YGG - AGM Information 2021 | FinancialReports.eu

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Stock Code: 1589

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Yeong Guan Energy Technology Group Company Limited 永冠能源科技集團有限公司

Meeting Agenda for the 2021 Annual General Meeting of Shareholders

Meeting Time: 9:00 a.m. on Thursday, June 17, 2021 Meeting Place: No.777, Daguan Rd., Dayuan Dist., Taoyuan City, Taiwan (Taoyuan Hall on the Second floor of Sheraton Taoyuan Hotel)

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

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|I. Meeting Procedure .................................................................................3|
|II. Meeting Agenda .....................................................................................4|
|1. Reporting Matters .................................................................................................. 5|
|2. Recognition Matters .............................................................................................. 6|
|3. Matters for Discussion ........................................................................................... 8|
|4. Election ............................................................................................................... 8|
|5. Other Matters ......................................................................................................... 9|
|6. Ad Hoc Motions .................................................................................................... 9|
|7. Adjournment .......................................................................................................... 9|
|III. Exhibits|.........................................................................................10|
|Exhibit 1: 2020 Business Report ............................................................................. 10|
|Exhibit 2: 2020 Audit Committee’s Review Report ............................................... 13|
|Exhibit 3: The Status of the Company’s Domestic Unsecured Convertible|
|Bonds in Taiwan for Fiscal Year of 2020 ........................................... 14|
|Exhibit 4: Comparison Table of Modified Articles on “Codes of Ethical|
|Conduct” .............................................................................................. 15|
|Exhibit 5 :Independent Auditors’ Report and Consolidated Financial|
|Statements ........................................................................................... 19|
|Exhibit 6: Profit Distribution Table for Year 2020 ................................................. 28|
|Exhibit 7 : Comparison Table of Modified Articles on “Rules of Procedure for|
|Shareholders Meetings” ...................................................................... 29|
|Exhibit 8 : Comparison Table of Modified Articles on “the Procedures for|
|Election of Directors of the Company” ............................................... 34|
|IV. Appendices .........................................................................................39|
|Appendix 1: Rules of Procedure for Shareholders Meetings .................................. 39|
|Appendix 2: Articles of Association ....................................................................... 47|
|Appendix 3: Procedures for Election of Directors .................................................. 93|
|Appendix 4: Table of Shareholding of All Directors .............................................. 96|
|Appendix 5: The Impact of Stock Dividend Issuance on Business Performance,|
|EPS, and Shareholder Return Rate .................................................... 97|

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This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

I. Meeting Procedure

Yeong Guan Energy Technology Group Company Limited

永冠能源科技集團有限公司

Procedure for the 2021 Annual General Meeting of Shareholders

Call the Meeting to Order
Chairman Remarks
Reporting Matters
Recognition Matters
Matters for Discussion
Election
Other Matters
Ad Hoc Motions
Adjournment

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

II. Meeting Agenda

Yeong Guan Energy Technology Group Company Limited

永冠能源科技集團有限公司

Year 2021

Agenda of Annual General Meeting of Shareholders

Time: 9:00 a.m. on Thursday, June 17[th] , 2021

Place: No.777, Daguan Rd., Dayuan Dist., Taoyuan City, Taiwan

(Taoyuan Hall on the Second floor of Sheraton Taoyuan Hotel)

Call the Meeting to Order
Chairman Remarks
Reporting Matters
(1) Business Report for Fiscal Year 2020
(2) Audit Committee’s Review Report for Fiscal Year 2020
(3) Report of Distribution Plan of Compensation for the director and employees for Fiscal Year 2020
(4) Status of the Company’s 3[st] Issuance of Domestic Unsecured Convertible Bonds for Fiscal Year 2020
(5) Report on the amendment to the Codes of Ethical Conduct of the Company
Recognition Matters
(1) Ratification of the Business Report and Consolidated Financial Statements for Fiscal Year 2020
(2) Ratification of the Proposal for Distribution of Profits for Fiscal Year 2020
Matters for Discussion
(1) Proposal for the amendments to the Rules of Procedure for Shareholders Meetings of the Company
(2) Proposal to amend the Procedures for Election of Directors of the Company
Election
(1) Proposal to Elect one Independent Director
Other Matters
(1) Proposal for releasing the newly-elected Independent Director from non-competition restriction
Ad Hoc Motions
Adjournment

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

1. Reporting Matters

Report No. 1:

Business Report for Fiscal Year 2020

Explanation:

The Business Report for Fiscal Year 2020 is attached hereto as Exhibit 1. Please refer to page 10~12.

Report No. 2

Audit Committee’s Review Report for Fiscal Year 2020

Explanation:

The Audit Committee has examined and approved the 2020 financial statements.
The Audit Committee’s Review Report for Fiscal Year 2020 is attached hereto as Exhibit 2. Please refer to page13

Report No. 3

Report of Distribution Plan of Compensation for the director and employees as compensation for Fiscal Year 2020

Explanation:

According to the Articles of Association of the Company, the Company shall set aside between two per cent (2%) and fifteen per cent (15%) of the surplus profit as compensation to employees (including the employees of the Company's subsidiaries, who meet certain qualifications) and shall set aside no more than three per cent (3%) of the surplus profit as remuneration for the directors. The distribution proposals in respect of employees' compensation and directors' remuneration shall be approved by a majority of the directors at a meeting attended by two-thirds or more of the total number of the directors and submitted to the shareholders' meeting for report. However, if the Company has accumulated losses, the Company shall reserve an amount thereof for making up the losses before proceeding with the abovementioned distributions and allocation. The "surplus profit" referred to above means the net profit before tax of the Company and for the avoidance of doubt, such amount is before any payment of compensation to employees and remuneration for the Directors
Pursuant to the relevant laws and the Articles of Association of the Company, NT$ 10,500,000) will be set aside as compensation to employees and will be distributed in cash.
The Company will not distribute any director's remuneration for Fiscal Year 2020.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Report No. 4:

Status of the Company’s 3rd Issuance of Domestic Unsecured Convertible Bonds for Fiscal Year 2020

Explanation:

For the need of future business development, construction of the factory, purchase of machines and equipment and increase in the working capital, the Company issued the Second Domestic Unsecured Convertible Bonds in Taiwan on August 18, 2015. To work with localization development schedule for offshore wind power industry prescribed in Taichung Port “Establishment of Offshore Wind Power Industry Assembly Park” issued by Taichung Port of the Ministry of Economic Affairs of Taiwan as well as to meet customer’s demand for casting product order, the Company will continue to proceed with its Taichung Casting Iron Factory building plan. This has resulted in the increase of amounts for factory building and purchase of machine and equipment prescribed in the original project. Total amount increased has exceeded more than 20% of total capital from original offering. As such, the Board of Directors passed a resolution on March 12, 2020 to amend capital utilization plan and such project is still ongoing.
For the need of future business development, construction of the factory, purchase of machines and equipment and increase in the working capital, the Company issued the Third Domestic Unsecured Convertible Bonds in Taiwan on September 3, 2020 and such project is still ongoing.
The Status of the Company’s Domestic Unsecured Convertible Bonds for Fiscal Year 2020 is attached hereto as Exhibit 3. Please refer to pages 14.

Report No. 5:

Report on the amendment to the Codes of Ethical Conduct of the Company Explanation:

Certain provisions of the Codes of Ethical Conduct of the Company are proposed to be amended pursuant to Ordinance Tai-Zheng-Zhi-Li-Zi No. 1090009468 issued by the Taiwan Stock Exchange Corporation on June 3, 2020 and due to actual operation need.
A comparison table of the amended provisions is attached; please refer to pages 15-18 (Exhibit 4).

2. Recognition Matters

Proposal No. 1: Proposed by the Board of Directors Ratification of the Business Report and Consolidated Financial Statements for

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Fiscal Year 2020

Explanation:

The Company’s Consolidated Financial Statements for the Fiscal Year 2020 have been certified and audited by certified public accountants (CPAs), Chih-Yuan, Chen and Ching-Jen, Chang of Deloitte & Touche, approved by the Board of Directors on March 16, 2021, and examined and approved by the Audit Committee. The Audit Committee has issued its Audit's Review Report.
The Business Report for the Fiscal Year 2020, CPAs’ Audit Report, and Consolidated Financial Statements are attached hereto as Exhibit 1 and Exhibit 5. Please refer to page 10~12 (Exhibit 1) and pages 19~27 (Exhibit 5).

