the matter(s) as set out in Subparagraph(a), (b) or (c) of Paragraph (1)of Article 46 is adopted at a general meeting, a Member who has notified the Company in writing of his objection to such proposal prior to that meeting and subsequently raised his objection
Proposed Amendments 修正條文草案

	Company), the transfer of business or assets of the Company, any shareswap arrangementor any Spin-off entered into or carried out by the Company while the surviving, transferee, existing or newly incorporated company is not a listed company (including TWSE/TPEx listed company), any such action aforementioned shall be approved by the affirmative vote of at least two-thirds (2/3) of the total votes cast by the Members of the Company. (2) 儘管本章程有所規範，除開曼法令或上市（櫃）規範另有規定外，本公司參與合併後消滅，或本公司概括讓與（或轉讓本公司所有權利與義務）、讓與本公司之營業或財產、股份轉換或分割而致終止上市（櫃），且存續、既存、新設或受讓之公司非屬上市公司（包括證交所/櫃買中心之上市（櫃）公司）者，應經本公司全部已發行股份總數三分之二以上股東之同意行之。	(1) Subject to the Law, in the event any of the resolutions with respect to the matter(s) as set out inParagraphs(a), (b) or (c) of Article 46 is adopted at a general meeting, a Member who has notified the Company in writing of his objection to such proposal prior to that meeting and subsequently raised his objection at the meeting may request the Company to
Current Provisions 現行條文

		第48條
No. 條次

-71-

	48 條第2 項及第3項，並增訂第48條第4項。復因應本條之修訂，並依據英屬開曼群島公司法規定，增訂第48條第5項，以明確載示股東依本公司註冊地國公司法令規定下之異議股東股份收買請求權，不受本條規定之限制或禁止，俾保障股東權益。
Explanations 修正理由

	at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price; provided, however, that no Member shall have the abovementioned appraisal right if the resolution to be adopted is in relation to the matter(s) set out in Subparagraph(b) of Paragraph (1) ofArticle 46 and at the same meeting the resolution for the winding up of the Company is also adopted. (1) 在不違反開曼法令規定之情形下，股東在股東會通過關於第46 條第1 項第a、b或c款所定事項之決議前，已以書面通知本公司其反對該項行為之表示，且嗣後於股東會已為反對者，得請求本公司按當時公平價格收買其所有之股份；但股東會為第46 條第1 項第b款之決議，同時決議解散時，不在此限。 (2) Subject to the compliance with the Law, inthe event that the Company resolves to carry outany Spin-Off, Consolidation, Merger, acquisition or share exchange (collectively, the "Merger and Acquisition"), a Member expressing his dissent in accordance with the Applicable Listing Rulesmay request the Company to purchase all of his Shares at the then prevailing fair price.
Proposed Amendments 修正條文草案

	purchase all of his Shares at the then prevailing fair price; provided, however, that no Member shall have the abovementioned appraisal right if the resolution to be adopted is in relation to the matter(s) set out inParagraph (b) of Article 46 and at the same meeting the resolution for the winding up of the Company is also adopted. (1) 除開曼法令另有規定者外，股東在股東會通過關於第46 條第（a）、（b）或（c）款所定事項之決議前，已以書面通知本公司反對該項行為之意思表示，並於股東會已為反對者，得請求本公司以當時公平價格收買其所有之股份；但股東會為第46條第（b）款之決議，同時決議解散時，不在此限。 (2) Inthe eventany part of the Company’s business is involved inany Spin-Off,Merger orConsolidation, a Member, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing or orally with an entry to that effect in the minutes of the meeting before the relevant vote, may request the Company to purchase all
Current Provisions 現行條文


No. 條次

-72-


Explanations 修正理由

	(2) 在不違反開曼法令規定之情形下，股東會決議本公司進行分割、新設合併/吸收合併、收購或股份轉換（下合稱「併購事項」）時，依上市（櫃）規範之規定表示異議之股東得請求本公司按當時公平價格收買其持有之股份。 (3) Without prejudice to the Law, in the event the Company and a Member making a request pursuant to Paragraphs (2) of this Article fail to reachanagreement on the purchase price within sixty (60) days following the date of the resolution, theCompany shall, within thirty (30) days after such sixty (60) days period, file a petitionagainst all Members who fail to reach such an agreement (collectively, the "Dissenting Members") withthe R.O.C. Courts for a ruling on the appraisal price, and may designate Taiwan Taipei District Court of the R.O.C. as the court of first instance.
Proposed Amendments 修正條文草案

	of his Shares at the then prevailing fair pricein accordance with the Law. (2) 股東會決議本公司分割或與他公司新設合併/吸收合併時，股東在該議案表決前以書面表示異議，或以口頭表示異議經紀錄，，並就該議案放棄其表決權者，得請求本公司依開曼法令按當時公平價格收買其持有之股份。 (3) Without prejudice to the Law, in the event the Company and a Member making a request pursuant to Paragraphs(1) or (2) of this Article fail to reach agreement on the purchase price within sixty (60) days following the date of the resolution, theMember may, within thirty (30) days after such sixty (60) days period, file a petitiontothe R.O.C. Courts if and to the extent permitted under the Law, for a ruling on the appraisal price.However, for the purpose of protecting rights of the dissenting Member, the Company may elect to act in accordance with the laws of place where the securities of the Company are registered or listed.
Current Provisions 現行條文


No. 條次

-73-


Explanations 修正理由

	(3) 在不違反開曼法令規定之情形下，依本條第2 項行使股份收買請求權之股東，與本公司在股東會決議日起六十日內未達成協議者，本公司應於此期間經過後三十日內，以全體未達成協議之股東為相對人，向中華民國法院聲請為價格之裁定，並得以臺灣臺北地方法院為第一審管轄法院。 (4) Without prejudice to the Law, a Member making a request pursuant to Paragraphs (1) or (2) of this Article shall make such request in writing within twenty(20) days after the date of the general meeting adopting resolutions with respect to the matter(s) as set out in Subparagraph(a), (b) or (c) of Paragraph (1) of Article 46 or the Merger and Acquisition, and specify the repurchase price. If the Member and the Company reach an agreement on the repurchase price, the Company shall pay for the Shares to be repurchased within ninety (90) days after the date of the general meeting adopting such resolutions. In case no agreement is reached, the Company shall pay the fair repurchase price determined at its discretion to the Dissenting Members with whom the Company fail to reach an agreement within ninety
Proposed Amendments 修正條文草案

	(3) 在不違反開曼法令規定之情形下，依前二項行使股份收買請求權之股東，與公司在股東會決議日起六十日內未達成協議者，得在此期間經過後三十日內，在開曼法令允許之範圍內，向中華民國法院聲請為價格之裁定。惟本公司亦得為保障異議股東之權益而依據掛牌地國法令辦理。
Current Provisions 現行條文


No. 條次

-74-


Explanations 修正理由

	(90) days after the date of the general meeting adopting such resolutions. If the Company fails to pay the price, it shall be considered to have accepted the repurchase price proposed by such Dissenting Members. (4) 在不違反開曼法令規定之情形下，依本條第1 項及第2 項行使股份收買請求權之股東，應於股東會決議日起二十日內以書面提出，並列明請求收買價格。股東與本公司就收買價格達成協議者，本公司應自股東會決議日起九十日內支付價款。若股東與本公司未達成協議者，本公司應自決議日起九十日內，依其所認為之公平價格支付價款予未達成協議之股東；本公司未支付者，視為同意股東請求收買之價格。 (5) Notwithstanding Paragraphs(2), (3) and (4) of this Article, nothing under this Article shall restrict or prohibit a Member from exercising his right under section 238 of the Companies Law (2020 Revision) of the Cayman Islands and any amendment or other statutory modification thereof to payment of the fair value of his shares upon dissenting from a Consolidation or Merger.
Proposed Amendments 修正條文草案


Current Provisions 現行條文


No. 條次

-75-

		為配合2019年 12月25日股東權益保護事項檢查表，修訂第 73條第1項。
Explanations 修正理由

	(5) 儘管有本條第2 項至第4 項之規定，就本公司進行新設合併/吸收合併表示異議之股東，仍得依照英屬開曼群島公司法（2020 年修訂版）第238 條行使請求本公司按公平價格收買其持有股份之權利，不受本條規定之限制或禁止。	(1) Without prejudice to the duties owed by a Director to the Company under common law of the Cayman Islands and subject to the Law, the Directors shall assume fiduciary duties to the Company and without limitation, the due care of a good administrator, exercise due care and skilland act in the best interest of the Companyin conducting the business operation of the Company, including matters in connection with Spin-off, Consolidation, Merger, or acquisition of the Company. A Director may be liable to the Company if he acts contrary to his duties. In circumstances where a Director breaches any of such duties and acts for his/her or other Person’s interest, the Company may, with the sanction of an Ordinary Resolution, take all such actions and steps as may be appropriate and to the maximum extent legally permissible to seek to recover any
Proposed Amendments 修正條文草案

		(1) Without prejudice to the duties owed by a Director to the Company under common law of the Cayman Islands and subject to the Law, the Directors shall assume fiduciary duties to the Company and without limitation, the due care of a good administrator,andexercise due care and skill in conducting the business operation of the Company. A Director may be liable to the Company if he acts contrary to his duties. In circumstances where a Director breaches any of such duties and acts for his/her or other Person’s interest, the Company may, with the sanction of an Ordinary Resolution, take all such actions and steps as may be appropriate and to the maximum extent legally permissible to seek to recover any and all earnings derived from such act as if such misconduct is done for the benefit of the Company.
Current Provisions 現行條文

		第 73 條
No. 條次

-76-

		為配合2019年 12月25日股東權益保護事項檢查表，增訂第 79 條第2 項。原第79條內容則拆分為前、後段，並將前、後段分別調整為第79條第1項及第3項。
Explanations 修正理由

	and all earnings derived from such act as if such misconduct is done for the benefit of the Company. (1) 在不影響董事依據英屬開曼群島普通法對本公司所負義務之情況下，除開曼法令另有規定外，董事應對本公司負忠實義務，且不限於善良管理人之注意義務，並應以合理之注意、技能，及為公司之最大利益執行本公司業務（包括處理本公司進行分割、新設合併`/`吸收合併、收購等事宜）。董事如有違反其義務者，應對本公司負擔賠償責任；若該董事違反其義務且係為自己或他人利益為行為時，經股東會普通決議，本公司得在法律允許之最大範圍內，為一切適當行為，以將該行為之所得歸為本公司之所得。	(2) If the Board fails to comply with the Applicable Listing Rules, these Articles and any resolutions passed in a general meeting in dealing with matters in connection with Spin-off, Consolidation, Merger, or acquisition of the Company, as a result of which the Company suffers damages, any Director involved in decision-making related thereto shall be liable to the Company in respect of the damages suffered by the Company. However, a Director may be exempted from the liability if the minutes
Proposed Amendments 修正條文草案

	(1) 在不影響董事依據英屬開曼群島普通法對本公司所負義務之情況下，除開曼法令另有規定外，董事應對本公司負忠實義務，且不限於善良管理人之注意義務，並應以合理之注意及技能執行本公司業務。董事如有違反其義務者，應對本公司負擔賠償責任；若該董事違反其義務且係為自己或他人利益為行為時，經股東會普通決議，本公司得在法律允許之最大範圍內，為一切適當行為，以將該行為之所得歸為本公司之所得。	新增第2項。
Current Provisions 現行條文

		第79條
No. 條次

-77-

		為配合2019年 12月25日股東權益保護事項檢查表，增訂第 82.3條。
Explanations 修正理由

	of the Board meeting or written statement demonstrates such Director’s dissent. (2) 董事會違反上市（櫃）規範、本章程或股東會決議進行分割、新設合併/吸收合併、收購等事宜，致本公司受有損害時，參與決議之董事，對本公司應負賠償之責。但經表示異議之董事，有紀錄或書面聲明可證者，免其責任。	(1) During the Relevant Period, prior to any resolution of the Merger and Acquisition by the Board, the audit committee of the Company shall review the fairness and reasonableness of the plan and transaction of the Merger and Acquisition, and then submit review results to the Board and the general meeting of the Company. However, the audit committee of the Company may elect not to submit the aforesaid review results to the Members at a general meeting if the Law provides that the Merger and Acquisition to be resolved requires no approval by the Members.
Proposed Amendments 修正條文草案

		本條新增。
Current Provisions 現行條文

		第82.3 條
No. 條次

-78-


Explanations 修正理由

	(1) 於掛牌期間，本公司董事會決議併購事項前，應由審計委員會就併購事項計畫與交易之公平性、合理性進行審議，並將審議結果提報董事會及股東會。但依開曼法令規定無須召開股東會決議者，得不提報股東會。 (2) When reviewing the abovementioned matters, the audit committee of the Company shall seek opinions from an independent expert on the reasonableness of the share exchange ratio or the distribution of cash or other assets. (2) 審計委員會進行前項之審議時，應委請獨立專家就換股比例或配發股東之現金或其他財產之合理性提供意見。 (3) The Company shall send the review results of the audit committee of the Company and opinions of independent experts to all Members together with the notice of general meeting in which the Merger and Acquisition is to be resolved. However, the Company shall report the Merger and Acquisition to the Members at the most recent general meeting if the Law provides that the Merger and Acquisition to be resolved requires no approval by the Members.
Proposed Amendments 修正條文草案


Current Provisions 現行條文


No. 條次

-79-

		為杜疑義，酌予調整條文用語。
Explanations 修正理由

	(3) 審計委員會之審議結果及獨立專家之意見，應於發送決議併購事項之股東會召集通知時，一併發送予股東；但依開曼法令規定無須召開股東會決議者，應於最近一次股東會就併購事項提出報告。 (4) If the Company posted the aforesaid review results and opinions of independent experts on a website designated by the R.O.C. competent authorities and arranged for the same documents to be made available at the venue of the general meeting of the Company for inspection by Members, those documents shall be deemed as having been sent to all Members. (4) 前項審議結果及獨立專家之意見，經本公司於中華民國證券主管機關指定之網站公告同一內容，且備置於股東會會場供股東查閱者，對於股東視為已發送。	(1) During the Relevant Period, a person who is under any of the following circumstances shall not act as a Director of the Company; if he has already held office of a Director, he shall cease to act as a Director and be removed from the position of Director automatically:
Proposed Amendments 修正條文草案

		(1) During the Relevant Period, a person who is under any of the following circumstances shall not act as a Director of the Company; if he has already held office of a Director, he shall cease to act as a Director and be removed from the position of Director automatically:
Current Provisions 現行條文

		第83條
No. 條次

-80-


Explanations 修正理由

	(1) 於掛牌期間，有下列情事之一者不得擔任董事，其已擔任者，當然解任： (a) commits a felony (including but not limiting to an offence under Statute for Prevention of Organizational Crimes of the R.O.C.) and has been convicted thereof, and either (i) hehas not started serving the sentence,(ii) hehas not completed serving the sentence, or(iii)the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than five (5) years; (a) 曾犯重罪（包括但不限於中華民國組織犯罪防制條例之罪），經有罪判決確定，且(i)尚未執行、(ii)尚未執行完畢，或(iii)執行完畢、緩刑期滿或赦免後未逾五年者； (b) has been imposed a final sentence involving imprisonment for a term of more than one year for commitment of fraud, breach of trust or misappropriation, andeither (i) hehas not started serving the sentence, (ii) hehas not completed serving the sentence, or(iii)the time elapsed after
Proposed Amendments 修正條文草案

	(1) 於掛牌期間，有下列情事之一者不得擔任董事，其已擔任者，當然解任： (a) commits a felony (including but not limiting to an offence under Statute for Prevention of Organizational Crimes of the R.O.C.) and has been convicted thereof, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than five (5) years; (a) 曾犯重罪（包括但不限於中華民國組織犯罪防制條例之罪），經有罪判決確定，尚未執行、尚未執行完畢，或執行完畢、緩刑期滿或赦免後未逾五年者； (b) has been imposed a final sentence involving imprisonment for a term of more than one year for commitment of fraud, breach of trust or misappropriation, and has not started serving the sentence, has not completed serving the sentence, orthe time elapsed after completion of serving
Current Provisions 現行條文


No. 條次

-81-


Explanations 修正理由

	completion of serving the sentence, expiration of the probation, or pardon is less than two (2) years; (b) 曾犯詐欺、背信、侵占罪經宣告有期徒刑一年以上之刑確定，且(i)尚未執行、(ii)尚未執行完畢，或(iii)執行完畢、緩刑期滿或赦免後未逾二年者； (c) has been imposed a final sentence due to violation of the Anti-corruption Act, andeither (i) hehas not started serving the sentence, (ii) hehas not completed serving the sentence, or(iii)the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two (2) years; (c) 曾犯貪污治罪條例之罪，經判決有罪確定，且(i)尚未執行、(ii)尚未執行完畢，或(iii)執行完畢、緩刑期滿或赦免後未逾二年者； (3) During the Relevant Period, if a Director (other than Independent Director), (a) after having been elected and before his inauguration of the office of a Director, has transferred some or all his Shares held by him such that the
Proposed Amendments 修正條文草案

	the sentence, expiration of the probation, or pardon is less than two (2) years; (b) 曾犯詐欺、背信、侵占罪經宣告有期徒刑一年以上之刑確定，尚未執行、尚未執行完畢，或執行完畢、緩刑期滿或赦免後未逾二年者； (c) has been imposed a final sentence due to violation of the Anti-corruption Act, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two (2) years; (c) 曾犯貪污治罪條例之罪，經判決有罪確定，尚未執行、尚未執行完畢，或執行完畢、緩刑期滿或赦免後未逾二年者； (3) During the Relevant Period, if a Director (other than Independent Director), (i) after having been elected and before his inauguration of the office of a Director, has transferred some or all his Shares held by him such that the
Current Provisions 現行條文