Resolution:

Proposal No. 2: Proposed by the Board of Directors

Ratification of the Proposal for Distribution of Profits for Fiscal Year 2020 Explanation:

The Company's 2020 net profit after tax is NTD$513,143,216. The Company set aside statutory reserve of NTD$51,314,322 (10% of the net profit) in accordance with the applicable law and the Articles of Association of the Company, and revolving special reserve in the amount of NT$9,604,814. Together with the increase on the retained earnings due to the investment adjustment for the investment used the equity method and the undistributed earnings of NT$495,011,044 at the beginning of Fiscal Year 2020, the total distributable earnings is NT$966,444,752.
It is proposed to set aside NTD$165,926,279 from the distributable net profit of 2020 to distribute NTD$1.5 per share to shareholders as cash dividend. The distribution of cash dividend will be calculated by the method of “rounding down the digits below dollar”, and the amount of less than one dollar will be counted as the other income of the Company. After the ratification of this proposal in the Annual General Meeting, it is proposed that the Board is authorized with full power to take any actions that may be required in connection with the related issues of dividend distribution.
It is proposed to authorize the Board of Directors of the Company to set the record date, distribution date and to handle other relevant matters after the proposal is approved in the Annual General Meeting. It is further proposed to authorize the Chairman with full power to handle relevant matters if the distribution ratio needs to be adjusted due to purchase of the Company's shares by the Company, transfer, cancellation of the treasury shares, conversion of convertible bonds, or exercise of employee stock options.
Profit Distribution Table for Fiscal Year 2020 is attached hereto as Exhibit 6. Please refer to page28.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Resolution:

3. Matters for Discussion

Proposal No. 1: Proposed by the Board of Directors

Proposal for the amendments to the Rules of Procedure for Shareholders Meetings of the Company.

Explanation:

Certain provisions of the Rules of Procedure for Shareholders Meetings of the Company are proposed to be amended pursuant to Ordinance Tai-Zheng-Zhi-Li-Zi No. 11000014461 issued by the Taiwan Stock Exchange Corporation on January 28, 2021 and due to actual operation need.
The comparison table for the amendments is attached hereto as Exhibit 7. Please refer to page 29~33.

Resolution:

Discussion No. 2: Proposed by the Board of Directors

Proposal to amend the Procedures for Election of Directors of the Company. Explanation:

Due to the amendments to the Taiwan Company Act, the ruling issued by Taiwan competent authorityand the Company's actual operation need, it is proposed that the Rules of Procedure for Shareholders Meetings of the Company be amended.
The comparison table for the amendments is attached hereto as Exhibit 8. Please refer to page 34~38.

Resolution:

4. Election

Proposal No. 1: Proposed by the Board of Directors Proposal to elect one Independent Director. Explanation:

The number of directors elected (including independent directors) for this term are 11 seats. Due to the death of Mr. Chang, Cheng-Lung, the Company proposes to elect one independent director to meet the needs for operation. This election will adopt candidate nomination method.
Term for the newly-elected independent director shall end on June 19, 2022.
The education, work experience, and number of shares held by the candidate

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are as follows:

Name	Education	Work experience	Number of shares held by the candidates
Chang, Te-Wen	Department of Business, National Taiwan University	Director of Ushi Certified Public Accountants	0 shares

Election Result:

5. Other Matters

Proposal No. 1: Proposed by the Board of Directors Proposal for release the newly-elected Independent Director from non-competition restriction Explanation:

The Articles of Association of the Company provides that "a Director who is engaged in anything on his own account or on behalf of another person, which is within the scope of the Company's business, shall explain to the Members in a general meeting the essential contents of such conduct and seek their approval by supermajority resolution".
Considering the business need, it is proposed that the newly-elected independent director is released from such non-competition restriction.
This proposed shall be resolved by supermajority resolution.

Independent Director Company names and positions of concurrent employement Chang, Te-Wen Director of Ushi Certified Public Accountants

Resolution:

6. Ad Hoc Motions

7. Adjournment

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

III. Exhibits

Exhibit 1: 2020 Business Report

Business Report

2020 Business Conditions
(1) Business plan implementation results:
Yeong Guan Group’s 2020 consolidate revenue is NT$8.184 billion, 3.6% higher than the one for last year. Shipment quantities are 176,531 tons which are 7.6% higher than the ones for last year. As for profit, 2020 gross profit rate and operation net profit rate are 22% and 6% respectively; 2019 gross profit rate and operation net profit rate are 18% and 3% respectively. The consolidated net profit after tax amounted to NT$516,530,000, while profits increased by NT$353,004,000 compared to the previous year, EPS reached NT$4.81, increased by NT$3.27 compared to the previous year.
(2) Budget implementation conditions:
Not applicable since 2020 financial forecasts were not made public.
(3) Revenues, expenditures, and profitability analysis: Please refer to the consolidated income statement.
(4) R&D conditions:
R&D expenses accounted for 4% of the net operating revenue in 2020. The Group will continue its research efforts and implement updates of its production technologies. The goal lies in the acceleration of new product development schedules and reduction of defect rates as well as the gradual enhancement of product development capabilities and technologies.
Business Plan Overview
Yeong Guan Group is a major global supplier of castings for wind turbines, plastic injection molding machinery, and industrial machinery. The Group possesses advanced process technologies and metallurgical engineering technologies with high technology content. It provides premium product quality coupled with stable delivery times and has therefore earned the trust and loyalty of its clients. The Group’s core competitiveness lies in its industry-leading production scale, detail-oriented foundry technologies, and vertical integration capabilities.

Group Development Strategy:

(1) Short-term goals (1~2 years)
The output target for 2021 has been set at 185,000~195,000 tons in consideration of various factors including the global economic climate, the changing industry environment, market competition and supply and demand conditions, business development progress of new and existing customers worldwide, and the Group’s own production capacities.
In view of new growth trends generated by offshore wind power installations worldwide, the Taichung Harbor production base will be the key development project of the Group.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

In addition to the production of castings for large-scale offshore wind power installations, production capacities for injection molding and industrial machinery castings will also be increased. The Taichung Harbor project will be initiated in 2020 and relevant facilities are projected to be put into operation in 2022. Furthermore, planning and plant construction at the production base in Thailand will be expedited to facilitate the development of new markets and take advantage of the recently adopted official policy to attract investors to Thailand through preferential terms. Plant construction will be initiated in 2021 and is expected to last around two years.

(2) Mid-term goals (3~5 years)

Upon putting into operation of the completed plants in the Taichung Harbor area and in Thailand, a gradual transition to stable mass production will be implemented. The global demand for offshore wind power is gradually rising. The Group is therefore steadily enhancing the production capacities and efficiency of its operations at Taichung Harbor coupled with a decrease of production costs to take maximum advantage of opportunities generated by a brisk demand for offshore wind turbine castings.

Production capacities at the production base in Thailand will be expanded to meet international market developments and customer demands. Emerging economies in Southeast Asia create competitive advantages in the field of population structure (a large percentage of young adults), low labor costs, and strategic location. In addition, the European, American, and Japanese customers of the Group have expressed a strong intention to expand their supply chain deployment to minimize risks in the wake of the Sino-American trade war that erupted last year and the coronavirus pandemic this year. This represents a prime opportunity for Yeong Guan to provide globalized services for its customers and ensure stable long-term growth of its production capacities.

(3) Long-term goals (5~10 years)

The following planning initiatives have been adopted to enhance group competitiveness, fulfill the group’s corporate social responsibility, and achieve the goal of sustainable operations:

Continued establishment of an EHS (environmental protection, occupational health, and industrial safety) system

Substantial progress has been achieved in the fields of employee participation, production safety, operating environment improvements, product quality enhancements, delivery time and idle working hour reductions, and employee compensation and benefit enhancements. The implementation of the EHS system helps strengthen plant staff cohesion, optimize internal management of the plant, enhance the group’s corporate image, and generate economic and social benefits. In the future, the Group will continue to improve work environments and labor conditions to safeguard the lawful rights and interests of its employees.

Promotion of green supply chain innovation

GSI (Green Supplier Initiative) is implemented in cooperation with General Electric to

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

promote green supply chain innovation. The Group continues to replace outdated noise, dust, atmospheric, water treatment systems, lighting devices, excess heat recovery equipment and electric furnaces, digital management systems, and renewable energy equipment in a determined effort to promote green factories, advance toward the goal of energy conservation and carbon reduction, and turn into an eco-friendly company.