No. 條次

-82-

		為配合2019年 12月25日股東權益保護事項檢查表，修訂第 91條。
Explanations 修正理由

	remaining Shares are less than one half of the Shares held by such Director at the time of his election or,(b) within the Book Closure Period fixedby the Board in accordance with Paragraph (2) of Article 28prior to the general meeting for the election of such Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held at the commencement of the Book Closure Period, his election as a Director shall be deemed invalid and void. (3) 於掛牌期間，如董事（不含獨立董事）(a)於當選後、就任前轉讓全部或部份股份致其剩餘股份少於選任當時所持有公司股份數額之二分之一，或(b)於董事會依照本章程第28 條第2 項所訂股東會召開前之股票停止過戶期間內，轉讓全部或部份股份致其剩餘股份少於其於股票停止過戶期間起始日當時所持有公司股份之二分之一時，該董事之當選應失其效力。	A Director who is in any way, whether directly or indirectly, interested in a matter discussed, considered or proposed in a meeting of the Board shall declare the nature of his interest and its essential contents at such relevant meeting.When the Company conducts any Spin-Off, Consolidation, Merger, or
Proposed Amendments 修正條文草案

	remaining Shares are less than one half of the Shares held by such Director at the time of his election or,(ii) within the Book Closure Period fixed prior to the general meeting for the election of such Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held at the commencement of the Book Closure Period, his election as a Director shall be deemed invalid and void. (3) 於掛牌期間，如董事（不含獨立董事）(a)於當選後、就任前轉讓全部或部份股份致其剩餘股份少於選任當時所持有公司股份數額之二分之一，或(b)於股東會召開前之股票停止過戶期間內，轉讓全部或部份股份致其剩餘股份少於其於股票停止過戶期間起始日當時所持有公司股份之二分之一時，該董事之當選應失其效力。	A Director who is in any way, whether directly or indirectly, interested in a matter discussed, considered or proposed in a meeting of the Board shall declare the nature of his interest and its essential contents at such relevant meeting. Where the spouse, a blood relative within the second degree of kinship of a Director
Current Provisions 現行條文

		第91條
No. 條次

-83-


Explanations 修正理由

	acquisition, a Director who bears any interest in the transaction shall explain the essential contents of such personal interest and the reason of approval or disapproval of the resolution in connection with the transaction in a meeting of the Board and the general meeting of the Company.Where the spouse, a blood relative within the second degree of kinship of a Director as defined under the Civil Code of Taiwan, or any company which has a controlling or subordinate relation with a Director bear any interest in the matter under discussion at a Board meeting, such Director shall be deemed to bear a personal interest in the matter. Any Director who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a meeting of Board shall abstain from voting, on his own behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Director(s) shall not be counted in determining the number of votes for or against such matter. 事就董事會議之事項，具有直接或間接利害關係時，應於董事會中揭露其自身利害關係之重要內容；於本公司進行分割、新設合併/吸收合併、收購時，董事應於董事會及股東
Proposed Amendments 修正條文草案

	as defined under the Civil Code of Taiwan, or any company which has a controlling or subordinate relation with a Director bear any interest in the matter under discussion at a Board meeting, such Director shall be deemed to bear a personal interest in the matter. Any Director who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a meeting of Board shall abstain from voting, on his own behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Director(s) shall not be counted in determining the number of votes for or against such matter. 董事就董事會議之事項，具有直接或間接利害關係時，應於董事會中揭露其自身利害關係之重要內容。董事之配偶、依中華民國民法定義之二親等內血親，或與董事具有控制從屬
Current Provisions 現行條文


No. 條次

-84-

		為杜疑義，酌予調整條文用語。
Explanations 修正理由

	會說明其與該交易自身利害關係之重要內容及贊成或反對該交易決議之理由。董事之配偶、依中華民國民法定義之二親等內血親，或與董事具有控制從屬關係之公司，就董事會議之事項有利害關係者，視為董事就該事項有自身利害關係。董事對於董事會之事項，有自身利害關係致有害於公司利益之虞時，不得加入表決，並不得代理他董事行使其表決權。該不得行使表決權之董事，其表決權不算入已出席董事之表決權數。	(3) During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles and except as otherwise provided by the rights attaching to any Shares, where the Company still has annual net profit for the year, after paying all relevant taxes, offsetting losses (including losses of previous years and adjusted undistributed profits, if any), setting aside the Statutory Reserve of the remaining profits in accordance with the Applicable Listing Rules (provided that the setting aside of the Statutory Reserve does not apply if the aggregate amount of the Statutory Reserve amounts to the Company’s total paid-incapital), and setting aside the Special Reserve (if any), the Company may distribute not less than ten percent (10%) of the remaining balance (including the amounts reversed from the Special
Proposed Amendments 修正條文草案

	關係之公司，就董事會議之事項有利害關係者，視為董事就該事項有自身利害關係。董事對於董事會之事項，有自身利害關係致有害於公司利益之虞時，不得加入表決，並不得代理他董事行使其表決權。該不得行使表決權之董事，其表決權不算入已出席董事之表決權數。	(3) During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles and except as otherwise provided by the rights attaching to any Shares, where the Company still has annual net profit for the year, after paying all relevant taxes, offsetting losses (including losses of previous years and adjusted undistributed profits, if any), setting aside the Statutory Reserve of the remaining profits in accordance with the Applicable Listing Rules (provided that the setting aside of the Statutory Reserve does not apply if the aggregate amount of the Statutory Reserve amounts to the Company’s totalissuedcapital), and setting aside the Special Reserve (if any), the Company may distribute not less than ten percent (10%) of the remaining balance (including the amounts reversed from the Special
Current Provisions 現行條文

		第100條
No. 條次

-85-


Explanations 修正理由

	Reserve), plusaccumulatedundistributed profits of previous years (including adjusted undistributed profits) in part or in whole as determined by an Ordinary Resolution passed at an annual general meeting of the Company duly convened and held in accordance with these Articles to the Members as dividends/bonuses in proportion to the number of Shares held by them respectively pursuant to these Articles, provided that, cash dividends/bonuses shall not be less than ten percent (10%) of the total amount of dividends/bonuses to Members. (3) 於掛牌期間，除開曼法令、上市（櫃）規範或本章程另有規定，或附於股份之權利另有規範外，凡本公司於每一會計年度終了時如有盈餘，於依法提繳所有相關稅款、彌補虧損（包括先前年度之虧損及調整未分配盈餘金額，如有）、按照上市（櫃）規範提撥法定盈餘公積（但若法定盈餘公積合計已達本公司實收資本總額者不適用之），次提特別盈餘公積（如有）後，剩餘之金額（包括經迴轉之特別盈餘公積）得由股東常會以普通決議，以不低於該可分配盈餘金額之百分之十，加計經本公司股東常會以普通決議所定以前年度累積未分配盈餘之全部或一部（包括調整未分配盈餘金額），依股
Proposed Amendments 修正條文草案

	Reserve), plus undistributed profits of previous years (including adjusted undistributed profits) in part or in whole as determined by an Ordinary Resolution passed at an annual general meeting of the Company duly convened and held in accordance with these Articles to the Members as dividends/bonuses in proportion to the number of Shares held by them respectively pursuant to these Articles, provided that, cash dividends/bonuses shall not be less than ten percent (10%) of the total amount of dividends/bonuses to Members. (3) 於掛牌期間，除開曼法令、上市（櫃）規範或本章程另有規定，或附於股份之權利另有規範外，凡本公司於一會計年度終了時如有盈餘，於依法提繳所有相關稅款、彌補虧損（包括先前年度之虧損及調整未分配盈餘金額，如有）、按照上市（櫃）規範提撥法定盈餘公積（但若法定盈餘公積合計已達本公司已發行資本總額者不適用之），次提特別盈餘公積（如有）後，剩餘之金額（包括經迴轉之特別盈餘公積）得由股東常會以普通決議，以不低於該可分配盈餘金額之百分之十，加計經本公司股東常會以普通決議所定以前年度未分配盈餘之全部或一部（包括調整未分配盈餘金額），依股東持股
Current Provisions 現行條文


No. 條次

-86-

		為配合英屬開曼群島公司法 2019 年之修訂，增訂第103 條第2項。	為杜疑義，酌予調整條文用語。
Explanations 修正理由

	東持股比例，派付股息/紅利予股東，其中現金股息/紅利之數額，不得低於該次派付股息/紅利總額之百分之十。	(2) If the Company keeps its accounting records and books of account at any place outside the Cayman Islands in accordance with the preceding paragraph, it shall, upon service of an order or notice pursuant to the Tax Information Authority Law and any amendment or other statutory modification thereof, make available, in electronic form or any other medium at its Registered Office copies of its books of account, or any part or parts thereof, as are specified in such order or notice. (2) 本公司依前項規定將會計紀錄與帳冊備置於英屬開曼群島境外者，應於收受依據英屬開曼群島稅務資訊機關法暨其修訂或其他變更所發布之命令或通知後，按該命令或通知所記載，以電子或其他方式備置帳冊或其中之任何部份於本公司註冊辦公處供查閱。	Subject to the Law, if the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law, divideand distribute
Proposed Amendments 修正條文草案

	比例，派付股息/紅利予股東，其中現金股息/紅利之數額，不得低於該次派付股息/紅利總額之百分之十。	新增第2項。	Subject to the Law, if the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law, divide amongst the Members
Current Provisions 現行條文

		第103條	第111條
No. 條次

-87-

		*本公司修訂後之組織備忘錄及章程應以英文版本為準；如僅為公司組織備忘錄及章程之勘誤、項次/款次敘述之調整、編碼更正而不涉及實質內容變動，或僅為中譯文之文字調整，不予臚列。
Explanations 修正理由

	amongst the Members the whole or any part of thepropertyof the Company (whether they shall consist of property of the same kind or not) in cash or assetand may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any asset whereon there is any liability. 在符合開曼法令之情形下，本公司清算時，清算人得經本公司股東會特別決議同意並根據開曼法令要求之批准，依股東所持股份比例，將公司全部或部分財產以現金或實物（無論是否為同樣性質之資產）分配予股東。清算人並得決定所分派財產之合理價值，並決定股東間或不同股份類別間之分派方式。清算人認為適當時，得按開曼法令之批准，為股東之利益將此等財產之全部或一部交付信託，惟不應迫使股東接受負有債務之任何財產。
Proposed Amendments 修正條文草案

	in specie or kindthe whole or any part of theassetsof the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any asset whereon there is any liability. 在符合開曼法令之情形下，本公司清算時，清算人得經本公司股東會特別決議同意並根據開曼法令要求之批准，依股東所持股份比例，將公司全部或部分財產以現金或實物（無論是否為同樣性質之資產）分配予股東。清算人並得決定所分派財產之合理價值，並決定股東間或不同股份類別間之分派方式。清算人認為適當時，得按開曼法令之批准，為股東之利益將此等財產之全部或一部交付信託，惟不應迫使股東接受負有債務之任何財產。
Current Provisions 現行條文


No. 條次

-88-

Attachment 12

World Known MFG (Cayman) Limited

Comparison Table of Amended “Rules of Procedures for Shareholders’ Meetings”

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No. of Article Current Clause Proposal of amendment Reason of amendment
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No. of Article	Current Clause	Proposal of amendment	Reason of amendment

Article 3	Paragraph 1 is not amended. During the listing period (defined as the Articles of Incorporation; same hereunder),the Company shall prepare electronic versions of the shareholders meeting notice and proxy forms and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation or the election or dismissal of directors or supervisors and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders’ meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.During the non-listing period, the notice of convening the shareholders’ meetings shall be sent to each shareholder five days prior to the meeting. Paragraph 3 is not amended Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, mandatory buyback and cancellation of the Company’s sharespursuant to	Paragraph 1 is not amended. The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders’ meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. Paragraph 3 is not amended Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, mandatory buyback and cancellation of the Company’s shares pursuant to Paragraph 1, Article 24 of the Article of Incorporation, application for the approval of ceasing its status as a public company,approval of	1. As the Company has been listed, the wordings of “during the listing period” and “during the non-listing period” are deleted to avoid any misunderstanding. 2. To accommodate the Letter Jing-Shang-Zi No.10702417500 by Department of Commerce, MOEA, Paragraph 5 is added on August 6, 2018. 3. To accommodate of the amendments to the Sample Template for Rules of Procedure for Shareholders’ Meetings by the competent authority, the wordings in Paragraph 4, 6-8 are amended.

-89-

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No. of Article Current Clause Proposal of amendment Reason of amendment
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No. of Article	Current Clause	Proposal of amendment	Reason of amendment

	Paragraph 1, Article 24 of the Article of Incorporation, application for the approval of ceasing its status as a public company, the dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. The major content may be uploaded to the websites appointed by the competent authorities of Republic of China or the Company and specify the link in the convention notice. During the listing period, any shareholder holding 1% or more of the total number of issued shares may submit to the Company a proposalin writing or electronic format,for discussion at a regular shareholders meeting.Other than the conditions specified in Paragraph 4, Article 172 of the Company Act, shareholders’ proposals shall be listed as proposals by the Board of Director A shareholder proposal proposed under Paragraph One urging the Company to promote public interests or fulfilling its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the Board of Directors. Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce that it will receive shareholders’ proposals and the location and time period for their submission; the period for submission of shareholderproposals maynot be	competing with the company by
		directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger or demerger of the corporation or any matter under Paragraph 1, Article 185 of the Company Act, Articles 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. The major content may be uploaded to the websites appointed by the competent authorities of Republic of China or the Company and specify the link in the convention notice. The reasons for convening the shareholders’ meeting have specified the overall election of new directors with the date of inauguration. Once the election is completed in the concerned shareholders’ meeting, the date of inauguration must not be changed through an extempore motion or other way. A shareholder holding 1% or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders’ meeting. Such proposals, however, are limited to one item only and no proposal containing more than one item will be included in the meeting agenda. Provided that a shareholder’s proposal is to urge the Company to promote the public benefits or fulfil its social responsibility, is not subject to the previous paragraph. Also, the conditions specified in Paragraph 4, Article 172 of the Company Act, shareholders’ proposals shallnot be listed as proposals by the Board of Director. Prior to the book closure date before a regular shareholders

-90-

No. of Article	Current Clause	Proposal of amendment	Reason of amendment
	less than 10 days. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the AGM and shall take part in the discussion of such proposal. Not amended but moved to Paragraph 9.	meeting is held, the Company shall publicly announce that it will receive shareholders’ proposalsin writing or electronic means and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders’ meeting and take part in the discussion of the proposal. The followingis not amended
Article 7	If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson,the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson,the chairperson shall appointone of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. When amanaging director or a director serves as chair, as referred to in the preceding paragraph, themanaging director or director shall be one who has held that position for at least six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.	If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair. The followings are not amended	As no vice chairman or managing director is set in the Company’s Organizational Memorandum and Articles of Incorporation, the wording is amended.

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No. of Article	Current Clause	Proposal of amendment	Reason of amendment
	The followings are not amended
Article 9	Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically (where applicable) The followings are not amended	Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. The followings are not amended	As TWSE/TPEx Listed Companies have fully adopted the electronic voting from 2018, Paragraph 1 is amended.
Article 10	If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. Paragraph 2 and 3 are not amended. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.	If the shareholder meeting is convened by the board of directors,the related proposals (extemporaneous motions and amendments to original proposals included) shall be voted by poll;the board of directors will determine the meeting proceeding. The proceeding cannot be changed unless resolved during the shareholders’ meeting. Paragraph 2 and 3 are not amended. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote,with a suitable time of voting.	1. As TWSE/TPEx Listed Companies have fully adopted the electronic voting and implemented the spirit of voting by poll, from 2018, Paragraph 1 is amended. 2. To prevent the convener of the shareholders’ meeting from over-limiting the voting time of shareholders and thus their voting rights are affected, Paragraph 4 is amended.
Article 13	Paragraph 1 is not amended. During the listing period, it may allow the shareholders to exercise voting rights by correspondence or electronic means; when voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. But to have waived his/her rights with respect to the extraordinarymotions and	Paragraph 1 is not amended. It shall allow the shareholders to exercise voting rights by correspondence or electronic means; when voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. But to have waived his/her rights with respect to the extraordinary motions and amendments to originalproposals	As the Company has been listed, the wordings of “during the listing period” and “during the non-listing period” are deleted to avoid any misunderstanding.

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No. of Article Current Clause Proposal of amendment Reason of amendment
amendments to original proposals of that meeting; it is therefore
of that meeting; it is therefore advisable that the Company
advisable that the Company avoids the submission of
avoids the submission of extraordinary motions and
extraordinary motions and amendments to original
amendments to original proposals.
proposals. Paragraph 3 and 4 are not
Paragraph 3 and 4 are not amended.
amended. Except as otherwise provided in
Except as otherwise provided in the Company Act and in the
the Company Act and in the Company's articles of
Company's articles of incorporation, the passage of a
incorporation, the passage of a proposal shall require an
proposal shall require an affirmative vote of a majority of
affirmative vote of a majority of the voting rights represented by
the voting rights represented by the attending shareholders. When
the attending shareholders. When voting, the chairperson or
voting, the chairperson or delegate thereof shall announce
delegate thereof shall announce the total number of voting rights
the total number of voting rights represented by attending
represented by attending shareholders for every agenda
shareholders for every agenda item discussed, and have
item discussed, and have shareholders vote on a
shareholders vote on a case-by-case basis. Details on the
case-by-case basis. Details on the number of votes in favor, against
number of votes in favor, against, and abstained for each discussion
and abstained for each discussion shall be uploaded onto MOPS on
shall be uploaded onto MOPS on the same day after the
the same day after the shareholder shareholders’ meeting has ended.
meeting has ended ( applicable The followings are not
during the listing period) . amended
The followings are not
amended
Article 15 Paragraph 1 is not amended. Paragraph 1 is not amended. 1. As the Company has been
During the listing period, the The Company may distribute the listed, the wordings of “during
Company may distribute the meeting minutes of the preceding the listing period” and “during
meeting minutes of the preceding paragraph by means of a public the non-listing period” are
paragraph by means of a public announcement made through the deleted to avoid any
announcement made through the MOPS. misunderstanding.
MOPS. The meeting minutes shall 2. For implemented the spirit of
The meeting minutes shall accurately record the year, month, voting by poll, Paragraph 3 is
accurately record the year, month, day, and place of the meeting, the amended be referring the
day and place of the meeting, the chair's full name, the methods by recommendation of Asian
chair's full name, the methods by which resolutions were adopted, Corporate Governance
which resolutions were adopted, and a summary of the Association.
and a summary of the deliberations and the poll results
deliberations and their results, (included the votes counted) ; if
and shall be retained for the directors are elected, the votes
duration of the existence of the of each candidate shall be
Company. disclosed. Minutes shall be
retained for the duration of the
existence of the Company
Article 16 Paragraph 1 is not amended. Paragraph 1 is not amended. As the Company has been listed,
During the listing period, if If matters put to a resolution at a the wordings of “during the listing
matters put to a resolution at a shareholders’ meeting constitute period” and “during the
shareholders meeting constitute material information under non-listing period” are deleted to
material information under applicable laws or regulations or avoid any misunderstanding.
applicable laws or regulations or under Taiwan Stock Exchange
under Taiwan Stock Exchange Corporation regulations, the
Corporation regulations, the Company shall upload the content
Company shall upload the content of such resolution to the MOPS
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No. of Article Current Clause Proposal of amendment Reason of amendment	No. of Article Current Clause Proposal of amendment Reason of amendment	No. of Article Current Clause Proposal of amendment Reason of amendment	No. of Article Current Clause Proposal of amendment Reason of amendment
of such resolution to the MOPS within theprescribed timeperiod. within the prescribed time period.
Article 20	Paragraph 1 and 2 are not amended. None	Paragraph 1 and 2 are not amended. The Procedures were amended on June O, 2020 for the second time.	Added the date of this amendment.

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Attachment 13

World Known MFG (Cayman) Limited

Comparison Table of Amended “Operational Procedures for Loaning Funds to Others”

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No. of Article Current Clause Proposal of amendment Description of amendment
V. Operating (IX) The Follow-up Control (IX) The Follow-up Control The amendment is made pursuant
Procedure Measures to the Loaned Measures to the Loaned to Article 3, paragraph 2 of the “
Funds and the Handling Funds and the Handling Regulations Governing
Procedures for Overdue Procedures for Overdue Loaning of Funds and Making of
Debts Debts Endorsements/ Guarantees by
1. Omitted 1. Omitted Public Companies.”
2. Omitted 2. Omitted
3. Borrower shall immediately 3. Borrower shall immediately
repay all the principal and repay all the principal and
interests when loans are due. If interests when loans are due.
any extension is required due to Breaching this requirement may
inability of repayment at expiry, result in disposal of the collaterals
such extension shall be applied in or seeking of compensation from
advance and granted upon the the guarantors by the Company
approval of the Board of Director. pursuant to laws.
The extension for each loan shall
not exceed six months and only be
granted once. Breaching this
requirement may result in
disposal of the collaterals or
seeking of compensation from the
guarantors by the Company
pursuant to laws.
Paragraph 1 and 2 are not Paragraph 1 and 2 are not Added the date of this
amended. amended. amendment.
None The Procedures were amended on
June O, 2020 for the second time.
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Appendix 1

Company Number: 305958

THE CAYMAN ISLANDS

THE COMPANIES LAW (AS REVISED)

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

World Known MFG (Cayman) Limited

Incorporated on the 19[th] day of November, 2015

(as adopted by a Special Resolution passed on 13[th] June 2019)

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__________ THE CAYMAN ISLANDS THE COMPANIES LAW (AS REVISED) COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

World Known MFG (Cayman) Limited

(as adopted by a Special Resolution passed on 13[th] June 2019)

1. The name of the Company is World Known MFG (Cayman) Limited.

The Registered Office of the Company shall be situated at the offices of Portcullis (Cayman) Ltd at The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KYl-1208, Cayman Islands or such other place within the Cayman Islands as the Board may from time to time decide, being the registered office of the Company.
Subject to the following provisions of this Memorandum of Association, the objects for which the Company is established are unrestricted, and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law (as revised).
Subject to the following provisions of this Memorandum of Association, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Law (as revised).
Nothing in this Memorandum of Association shall permit the Company to carry on a business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Law (as revised) or to carry on insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Law (as revised) or to carry on the business of company management without being licensed in that behalf under the Companies Management Law (as revised).
The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman

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Islands.

When conducting business, the Company shall comply with the laws and regulations as well as business ethics, and may take actions that will promote public interests in order to fulfil its social responsibilities.
The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
The share capital of the Company is NT$400,000,000 divided into 40,000,000 ordinary shares of a nominal or par value of NT$10 each with power for the Company, subject to the provisions of the Companies Law (as revised) and the Articles of Association, to redeem or purchase any of its shares and to sub-divide, increase or reduce the said capital and to issue any part of its capital, original, redeemed, increased or reduced, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be ordinary, preference or otherwise, shall be subject to the power hereinbefore contained.
Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company and the interpretations section of the Articles of Association of the Company shall apply to this Memorandum of Association.

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__________ THE CAYMAN ISLANDS THE COMPANIES LAW (AS REVISED) COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

World Known MFG (Cayman) Limited

(as adopted by a Special Resolution passed on 13[th] June 2019)

INTERPRETATION

The Regulations contained or incorporated in Table A of the First Schedule of the Companies Law of the Cayman Islands (as amended, supplemented or otherwise modified from time to time) shall not apply to this Company.
(1) In these Articles the following terms shall have the meanings set opposite unless the context otherwise requires:

Applicable Listing Rules the relevant laws, regulations, rules and codes as amended, from time to time, applicable as a result of the original and continued trading or listing of any shares on any Taiwan stock exchange or securities market, including, without limitation the relevant provisions of the Securities and Exchange Act of the R.O.C., the Company Act of the R.O.C., the Act Governing Relations Between Peoples of the Taiwan Area and the Mainland Area, and any similar laws, statutes and the rules and regulations of the R.O.C. authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the TPEx and the TWSE (where applicable);

Articles

these Articles of Association of the Company in their present form, as amended, substituted or supplemented from time to time by a Special Resolution;

Auditors

the certified public accountant (if any) retained by the Company to audit the accounts of the Company, to audit and/or certify the financial statements of the

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Company or to perform other similar duties as assigned or requested by the Company for the time being;

Board the board of Directors of the Company comprising all the Directors;
Capital Reserve means (1) the Share Premium Account, (2) income from endowments received by the Company and (3) other items generated and treated as capital reserve pursuant to the Applicable Listing Rules or generally accepted accounting principles;
Chairman

has the meaning given thereto in Article 69;

Class or Classes any class or classes of Shares as may from time to time be issued by the Company in accordance with these Articles;
Commission the Financial Supervisory Commission of the R.O.C. or any other authority for the time being administering the Securities and Exchange Act of the R.O.C.;
Company World Known MFG (Cayman) Limited ;
Consolidation
the combination of two or more constituent companies into a consolidated company which is the new company that results from the consolidation of the constituent companies and the vesting of the undertaking, property and liabilities of such companies in the consolidated company within the meaning of the Law and the Applicable Listing Rules;
Director a director of the Company or an Independent Director (if any) for the time being who collectively form the Board, and “Directors” means 2 or more of them (including any and all Independent Director(s));
Discount Transfer

has the meaning set out in Article 23(4);

Electronic
shall have the meaning given to it in the Electronic Transactions Law (as revised) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force including every other law incorporated therewith or substituted therefore;

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Emerging Market the emerging market board of the TPEx in Taiwan;

Employees employees of the Company and/or any of the Subordinate Companies of the Company, as determined by the Board from time to time in its sole discretion, and “Employee” shall mean any one of them;

Financial Statements has the meaning set out in Article 104;
Independent Directors those Directors designated as "Independent Directors" who are elected by the Members at a general meeting and appointed as "Independent Directors" for the purpose of these Articles and the requirements of the Applicable Listing Rules, and “Independent Director” means any one of them;
Juristic Person a firm, corporation or other organization which is recognised by the Law and the Applicable Listing Rules as a legal entity;
Law the Companies Law of the Cayman Islands and any amendment or other statutory modification thereof and every other act, order, regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum and/or these Articles, and where in these Articles any provision of the Law is referred to, the reference is to that provision as modified by any law for the time being in force;
Member or Shareholder a Person who is duly registered as the holder of any Share or Shares in the Register for the time being, including persons who are jointly so registered and “Members” or “Shareholders” means 2 or more of them;
Memorandum the memorandum of association of the Company, as amended or substituted from time to time;

Merger the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company within the meaning of the Law and the Applicable Listing Rules;

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Month a calendar month; NTD New Taiwan Dollars; Ordinary Resolution a resolution:-

(a) passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Members being Juristic Persons, by their respective duly authorised representatives or, where proxies are allowed, by proxy, present at a general meeting of the Company held in accordance with these Articles;
(b) at any time other than during the Relevant Period, approved in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives); or
(c) where the Company has only one Member, approved in writing by such Member signed by such Member and the effective date of the resolution so adopted shall be the date on which the instrument is executed;

Person any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

Preferred Shares has the meaning given thereto in Article 4; Private Placement an offer by the Company of its Shares, bonds and other securities approved by the Commission to specific persons pursuant to the Applicable Listing Rules;

Register the register of Members of the Company maintained in accordance with the Law at such place within or outside the Cayman Islands;

Registered Office the registered office of the Company for the time being as required under the Law;

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Relevant Period the period commencing from the date on which any of the securities of the Company first become public offering or registered or listed on the Emerging Market, the TPEx, the TWSE or any Taiwan stock exchange or securities market to and including the date immediately before the day on which none of such securities are so registered or listed (and so that if at any time registration or listing of any such securities is suspended for any reason whatsoever and for any length of time, they shall nevertheless be treated, for the purpose of this definition, as registered or listed);
R.O.C. or Taiwan the Republic of China, its territories, its possessions and all areas subject to its jurisdiction;
R.O.C. Courts the Taiwan Taipei District Court or any other competent courts in the R.O.C.;
Seal the common seal of the Company; Secretary any Person for the time being appointed by the Directors to perform any of the duties of the secretary of the Company and including any assistant, deputy, acting or temporary secretary;
Share any share in the capital of the Company. All references to "Shares" herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression "Share" shall include a fraction of a Share;

Share Premium Account the share premium account of the Company established in accordance with these Articles and the Law; Shareholder Service the agent licensed by the R.O.C. authorities and Agent having its offices in the R.O.C. to provide shareholder services, in accordance with the Applicable Listing Rules and the Regulations Governing the Administration of Shareholder Services of Public Companies of the R.O.C. (as revised), to the Company; signed bearing a signature or representation of a signature

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affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication;

Special Reserve has the meaning set out in Article 95;

Special Resolution a special resolution of the Company passed in accordance with the Law, being a resolution:

(a) passed by a majority of at least two-thirds of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Members being Juristic Persons, by their respective duly authorised representatives or, where proxies are allowed, by proxy, present at a general meeting of the Company held in accordance with these Articles, of which notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a Special Resolution, has been duly given;
(b) at any time other than during the Relevant Period, approved in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives); or
(c) where the Company has only one Member, approved in writing by such Member signed by such Member and the effective date of the special resolution so adopted shall be the date on which the instrument is executed.

A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles;

Spin-off an act wherein a transferor company transfers all of its independently operated business or any part of it to an existing or a newly incorporated company as consideration for that existing transferee company or

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newly incorporated transferee company to give shares, cash or other assets to the transferor company or to shareholders of the transferor company;

Statutory Reserve a reserve set aside in an amount equal to ten percent (10%) of the annual profits of the Company under the Applicable Listing Rules;

Subordinate Company any company (a) of which a majority of the total outstanding voting shares or the total amount of the capital stock is held by the Company; (b) in which the Company has a direct or indirect control over the management of the personnel, financial or business operation of that company; (c) of which a majority of directors in such company are contemporarily acting as directors in the Company; or (d) of which a majority of the total outstanding voting shares or the total amount of the capital stock of such companies and that of the Company are held by the same Members;

TDCC the Taiwan Depository & Clearing Corporation;

TPEx the Taipei Exchange in Taiwan;

Treasury Shares Shares that have been purchased by the Company and have not been cancelled but have been held continuously by the Company since they were purchased in accordance with the Law; and

TWSE the Taiwan Stock Exchange Corporation.

(2) Unless the context otherwise requires, expressions defined in the Law and used herein shall have the meanings so defined.
(3) In these Articles unless the context otherwise requires:
(a) words importing the singular number shall include the plural number and vice-versa;
(b) words importing the masculine gender shall include the feminine gender and neuter genders;
(c) a notice provided for herein shall be in writing unless otherwise specified and all reference herein to "in writing" and "written" shall include printing, lithography, photography and other modes of representing or reproducing words in permanent visible form; and

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(d) "may" shall be construed as permissive and "shall" shall be construed as imperative.
(4) Headings used herein are intended for convenience only and shall not affect the construction of these Articles.

Subject to these Articles and any resolution of the Members to the contrary, the Board may, in respect of all Shares for the time being unissued:
(a) offer, issue and allot of such Shares to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine, but so that no Share shall be issued at a discount, except in accordance with the provisions of the Law and, if during the Relevant Period, the Applicable Listing Rules; and
(b) grant options with respect to such Shares and issue warrants or similar instruments with respect thereto, in accordance with the provisions of the Law and, if during the Relevant Period, the Applicable Listing Rules; and, for such purposes, the Board may reserve an appropriate number of Shares for the time being unissued.
Subject to Article 5 and the sufficiency of the authorised share capital of the Company, the Company may issue Shares of different Classes with rights which are preferential or inferior to those of ordinary Shares issued by the Company (“ Preferred Shares ”) with the approval of a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors.
(1) Where the Company is to issue Preferred Shares, the following shall be expressly set out in these Articles:
- (a) the total number of Preferred Shares that have been authorised to be issued and the numbers of the Preferred Shares already issued;
- (b) the order, fixed amount or fixed ratio of allocation of dividends, bonuses and other distributions on such Preferred Shares;
- (c) the order, fixed amount or fixed ratio of allocation of surplus assets of the Company, upon its liquidation, to the holders of the Preferred Shares;
- (d) the order of or restrictions on the voting right(s) (including, where applicable, a statement that such Preferred Shares have no voting rights whatsoever) of the holders of such Preferred Shares;
- (e) other matters concerning rights and obligations incidental to the Preferred Shares; and

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  - (f) the method by which the Company is authorised or compelled to redeem the Preferred Shares, or a statement that redemption rights shall not apply.