Digitized production management

MES (Manufacturing Execution System) is implemented to enhance the digitization standard of production management and lay the foundation for digital factories. The goal is to fully utilize the advanced management experiences of the Group in the casting industry to satisfy relevant requirements in the fields of planning, production, quality and equipment, realize transparency of production data and management, and achieve further enhancements in the field of accurate management.

Implementation of lean production management

The implementation framework of the EHS project and launch of MES and GSI projects is inextricably intertwined with on-site data optimization. Involved departments include production, technology, logistics, warehousing, planning, and quality. Lean production is based on system structure, staff organization, operation methods, and supply/demand considerations and is promoted in coordination with MES items. The goal is to ensure the capability of the production system to accommodate user needs in a rapid manner, streamline production processes by eliminating all unnecessary or superfluous elements, and strengthen production management models.

Promotion of talent training and inheritance

The Group designs relevant training programs in cooperation with General Electric to develop the capabilities of executives at all levels to solve problems in a proactive manner. Training contents are arranged in accordance with individual characteristics and work attributes to cultivate and stock up on outstanding management and technology talent and lay a solid foundation for Group sustainability.

In the future, the Group will continue to optimize its organizational management models in accordance with business policy planning. The goal is to gain a better understanding of customer needs, ensure a focus on customer values, upgrade the management and production capabilities of the organizational team, and implement ESG principles in an effort to perfect corporate governance. The Group aims to fulfill its CSR (corporate social responsibility) and maximize values with sustainability as the key objective.

We would like to avail ourselves of this opportunity to express our gratitude for your feedback and suggestions and look forward to your continued support and encouragement. We wish all shareholders good health and success!

Chairman: President: Chief accountant:

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Exhibit 2: 2020 Audit Committee’s Review Report

Yeong Guan Energy Technology Group Company Limited

永冠能源科技集團有限公司

Audit Report of the Audit Committee

To: Annual General Meeting for Year 2021

The Board of Directors has prepared and submitted to the Audit Committee the Business Report, Consolidated Financial Statements and Profits Distribution proposal. The above Business Report, Consolidated Financial Statements and Profits Distribution proposal have been examined and determined to be correct and accurate.

This Report is duly submitted in accordance with applicable laws.

Yeong Guan Energy Technology Group Company Limited 永冠能源科技集團有限公司

The Convener of the Audit Committee:

March 16, 2021

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Exhibit 3: The Status of the Company’s Domestic Unsecured Convertible Bonds in Taiwan for Fiscal Year of 2020

Exhibit 3: The Status of the Company’s Domestic Unsecured Convertible Bonds in Taiwan for Fiscal Year of 2020	Exhibit 3: The Status of the Company’s Domestic Unsecured Convertible Bonds in Taiwan for Fiscal Year of 2020	Exhibit 3: The Status of the Company’s Domestic Unsecured Convertible Bonds in Taiwan for Fiscal Year of 2020	Exhibit 3: The Status of the Company’s Domestic Unsecured Convertible Bonds in Taiwan for Fiscal Year of 2020
Current Status of Company Bonds
Type of Corporate Bond		2nd Issue of Domestic Unsecured ConvertibleBonds	3rd Issue of Domestic Unsecured Convertible Bonds
Issue(offer)Date		August 18,2015	September 3,2020
Denomination		NTD$100,000 each	NTD$100,000 each
Issuingand Traction Place		Taipei Exchange	Taipei Exchange
IssuingPrice		fullyissued atparprice	fullyissued at 103.56% ofparprice
Total Amount		NTD$2,500,000,000	The total face amount is NTD$1,500,000,000. The total amount receivedis NTD$1,553,389,000.
Interest Rate		0%	0%
Deadline		5-yearperiod;Due Date: August 18,2020	5-yearperiod;Due Date: September 3,2025
Guarantee Agency		None	None
Trustee		Trusts Department of Land Bank of Taiwan	Trusts Department of Land Bank of Taiwan
Underwriter		KGI Securities Co. LTD.	CTBC Securities Co.,Ltd
Certified Lawyer		Attorney Ya-Hsien Wang from Lee an Li Attorneys-At-Law	Attorney Ya-Hsien Wang from Lee an Li Attorneys-At-Law
Certified Accountant		Deloitte Touche Accountants Dong-fongLee andZhe-liGong	Deloitte Touche Accountants Chih-Yuan,Chen and Ching-Jen,Chang
Payback method		Except for redemption by the company or the exercise of put option or conversion by the bondholders, the sum to be repaid at maturity will include the face amount of the bonds plus coupon payment at 105.10% of the par value (annual yield is about 1%) in a one-offcashpayment.	The Company will repay the bonds at maturity at their face amount in a one-off cash payment.
OutstandingPrinciples		NTD$0	NTD$1,500,000,000
Provisions of redemption and prepayment		Please refer to the issuance and conversion plan.	Please refer to the issuance and conversion plan.
Restrictions		None	None
Credit rating agency, credit rating date, and corporate bondratingresults		None	None
Other rights	Converted (exchanged or subscribed) common shares, global depository receipts, or amount of other securities	No conversion has occurred as of August 18, 2020.	No conversion has occurred as of April 19, 2021.
	Issuance and conversion (exchange or subscription) procedures	Please refer to the market observation post system for bond issuance information	Please refer to the market observation post system for bond issuance information
Issuance and conversion, exchange and subscription, possible dilution on stock equity and impact on shareholder’s equity from issuance conditions		This bond has matured on August 18, 2020.	According to the current conversion price of NTD$99.5, if all bonds are converted to common shares, 15,075,376 shares need to be issued. The impact on shareholders’ equity is limited so far.
Commissioned agency for exchanged object		Not applicable	Not applicable

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Exhibit 4: Comparison Table of Modified Articles on “Codes of Ethical Conduct”

Modified Articles Existing Articles Explanation 1.These Guidelines are adopted for the 1.In order to establish the company's To be amended purpose of encouraging directors, good Code of Conduct to comply with pursuant to supervisors, and managerial officers of ethical standards, and to make all Ordinance the company (including general stakeholders of the company better Tai-Zheng-Zhi-Li-Zi managers or their equivalents, assistant understand the company's corporate No. 1090009468 general managers or their equivalents, ethics, this code is formulated in issued by the TSEC deputy assistant general managers or accordance with Article 1 of on June 3 their equivalents, chief financial and Guidelines for the Adoption of chief accounting officers, and other Codes of Ethical Conduct for persons authorized to manage affairs TWSE/GTSM Listed Companies. and sign documents on behalf of a company) to act in line with ethical standards, and to help interested parties better understand the ethical standards of such companies. 2. This standard includes the following 2. This standard includes the following To be amended eight matters: eight matters: pursuant to Prevention of conflicts of interest: Prevention of conflicts of interest: Ordinance Conflicts of interest occur when Conflicts of interest occur when Tai-Zheng-Zhi-Li-Zi personal interest intervenes or is likely personal interest intervenes or is likely No. 1090009468 to intervene in the overall interest of the to intervene in the overall interest of the issued by the TSEC company, as for example when a company, as for example when a on June 3 director, supervisor, or managerial director ~~, supervisor,~~ or managerial officer of the company is unable to officer of the company is unable to perform their duties in an objective and perform their duties in an objective and efficient manner, or when a person in efficient manner, or when a person in such a position takes advantage of their such a position takes advantage of their position in the company to obtain position in the company to obtain improper benefits for either themselves improper benefits for either themselves or their spouse, parents, children, or or their spouse, ~~parents, children, or~~ relatives within the second degree of ~~relatives within the third degree~~ of kinship. The company shall pay special kinship. The company shall pay special attention to loans of funds, provisions attention to loans of funds, provisions of guarantees, and major asset of guarantees, and major asset transactions or the purchase (or sale) of transactions or the purchase (or sale) of goods involving the affiliated enterprise goods involving the affiliated enterprise at which a director, supervisor, or at which a director, ~~supervisor~~ , or managerial officer works. The company managerial officer works. The company shall establish a policy aimed at shall establish a policy aimed at preventing conflicts of interest, and preventing conflicts of interest, and shall offer appropriate means for shall offer appropriate means for directors, supervisors, and managerial directors, ~~supervisors,~~ and managerial officers to voluntarily explain whether officers to voluntarily explain whether there is any potential conflict between there is any potential conflict between them and the company. them and the company. Minimizing incentives to pursue Minimizing incentives to pursue personal gain: personal gain:

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Modified Articles Existing Articles Explanation The company shall prevent its The company shall prevent its directors, supervisors, or managerial directors, ~~supervisors,~~ or managerial officers from engaging in any of the officers from engaging in any of the following activities: (1) Seeking an following activities: (1) Seeking an opportunity to pursue personal gain by opportunity to pursue personal gain by using company property or information using company property or information or taking advantage of their positions. or taking advantage of their positions. (2) Obtaining personal gain by using (2) Obtaining personal gain by using company property or information or company property or information or taking advantage of their positions. (3) taking advantage of their positions. (3) Competing with the company. When Competing with the company. When the company has an opportunity for the company has an opportunity for profit, it is the responsibility of the profit, it is the responsibility of the directors, supervisors, and managerial directors, supervisors, and managerial officers to maximize the reasonable and officers to maximize the reasonable and proper benefits that can by obtained by proper benefits that can by obtained by the company. the company. Confidentiality: Confidentiality: The directors, supervisors, and The directors, supervisors, and managerial officers of the company managerial officers of the company shall be bound by the obligation to shall be bound by the obligation to maintain the confidentiality of any maintain the confidentiality of any information regarding the company information regarding the company itself or its suppliers and customers, itself or its suppliers and customers, except when authorized or required by except when authorized or required by law to disclose such information. law to disclose such information. Confidential information includes any Confidential information includes any undisclosed information that, if undisclosed information that, if exploited by a competitor or disclosed, exploited by a competitor or disclosed, could result in damage to the company could result in damage to the company or the suppliers and customers. or the suppliers and customers. Fair trade: Fair trade: Directors, supervisors, and managerial Directors, supervisors, and managerial officers shall treat all suppliers and officers shall treat all suppliers and customers, competitors, and employees customers, competitors, and employees fairly, and may not obtain improper fairly, and may not obtain improper benefits through manipulation, benefits through manipulation, nondisclosure, or misuse of the nondisclosure, or misuse of the information learned by virtue of their information learned by virtue of their positions, or through misrepresentation positions, or through misrepresentation of important matters, or through other of important matters, or through other unfair trading practices. unfair trading practices. Safeguarding and proper use of Safeguarding and proper use of company assets: company assets: All directors, supervisors, and All directors, supervisors, and managerial officers have the managerial officers have the responsibility to safeguard company responsibility to safeguard company assets and to ensure that they can be assets and to ensure that they can be effectively and lawfully used for effectively and lawfully used for official business purposes; any theft, official business purposes; any theft,

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Modified Articles Existing Articles Explanation negligence in care, or waste of the negligence in care, or waste of the assets will all directly impact the assets will all directly impact the company's profitability. company's profitability. Legal compliance: Legal compliance: The company shall strengthen its The company shall strengthen its compliance with the Securities and compliance with the Securities and Exchange Act and other applicable Exchange Act and other applicable laws, regulations, and bylaws. laws, regulations, and bylaws. Encouraging reporting on illegal or Encouraging reporting on illegal or unethical activities: unethical activities: The company shall raise awareness of The company shall raise awareness of ethics internally and encourage ethics internally and encourage employees to report to a company employees to report to a company supervisor, managerial officer, chief supervisor, managerial officer, chief internal auditor, or other appropriate internal auditor, or other appropriate individual upon suspicion or discovery individual upon suspicion or discovery of any activity in violation of a law or of any activity in violation of a law or regulation or the code of ethical regulation or the code of ethical conduct. To encourage employees to conduct. To encourage employees to report illegal conduct, the company report illegal conduct, the company shall establish a concrete shall establish a concrete whistle-blowing system and make whistle-blowing system and make employees aware that the company will employees aware that the company will use its best efforts to ensure the safety use its best efforts to ensure the safety of informants and protect them from of informants and protect them from reprisals. reprisals. Disciplinary measures: Disciplinary measures: When a director, supervisor, or When a director, supervisor, or managerial officer violates the code of managerial officer violates the code of ethical conduct, the company shall ethical conduct, the company shall handle the matter in accordance with handle the matter in accordance with the disciplinary measures prescribed in the disciplinary measures prescribed in the code, and shall without delay the code, and shall without delay disclose on the Market Observation disclose on the Market Observation Post System (MOPS) the date of the Post System (MOPS) the date of the violation by the violator, reasons for the violation by the violator, reasons for the violation, the provisions of the code violation, the provisions of the code violated, and the disciplinary actions violated, and the disciplinary actions taken. It is advisable that the company taken. It is advisable that the company establish a relevant complaint system to establish a relevant complaint system to provide the violator with remedies. provide the violator with remedies. 3.The code of ethical conduct adopted 3.The code of ethical conduct adopted To be amended by a company must require that any by a company must require that any pursuant to exemption for directors, supervisors, or exemption for directors, supervisors, or Ordinance managerial officers from compliance managerial officers from compliance Tai-Zheng-Zhi-Li-Zi with the code be adopted by a with the code be adopted by a No. 1090009468 resolution of the board of directors, and resolution of the board of directors, and issued by the TSEC that information on the date on which that information on the date, and the on June 3 the board of directors adopted the period of, reasons for, and principles resolution for exemption, objections or behind the application of the exemption

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

the Chinese text shall prevail.
ModifiedArticles	ExistingArticles	Explanation
reservations of independent directors, and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on the MOPS, in order that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the code, and to safeguard the interests of the company by ensuring appropriate mechanisms for controlling any circumstance under whichsuchanexemptionoccurs.	be disclosed without delay on the MOPS.
4.The company shall disclose the code of ethical conduct it has adopted, and any amendments to it, on its company website, in its annual reports and prospectuses and on the MOPS.	4.The company shall disclose the code of ethical conduct it has adopted, and any amendments to it, in its annual reports and prospectuses and on the MOPS.	To be amended pursuant to Ordinance Tai-Zheng-Zhi-Li-Zi No. 1090009468 issued by the TSEC onJune 3
5.The company's code of ethical conduct, and any amendments to it, shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting. These rules were formulated on October 14, 2011 by the board of directors on October 14, 2011, and approved by the shareholders meeting on October 14, 2011. These rules were amended for the first time on March 16, 2021, and approved by the shareholders meeting on XX XX,2021.	5.The company's code of ethical conduct, and any amendments to it, shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting. These rules were formulated on October 14, 2011 by the board of directors on October 14, 2011, and approved by the shareholders meeting on October 14, 2011	Addition of an amendment history

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Exhibit 5 :Independent Auditors’ Report and Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders

YEONG GUAN ENERGY TECHNOLOGY GROUP CO., LTD.

Opinion

We have audited the accompanying financial report of YEONG GUAN ENERGY TECHNOLOGY GROUP CO., LTD. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the 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, 2020 and 2019, 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (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 Attestation of Financial Statements by Certified Public Accountants and 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 Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. 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.

Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2020 are stated as follows:

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

The Occurrence of Operating Revenue

With respect to the Group’s consolidated operating revenue for 2020, revenue from renewable energy products accounted for 67.97% of annual operating revenue. The revenue from major client products of renewable energy accounted for 96.73% of the annual revenue from renewable energy. Given the fact that operating revenue amount from such clients was material and had increased dramatically compared with the one for 2019, recognition of operating revenue from major clients of renewable energy category was therefore listed as a key audit matter.

With respect to this key audit matter, we hereto took the Group’s occurrence of operating revenue recognition into consideration in evaluating design and execution of operating revenue related to internal control. Samples were selected from renewable energy major clients to conduct verification test on detail items for the purpose of checking transaction vouchers as well as audit process for subsequent payment collection. Meanwhile, letters were sent to such clients to verify period-end account receivable balance for the purpose of verifying that operating revenue actually occur and amount was accurate.

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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (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 the 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,

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

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.
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 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.