(2) Subject to the Law, the Memorandum and these Articles shall be amended with the sanction of a Special Resolution to stipulate the rights, benefits and restrictions of such Preferred Shares and the number of the Preferred Shares the Company is authorised to issue.
During the Relevant Period, subject to the sufficiency of the authorised share capital of the Company and these Articles, the issue of new ordinary Shares in the Company shall be approved by a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors.
(1) The Company shall issue Shares without printing share certificates, provided that the Register shall be conclusive evidence of the entitlement of a Person to Shares recorded against his/her/its name. During the Relevant Period, whenever the Company issues Shares, the Company shall deliver or cause the Shareholder Service Agent to deliver Shares by advising TDCC to record the number of Shares against the name of each subscriber within thirty (30) days from the date such Shares may be delivered, pursuant to the Law. The Company shall make a public announcement in accordance with the Applicable Listing Rules prior to the delivery of such Shares.
(2) The Company shall not issue bearer Shares.
(3) The Company shall not issue any unpaid Shares or partial paid-up Shares to any Person.
(4) The Company shall neither issue Shares without par value nor convert its Shares from Shares with par value to Shares without par value.
During the Relevant Period:
(a) upon each issuance of new Shares (other than resulting from or in connection with any Merger or Consolidation of the Company, Spin-off of the Company's business, any reorganisation of the Company, asset acquisition, share swap, exercise of share options or warrants granted to the Employees, conversion of convertible securities or debt instruments, exercise of subscription warrants or rights to acquire Shares vested with preferential or special rights, where the Company issues new Shares to the existing Members by capitalisation of its reserves in accordance with these Articles, Private Placement or other issuance of Shares for consideration other than cash), the Board may reserve not more than fifteen percent (15%) of the new Shares for subscription by the Employees pursuant to the Law and the Applicable Listing Rules; and
(b) where the Company issues new Shares for cash consideration, after the Board reserving certain percentage of the new Shares for subscription by the Employees pursuant to subsection (a) of this Article, the Company shall allocate ten percent (10%) (or such greater percentage as the Company by an Ordinary Resolution

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determines) of the total number of the new Shares to be issued for offering in the R.O.C. to the public unless (i) the Commission, the TPEx and/or the TWSE (where applicable) considers such public offering unnecessary or inappropriate or (ii) the Applicable Listing Rules provide otherwise.

During the Relevant Period, subject to an Ordinary Resolution, upon each issuance of new Shares for cash consideration, the Company shall, after reserving the portion of new Shares for subscription by the Employees and public offering in the R.O.C. pursuant to Article 8, first offer such remaining new Shares, by a public announcement and a written notice to each existing Member respectively, stating that in case any such existing Member fails to confirm his/her/its subscription within the prescribed period his/her/its subscription right shall be forfeited, for the subscription of each such existing Member in proportion to the number of Share(s) held by him/her/it, provided that:
(a) where any fractional Share held by a Member is insufficient to subscribe for one new Share, the fractional Shares being held by several Members may be combined for joint subscription of one or more integral new Shares or for subscription of new Shares in the name of a single Member;
(b) the existing Member(s) may assign and transfer his subscription right to other Persons independently of his original Shares; and
(c) new Shares left unsubscribed may be offered to the public or to specific Persons through negotiation.
The preceding Article shall not apply whenever the new Shares are issued for the following purpose:
(a) in connection with a Merger or a Consolidation of the Company or a Spin-off of the Company's business, or pursuant to any reorganisation of the Company;
(b) in connection with meeting the Company’s obligation under Share subscription warrants and/or options granted to the Employees;
(c) in connection with meeting the Company’s obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares;
(d) in connection with meeting the Company’s obligation under share subscription warrant or Preferred Shares vested with rights to acquire Shares;
(e) in connection with any share swap arrangement entered into by the Company, or
(f) in connection with any Private Placement conducted pursuant to Article 13; or
(g) in connection with any other event otherwise prohibited, limited, restricted or exempted to so apply pursuant to the Law and/or the Applicable Listing Rules.

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During the Relevant Period, subject to the Applicable Listing Rules, the Company may, upon adoption of a resolution passed by a majority of the Directors present at a meeting of the Board attended by two-thirds or more of the total number of Directors, enter into a share subscription right agreement with the Employees whereby such Employees may subscribe, within a specific period of time, for a specific number of Shares of the Company at an agreed subscription price. Upon execution of the said agreement, the Company shall issue to each of such Employees a share subscription warrant. Such issued share subscription warrant shall be non-assignable, except for transfer by inheritance or intestacy.
During the Relevant Period, the Company may, subject to approval of Shareholders by way of Special Resolution, issue new Shares with restricted rights as approved by such Special Resolution to Employees of the Company and/or its Subordinate Companies, provided that Articles 8 and 9 shall not apply. In respect of the issuance of Shares to Employees in the preceding sentence, the number of Shares to be issued, issue price, issue conditions, restrictions and other matters shall be subject to the Applicable Listing Rules and the Law.
(1) During the Relevant Period and subject to the Applicable Listing Rules, the Company may, with the sanction of a Special Resolution, conduct a Private Placement with any of the following Persons in the R.O.C.:
- (a) banks, bills finance enterprises, trust enterprises, insurance enterprises, securities enterprises, or other Juristic Persons or institutions approved by the Commission;
- (b) natural persons, Juristic Persons, or funds meeting the conditions prescribed by the Commission; or
- (c) directors, supervisors, officers and managers of the Company or its affiliated enterprises.
(2) Subject to the preceding Paragraph, the Board may resolve by a majority of the Directors presents at a meeting attended by two-thirds or more of the total numbers of the Directors that a Private Placement of ordinary corporate bonds be carried out by installments within one year of the date of such resolution.
The Company may by a Special Resolution reduce its share capital in the manner authorised, and subject to any conditions prescribed, by the Law and the Applicable Listing Rules.
During the Relevant Period, any issuance, conversion or cancellation of the Shares or any other equity securities (including but not limited to warrants, options or bonds), capitalisation and shareholder services, shall comply with the Law, the Applicable Listing Rules and the Regulations Governing the Administration of Shareholder Services of Public Companies of the R.O.C. (as revised).

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MODIFICATION OF RIGHTS

Whenever the share capital of the Company is divided into different Classes of Shares, including where Preferred Shares are issued, subject to Article 46 and in addition to a Special Resolution, the special rights attached to any Class shall be varied or abrogated with the sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of such Class. To every such separate general meeting and all adjournments thereof, all the provisions of these Articles relating to general meetings of the Company and to the proceedings thereat shall mutatis mutandis apply.
The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia , the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of Shares of any Class by the Company.

REGISTER

Subject to the Law, the Board shall cause to be kept the Register at such place within or outside the Cayman Islands as it deems fit. During the Relevant Period, the Register shall be entered therein the particulars required under the Law and the Applicable Listing Rules, and shall be made available at its Shareholder Service Agent’s office in the R.O.C. The Board or any other authorized conveners of general meetings of the Company may request that the Company or the Company’s Shareholder Service Agent provide a copy of the Register for inspection.
Notwithstanding anything contained in these Articles and subject to the Law, during the Relevant Period, the relevant information of the Members shall be recorded by TDCC, and the Company shall recognize each person identified in the records provided by TDCC to the Company as a Member and such records shall form part of the Register as at the date of receipt of such records by the Company.

REDEMPTION AND REPURCHASE OF SHARES

(1) Subject to the Law and these Articles, Shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by Special Resolution determine.
(2) All Preferred Shares may be redeemed in accordance with the provisions of the Law, provided that the privileges accorded to holders of the Preferred Shares by these Articles shall not be impaired under the Law and the Applicable Listing Rules.
(1) Subject to the Law, the Applicable Listing Rules and these Articles, upon the approval of a majority of the Directors present at a Board meeting attended by twothirds or more of Directors, the Company may purchase its own Shares.

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(2) During the Relevant Period:
- (a) The number of Shares to be purchased by the Company from time to time shall not exceed ten percent (10%) of the total number of issued and outstanding Shares and the total amount of the Shares to be purchased by the Company shall not exceed the aggregate amount of retained profits, premium on capital stock, and realized Capital Reserve.
- (b) Such resolutions of the Board approving purchases of Shares and the implementation thereof (including the failure of any purchase of Shares as approved by such resolutions, if any) shall be reported to the Shareholders at the next general meeting of the Company.
(1) Shares repurchased, redeemed or acquired (by way of surrender or otherwise) by the Company shall be cancelled immediately or held as Treasury Shares, upon such terms and manner and subject to such conditions as the Board thinks fit.
(2) During the Relevant Period, all matters relating to the Company’s redemption and repurchase of Shares shall be subject to the Law and the Applicable Listing Rules.
(1) Subject to the Law, for so long as the Company holds Treasury Shares, the Company shall be entered in the Register as the holder of the Treasury Shares, provided that:
- (a) the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
- (b) the Treasury Shares shall not be pledged or encumbered in any manner whatsoever;
- (c) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the purposes of these Articles or the Law; and
- (d) no dividend/bonus may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Members on a winding up) may be made to the Company, in respect of a Treasury Share.
(2) Subject to the Law and these Articles, any or all Treasury Shares may at any time be canceled or transferred to any person (including the Employees; the qualifications of such employees shall be determined by the Board, subject to Paragraph (5) of this Article) upon such terms and manner and subject to such conditions as the Board thinks fit. The Board may determine, at its discretion, the terms and conditions (including a lock-up period restricting the transfer of any Treasury Shares

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transferred to the Employees pursuant to this Paragraph (2) for a term of up to two (2) years) of such transfer.

(3) A sum equal to the consideration (if any) received by the Company pursuant to the transfer of Treasury Share(s) shall be credited in accordance with the Law.
(4) Subject to Paragraph (5) of this Article and the Law, the Company may, by way of a Special Resolution passed at the next general meeting of the Company, transfer the Treasury Shares to the Employees for a price that is below the average price that the Company has paid to purchase such Treasury Shares (the “ Discount Transfer ”), provided that the following matters shall be specified in the notice of such general meeting with the description of their major contents, and shall not be proposed as ad hoc motions:
- (a) the transfer price of the Treasury Shares as determined by the Board, the discount rate used for the Discount Transfer, and the calculation basis of the Discount Transfer, and the basis of such determination;
- (b) the amount of the Treasury Shares to be transferred pursuant to, and the purpose of, the Discount Transfer, and the basis of such determination;
- (c) the qualification and terms of the Employees to whom the Treasury Shares are transferred and the amount of Treasury Shares for which such Employees may subscribe pursuant to the Discount Transfer;
- (d) matters that the Board is of the opinion that may affect Shareholders' equity, including:
  - (i) any expenses that may be incurred and dilution of per share profit, if any, due to the Discount Transfer in accordance with the Applicable Listing Rules; and
  - (ii) any burden on the Company caused by the Discount Transfer in accordance with the Applicable Listing Rules.
(5) The total aggregate amount of the Treasury Shares to be transferred to the Employees pursuant to the Discount Transfer in accordance with Paragraph (4) of this Article shall not exceed five percent (5%) of the total number of issued and outstanding Shares of the Company, and each Employee shall not subscribe for more than point five percent (0.5%) of the total issued and outstanding Shares of the Company in aggregate.
(1) Notwithstanding anything to the contrary contained in these Articles but subject to the Law, the Company may carry out a compulsory purchase and cancellation of its Shares on a pro rata basis (rounded up or down to the nearest whole number) among the Shareholders in proportion to the number of Shares held by each such Shareholder subject to approval by a Special Resolution. The purchase price

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payable to the Shareholders in connection with a purchase of Shares described in the preceding sentence may be paid in cash or in kind. Where any purchase price is paid in kind, the type of such payment in kind and the corresponding amount of such substitutive distribution shall be subject to approval by a Special Resolution as well as individual consent by the Shareholder(s) receiving such payment in kind. Prior to convening the general meeting for approving such purchase of Shares, the Board shall determine the monetary equivalent value of any purchase price to be paid in kind and have such value audited and certified by a certified public accountant in the R.O.C.

(2) For the avoidance of doubt, where the proposed purchase and cancellation of Shares is not on a pro rata basis, subject to the Law and the Applicable Listing Rules, the Board is empowered to authorize and carry out such repurchase without approval by Special Resolution in accordance with the preceding Paragraph.

TRANSFER AND TRANSMISSION OF SHARES

Subject to the Law and the Applicable Listing Rules and unless otherwise provided by these Articles, the Shares shall be freely transferable.
The Company shall not be obligated to recognize any transfer or assignment of Shares unless the name/title and residence/domicile of the transferor and transferee have been recorded in the Register. The registration of transfers may be suspended when the Register is closed in accordance with Article 28.

NON-RECOGNITION OF TRUSTS

Except as required by Law or the Applicable Listing Rules, no person shall be recognised by the Company as holding any Share upon any trust, and the Company shall not, unless required by Law or the Applicable Listing Rules, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or actual interest in any Share (except only as otherwise provided by these Articles, the Law or the Applicable Listing Rules otherwise requires or under an order of a court of competent jurisdiction) or any other rights in respect of any Share except an absolute right to the entirety thereof in the registered holder.

CLOSING REGISTER OR FIXING RECORD DATE

(1) The Board may fix in advance the record date(s) for (a) determining the Members entitled to receive any dividend/bonus, distribution or issue; (b) determining the Members entitled to receive notices of, attend or vote at any general meeting or any adjournment thereof in person, by proxy, way of a written ballot or by way of electronic transmission; and (c) any other purposes as determined by the Board. In the event the Board designates the record date(s) for (b) in accordance with this Article, such record date(s) shall be date(s) prior to the general meeting.

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(2) During the Relevant Period, subject to the Law, for the purposes of (a) determining the Members entitled to receive any dividend/bonus, distribution or issue; and (b) determining the Members entitled to receive notices of, attend or vote at any general meeting or any adjournment thereof, the Board shall fix the period that the Register shall be closed for transfers(the “Book Closure Period”) at least for a period of sixty (60) days before the date of each annual general meeting, thirty (30) days before the date of each extraordinary general meeting and five (5) days before the target date for a dividend, bonus or other distribution. For the purpose of calculating the Book Closure Period, the respective convening date of the general meeting or the relevant target date shall be included.

GENERAL MEETINGS

The Company shall in each year hold a general meeting as its annual general meeting, and the day and the time of an annual general meeting shall be determined by the Board PROVIDED HOWEVER that during the Relevant Period, an annual general meeting shall be convened within six months after close of each financial year or such other period as may be permitted by the Commission, the TPEx or the TWSE (where applicable). The annual general meeting shall be convened by the Board.
All general meetings other than annual general meetings shall be called extraordinary general meetings. The Board may, whenever they think fit, convene an extraordinary general meeting of the Company.
During the Relevant Period, all general meetings shall be held in the R.O.C. At any time other than during the Relevant Period, the Board may convene any general meeting at such place as it deems fit.
(1) Any one or more Member(s) holding at least three percent (3%) of the total issued Shares of the Company for a period of one year or a longer time may, by depositing the requisition notice specifying the proposals to be resolved and the reasons, request the Board to convene an extraordinary general meeting. If the Board does not give notice to Members to convene such meeting within fifteen (15) days after the date of the requisition notice, the proposing Member(s) may convene a general meeting.
(2) Any one or more Member(s) continuously holding more than half of the total issued Shares of the Company for a period of no less than three months may convene an extraordinary general meeting. The number of Shares held by such Member or Members and the holding period of which such Member or Members hold such Shares shall be calculated and determined based on the Register as of the first day of the Book Closure Period.
(3) In addition to the circumstance where the Board should have convened a general meeting but does not or is unable to convene a general meeting pursuant to the Law, the Applicable Listing Rules or these Articles, an Independent Director from the audit committee of the Company may also, for the benefit of the Company, call a general

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meeting when it is deemed necessary.

During the Relevant Period, the Company shall engage a Shareholder Service Agent within the R.O.C. to handle the administration of general meetings, including but not limited to, the voting matters.