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 for the year ended December 31, 2020, 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.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Deloitte and Touche CPA Chen, Chih-Yuan CPA Chang, Ching-Ren Financial Supervisory Commission Securities and Futures Committee, Executive Yuan Ministry of Finance Approval Document No. Approval Document No. Gin-Guan-Zheng-Shen-Tze Tai-Cai-Zheng-6-Tze No. 1060023872 No. 0920123784

March 16, 2021

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Yeong Guan Energy Technology Group Co., Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2020 and 2019

Unit: in thousands of NTD

	Dec.31,2020 Amount ％ $ 2,682,852 16 509,346 3 252,900 2 226,445 1 3,290,489 20 1,324,434 8 862,010 5 265,305 2 9,413,781 57 5,755,961 35 608,628 4 737 - 137,522 1 110,659 1 311,673 2 55,425 - 6,980,605 43 $ 16,394,386 100 $ 1,178,458 7 363 - 847,435 5 798,946 5 741,378 5 11,887 - 35,122 - - - 6,176 - 3,619,765 22 10,350 - 1,465,987 9 2,319,627 14 9,540 - 205,175 2 4,010,679 25 7,630,444 47 1,106,175 7 5,980,154 36 503,370 3 1,404,195 9 1,008,154 6 2,915,719 18 1,394,590) ( 9) 8,607,458 52 156,484 1 8,763,942 53 $ 16,394,386 100	Dec.31,2020 Amount ％ $ 2,682,852 16 509,346 3 252,900 2 226,445 1 3,290,489 20 1,324,434 8 862,010 5 265,305 2 9,413,781 57 5,755,961 35 608,628 4 737 - 137,522 1 110,659 1 311,673 2 55,425 - 6,980,605 43 $ 16,394,386 100 $ 1,178,458 7 363 - 847,435 5 798,946 5 741,378 5 11,887 - 35,122 - - - 6,176 - 3,619,765 22 10,350 - 1,465,987 9 2,319,627 14 9,540 - 205,175 2 4,010,679 25 7,630,444 47 1,106,175 7 5,980,154 36 503,370 3 1,404,195 9 1,008,154 6 2,915,719 18 1,394,590) ( 9) 8,607,458 52 156,484 1 8,763,942 53 $ 16,394,386 100		Dec.31,2019 Amount ％ $ 1,450,683 11 238,677 2 361,749 3 198,642 1 2,747,955 20 1,225,756 9 292,496 2 267,527 2 6,783,485 50 5,734,533 42 615,375 5 743 - 137,409 1 132,531 1 52,122 - 64,807 1 6,737,520 50 $ 13,521,005 100 $ 1,481,593 11 154 - 266,738 2 723,442 6 581,376 4 2,816 - 23,354 - 6,484 - 11,231 - 3,097,188 23 - - - - 2,376,733 18 14,716 - 210,301 1 2,601,750 19 5,698,938 42 1,056,175 8 5,553,059 41 487,072 4 1,024,331 7 943,981 7 2,455,384 18 1,403,516) (10) 7,661,102 57 160,965 1 7,822,067 58 $ 13,521,005 100
	Amount $ 2,682,852 509,346 252,900 226,445 3,290,489 1,324,434 862,010 265,305 9,413,781 5,755,961 608,628 737 137,522 110,659 311,673 55,425 6,980,605 $ 16,394,386 $ 1,178,458 363 847,435 798,946 741,378 11,887 35,122 - 6,176 3,619,765 10,350 1,465,987 2,319,627 9,540 205,175 4,010,679 7,630,444 1,106,175 5,980,154 503,370 1,404,195 1,008,154 2,915,719 1,394,590) 8,607,458 156,484 8,763,942 $ 16,394,386			Amount $ 1,450,683 238,677 361,749 198,642 2,747,955 1,225,756 292,496 267,527 6,783,485 5,734,533 615,375 743 137,409 132,531 52,122 64,807 6,737,520 $ 13,521,005 $ 1,481,593 154 266,738 723,442 581,376 2,816 23,354 6,484 11,231 3,097,188 - - 2,376,733 14,716 210,301 2,601,750 5,698,938 1,056,175 5,553,059 487,072 1,024,331 943,981 2,455,384 1,403,516) 7,661,102 160,965 7,822,067 $ 13,521,005
(		16 3 2 1 20 8 5 2 57 35 4 - 1 1 2 - 43 100 7 - 5 5 5 - - - - 22 - 9 14 - 2 25 47 7 36 3 9 6 18 ( 9) 52 1 53 100
			(

The accompanying notes are an integral part of the consolidated financial statement.

Chairman: Chang, Hsien-Ming General Manager: Chang, Hsien-Ming Chief Accountant: Tsai,Ching-Wu

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Yeong Guan Energy Technology Group Co., Ltd. and Subsidiaries

Consolidated Income Statement

For periods from January 1 to December 31 of 2020 and 2019

Unit: in thousands of NTD, Except Earnings Per Share

Code 4000 OPERATING REVENUE (Notes 4, 21 and 27) 5000 OPERATING COSTS (Notes 4, 10, 22 and 27) 5900 GROSS PROFIT OPERATING EXPENSES(Notes 9 and 22) 6100 Marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit loss 6000 Total operating expenses 6900 PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES 7100 Interest income(Notes 22) 7190 Other income (Notes 17, 22 and 27) 7235 Financial product net profit at fair value through profit and loss (Notes 4, 7 and 17) 7630 Foreign currency exchange net profit (Notes 22 and 30) 7510 Finance costs (Notes 17, 22 and 27) 7000 Total non-operating income and expenses 7900 PROFIT BEFORE INCOME TAX 7950 INCOME TAX EXPENSE(Notes 4 and 23) 8200 NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME(LOSS) 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences arising on translation of foreign operations 8500 TOTAL COMPREHENSIVE INCOME(LOSS) FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: 8610 Shareholders of the parent 8620 Non-controlling interests 8600 TOTAL COMPREHENSIVE INCOME(LOSS) ATTRIBUTABLE TO: 8710 Shareholders of the parent 8720 Non-controlling interests 8700 EARNINGS PER SHARE (Note 24) 9750 Basic 9850 Diluted			2020	％ 100 78 22 5 7 4 - 16 6 1 - - 1 ( 1) 1 7 1 6 - 6 6 - 6 6 - 6		2019	％ 100 82 18 5 7 3 - 15 3 1 - - 1 ( 2) - 3 1 2 ( 5) ( 3) 2 - 2 ( 3 ) - ( 3)


		(

The accompanying notes are an integral part of the consolidated financial statement.

Chairman: Chang, Hsien-Ming General Manager: Chang, Hsien-Ming Chief Accountant: Tsai,Ching-Wu

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Yeong Guan Energy Technology Group Co., Ltd. and Subsidiaries Consolidated Statement of Changes in Equity For periods from January 1 to December 31 of 2020 and 2019

Unit: in thousands of NTD

								EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4, 17 and 20)	EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4, 17 and 20)	EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4, 17 and 20)	EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4, 17 and 20)	EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4, 17 and 20)	EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4, 17 and 20)	EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4, 17 and 20)	EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4, 17 and 20)	EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4, 17 and 20)
CommonStock							Capital Surplus						RetainedEarnings					Treasury Stock ($99,209) - - - - 245,632) 344,841 - - - - - - - - - - - - - $ -	Exchange Differences on Translation of Foreign Operations ($1,021,629) - - ( 381,887) ( 381,887) - - - - (1,403,516) - - - - - 8,926 8,926 - - - ($ 1,394,590)
		(	Additional Paid-In Capital $5,680,887 - - - - - 305,376) - - 5,375,511 - - - - - - - 346,997 - $ 5,722,508		Stock Option $ 5,623 - - - - - - 5,238 ) - 385 - - - - - - - - 80,098 385 ) $ 80,098			Treasury Stock Transaction $ - - - - - - 28,673 - - 28,673 - - - - - - - - - $ 28,673								Total
(	$1,116,175 - - - - - 60,000) - - 1,056,175 - - - - - - - 50,000 - - $ 1,106,175			( (	$	(	$	$	(	$	$	$		( ( (	$		(	($		( ( ( ( ( (	$















																		$

The accompanying notes are an integral part of the consolidated financial statement.

Chairman: Chang, Hsien-Ming General Manager: Chang, Hsien-Ming Chief Accountant: Tsai,Ching-Wu

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Yeong Guan Energy Technology Group Co., Ltd. and Subsidiaries

Consolidated Statement of Cash Flows

For periods from January 1 to December 31 of 2020 and 2019

Unit: in thousands of NTD

Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Income before income tax A20010 Adjustments for: A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit loss recognized A20400 Net loss (gain) on fair value changes of financial assets and liabilities at fair value through profit or loss A20900 Finance costs A21200 Interest income A22500 Loss on disposal of property, plant and equipment A23800 Reversal of write-down of inventories A24100 Net gain on foreign currency exchange A24200 Loss from corporate bond payable sold back A29900 Amortization of prepaid lease payment A30000 Net change on operating assets and liabilities A31130 Notes receivable A31150 Account receivable A31200 Inventories A31240 Other current assets A32110 Financial instrument at fair value through profit and loss A32130 Notes payable A32150 Account payable A32180 Other payables A32230 Other current liabilities A32990 Other financial assets A33000 Operating net cash inflows (outflows) A33300 Interest paid A33500 Income tax paid AAAA Operating activity net cash inflows (outflows)	2020 $ 623,738 533,638 4,889 9,812 2,459 93,509 ( 48,462 ) 11,111 ( 61,753 ) ( 27,693 ) - ( 161 ) ( 27,130 ) ( 542,567 ) ( 32,355 ) 7,746 4,955 574,792 74,586 178,858 ( 5,032 ) ( 599,260) 775,680 ( 96,471 ) ( 81,436) 597,773	2019
		$ 221,328 551,376 7,030 3,615 ( 4,955) 161,634 ( 54,174) 1,697 ( 28,945) ( 39,556) 700 - 79,756 ( 1,058,012) 120,834 38,335 3,711 61,492 ( 80,690) 66,355 5,804 ( 163,674) ( 106,339) ( 160,678) ( 58,320) ( 325,337)

(to be continued)

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

(brought forward)

(brought forward)
Code CASH FLOWS FROM INVESTING ACTIVITIES B00050 Proceeds from disposal of financial assets at amortized cost B00100 Acquisition of financial asset at fair value through profit or loss B02300 Cash inflow generated from disposal of subsidiaries B02700 Purchase of property, plant and equipment B02800 Disposal of property, plant and equipment B04500 Payment for intangible assets B06700 (Increase) decrease in other non-current assets B07100 Increase in equipment prepayments B07500 Interests collected BBBB Investment activity net cash outflows CASH FLOWS FROM FINANCING ACTIVITIES C00100 Decrease in short term loan C01200 Issuance of bond C01300 Repayment of bond C01700 Repayment of long term loan C04020 Payments of lease liabilities C04500 Cash dividend C04500 Issuance of common stocks C04900 Treasury stock repurchase CCCC Financing activity net cash inflows (Outflows) DDDD EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES EEEE NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS E00100 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR E00200 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2020 $ 108,607 ( 270,108 ) - ( 503,599 ) 6,288 ( 4,556 ) 45,193 ( 328,827 ) 48,330 ( 898,672) ( 305,085 ) 1,549,294 ( 6,562 ) ( 28,084 ) ( 31,910 ) ( 52,808 ) 396,997 - 1,521,842 11,226 1,232,169 1,450,683 $ 2,682,852	2019
		108,818 ( 233,568 ) 221,000 ( 371,264 ) 4,781 ( 4,383 ) ( 10,499 ) ( 60,902 ) 55,266 ( 290,751) ( 374,400 ) - ( 87,227 ) ( 147,491 ) ( 30,045 ) - - ( 245,632) ( 884,795) ( 201,280) ( 1,702,163 ) 3,152,846 $ 1,450,683

The accompanying notes are an integral part of the consolidated financial statement.

Chairman: Chang, Hsien-Ming General Manager: Chang, Hsien-Ming Chief Accountant: Tsai, Ching-Wu

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Exhibit 6: Profit Distribution Table for Year 2020

PROFIT DISTRIBUTION TABLE

Year 2020

Yeong Guan Energy Technology Group Co., Ltd.

Yeong Guan Energy Technology Group Co., Ltd.
	Unit: NTD$
Items Beginning retained earnings Plus: Net profit after tax Revolving Special Reserve (Note) Minus: 10% legal reserve Distributable profit for the period Distributable items: Cash dividend－NT$1.50 per share End-of-yearUndistributed Earnings	Amount
	495,011,044 513,143,216 9,604,814 (51,314,322)
	966,444,752 165,926,279
	800,518,473

Note: Details for Special Reserve: Exchange Differences Calculated from Financial Statements for Offshore Operation Institute
Chairman: General Manager: Chief Accountant:

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Exhibit 7 : Comparison Table of Modified Articles on “Rules of Procedure for Shareholders Meetings”

	ModifiedArticles	ExistingArticles	Explanation
	1. To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.	1. To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the rules provided by rules and regulations established by the competent ~~securities authority.~~	To be amended pursuant to Ordinance Tai-Zheng-Zhi-Li-Zi No. 11000014461 issued by the Taiwan Stock Exchange Corporation on January 28, 2021
	3. (omit) Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of 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 Article 185, paragraph 1 shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the corporation, and such website shall be indicated in the above notice. Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting. Ashareholder holding one percent or	3. (omit) This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, 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. This Corporation 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, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and its shareholder services agent designated by this Corporation as well as being distributed on-site at themeeting	To be amended pursuant to Ordinance Tai-Zheng-Zhi-Li-Zi No. 11000014461 issued by the Taiwan Stock Exchange Corporation on January 28, 2021

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Modified Articles Existing Articles more of the total number of issued place. shares may submit to this Corporation The reasons for convening a a written proposal for discussion at a shareholders meeting shall be regular shareholders meeting. The specified in the meeting notice and number of items so proposed, public announcement. With the however, is limited to one only, and no consent of the addressee, the meeting proposal containing more than one notice may be given in electronic item will be included in the meeting form. agenda, provided a shareholder Matters pertaining to election or proposal for urging the corporation to discharge of directors, alteration of the promote public interests or fulfill its Articles of Incorporation, reduction of social responsibilities may still be capital, application for the approval of included in the agenda by the board of ceasing its status as a public company, directors.. In addition, when the approval of competing with the circumstances of any subparagraph of company by directors, surplus profit Article 172-1, paragraph 4 of the distributed in the form of new shares, Company Act apply to a proposal put reserve distributed in the form of new forward by a shareholder, the board of shares, dissolution, merger, spin-off, directors may exclude it from the or any matters as set forth in agenda. Paragraph I, Article 185 hereof shall Prior to the book closure date before a be itemized in the causes or subjects to regular shareholders meeting is held, be described and the essential contents this Corporation shall publicly shall be explained in the notice to announce its acceptance of convene a meeting of shareholders, shareholder proposals in writing or and shall not be brought up as electronically, and the location and extemporary motions; the essential time period for their submission; the contents may be posted on the website period for submission of shareholder designated by the competent authority proposals may not be less than 10 in charge of securities affairs or the days. company, and such website shall be Shareholder-submitted proposals are indicated in the above notice. limited to 300 words, and no proposal Where election of new directors and containing more than 300 words will supervisors is specified as the reason be included in the meeting agenda. for convening a shareholders meeting The shareholder making the proposal and the date of assuming office has shall be present in person or by proxy been clearly stipulated. Said date shall at the regular shareholders meeting not be modified by extraordinary and take part in discussion of the motion or other means in the same proposal. meeting upon completion of the Prior to the date for issuance of notice election process. of a shareholders meeting, this A shareholder holding 1 percent or Corporation shall inform the more of the total number of issued shareholders who submitted proposals shares may submit to the Company a of the proposal screening results, and written proposal for discussion at a shall list in the meeting notice the regular shareholders meeting. Such proposals that conform to the proposals, however, are limited to one provisions of this article. At the item only, and no proposal containing shareholders meeting the board of more than one item will be included in directors shall explain the reasons for the meeting agenda. A shareholder exclusion of anyxclusion of anyclusion of anylusion of anyusion of anyion of anyon of anyn of anyof anyf anyanynyy shareholder proposalshareholder proposalsareholder proposalsreholder proposalseholder proposalsholder proposalsolder proposalslder proposalsder proposalsr proposalsproposalsroposalsoposalslss proposal proposed for urging a

Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of anyxclusion of anyclusion of anylusion of anyusion of anyion of anyon of anyn of anyof anyf anyanynyy shareholder proposalshareholder proposalsareholder proposalsreholder proposalseholder proposalsholder proposalsolder proposalslder proposalsder proposalsr proposalsproposalsroposalsoposalslss

Explanation

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

the Chinese text shall prevail.
ModifiedArticles	ExistingArticles	Explanation
not included in the agenda.	company to promote public interests or fulfill 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. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (10) days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, 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 notincludedinthe agenda.
9. (omit) The chair shall call the meeting to order at the appointed meeting time and announce the relevant information such as the number of non-voting	9. (omit) The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a	To be amended pursuant to Ordinance Tai-Zheng-Zhi-Li-Zi No. 11000014461 issued by theTaiwan