NOTICE OF GENERAL MEETING

(1) During the Relevant Period, at least thirty (30) days’ notice of an annual general meeting and fifteen (15) days’ notice of an extraordinary general meeting shall be given to each Member, and subject to the Law and the Applicable Listing Rules, the Company may make a public announcement of a notice of general meeting to Members holding less than 1,000 Shares instead of delivering the same to each Member. The period of notice shall be exclusive of the day on which it is served and of the day on which the general meeting is to be held. Such notice shall be in writing, shall specify the place, the day and the time of meeting and the agenda and the proposals to be resolved at the general meeting and shall be given in the manner hereinafter described or be given via electronic communications if previously consented by the Members and permitted by the Law and the Applicable Listing Rules.
(2) At any time other than the Relevant Period, at least five (5) days’ notice in writing shall be given of an annual general meeting or any other general meeting PROVIDED HOWEVER that notice may be waived by all the Member either at or before the meeting is held PROVIDED FURTHER that notice or waiver thereof may be given by email, telex or telefax. At any time other than the Relevant Period, a general meeting may be convened by such shorter notice with the consent of a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five percent (95%) in nominal value of the Shares giving that right.
(1) During the Relevant Period, the Company shall make public announcements with regard to notice of general meeting, proxy form, summary information and details about items to be proposed at the meeting for approval, discussion, election or dismissal of Directors at least thirty (30) days prior to any annual general meeting or at least fifteen (15) days prior to any extraordinary general meeting.
(2) During the Relevant Period, if the Company allows the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission in accordance with Article 57, the Company shall also send to the Shareholders the information and documents as described in the preceding Paragraph, together with the voting right exercise forms.
The following matters shall not be considered, discussed or proposed for approval at a general meeting unless they are specified in the notice of general meeting with the description of their major contents; the major contents may be posted on the website designated by the R.O.C. competent authorities or the Company, and such website shall be

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indicated in the notice:

(a) any election or removal of Director(s);
(b) any alteration of the Memorandum and/or these Articles;
(c) any capital reduction or compulsory purchase and cancellation of Shares pursuant to Paragraph (1) of Article 24;
(d) applying for the approval of ceasing the status as a public company;
(e) any dissolution, voluntary winding-up, Merger, share swap, Consolidation or Spin-off of the Company;
(f) entering into, amending, or terminating any contract for lease, management or regular joint operation of the Company’s whole business;
(g) the transfer of the whole or any material part of the Company’s business or assets;
(h) the acquisition of the whole business or assets of a Person, which has a material effect on the operation of the Company;
(i) carrying out a Private Placement of any equity-type securities issued by the Company;
(j) granting a waiver to a Director’s non-competition obligation or approving a Director to engage in activities in competition with the Company;
(k) distributing dividends, bonuses or other distributions payable on or in respect of the Share in whole or in part by way of issuance of new Shares; and
(l) capitalisation of the Company’s Statutory Reserve, the Share Premium Account and/or the income from endowments received by the Company in the Capital Reserve, by issuing new Shares and/or cash to its existing Members.
During the Relevant Period, the Company shall prepare a manual for each general meeting, and such manual and relevant materials shall be published on the website designated by the Commission, the TPEx or the TWSE (where applicable) twenty-one (21) days prior to the scheduled date of the relevant annual general meeting and fifteen (15) days prior to the scheduled date of the relevant extraordinary general meeting pursuant to the Applicable Listing Rules.
The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any Member entitled to receive notice shall not invalidate the proceedings of that general meeting.

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PROCEEDINGS AT GENERAL MEETINGS

No business, other than the appointment of a chairman of the meeting, shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, at least two Members present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing more than one-half of the total issued and outstanding Shares with voting rights shall be a quorum of Members for all purposes.
(1) During the Relevant Period, one or more Member(s) holding one percent (1%) or more of the total issued Shares of the Company may submit to the Company not more than one proposal in writing or by way of electronic transmission for resolution at an annual general meeting.
(2) During the Relevant Period, prior to the commencement of the period in which the Register is closed for transfers before an annual general meeting, the Company shall make a public announcement of the place and the period for Members to submit proposals; provided that the period for submitting such proposals shall not be less than ten (10) days.
(3) The Member who has submitted a proposal shall attend, in person or by a proxy, such general meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.
(4) The Board shall include a proposal submitted by Member(s) unless:
- (a) the proposal involves matters which cannot be settled or resolved at a general meeting under the Law, the Applicable Listing Rules and these Articles;
- (b) the number of Shares held by the proposing Member(s) is less than one percent (1%) of the total issued Shares in the Register upon commencement of the period in which the Register is closed for transfers before the relevant annual general meeting of the Company;
- (c) the proposal contains more than one matter;
- (d) the proposal contains more than three hundred (300) words; or
- (e) the proposal is submitted after the expiration of the specified period announced by the Company for submitting proposals.
(5) If a proposal submitted by Member(s) is intended to urge the Company to promote public interests or fulfil its social responsibilities, the Board may include the proposal notwithstanding that one of the circumstances set forth in the preceding Paragraph (4) of this Article applies.
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not, and shall list in the notice of the relevant annual general meeting all the accepted proposals. The Board shall explain at the relevant annual general meeting the reasons for excluding any proposal submitted by Members.

The Chairman shall preside as chairman at every general meeting of the Company convened by the Board. For a general meeting convened by any Person other than the Board, such Person shall act as the chairman of that meeting; provided that if there are two or more Persons jointly convening such meeting, the chairman of the meeting shall be elected from those Persons.
If at any general meeting the Chairman is not present or is unwilling to act as chairman, he shall appoint one of the Directors to act on his behalf. In the absence of such appointment, the Directors present may choose one of them to be the chairman of that general meeting.
A general meeting may be adjourned by the Company by an Ordinary Resolution from place to place within five (5) days, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for more than five (5) days, notice of the time and location of the adjourned meeting shall be given as in the case of an original meeting.
At any general meeting, a resolution put to the vote of the meeting shall be decided on a poll.
Unless otherwise expressly required by the Law, the Applicable Listing Rules or these Articles, any matter proposed for approval by the Members at a general meeting shall be passed by an Ordinary Resolution.
(1) Subject to the Law and the Applicable Listing Rules, the Company may by a Special Resolution:
(a) enter into, amend, or terminate any contract for lease, management or regular joint operation of its whole business;
(b) transfer the whole or any material part of its business or assets;
(c) acquire the whole business or assets of a Person, which has a material effect on the operation of the Company;
(d) distribute dividends, bonuses or other distributions in whole or in part by way of issuance of new Shares;
(e) effect any Spin-off of the Company;
(f) authorise a plan of Merger or Consolidation involving the Company;
(g) resolve that the Company be wound up voluntarily for reasons other than the reason provided in Article 47;

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(h) carry out a Private Placement;
(i) grant a waiver to a Director’s non-competition obligation, or approve a Director to engage in activities in competition with the Company;
(j) change its name;
(k) change the currency denomination of its share capital;
(l) increase the share capital by such sum, to be divided into new Shares of such Classes of such par value, as the resolution shall prescribe;
(m) consolidate and divide all or any of its share capital into Shares of a larger par value than its existing Shares;
(n) subdivide its existing Shares, or any of them, into Shares of a smaller par value than is fixed by the Memorandum;
(o) cancel any Shares that, at the date of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled;
(p) subject to these Articles (including without limitation Articles 16 and 17), alter or amend the Memorandum or these Articles, in whole or in part;
(q) reduce its share capital and any fund of the capital redemption reserve in any manner authorised by the Law and the Applicable Listing Rules; and
(r) appoint an inspector to examine the affairs of the Company under the Law; and
(s) issue new Shares to Employees of the Company and/or its Subordinate Companies subject to any restrictions and conditions in accordance with Article 12.
(t) apply for the approval of ceasing the status as a public company.
(2) Notwithstanding anything contained in these Articles, unless otherwise provided by the Law and the Applicable Listing Rules, in case the Company is dissolved after participating in the merger/consolidation or the Company is delisted from the TPEx or TWSE due to the general transfer (or the assignment of all rights and delegation of all duties of the Company), the transfer of business or assets of the Company, any share swap arrangement or any Spin-off entered into or carried out by the Company while the surviving, transferee, existing or newly incorporated company is not a listed company (including TWSE/TPEx listed company), any such action aforementioned shall be approved by the affirmative vote of at least two-thirds (2/3) of the total votes cast by the Members of the Company.
Subject to the Law and the Applicable Listing Rules, the Company may by an Ordinary

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Resolution resolve that the Company be wound up voluntarily if the Company is unable to pay its debts as they fall due.

(1) Subject to the Law, in the event any of the resolutions with respect to the matter(s) as set out in Paragraphs (a), (b) or (c) of Article 46 is adopted at a general meeting, a Member who has notified the Company in writing of his objection to such proposal prior to that meeting and subsequently raised his objection at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price; provided, however, that no Member shall have the abovementioned appraisal right if the resolution to be adopted is in relation to the matter(s) set out in Paragraph (b) of Article 46 and at the same meeting the resolution for the winding up of the Company is also adopted.
(2) In the event any part of the Company’s business is involved in any Spin-Off, Merger or Consolidation, a Member, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing or orally with an entry to that effect in the minutes of the meeting before the relevant vote, may request the Company to purchase all of his Shares at the then prevailing fair price in accordance with the Law.
(3) Without prejudice to the Law, in the event the Company and a Member making a request pursuant to Paragraphs (1) or (2) of this Article fail to reach agreement on the purchase price within sixty (60) days following the date of the resolution, the Member may, within thirty (30) days after such sixty (60) days period, file a petition to the R.O.C. Courts if and to the extent permitted under the Law, for a ruling on the appraisal price. However, for the purpose of protecting rights of the dissenting Member, the Company may elect to act in accordance with the laws of place where the securities of the Company are registered or listed.
In case the procedure for convening a general meeting in which a resolution is adopted or the method of adopting a resolution is in violation of the Law, the Applicable Listing Rules or these Articles, a Member may, if and to the extent permitted under the Law, within thirty (30) days from the date of the resolution, submit a petition to the Taiwan Taipei District Court of the R.O.C., as applicable, for an appropriate remedy, including but not limited to, requesting the court to invalidate and cancel the resolution adopted therein.
Notwithstanding anything to the contrary provided for in these Articles, at any time other than during the Relevant Period, a resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.
The proceedings regarding general meetings and the voting in general meetings not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Company by an Ordinary Resolution from time to time; during the Relevant Period, such internal rules shall be in compliance with the Law and the Applicable Listing Rules.

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VOTES OF MEMBERS

Subject to any rights and restrictions as to voting for the time being attached to any Share by or in accordance with these Articles, at any general meeting, every Member present in person (or in the case of a Member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each Share registered in his/her/its name in the Register.
In the case of joint Members, the joint Members shall select a representative among them to exercise their voting powers and the vote cast by such representative, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Members.
A Shareholder who holds Shares for the benefit of others need not use all his votes or cast all the votes he holds in the same way as he uses his votes in respect of Share he holds for himself. The qualifications, scope, methods of exercise, operating procedures and other requirements for separate votes shall be in compliance with the Applicable Listing Rules.
Any corporation which is a Member of the Company may, by resolution of its board or other governing body, authorise such natural person as it thinks fit to act as its representative at any general meeting or at any meeting of a Class of Members of the Company.
(1)Subject to the Law and the Applicable Listing Rules, Shares held by the following persons shall not be counted in the total number of issued Shares of the Company which are entitled to vote for when calculating the quorum at a general meeting and Members belonging to the following persons shall abstain from voting in respect of all Shares held by them:
- (a) the Company itself (if such holding is permitted by the Law);
- (b) any entity in which the Company is legally or beneficially interested in more than fifty percent (50%) of its issued and voting share capital or equity capital; or
- (c) any entity in which the Company and (i) its holding company, and (ii) its Subordinate Company are legally or beneficially, directly or indirectly, interested in more than fifty percent (50%) of its issued and voting share capital or equity capital.
(2) Any Member who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a general meeting shall abstain from voting in respect of all the Shares that such Member should otherwise be entitled to vote, on his behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Member(s) shall not be counted in determining the number of votes for or against such matter.
(3) Where any Director, who is also a Shareholder of the Company, creates or has created any charge, mortgage, encumbrance or lien in respect of Shares held by such Director (the " Charged Shares ") exceeding fifty percent (50%) of total Shares held by such Director at the time of his/her latest appointment as Director, such Director shall refrain from exercising its voting rights on the Shares representing the difference between the

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Charged Shares and fifty percent (50%) of total Shares held by such Director at the time of his/her latest appointment as Director, and such Shares shall not carry the voting rights and shall not be counted toward the number of votes represented by the Shareholders present at a general meeting but shall be included in the quorum.

To the extent permitted by the Law, the Board may resolve that the voting power of a Member at a general meeting may be exercised by way of a written ballot or by way of electronic transmission. The method for exercising such voting power shall be described in the general meeting notice to be given to the Members if the voting power may be exercised by way of a written ballot or electronic transmission. Notwithstanding the foregoing, during the Relevant Period, subject to the Applicable Listing Rules, the Company shall adopt the electronic transmission as one of the methods for exercising the voting power of a Member. Any Member who intends to exercise his voting power by way of a written ballot or by way of electronic transmission shall serve the Company with his voting decision at least two (2) days prior to the date of such general meeting. Where more than one voting decision are received from the same Member by the Company, the first voting decision shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous voting decision in the later-received voting decision. A Member who exercises his voting power at a general meeting by way of a written ballot or by electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to vote his Shares at the general meeting only in the manner directed by his written instrument or electronic document. The chairman of the general meeting as proxy shall not have the power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the written or electronic document, impromptu proposal and/or any amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.
In case a Member who has cast his votes by a written instrument or by way of electronic transmission intends to attend the relevant general meeting in person, he shall, at least two (2) day prior to the date of the general meeting, revoke such votes by serving a notice in the same manner as he cast such votes. In the absence of a timely revocation of such votes, such votes shall remain valid. Nonetheless, such Member who attends and votes at a general meeting in person would be deemed to have revoked his prior voting instructions by a written instrument or by way of electronic transmission, notwithstanding that such Member has not submitted a revocation notice in accordance with this Article 58.

PROXY

(1) A Member may appoint a proxy to attend a general meeting on his behalf by executing a proxy form produced by the Company stating therein the scope of power authorized to the proxy. A proxy need not be a Member.
(2) During the Relevant Period, subject to the Law and unless otherwise provided in these Articles, forms of instrument of proxy for use at a general meeting shall be produced by the Company specifying therein (a) the instructions for filling out the form, (b) the

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matters to be entrusted by the Member or to be voted upon pursuant to such proxy, and (c) the basic information of the Member as appointor, the proxy and the proxy solicitor (if any) and shall be sent out together with the notice of general meeting to all Members on the same day.

A Member may only appoint one proxy for each general meeting irrespective of how many Shares he holds and shall serve an executed proxy in compliance with the preceding Article to the Company or its Shareholder Service Agent as the case may be no later than five (5) days prior to the date of the general meeting. In case the Company receives two or more proxies from one Member, the one received first by the Company shall prevail unless an explicit statement by the Member to revoke such proxy is made in the subsequent proxy, provided this subsequent proxy is received no later than five (5) days prior to the date of the general meeting.
In case a Member who has served a proxy intends to attend the relevant general meeting in person or to exercise his voting power by way of a written ballot or electronic transmission, he shall, at least two (2) days prior to the date of the general meeting, revoke such proxy by serving a separate written notice to the Company or Shareholder Service Agent. Otherwise, the votes cast by the proxy at the general meeting shall prevail. Nonetheless, such Member who attends and votes at a general meeting in person would be deemed to have revoked his proxy appointment, notwithstanding that such Member has not submitted a revocation notice in accordance with this Article 61.
A Member who has served the Company with his voting decision in accordance with Article 57 for the purpose of exercising his voting power by way of a written ballot or by way of electronic transmission may appoint a person as his proxy to attend the meeting in accordance with these Articles, in which case the vote cast by such proxy shall be deemed to have revoked his previous voting decision served on the Company and the Company shall only count the vote(s) cast by such expressly appointed proxy at the meeting.
During the Relevant Period, except for trust enterprises or shareholder service agencies duly licensed under the R.O.C. competent authorities or the chairman of a general meeting who is deemed appointed as proxy pursuant to Article 57, where a Person acts as a proxy for two or more Members, the number of voting Shares that the proxy may vote in respect thereof shall not exceed three percent (3%) of the total number of issued and outstanding voting Shares; otherwise, such number of voting Shares in excess of the aforesaid threshold shall not be counted towards the number of votes cast for or against the relevant resolution or the number of voting Shares present at the relevant general meeting but shall be included in the quorum. Upon such exclusion, the number of voting Shares being excluded and attributed to each Member represented by the same proxy shall be determined on a pro-rata basis based on the total number of voting Shares being excluded and the number of voting Shares that such Members have appointed the proxy to vote for.
The use and solicitation of proxies not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Board from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular, the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of

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R.O.C. Public Companies (as amended, supplemented or otherwise modified from time to time)).

DIRECTORS AND THE BOARD

(1) The Board shall consist of not less than five (5) or more than nine (9) Directors (including Independent Directors). Subject to the foregoing, the number of Directors to be elected and hold the office shall be stated in the notice of the general meeting in which an election of Directors will be held.
(2) A Director can be a natural person or a Juristic Person. Where a Director is a Juristic Person, it shall designate a natural person as its authorized representative to exercise, on its behalf, the powers of a Director and may replace such representative from time to time so as to fulfil its remaining term of the office. A Director shall not be required to hold any Shares in the Company.
(3) Directors shall be elected by Members at general meetings. Any Juristic Person which is a Member shall be entitled to appoint a natural person or natural persons as its representative(s) to be nominated for election as Director in accordance with these Articles.
(4) The principle of cumulative voting shall apply in any election of Directors pursuant to this Article. Each Member entitled to vote in such election shall have a number of votes equal to the product of (i) the number of votes conferred by such Member's Shares and (ii) the number of Directors to be elected at the general meeting. Each Member may divide and distribute such Member's votes, as so calculated, among any one or more candidates for the directorships to be filled, or such Member may cast such Member's votes for a single candidate. At such election, the candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected. Notwithstanding anything to the contrary in these Articles, at any time other than the Relevant Period, the Company may by Ordinary Resolution appoint any Person to be a Director or remove any Director from office.
(5) The proceedings and the voting regarding the election of Directors not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by an Ordinary Resolution from time to time, which shall be in compliance with the Law and the Applicable Listing Rules.
The Company may, whenever it thinks fit, adopt and apply a candidate nomination mechanism for election of any of the Directors in accordance with the Applicable Listing Rules. Notwithstanding the foregoing, during the Relevant Period, a candidate nomination mechanism shall be adopted for election of all Directors. Upon adoption of candidate nomination mechanism, the Directors and Independent Directors shall be elected by the Members at a general meeting from among the nominees listed in the respective rosters of director candidates and independent director candidates. Subject to the Law and the Applicable Listing Rules, the Board may establish detailed rules and procedures for such candidate nomination.

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Subject to these Articles, each Director shall be appointed to a term of office not exceeding three (3) years and is eligible for re-election. In case no election of new Directors is effected prior to the expiration of the term of office of existing Directors, the term of office of such existing Directors shall be extended until the time such Directors are re-elected or new Directors are duly elected and assume their office subject to these Articles. In the event of any vacancy in the Board, the new Director elected in the general meeting shall fill the vacancy for the residual term of office.
(1) Unless otherwise provided by these Articles, a Director may be removed from office at any time by a Special Resolution adopted at a general meeting.
(2) Without prejudice to other provisions of these Articles, the Directors may be put up for re-election at any time before the expiration of the term of office of such Directors. In the event where all Directors are subject for re-election at a general meeting before the expiration of the term of office of such Directors, subject to the successful election of the new Directors at the same meeting, the term of office of all current Directors is deemed to have expired on the date of the re-election if the Members do not resolve that all current Directors will only retire at the expiration of their present term of office or any other date as otherwise resolved by the Members at the general meeting.
A chairman of the Board (the “ Chairman ”) shall be elected from among the Directors and appointed in term by a majority of the Directors present at a Board meeting attended by at least two-thirds of all of the Directors then in office. The Chairman shall externally represent the Company and internally preside as the chairman at every Board meeting and at every general meeting convened by the Board. In the event the Chairman is not present at a meeting or cannot or will not exercise his power and authority for any cause, he shall designate one of the Directors to act on his behalf. In the absence of such designation, the Directors present at the meeting shall elect from among themselves an acting chairman.
The remuneration of a Director may differ from other Directors, and shall be determined by the Board, regardless of the Company profits or losses of respective years, based on (i) the extent of a Director's involvement with the operations of the Company, (ii) the contribution of a Director to the Company, (iii) the prevailing industry standard and (iv) such other relevant factors.
When the number of Directors then in office falls below five (5) due to any Director(s) vacating his office for any reason, the Company shall hold an election for such number of Directors at the next general meeting to fill the vacancy for the remainder of the term of such outgoing Director(s). When the number of Directors then in office falls short by one-third of the total number of Directors initially constituting the existing Board, the Company shall convene an extraordinary general meeting within sixty (60) days of the occurrence of that fact for the purposes of electing such number of Directors to fill the casual vacancy.
Subject to these Articles, a Director other than an Independent Director may hold any other office (except that of Auditor) or place of profit under the Company in conjunction with his

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office of Director for such period and on such terms (as to remuneration and otherwise) as the Board may determine, and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

(1) Without prejudice to the duties owed by a Director to the Company under common law of the Cayman Islands and subject to the Law, the Directors shall assume fiduciary duties to the Company and without limitation, the due care of a good administrator, and exercise due care and skill in conducting the business operation of the Company. A Director may be liable to the Company if he acts contrary to his duties. In circumstances where a Director breaches any of such duties and acts for his/her or other Person’s interest, the Company may, with the sanction of an Ordinary Resolution, take all such actions and steps as may be appropriate and to the maximum extent legally permissible to seek to recover any and all earnings derived from such act as if such misconduct is done for the benefit of the Company.
(2) If a Director violates any law in the course of conducting the business of the Company, he shall be jointly and severally liable with the Company for the damages resulting from such violation.
(3) The preceding two Paragraphs of this Article shall apply, mutatis mutandis, to the officers of the Company who are authorised to act on its behalf in a senior management capacity.
Subject to these Articles, a Director other than an Independent Director may act by himself or his firm in a professional capacity for the Company (except that of Auditor), and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
To the extent permitted by the Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors, other than liability arising out of that person's negligence and/or dishonestly: an existing or former director (including alternate director), secretary or officer or Auditor of: the Company; a company which is a subsidiary of the Company; and a company in which the Company has or had an interest (whether direct or indirect).
During the Relevant Period, the qualifications, election ,removal, power, authority and other requirements for Directors (including Independent Directors), which are not covered by these Articles, shall be in compliance with the Applicable Listing Rules.

INDEPENDENT DIRECTORS

During the Relevant Period, the number of Independent Directors of the Company shall not be less than three (3) or one-fifth of the total number of Directors at any time, whichever is greater. One (1) of the Independent Directors shall have resident status of the R.O.C. (such

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resident status being registered with local government authorities). Subject to the foregoing, the number of Independent Directors to be elected and hold the office shall be stated in the notice of the general meeting in which an election of Independent Directors will be held. When an Independent Director ceases to act, resulting in a number of Independent Directors then in office lower than the prescribed minimum number, an election for an Independent Director shall be held at the next general meeting. When all Independent Directors cease to act, the Company shall convene an extraordinary general meeting to hold an election of Independent Directors within sixty (60) days from the date on which the situation arose.

Independent Directors shall possess professional knowledge and shall maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions held by the Independent Directors shall be as prescribed by the Applicable Listing Rules, and the assessment of independence of such Independent Directors shall be in compliance with the Applicable Listing Rules. The Board or other Persons calling a general meeting at which an election for Independent Directors is proposed shall ensure that the requirements of this Article have been satisfied and complied with in relation to any candidate for Independent Director.

POWERS AND DUTIES OF THE BOARD

Subject to the Law, these Articles, the Applicable Listing Rules and any resolutions passed in a general meeting, the business of the Company shall be managed by the Board in such manner as it shall think fit, which may pay all reasonable expenses in connection with business management, including but not limited to expenses incurred in forming and registering the Company and may exercise all powers of the Company. Except as otherwise provided by these Articles, the compensation to be paid to the Directors shall be determined by the Board in accordance with the standard prevalent in the industry by reference to recommendation made by the remuneration committee (if established). Such compensation shall be deemed to accrue from day to day, and the Directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from Board meetings of the Directors, or any committee established under Article 82, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Board from time to time, or a combination partly of one such method and partly the other.
The Board may from time to time appoint any Person to hold such office in the Company as the Board may think necessary for the management of the Company, including but not limited to officers and managers, and for such term and at such remuneration as the Board may think fit. Any Person so appointed by the Board may be removed by the Board.
The Board may appoint a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as the Board thinks fit. Any Secretary or assistant Secretary so appointed by the Board may be removed by the Board. The Secretary shall attend all general meetings and shall keep correct minutes of such meetings. Subject to the Applicable Listing Rules, the Secretary shall also perform such other duties as are prescribed by the Law

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or as may be prescribed by the Board.

COMMITTEES

Subject to the Law and the Applicable Listing Rules, the Board may, or the Company may by an Ordinary Resolution, establish any committee(s) and delegate any of their powers, authorities and discretions to such committee(s) (including but not limited to an audit committee and a remuneration committee) consisting of such member or members of their body or any other Persons as the Board thinks fit. Any committee(s) so formed shall, in the exercise of the powers, authorities and discretions so delegated, and in conducting its proceedings, conform to any regulations that may be imposed on it by the Board pursuant to the Applicable Listing Rules. If no regulations are imposed by the Board, the proceedings of a committee with two (2) or more members shall be, as far as is practicable, governed by these Articles regulating the proceedings of the Board.
82.1(1) During the Relevant Period, unless otherwise provided by the Law and the Applicable Listing Rules, the Company shall establish an audit committee; regulations governing the professional qualifications for its members, the formation of audit committee, the exercise of their powers of office, and related matters shall be prescribed and amended from time to time by the Board in accordance with the Applicable Listing Rules.
(2) The audit committee of the Company shall be composed of all the Independent Directors. The audit committee shall not be fewer than three Persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. A resolution of the audit committee shall have the concurrence of one-half or more of the members of the audit committee.
(3) The following matters shall be subject to the consent of one-half or more of all members of the audit committee of the Company and shall be thereafter submitted to the Board for a resolution:
- (a) Adoption or amendment of an internal control system.
- (b) Assessment of the effectiveness of the internal control system.
- (c) Adoption or amendment of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
- (d) A matter bearing on the personal interest of a Director.
- (e) A material asset or derivatives transaction.
- (f) A material monetary loan, endorsement, or provision of guarantee.
- (g) The offering, issuance, or Private Placement of any equity-type securities.

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  - (h) The hiring or dismissal of an Auditor, or the compensation given thereto.

  - (i) The appointment or discharge of a financial, accounting, or internal auditing officer.

  - (j) Annual and semi-annual financial reports.

  - (k) Any other material matter so required by the Company or the competent authority.

(3) With the exception of Subparagraph (j) above, any matter under a subparagraph of the preceding Paragraph that has not been approved with the consent of one-half or more of all members of the audit committee of the Company may be undertaken upon the approval of two-thirds or more of the Directors, without regard to the restrictions of the preceding Paragraph, and such resolution of the audit committee of the Company shall be recorded in the minutes of the Board meeting.
82.2(1) During the Relevant Period, unless otherwise provided by the Law and the Applicable Listing Rules, the Company shall establish a remuneration committee; regulations governing the professional qualifications for its members, the formation of remuneration committee, the exercise of their powers of office, and related matters shall be prescribed and amended from time to time by the Board in accordance with the Applicable Listing Rules. Remuneration referred to in this Paragraph shall include salary, stock options, and any other substantive incentive measures for Directors and managerial officers under the Law or the Applicable Listing Rules.
(2) The members of the remuneration committee of the Company shall be appointed by the Board and shall not be fewer than three members, one of whom shall be the convener.
(3) The remuneration committee of the Company shall exercise the care of a good administrator and in good faith when performing the official powers listed below, and shall submit its recommendations for deliberation by the Board:
- (a) Prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for Directors and officers.
- (b) Periodically evaluate and prescribe the remuneration of Directors and officers.
- (c) Any other material matter so required by the Company or the competent authority.

DISQUALIFICATION AND VACATION OF OFFICE OF DIRECTORS

(1) During the Relevant Period, a person who is under any of the following circumstances shall not act as a Director of the Company; if he has already held office of a Director, he shall cease to act as a Director and be removed from the position of Director automatically:

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(a) commits a felony (including but not limiting to an offence under Statute for Prevention of Organizational Crimes of the R.O.C.) and has been convicted thereof, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than five (5) years;
(b) has been imposed a final sentence involving imprisonment for a term of more than one year for commitment of fraud, breach of trust or misappropriation, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two (2) years;
(c) has been imposed a final sentence due to violation of the Anti-corruption Act, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two (2) years;;
(d) becomes bankrupt or is adjudicated of commencement of liquidation proceeding by a court under the laws of any jurisdiction, and has not been reinstated to his rights and privileges;
(e) has allowed cheques and other negotiable instruments to be dishonoured and the records thereof have not been cancelled or expunged by the relevant regulatory authorities;
(f) dies or an order has been made by any competent court or authority on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and such order has not been revoked, or his legal capacity is restricted according to the applicable laws;
(g) ceases to be a Director by virtue of, or becomes prohibited from being a Director by reason of, an order made under any provisions of the Law and/or Applicable Listing Rules;
(h) ceases to be a Director by virtue of Article 84;
(i) resigns his office by notice in writing to the Company;
(j) is removed from office pursuant to these Articles; or
(k) has been ordered to be removed from office by the R.O.C. Courts on the grounds that such Director, in the course of performing his duties, committed serious violations of the Law, Applicable Listing Rules or these Articles, or acts resulting in material damage to the Company, upon a petition by the Company or Member(s) to the R.O.C. Courts.
(2) During the Relevant Period, in case a Director (other than Independent Director) has

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transferred some or all his Shares during the term of his office as a Director, such that the remaining Shares held by him are less than one half of the Shares being held by him at the time he was elected, he shall, ipso facto, cease to act as a Director and be removed from the position of Director automatically.

(3) During the Relevant Period, if a Director (other than Independent Director), (i) after having been elected and before his inauguration of the office of a Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held by such Director at the time of his election or, (ii) within the Book Closure Period fixed prior to the general meeting for the election of such Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held at the commencement of the Book Closure Period, his election as a Director shall be deemed invalid and void.
Except as approved by the Commission, the TPEx or the TWSE (where applicable), the following relationships shall not exist among half or the majority of the Directors: (a) a spousal relationship; or (b) a familial relationship within the second degree of kinship as defined under the Civil Code of Taiwan. If any of the foregoing relationships exists among half or the majority of the elected Directors, the election with respect to the one who received the lowest number of votes among those related Directors shall be deemed invalid and void; and if he has already held office of a Director, he shall cease to act as a Director and be removed from the position of Director automatically. For the remaining Directors, if the foregoing requirements are still not satisfied, the same procedure set out above shall be applied again to the remaining related Directors, until such time as the foregoing requirements can be complied with.
In case a Director has, in the course of performing his/her/its duties, committed any act resulting in material damage to the Company or in serious violation of the Law, the Applicable Listing Rules or these Articles, but has not been removed from office by a resolution in a general meeting, one or more Members holding three percent (3%) or more of the total number of issued Shares of the Company may, within thirty (30) days after that general meeting, submit a petition to a competent court, including the Taiwan Taipei District Court of the R.O.C., but only if and to the extent permitted under the Law and the Applicable Listing Rules, for removing such Director from office.
Subject to the Law, one or more Members holding one percent (1%) or more of the total number of the issued Shares continuously for a period of six(6) months or a longer time may request in writing any Independent Director of the Audit Committee to file, on behalf of the Company, an action against a Director who has, in the course of performing his/her duties, committed any act resulting in damage to the Company or in violation of the Law, the Applicable Listing Rules or these Articles, with a competent court, including the Taiwan Taipei District Court of the R.O.C. In case the Independent Director fails to file such action within thirty (30) days after receipt of such request, to the extent permitted under the laws of the Cayman Islands, the Members making such request may file the action for the Company.

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PROCEEDINGS OF THE BOARD

The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate and shall from time to time establish internal rules in this regard, which shall be in compliance with the Law and the Applicable Listing Rules. During the Relevant Period, the Board meetings shall be held at least once in each quarter or within such period and frequency as may be prescribed by the Applicable Listing Rules. The quorum necessary for the transaction of the business of the Board shall be a majority of the Directors. Subject to the Law, the Applicable Listing Rules and these Articles, any matter proposed for consideration and approval at a Board meeting shall be decided by a majority of votes entitled so to do.
A Director may, and the Secretary on the requisition of a Director shall, summon a Board meeting by, during the Relevant Period, at least seven (7) days’ notice in writing, or at any time other than during the Relevant Period, at least forty eight hours’ notice in writing, to every Director which notice shall set forth the general nature of the business to be considered PROVIDED HOWEVER, without prejudice to the prescribed notice, in the event of emergency, as determined by the Board in its sole discretion, a Board meeting may be called at any time if this has been agreed to by a majority of the Directors at such meeting. Notwithstanding the forgoing, at any time other than during the Relevant Period, a notice of Board meeting may be waived by all the Directors at, before or retrospectively after the relevant Board meeting is held. Any notice or waiver thereof may be given by email, telex or telefax.
A Director may participate in a meeting of Board, or of any committee appointed by the Board of which such Director is a member, by means of visual communication facilities which permit all Persons participating in the meeting to see and communicate with each other simultaneously and instantaneously, and such participation shall be deemed to constitute presence in person at the meeting.
A Director may appoint another Director as his proxy to attend a meeting of the Board in writing with regard to a particular meeting, and state therein the scope of authority with reference to the subjects to be discussed at such meeting, in which event the presence and vote of the proxy shall be deemed to be that of the Director appointer. No Director may act as proxy for two (2) or more other Directors. Subject to these Articles, if a Director attends a Board meeting on his behalf and as the proxy of another Director, he is entitled to vote both as a proxy and for his own.
A Director who is in any way, whether directly or indirectly, interested in a matter discussed, considered or proposed in a meeting of the Board shall declare the nature of his interest and its essential contents at such relevant meeting. Where the spouse, a blood relative within the second degree of kinship of a Director as defined under the Civil Code of Taiwan, or any company which has a controlling or subordinate relation with a Director bear any interest in the matter under discussion at a Board meeting, such Director shall be deemed to bear a personal interest in the matter. Any Director who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a meeting of Board shall abstain from voting, on his own

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behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Director(s) shall not be counted in determining the number of votes for or against such matter.

Subject to these Articles, the continuing Directors may act notwithstanding any vacancy in their body.
Notwithstanding anything to the contrary provided for in these Articles, at any time other than during the Relevant Period, a resolution in writing signed by all of the Directors then in office or all of the members of a committee of Directors, including a resolution signed in counterpart or by way of signed email, telex or telefax transmission, shall be as valid and effectual as if it had been passed at a Board meeting or of a committee of Directors duly called and constituted.
The proceedings regarding Board meetings not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Board and reported to the Members at a general meeting from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular, the Regulations Governing Procedure for Board of Directors Meetings of Public Companies of the R.O.C.).