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

the Chinese text shall prevail.
ModifiedArticles	ExistingArticles	Explanation
rights and the number of shares present.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 one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. (omit)	majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. (omit)	Stock Exchange Corporation on January 28, 2021
14. The election of directors (including independent directors) at a shareholders meeting shall be held in accordance with the applicable “Election and Appointment Procedures of Directors” adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors (including independent directors) and the numbers of votes with which they were elected. And the list of unsuccessful directors (including independent directors) and the number of voting rights obtained. (omit)	14. The election of directors (including independent directors)at a shareholders meeting shall be held in accordance with the applicable “Election and Appointment Procedures of Directors” adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors (including independent directors) and the numbers of votes with which they were elected. (omit)	To be amended pursuant to Ordinance Tai-Zheng-Zhi-Li-Zi No. 11000014461 issued by the Taiwan Stock Exchange Corporation on January 28, 2021.
15. (omit) 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 voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence ofthis Corporation.	15. (omit) 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 (including statistical weighting). Where directors~~and supervisors~~are elected, weighted votes for each candidates shall be disclosed. All meeting minutes shall be retained for the duration of the existence of the Company.	To be amended pursuant to Ordinance Tai-Zheng-Zhi-Li-Zi No. 11000014461 issued by the Taiwan Stock Exchange Corporation on January 28, 2021
16. Onthe day ofa shareholdersmeeting,	16. Onthe day ofa shareholdersmeeting,	To be amended pursuant to

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

the Chinese text shall prevail.
ModifiedArticles	ExistingArticles	Explanation
this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market)regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.	this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.	Ordinance Tai-Zheng-Zhi-Li-Zi No. 11000014461 issued by the Taiwan Stock Exchange Corporation on January 28, 2021
20.These regulations and all amendments hereof shall come into effect upon approval by a shareholders meeting and the date of listing of the stocks of this company on the Taiwan Stock Exchange. These rules were formulated on May 5, 2010 These rules were amended for the first time on June 17, 2013. These rules were amended for the second time on June 6, 2014. These rules were amended for the third time on June 13, 2017. These rules were amended for the fourth time on June 19, 2020. These rules were amended for the fifth time on XX XX, 2021.	20.These regulations and all amendments hereof shall come into effect upon approval by a shareholders meeting and the date of listing of the stocks of this company on the Taiwan Stock Exchange. These rules were formulated on May 5, 2010 These rules were amended for the first time on June 17, 2013. These rules were amended for the second time on June 6, 2014. These rules were amended for the third time on June 13, 2017. These rules were amended for the fourth time on June 19, 2020.	Addition of an amendment history

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Exhibit 8 : Comparison Table of Modified Articles on “the Procedures for Election of Directors of the Company”

ModifiedArticles	ExistingArticles	Explanation
1. To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.	1. To ensure a just, fair, and open election of directors and supervisors, these Procedures are adopted pursuant to Regulations.	Cooperate with practical operations and clarify the basis for compliance with laws and regulations, and make text amendments as appropriate.
4. (Deleate)	4. ~~Each independent director shall have~~ ~~the below qualifications:~~ ~~1. creditable and dependable;~~ ~~2. with fair judgment;~~ ~~3. with professional knowledge;~~ ~~4. with fluent experience; and~~ ~~5. the ability to understand financial~~ ~~statements.~~ ~~In addition to the above qualifications,~~ ~~at least one of the independent~~ ~~directors shall have accounting or~~ ~~finance background.~~	To cooperate with the practical operation, delete the content of Article 4.
4 The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.	~~5~~ The qualifications and election for the independent directors of this Corporation shall comply with Articles of~~the Regulations.~~	1. Cooperate with practical operations and clarify the basis for compliance. 2. To coordinate with the deletion of Article 4, adjust the article number.
5. Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set outin Article192-1ofthe Company	~~6~~ Election of independent directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set outin Article192-1ofthe Company	1.To coordinate with the amendment to Article 192-1 of the Company Law to simplify the proceduresfor

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

the Chinese text shall prevail.
ModifiedArticles		ExistingArticles	Explanation
Act. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.	Act.~~The Company shall review the~~ ~~qualifications,~~ ~~education,~~ ~~working~~ ~~experience,~~ ~~background,~~ ~~and~~ ~~the~~ ~~existence of any other matters set forth~~ ~~in Article 30 of the Company Act with~~ ~~respect~~ ~~to~~ ~~nominee~~ ~~independent~~ ~~directors and may not arbitrarily add~~ ~~requirements for documentation of~~ ~~other qualifications. It shall further~~ ~~provide the results of the review to~~ ~~shareholders for their reference, so~~ ~~that qualified independent directors~~ ~~will be elected.~~ When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s Articles of Incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under paragraph 1 of Article 14-2 of the Securities and Exchange Act, ~~listing~~ ~~rules~~ ~~of~~ ~~TWSE-listed~~ ~~companies, or item 8 of the “Standards~~ ~~for Determining Unsuitability for~~ ~~TPEx~~ ~~Listing~~ ~~under~~ ~~Article~~ ~~10,~~ ~~Paragraph 1 of the Taipei Exchange~~ ~~Rules Governing the Review of~~ ~~Securities for Trading on the TPEx”,~~a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.		appointing directors and amend the first paragraph. 2. To coordinate with the deletion of Article 4, amended the article number.
6. (omit)	~~7~~ (omit)		To coordinate with the deletion of Article 4, adjust the articlenumber.
7	~~8~~		To coordinate with

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

the Chinese text shall prevail.
ModifiedArticles	ExistingArticles	Explanation
(omit)	(omit)	the deletion of Article 4, adjust the articlenumber.
8 (omit)	~~9~~ (omit)	To coordinate with the deletion of Article 4, adjust the articlenumber.
9 (omit)	~~10~~ (omit)	To coordinate with the deletion of Article 4, adjust the articlenumber.
	~~11~~ ~~If a candidate is a shareholder, a voter~~ ~~must enter the candidate's account~~ ~~name and shareholder account number~~ ~~in the "candidate" column of the~~ ~~ballot; for a non-shareholder, the voter~~ ~~shall enter the candidate's full name~~ ~~and identity card number. When the~~ ~~candidate~~ ~~is~~ ~~a~~ ~~juristic-person~~ ~~shareholder,~~ ~~the~~ ~~name~~ ~~of~~ ~~the~~ ~~juristic-person shareholder shall be~~ ~~entered~~ ~~in~~ ~~the~~ ~~column~~ ~~for~~ ~~the~~ ~~candidate's account name in the ballot~~ ~~paper, or both the name of the~~ ~~juristic-person shareholder and the~~ ~~name of its representative may be~~ ~~entered. When there are multiple~~ ~~representatives, the names of each~~ ~~respective representative~~ ~~shall be~~ ~~entered.~~	1.Deleted in accordance with the Financial Regulatory 2.Commission’s order Jin Guan Zheng Jiao Zi No. 1080311451 issued on April 25, 2019.
10 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by a person with the right to convene. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballot does not conform to the director candidate list. 5. Other words or marks are entered in addition to the number of voting rights allotted.	~~12~~ A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by the board of directors. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity cardnumberdonotmatch.	1. To coordinate with the deletion of Article 4 and 11, adjust the article number. 2. Amendment of this clause in accordance with the regulations of Article 173 of the Company Act, and the Financial Regulatory Commission’s order Jin Guan Zheng Jiao Zi No. 1080311451 issued on April

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

the Chinese text shall prevail.
ModifiedArticles	ExistingArticles	Explanation
	5. Other words or marks are entered in addition to the candidate's account name or shareholder account number or identity card number and the number of voting rights allotted. 6. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot toidentify such individual.	25, 2019.
11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site. 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 one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.	~~13~~ The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and independent directors and the numbers of votes with which they were elected, shall be announced by the chair on the site. 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 one year. If, however, a shareholder files a lawsuit pursuant to the Company Act, the ballots shall be retained until the conclusionofthelitigation.	1. To coordinate with the deletion of Article 4 and 11, adjust the article number. 2. Cooperate with practical operations and make text amendments as appropriate.
12 The board of directors of this Corporation shall issue notifications to the persons elected as directors.	~~14~~ The board of directors of the Company shall issue notifications to the persons elected as directors or independent directors.	1. To coordinate with the deletion of Article 4 and 11, adjust the article number. 2. Cooperate with practical operations and make text amendments as appropriate.
13 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting. These Procedures were formulated on January 29, 2010. These Procedures were amended for thefirst time onJune13,2017	~~15~~ These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting. These Procedures were formulated on January 29, 2010. These Procedures were amended for thefirst time onJune13,2017	1. To coordinate with the deletion of Article 4 and 11, adjust the article number. 2. Addition of an amendment history

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

	the Chinese text shall prevail.
	ModifiedArticles	ExistingArticles	Explanation
	These rules were amended for the second time on XX XX, 2021.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

IV. Appendices

Appendix 1: Rules of Procedure for Shareholders Meetings

Article 1 To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the rules provided by rules and regulations established by the competent securities authority.