RESERVES AND CAPITALISATION

During the Relevant Period, the Company shall set aside out of the profits of the Company for each financial year: (a) a reserve for payment of tax for the relevant financial year; and (b) an amount to offset losses incurred in previous year(s); and (c) a Statutory Reserve in accordance with the Applicable Listing Rules, and after the aforesaid sums as set aside from the profits for such relevant financial year for any purpose to which the profits of the Company may be properly applied, the Board shall, before recommending any dividend or bonuses, set aside the remaining profits of the Company in whole or in part for the relevant financial year as a special reserve or reserves in accordance with the order from the Commission, and the Company may also, under these Articles or by Special Resolution of the general meeting, set aside another sum as a special reserve or reserves (collectively, the "Special Reserve").
Unless otherwise provided in the Law, the Applicable Listing Rules and these Articles, neither the Statutory Reserve nor the Capital Reserve shall be used except for offsetting the losses of the Company. The Company shall not use the Capital Reserve to offset its capital losses unless the Statutory Reserve and Special Reserve set aside for purposes of loss offset is insufficient to offset such losses.
(1) During the Relevant Period, subject to the Law, where the Company incurs no loss, it may, by a Special Resolution, distribute its Statutory Reserve, the Share Premium Account and/or the income from endowments received by the Company, which are in the Capital Reserve which are available for distribution, in whole or in part, by issuing new, fully paid Shares and/or by cash to its Members.

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(2) At any time other than during the Relevant Period, subject to the Law, the Board may capitalise any sum for the time being standing to the credit of the Share Premium Account or any of the other Company’s reserve accounts which are available for distribution or any sum standing to the credit of the profit and loss account or otherwise available for distribution and to appropriate such sums to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend//bonus and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.
Where any difficulty arises in regard to any declaration of share dividends or share bonuses or other similar distributions under these Articles due to any fraction held by Member(s), the Board may determine that cash payments should be made to any Members in full, or part thereof, as may seem expedient to the Board. Such decision of the Board shall be effective and binding upon the Members.

COMPENSATION, DIVIDENDS AND BONUSES

At any time other than during the Relevant Period, subject to the Law and these Articles and except as otherwise provided by the rights attaching to any Shares, the Board may from time to time declare dividends/bonuses (including interim dividends/bonuses), and other distributions to the Members by issuing new, fully paid Shares and/or by cash in proportion to the number of Shares held by them respectively and authorise payment of the same out of the funds of the Company lawfully available therefore. The Directors may, before declaring any dividends, bonuses or distributions, set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the like discretion, be employed in the business or investments of the Company.
100.(1) As the Company is in the growing stage, the dividend/bonuses of the Company may be distributed in the form of cash dividends/bonuses and/or stock dividends/bonuses. The Company shall take into consideration the Company’s capital expenditures, future expansion plans, and financial structure, funds requirement and other plans for sustainable development needs in assessing the amount of dividends/bonuses the Company wish to distribute.
(2) During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles, where the Company has annual profits at the end of a financial year, upon the approval of a majority of the Directors present at a meeting attended by at least two-thirds or more of the total number of the Directors, the Company may distribute not less than one percent (1%) and not more than eight percent (8%) of the profits for such year to the Employees as the Employees’ compensation in the form of shares and/or in cash and may distribute not more than five percent (5%) hereof to the Directors as the Directors’ compensation, provided, however, that the total amount of accumulated losses of the Company (including adjusted undistributed

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profits) shall be reserved from the said profits in advance, and the Company shall distribute the remaining balance thereof to the Employees and Directors in the proportion set out above. A report of such distribution of Employee and Directors’ compensation shall be submitted to the general meeting of the Company. Except otherwise set forth by the Applicable Listing Rules, any Directors’ compensation shall not be paid in the form of shares. The term "annual profits" as used herein shall mean the annual profits for such year before tax without deducting the amount of compensation distributed to the Employees and Directors as prescribed in this Paragraph (2) of this Article.

(3) During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles and except as otherwise provided by the rights attaching to any Shares, where the Company still has annual net profit for the year, after paying all relevant taxes, offsetting losses (including losses of previous years and adjusted undistributed profits, if any), setting aside the Statutory Reserve of the remaining profits in accordance with the Applicable Listing Rules (provided that the setting aside of the Statutory Reserve does not apply if the aggregate amount of the Statutory Reserve amounts to the Company’s total issued capital), and setting aside the Special Reserve (if any), the Company may distribute not less than ten percent (10%) of the remaining balance (including the amounts reversed from the Special Reserve), plus undistributed profits of previous years (including adjusted undistributed profits) in part or in whole as determined by an Ordinary Resolution passed at an annual general meeting of the Company duly convened and held in accordance with these Articles to the Members as dividends/bonuses in proportion to the number of Shares held by them respectively pursuant to these Articles, provided that, cash dividends/bonuses shall not be less than ten percent (10%) of the total amount of dividends/bonuses to Members.
(4) During the Relevant Period, unless otherwise resolved by the general meeting of the Company, the Employees and Directors’ compensations and dividends, bonuses or other forms of distributions payable to the Members shall be declared in NTD.
(5) The Board may deduct from the dividends, bonuses or any other amount payable to the Member in respect of the Share any amount (if any) due by such Member to the Company on account of calls or otherwise in relation to the Share.
(6) Any dividend, bonus or other monies payable on or in respect of the Share may be paid by wire transfer to the bank account nominated by the Member or by cheque or warrant sent through a post to the registered address of the Member, or to such Person and to such address as the holder may nominate in writing. In the case of joint Members, any of them may give a valid receipt for the dividend, bonus or other monies payable on or in respect of the Share.
(7) Subject to the Law and the Applicable Listing Rules, any Special Reserve may be reversed to undistributed profits of the Company.
During the Relevant Period, subject to the Law, the Applicable Listing Rules and these

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Articles, the Company may by a Special Resolution distribute any part or all of the dividends or bonuses to the Members declared in accordance with the preceding Article by way of applying such sum in paying up in full unissued Shares for allocation and distribution to the Members.

No dividend, bonus or other distribution shall be paid otherwise than out of profits or out of monies otherwise available for dividend, bonus or other distribution in accordance with the Law. No dividend, bonus or other distribution or other money payable by the Company on or in respect of any Share shall bear interest against the Company.

ACCOUNTS, AUDIT, AND ANNUAL RETURN AND DECLARATION

The Directors shall cause to be kept accounting records and books of account sufficient to give a true and fair view of the state of the Company’s affairs and to show and explain the transactions of the Company and otherwise in accordance with the Law, at the Registered Office or at such other place(s) in such manner as may be determined from time to time by the Board and shall always be open to the inspection by the Directors.
During the Relevant Period, at the end of each financial year, the Board shall prepare: (a) the business report; (b) the financial statements which include all the documents and information as required by the Law and the Applicable Listing Rules (the " Financial Statements "); and (c) any proposal relating to the distribution of net profit and/or loss offsetting in accordance with these Articles, for adoption by the annual general meeting of the Company. Upon adoption at the annual general meeting of the Company, the Board shall distribute to each Member copies of the Financial Statements and the resolutions relating to profit distribution and/or loss offsetting. However, during the Relevant Period, the Company may make a public announcement of the abovementioned statements and resolutions instead of distributing those to each Member.
During the Relevant Period, the documents prepared by the Board in accordance with the preceding Article shall be made available at the Shareholder Service Agent’s office in the R.O.C. for inspection during normal business hours by the Members, ten (10) days prior to the annual general meeting.
Subject to the Law and the Applicable Listing Rules, the Board may determine (or revoke, alter or amend any such determination) that the accounts of the Company be audited and the appointment of the Auditors.
During the Relevant Period, the Board shall keep copies of the Memorandum, these Articles, the minutes of every general meeting, the Financial Statements, the Register and the counterfoil of corporate bonds issued by the Company at its Shareholder Service Agent’s office in the R.O.C. Any Member may request at any time, by submitting evidentiary document(s) to show his interests involved and indicating the scope of requested matters, access to inspecting, transcribing and making copies of the above documents; the Company shall make Shareholder Service Agent provide the above documents.

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The Board in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

TENDER OFFER

Subject to the Law and the Applicable Listing Rules, during the Relevant Period, within fifteen (15) days after receipt of the copy of the public tender offer report form, the public tender offer prospectus, and relevant documents, the Company shall make a public announcement of the following:
(a) the types, number and amount of shares held by the Directors and any Member holding more than ten percent (10%) of the total issued and outstanding Shares;
(b) the recommendations made by the Board to the Members on such tender offer, which shall set forth the identity and financial status of the tender offeror, fairness of the tender offer conditions, verification on rationality of source of fund for tender offer, and the names of the Directors who abstain or object to the tender offer and the reason(s) therefore;
(c) whether there is any material change in the financial condition of the Company after the delivery of its most recent financial report and the contents of such change, if any;
(d) the types, number and amount of the shares of the tender offeror or its affiliates held by the Directors and the Members holding more than ten percent (10%) of the total issued and outstanding Shares; and
.
(e) other relevant significant information.

WINDING UP

Subject to the Law, the Company may be wound up by a Special Resolution passed by the Members. If the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the number of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the number of the Shares held by them at the commencement of the winding up. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.
Subject to the Law, if the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law, divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may

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determine how such division shall be carried out as between the Members or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any asset whereon there is any liability.

The Company shall keep all statements, records of account and documents for a period of ten (10) years from the date of the completion of liquidation, and the custodian thereof shall be appointed by the liquidator or the Company by an Ordinary Resolution.

NOTICES

Subject to the Law and except as otherwise provided in these Articles, any notice or document may be served by the Company to any Member either personally, or by facsimile, or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to such Member at his address as appearing in the Register, or, to the extent permitted by the Law and the Applicable Listing Rules, by posting it on a website designated by the Commission, the TPEx or the TWSE (where applicable) and/or the Company’s website, or by electronic means by transmitting it to any electronic mail number or address such Member may have positively confirmed in writing for the purpose of such service of notices. In the case of joint Members, all notices shall be given to that one of the Members whose name stands as their representative in the Register in respect of the joint holding.
Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting including the purpose for which such meeting was convened.
Any notice or other document, if served by:
(a) post, shall be deemed to have been served on the day following that on which the letter containing the same is posted or delivered to the courier;
(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;
(c) courier service, shall be deemed to have been served forty-eight (48) hours after the time when the letter containing the same is delivered to the courier service; or
(d) electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail, subject to the Law.
Any notice or document served to the registered address of any Member in accordance with these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Member as sole or joint

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Member.

REGISTERED OFFICE OF THE COMPANY

The Registered Office of the Company shall be at such address in the Cayman Islands as the Board shall from time to time determine.

FINANCIAL YEAR

Unless the Board otherwise prescribes, the financial year of the Company shall end on December 31[st] in each year and shall begin on January 1st in each year.

SEAL

The Company shall adopt a Seal by resolution of the Board and, subject to the Law, the Company may also have a duplicate Seal or Seals for use in any place or places outside of the Cayman Islands. The use and management of the Seal (or duplicate Seals) may be determined by the Board from time to time pursuant to the adoption of any regulation governing the use and management of seals of the Company in accordance with the Applicable Listing Rules.

LITIGATION AND NON-LITIGATION AGENT IN THE R.O.C.

120.(1) Subject to the provisions of the Applicable Listing Rules, the Company shall, by a resolution of the Directors, appoint or remove a person as its litigation and nonlitigation agent and such agent will be deemed as the responsible person of the Company in the R.O.C. under the Applicable Listing Rules.
(2) The preceding agent shall have residence or domicile in the R.O.C.
(3) The Company shall report the name, residence/domicile of the preceding agent and power of attorney to the competent authority in the R.O.C. This reporting requirement shall also apply if there is any change.

CHANGES TO CONSTITUTION

Subject to the Law and the Applicable Listing Rules, the Company may, by Special Resolution, alter or amend the Memorandum or these Articles, in whole or in part.

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Appendix 2

World Known MFG (Cayman) Limited

Rules of Procedures for Shareholders’ Meetings

Article 1 To establish a strong governance system and sound supervisory capabilities for this Company’s Shareholders Meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the “Company Governance Best Practice Principles for TWSE/Taipei Exchange Listed Companies”.
Article 2 The rules of procedures for the Company’s Shareholders Meetings, except as otherwise provided by Taiwan law, regulation, or the Memorandum and Articles of Association, shall be as provided in these Rules.
Article 3 Unless otherwise provided by Taiwan law or regulation, the Company’s Shareholders Meetings shall be convened by the Board of Directors. The board of directors or other authorized conveners of shareholders’ meetings may require a company or its shareholder service agent to provide with the roster of shareholders.
During the listing period (defined as the Articles of Incorporation; same hereunder), the Company shall prepare electronic versions of the shareholders meeting notice and proxy forms and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation or the election or dismissal of directors or supervisors and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders’ meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. During the non-listing period, the notice of convening the shareholders’ meetings shall be sent to each shareholder five days prior to the meeting.

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

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, mandatory buyback and cancellation of the Company’s shares pursuant to Paragraph 1, Article 24 of the Article of Incorporation, application for the approval of ceasing its status as a public company, the dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. The major content may be uploaded to the websites appointed by the competent authorities of Republic of China or the Company and specify the link in the convention notice.

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During the listing period, any shareholder holding 1% or more of the total number of issued shares may submit to the Company a proposal in writing or electronic format, for discussion at a regular shareholders meeting. Other than the conditions specified in Paragraph 4, Article 172 of the Company Act, shareholders’ proposals shall be listed as proposals by the Board of Director A shareholder proposal proposed under Paragraph One urging the Company to promote public interests or fulfilling its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the Board of Directors.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce that it will receive shareholders’ proposals and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

The shareholder who has submitted a proposal shall attend, in person or by a proxy, the AGM and shall take part in the discussion of such proposal.

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

Article 4 For each Shareholders Meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5 The venue for a Shareholders Meeting shall be at locations within the borders of the Republic of China, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the Independent Directors with respect to the place and time of the meeting.
Article 6 The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders and their proxies (collectively, "shareholders") shall attend Shareholders Meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also

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bring identification documents for verification.

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

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of Directors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a Shareholders Meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7 If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

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

It is advisable that Shareholders Meetings convened by the Board of Directors be chaired by the Chairperson of the Board in person and attended by a majority of the Directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minute.

If a Shareholders Meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a Shareholders Meeting in a non-voting capacity.

Article 8 The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least 1 year. However, if a lawsuit has been instituted by any shareholder in accordance with the procedure for convening a shareholders' meeting or the method of adopting resolutions thereat is in contrary to any law, the recording shall be retained until the conclusion of the litigation.
Article 9 Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically (where applicable) The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum

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is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

Article 10 If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the Board of Directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

Article 11 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

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

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

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

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

Article 12 Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of Shareholders Meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

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

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

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shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the Taiwan competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13 A shareholder shall have one voting power in respect of each share, unless the restriction on or no voting right on the exercise of in accordance with the provisions of laws and regulations and the Articles of Incorporations of the company voting power. During the listing period, it may allow the shareholders to exercise voting rights by correspondence or electronic means; when voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. But to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoids the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. When voting, the chairperson or delegate thereof shall announce the total number of voting rights represented by attending shareholders for every agenda item discussed, and have shareholders vote on a case-by-case basis. Details on the number of votes in favor, against, and abstained for each discussion shall be uploaded onto MOPS on the same day after the shareholder meeting has ended (applicable during the listing period).

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of

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

Article 14 The election of Directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as Directors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. However, if a lawsuit has been instituted by any shareholder in accordance with the procedure for convening a shareholders' meeting or the method of adopting resolutions thereat is in contrary to any law, the ballots shall be retained until the conclusion of the litigation.
Article 15 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. During the listing period, the Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the Company.
Article 16 On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
During the listing period, if matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor." At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the

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shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Taiwan Company Act.

Article 19 The Procedures, and any amendments hereto, shall be implemented after adoption by Shareholders Meetings.
Article 20 The Procedures were set up on October 19, 2018.
The Procedures were amended on June 13, 2019 for the frist time.

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Appendix 3

World Known MFG (Cayman) Limited

The Operational Procedures for Loaning Funds to Others

I. Purpose

To enhance the management for operation of loaning of funds to others, and reduce the operational risks, the Operational Procedures are established pursuant to Article 36-1 of the Securities and Exchange Act and the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” announced by the competent authority.

II. Organization in Charge

Department of Finance. Other dedicated personnel may be appointed by the general manager as assistants.

III. Risk Management

(I) No prior approval obtained for the loaning of funds to others.
(II) The loaning of funds to others does not comply with the Company’s policies or related laws and regulations.
(III) The loaning of funds to others is not announced and reported as required by law.
IV. Key Points of Control
(I) Unless the loaning of funds to others meets the conditions for the Chairman’s authorization before presented to the Board of Directors, all such loans must be approved by the Board of Directors in advance.
(II) The loaning of funds to others shall comply with the Company’s policies or related laws and regulations.
(III) A memorandum book shall be established for the fund-loaning activities, to be audited on regular basis by auditors.
IV. The loaning of funds to others shall be announced and reported as required by laws.
V. Operational Procedure
(I) The Company may only loan funds to the following counterparties:
1. Companies or firms having inter-company or inter-firm business transactions with the Company.
2. Companies or firms which the Board of Directors deems an inter-company or inter-firm short-term financing facility is necessary
(II) Evaluation Criteria for Loaning Funds
1. In case of the companies or firms having inter-company or inter-firm business transactions with the Company, the loaning of fund shall comply with the requirement of V. (III)2.
2. In case of the companies or firms to which the Board of Directors deems an inter-company or inter-firm short-term financing facility is necessary, the funds are only loaned under the following circumstances:
  - (1) The Company and the counterparty are parent company and subsidiary and the short-term financing facility is deemed necessary due to operating needs.
  - (2) The companies or firms invested by the Company with the equity method that are deemed short-term financing facility necessary to procurements or operational liquidity.
3. The definitions of parent company and subsidiary shall follow the International Accounting Standards.

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(III) The Total Amount of Loans and the Limit to Single Counterparty.
The total amount of financing facilities shall not exceed 40% of the Company’s net worth. Whereas:
- (1) For the companies or firms having inter-company or inter-firm business transactions with the Company, the total amount of loans shall not exceed 10% of the Company’s net worth.
- (2) For the companies or firms deemed an inter-company or inter-firm short-term financing facility necessary, the total amount of loans shall not exceed 40 percent of the Company’s net worth.
The limit of loan to single counterparty
- (1) For the companies or firms having inter-company or inter-firm business transactions with the Company, their individual limit of loans shall not exceed the amount of inter-firm business transactions in the recent year or 100% of the estimable actual amount of procurement or sales, the higher one prevailing, nor 10% of the Company’s net worth.
- (2) For the companies or firms deemed an inter-company or inter-firm short-term financing facility necessary, their individual limit of loans shall not exceed 10% of the Company’s net worth.
Between the overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares or between such overseas companies with the Company, the total amount of loans shall not exceed 20% of the Company’s net worth; the individual limit of loans shall not exceed 10% of the Company’s net worth.
The referred “net worth” is the net worth recorded in the financial statement of the latest period that is audited, attested or reviewed by CPAs
IV. Term of Loans
For the companies or firms having inter-company or inter-firm business transactions with the Company, the term of the loan is within a year, principally; for companies or firms deemed an inter-company or inter-firm short-term financing facility necessary, such term is within a year or a business cycle (the longer one prevails).
For the loans between the overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares or between such overseas companies with the Company, the term shall not exceed two years.
(V) Interest Calculation

The interest rate of the loans provided by the Company shall not be lower than the average interest rate of short-term borrowings from financial institutions. The repayment of such interests shall be paid monthly. For any exceptional circumstance, adjustment may be made upon the approval of the Board of Directors.

(VI) Hierarchy of decision-making authority

The loaning of funds to others may only be conducted upon the resolutions of the Board of Directors; no decision-making is authorized to others. The material loaning of funds shall be approved by the Audit Committee pursuant to regulated regulations and presented to the Board of Directors for resolution.

Loans of funds between the Company and its parent company or subsidiaries or between its subsidiaries, shall be submitted for a resolution by the board of directors pursuant to the preceding paragraph and the chairperson may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the board of directors and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down.

The "certain monetary limit" mentioned in the preceding paragraph on authorization for loans

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extended by the public company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the lending company, except in cases of companies in compliance with V (III).

Where the Company has appointed independent directors, when it loans funds to others, it shall take into full consideration each independent director's opinions; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors' meeting.

(VII) Handling and review procedure of loaning funds to others

Review procedure and approval of loans
1.1 Credit check

To all the companies or entity applying for loans, the credit checks shall be conducted thoroughly. The principles are as the following:

(1) For the first time borrowers, the borrower shall furnish photocopies of the related licenses and permits of the company and the ID of the representative, as well as the necessary financial information for credit check.
(2) For renewals of borrowing, the credit check shall be conducted annually as a principle. For the material loans, the credit check shall be conducted regularly as required.
(3) If a borrower has a good financial position and credit status, with the audited and attested annual financial statements by accountants, the investigation report made more than one year ago but less than two years may be applied, and the audited and attested annual financial statements by accountants may be referred to for the loan application.
1.2 Review and assessment.

For the loaning of funds within the limits specified in Article 5, the borrower shall fill in the application form for the unit in charge to prepare the concrete assessment report. The assessment reports shall include the following:

(1) The necessity of and reasonableness of extending loans to others.
(2) Borrower credit status and risk assessment.
(3) Impact on the company's business operations, financial condition and shareholders' equity.
(4) Whether collateral must be obtained and appraisal of the value thereof.
1.3 Approval of loans
(1) After a review and assessment, if the credit rating of the borrower is poor, or there are other reasons for not granting the loan, the personnel in charge shall have the reasons of rejecting loans signed and approved and inform the borrower as soon as possible.
(2) After a review and assessment, for the applications with good credit ratings, proper purpose and no adverse effect to the Company’s finance, business and shareholders’ interests, the personnel in charge shall submit the credit check, review and assessment reports, with the information including applied loan amount, term and interest rate, to the General Manger and the Chairman for approval. The implementation is only done upon the Board of Directors’ resolution pursuant to Article 8.
Notification of borrowers

Once the application of loan is approved, the personnel in charge shall inform the borrower as soon as possible, and specify the conditions of the loan, including limit, term, interest rate, collateral and guarantors. The borrower will be asked to sign the contract, set up the mortgage or pledge of the collaterals and obtain guarantee from the guarantors within the defined period, for the disbursement.

Contract signing and guarantee validation
(1) The covenants and terms of loan contracts shall be formulated by the personnel in

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charge, to be reviewed by the supervisors and legal counselors, before signing the contract

  - (2) The content of contracts shall conform to the approved loan conditions. After the borrower and joint guarantor(s) sign the contract, the personnel in charge shall validate the guarantee.

Safeguard
- (1) If the Board of Directors deems necessary, the loan of funds to others by the Company shall require collateral equivalent to the loans to be furnished by the borrower, and set up the pledge or mortgage, to secure the Company’s debt. If the borrower provides some individual or company with considerable financial position or credit, to substitute such collaterals, the Board of Directors may proceed by referring the opinions of Department of Finance. If the guarantor is a company, the guaranteeing company shall have clause allowing guarantee in its Articles of Incorporation and the meeting minute documenting related resolution by the shareholders’ meeting or the Board shall be provided.
- (2) Other than lands and exchangeable securities, all collaterals shall be insured for fire. Ships and vehicles shall be fully insured. The amount of coverage shall not be lower than the loan amount, as the principle and the Company shall be listed as the beneficiary in the policy. The name, quantity, location of storage, insurance conditions and endorsement of the underlying object listed in the insurance policy, shall conform to the loan conditions specified by the Company. If a building has not been numbered when setting, it shall be marked with the land number and the location where it locates.
- (3) The personnel in charge shall remind the borrowers to renew insurances before expirations.
Disbursement
- Once the loan application has completed all the required steps by the Operational Procedures, upon the verification of Department of Finance, the fund will be disbursed.
(VIII) Procedure of Announcement and Reporting
The Company shall announce and report the previous month's loan balances of its head office and subsidiaries by the 10[th] day of each month.
When the Company and the subsidiaries whose loans of funds reach one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence:
- (1) The aggregate balance of loans to others by the Company and its subsidiaries reaches 20% or more of the public company's net worth as stated in its latest financial statement.
- (2) The balance of loans by the public company and its subsidiaries to a single enterprise reaches 10% or more of the Company's net worth as stated in its latest financial statement.
- (3) The amount of new loans of funds by the Company or its subsidiaries reaches NT$10 million or more and reaches 2% or more of the public company's net worth as stated in its latest financial statement.
The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to V(VIII)2. (3)
“Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of boards of directors’ resolutions or other date that can confirm the counterparty and monetary amount of the loan of funds or endorsement/guarantee, whichever date is earlier.

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(IX) The Follow-up Control Measures to the Loaned Funds and the Handling Procedures for Overdue Debts
Once the loan is disbursed, the finance, business and credit status of the borrower shall be monitored always; if collaterals are provided, the values of such collaterals shall be monitored for fluctuations. Shall any fluctuation occur, the Chairman shall be reported to for his/her instruction, as the proper treatment.
Before the borrower repay the loan at or before the due date, the accrued interests shall be calculated first. Once the interests and the principal are fully paid, the promissory note may be cancelled and returned to the borrower, or the mortgage right may be cancelled.
Borrower shall immediately repay all the principal and interests when loans are due. If any extension is required due to inability of repayment at expiry, such extension shall be applied in advance, and granted upon the approval of the Board of Director. The extension for each loan shall not exceed six months and only be granted once. Breaching this requirement may result in the disposal of the collaterals or seeking of compensation from the guarantors by the Company pursuant to laws.
(X) Preparation of Memorandum Book

The Company shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the board of directors, lending/borrowing date and matters to be carefully evaluated under paragraph 1 of the preceding Article.

(XI) Internal Audit

The Company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Audit Committee in writing of any material violation found.

(XII) Controlling Procedures for the Loaning of Fund Provided by the Subsidiaries
In case any subsidiary of the Company intends to loan funds to other, the Company shall supervise the subsidiary to establish the operational procedures for loaning funds to others, pursuant to the requirements of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” issued by FSC Provided, if the Regulations or the operational procedures differs from the laws and regulations of the location where the subsidiary operates, the local laws and regulations prevail.
Where a subsidiary of the Company intends to make loans to others, the approval of the Company must be obtained. The dedicate personnel appointed by Department of Finance and the General Manager shall evaluate the necessity, reasonableness, risks of extending such loans to others, as well as the impacts to the operating risks, financial position, and shareholders’ interests of the parent company and subsidiaries, and report to the General Managers and the Chairman for approval.
Department of Finance shall obtain the subsidiaries’ memorandum books for fund-loaning activities at the beginning of each month.
The Company’s Department of Finance shall evaluate if the follow-up control Measures to the loaned Funds and the handling procedures for overdue debts of subsidiaries are appropriate.
The Company’s internal auditors shall regularly audit the compliance of the subsidiaries with the “Operating Procedures for Loaning Funds to Others” to prepare the audit reports. The findings and recommendations of the audit reports shall be notified to the audited subsidiaries for improvement upon approval. The tracking reports shall be prepared regularly, to ensure that the proper correction actions are taken timely.

(XIII) Penalties

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Shall the personnel in charge violate the requirement of Paragraph (III)-1. of V. Operational Procedure, the total limits of loaning funds to others, such person(s) shall be responsible to repay the loan with the borrower; if the Company sustains damages, such person(s) shall be responsible for the damages as well.
When handling the loans to others, if the manager and personnel in charge violate the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” issued by FSC, or the Company’s “Operational Procedures for Loaning Funds to Others,” the periodical appraisals are made pursuant to the Company’s regulations of managing HR, and such personnel will receive disciplinary actions based on the severity.
(XIV) Other Matters
If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds the limit, a public company shall adopt rectification plans and submit the rectification plans to the Audit Committee, and shall complete the rectification according to the timeframe set out in the plan.
The Company shall, pursuant to the requirements of International Accounting Standards, assess the loaned funds, and provide adequate amount for non-performing loans. The related information shall be properly disclosed in the financial reports, and furnished to the attesting CPAs for the necessary audit procedures.

(XV) Supplement to Related Laws

Shall anything not be specified in the Operating Procedure; the related laws shall prevail.

VI. The Operating Procedures shall be approved by the Audit Committee and passed by the Board of Directors, and submitted for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion to the Audit Committee and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Procedures.

Where the Company has appointed independent directors, the Board of Directors shall take into full consideration each independent director's opinion. If an independent director expresses any dissent or reservation, it shall be noted in the minutes of the board of directors meeting.

Where the Company has established the Audit Committee, when it adopts or amends its Operating Procedures, the procedures or amended procedures shall require the approval of one-half or more of all audit committee members and furthermore shall be submitted for a resolution by the Board of Directors.

If the approval of one-half or more of all Audit Committee members as required in the preceding paragraph is not obtained, the Operational Procedures may be implemented if approved by two-thirds or more of all directors and the resolution of the audit committee shall be recorded in the minutes of the Board of Directors meeting.

The terms "all audit committee members" in Paragraph 3 and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.

The Operating Procedures were established on October 19, 2018 The date of first amendment was June 13, 2019.

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Appendix 4

World Known MFG (Cayman) Limited

Shareholdings of Directors

I. The book closing date was April 19, 2020. The total issued shares are 33,899,000 shares.
II. The minimum required shares to be held by all directors are 3,600,000 shares. Currently, the directors’ shareholdings comply with the laws and regulations.
III. As of the book closure date, the directors' shareholdings position as recorded in the shareholder register, as the following:

==> picture [487 x 418] intentionally omitted <==

----- Start of picture text -----

Shareholding position as of
Nationality or Date of the book closure date
Title Name place of Term
elected Proportion of
registration Shares
shareholdings
Republic of October 3
Chairman Lu, Huang-Fu 1,336,000 3.94%
China 19, 2018 years
Republic of October 3
Director Lu, Chung-Wen 839,000 2.47%
China 19, 2018 years
Republic of October 3
Director Chang, Wu-Lung 700,000 2.06%
China 19, 2018 years
Republic of October 3
Director Lin, Yen-Huey
China 19, 2018 years
Director Sheng, Chien-Chih [Republic of ] October 3
China 19, 2018 years
AmTrust
Republic of October 3
Investment 2,000,000 5.9%
China 19, 2018 years
Director Consulting Corp.
Representative: Republic of October 3
Chen, Ming-Chieh China 19, 2018 years
Independent Republic of October 3
Wang, Wei
director China 19, 2018 years
Independent Hung, Jau-Shin Republic of October 3
director China 19, 2018 years
Independent Republic of October 3
Hsu, Fu-Hsiung
director China 19, 2018 years
Total of all directors 4,875,000 14.37%
Total of all independent directors 0 0
----- End of picture text -----

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Appendix 5

Effect upon business performance and earnings per share, and shareholders’ return of investment of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting:

No stock dividend distribution proposed or adopted at the most recent shareholders' meeting and thus not applicable.

Appendix 6

Description for the acceptance of shareholders’ proposals for the AGM this year:

Pursuant to Article 172-1 of the Company Act, shareholder(s) holding one percent or more of the total number of outstanding shares of the Company may propose a proposal for discussion at the 2020 AGM in writing. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than 300 words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders’ meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the AGM and shall take part in the discussion of such proposal.
The acceptance period for shareholders’ proposal to this AGM is April 11, 2020 to April 20, 2020, and has been announced on the MOPS pursuant to laws.
The Company has not received any proposal from any shareholders during such acceptance period

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WKG — AGM Information 2020

52415_rns_2020-07-17_141c5bd6-b635-4f25-a95f-cae886a4f275.pdf

World Known MFG (Cayman) Limited 2020 Annual General Meeting

Agenda Handbook

Table of contents

World Known MFG (Cayman) Limited

Procedure of 2020 Annual General Meeting

Two. Meeting Agendas

World Known MFG (Cayman) Limited

Agendas of 2020 Annual General Meeting

III. Reports

2. Please resolve.

World Known MFG (Cayman) Limited 2019 Business Report

I. Overview of business in 2019

(I) Performance of the business plan

World Known MFG(Cayman) Limited

Audit Committee Report

World Known MFG(Cayman) Limited

World Known MFG (Cayman) Limited

Comparison Table of Amended Rules of Procedures for Board of Directors Meetings

World Known MFG (Cayman) Limited

World Known MFG (Cayman) Limited

World Known MFG (Cayman) Limited

Independent Auditors’ Report

Opinion

Basis for Opinion

Emphasis of Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Emphasis of Matter

Key Audit Matters

1 Revenue Recognition

Description of key audit matter:

How the matter was addressed in our audit:

2 Assessment of Inventory

Description of key audit matter:

How the matter was addressed in our audit:

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) and subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

World Known MFG (Cayman) Limited

2018 Business Report

II. Summary of the 2019 Business Plan

III. Strategies of Future Development

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Description of key audit matter:

How the matter was addressed in our audit:

2. Inventory Valuation

Description of key audit matter:

3. Accounts Receivable Valuation

Description of key audit matter:

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

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

World Known MFG (Cayman) Limited Earnings Distribution Table 2018

Unit: NT$

World Known MFG (Cayman) Limited Earnings Distribution Table

2019

Unit: NT$

World Known MFG (Cayman) Limited

Comparison Table of Amended “Rules of Procedures for Shareholders’ Meetings”

World Known MFG (Cayman) Limited

WKG AGM Information 2020