Article 2 The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by applicable laws (Cayman Islands laws and Taiwan Stock Exchange Corporation regulations) or the articles of incorporation, shall be as provided in these Rules.
Article 3 Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, 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. This Corporation 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, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and its shareholder services agent designated by this Corporation as well as being distributed on-site at the meeting place.

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

Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 hereof shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.

Where election of new directors and supervisors is specified as the reason for convening a shareholders meeting and the date of assuming office has been clearly stipulated. Said date shall not be modified by extraordinary motion or other means in the same meeting upon completion of the election process.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder proposal proposed for urging a company to promote public interests or fulfill 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. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (10) days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, 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 this Corporation 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 this Corporation 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 this Corporation, 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 this Corporation 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 the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting.

Shareholders meetings shall be convened in Taiwan if shares of this company are already traded on the Taiwan Stock Exchange. If the board of directors resolves to convene a shareholders meeting in areas other than Taiwan, the company shall apply for permission by the Taiwan Stock Exchange within three days upon adoption of said resolution by the board of directors.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

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

This Corporation 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. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend.
Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Corporation 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. This Corporation 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 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.

For a shareholders meeting called by the board of directors, it is advisable that the board chairperson chair the meeting, that a majority of the directors attend in person, and that at least one member of each functional committee attend as representative. Attendance details should be recorded in the shareholders meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

there are two or more such convening parties, they shall mutually select a chair from among themselves.

This Corporation 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 This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9 Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.

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

Article 10 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Voting by poll shall be adopted for relevant proposals (incl. extraordinary motions and amended proposals). 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

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

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. Sufficient time shall be allowed for voting
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 this Corporation, 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 paragraphs shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Company holds a shareholders meeting, it may allow the shareholders to exercise voting rights by electronic means or written correspondence; when

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

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 this Corporation 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 this Corporation, 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 of the Republic of China (Taiwan) and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders and to arrange for their shareholders to vote on each separate proposal in the shareholders meeting agenda, and following conclusion of the meeting, to enter the voting results the same day, namely the numbers of votes cast for and against and the number of abstentions, on the Market Observation Post System.

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 this Corporation.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 14 The election of directors (including independent directors)at a shareholders meeting shall be held in accordance with the applicable “Election and Appointment Procedures of Directors” adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

those elected as directors (including independent 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. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

This Corporation 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 (including statistical weighting). Where directors and supervisors are elected, weighted votes for ech candidates shall be disclosed. All meeting minutes shall be retained for the duration of the existence of the Company.

Article 16 On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation 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 this Corporation, 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

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

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

Article 19 If the regulations set forth in these rules conflict with the articles of incorporation of this company, the regulations set forth in the articles of incorporation shall prevail.

If these rules conflict with applicable laws (applicable regulations set forth in the laws of the Cayman Islands and the Taiwan Stock Exchange). The relevant provisions that conflict with said laws shall be invalid and matters governed by these provisions shall be handled pursuant to relevant applicable laws

Article 20 These regulations and all amendments hereof shall come into effect upon approval by a shareholders meeting and the date of listing of the stocks of this company on the Taiwan Stock Exchange. These rules were formulated on May 5, 2010 These rules were amended for the first time on June 17, 2013. These rules were amended for the second time on June 6, 2014. These rules were amended for the third time on June 13, 2017. The fourth amendment was adopted on June 19, 2020.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Appendix 2: Articles of Association

ELEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Yeong Guan Energy Technology Group Company Limited 永冠能源科技集團有限公司

(Adopted by a special resolution passed by the members of the company on June 19, 2020 and with effect from June 19, 2020)

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Table A INTERPRETATION 1. Definitions SHARES 2. Power to Issue Shares 3. Redemption and Purchase of Shares 4. Rights Attaching to Shares 5. Share Certificates 6. Preferred Shares REGISTRATION OF SHARES 7. Register of Members 8. Registered Holder Absolute Owner 9. Transfer of Registered Shares 10. Transmission of Shares ALTERATION OF SHARE CAPITAL 11. Power to Alter Capital 12. Variation of Rights Attaching to Shares DIVIDENDS AND CAPITALISATION 13. Dividends 14. Capital Reserve and Power to Set Aside Profits 15. Method of Payment 16. Capitalisation MEETINGS OF MEMBERS 17. Annual General Meetings 18. Extraordinary General Meetings 19. Notice 20. Giving Notice 21. Postponement of General Meeting	22. Quorum and Proceedings at General Meetings 23. Chairman to Preside 24. Voting on Resolutions 25. Proxies 26. Proxy Solicitation 27. Dissenting Member's Appraisal Right 28. Shares that May Not be Voted 29. Voting by Joint Holders of Shares 30. Representation of Corporate Member 31. Adjournment of General Meeting 32. Directors Attendance at General Meetings DIRECTORS AND OFFICERS 33. Number and Term of Office of Directors 34. Election of Directors 35. Removal of Directors 36. Vacancy in the Office of Director 37. Compensation of Director 38. Defect in Election of Director 39. Directors to Manage Business 40. Powers of the Board of Directors 41. Register of Directors and Officers 42. Officers 43. Appointment of Officers 44. Duties of Officers 45. Compensation of Officers 46. Conflicts of Interest 47. Indemnification and Exculpation of Directors and Officers	MEETINGS OF THE BOARD OF DIRECTORS 48. Board Meetings 49. Notice of Board Meetings 50. Participation in Meetings by Video Conference 51. Quorum at Board Meetings 52. Board to Continue in the Event of Vacancy 53. Chairman to Preside 54. Validity of Prior Acts of the Board CORPORATE RECORDS 55. Minutes 56. Register of Mortgages and Charges 57. Form and Use of Seal TENDER OFFER AND ACCOUNTS 58. Tender Offer 59. Books of Account 60. Financial Year End AUDIT COMMITTEE 61. Number of Committee Members 62. Powers of Audit Committee VOLUNTARY WINDING-UP AND DISSOLUTION 63. Winding-Up CHANGES TO CONSTITUION 64. Changes to Articles 65. Discontinuance OTHERS 66. Shareholder Protection Mechanism 67. Social Responsibilities

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

THE COMPANIES LAW (2020 Revision) COMPANY LIMITED BY SHARES

TWELFTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Yeong Guan Energy Technology Group Company Limited

永冠能源科技集團有限公司

(Adopted by a special resolution passed by the members of the company on June 19, 2020 and with effect from June 19, 2020)

Table A

The regulations in Table A in the First Schedule to the Law (as defined below) do not apply to the Company.

INTERPRETATION

1. Definitions

1.1 In these Amended and Restated Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

Applicable Law

Applicable Public Company Rules

Articles

the Applicable Public Company Rules, the Law or such other rules or legislation applicable to the Company;

the ROC laws, rules and regulations (including, without limitation, the Company Law, the Securities and Exchange Law, the Business Mergers and Acquisitions Act, the rules and regulations promulgated by the FSC and the rules and regulations promulgated by the TSE, as amended from time to time) affecting public reporting companies or companies listed on any ROC stock exchange or securities market that from time to time are required by the relevant regulator as applicable to the Company;

these Articles of Association as altered from time to time;

Audit Committee

the audit committee under the Board, which shall

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

comprise solely of Independent Directors of the Company;

Board

the board of directors appointed or elected pursuant to these Articles and acting at a meeting of directors at which there is a quorum in accordance with these Articles;
Capital Reserve for the purpose of these Articles only, comprises of the premium (meaning such amount above par value of the shares) paid on the issuance of any share under the Law and income from endowments received by the Company;
Chairman the Director elected by and amongst all the Directors as the chairman of the Board;
Company Yeong Guan Energy Technology Group Company Limited 永冠能源科技集團有限公司 ;
Compensation Committee a committee established by the Board, which shall be comprised of professional individuals appointed by the Board and having the functions, in each case, prescribed by the Applicable Public Company Rules;
Cumulative Voting the voting mechanism for an election of Directors as described in Article 34.2;
Directors the directors for the time being of the Company and shall include any and all Independent Director(s);
Dissenting Member has the meaning given thereto in Article 27.2;
Electronic Record has the same meaning as in the Electronic Transactions Law;
Electronic Transactions Law the Electronic Transactions Law (2003 Revision) of the Cayman Islands;
Family Relationship within Second in respect of a person, means another person who is Degree of Kinship related to the first person either by blood or by marriage of a member of the family and within the second degree to include the parents, siblings, grandparents, children and grandchildren of the person as well as spouse’s parents, siblings and grandparents;

FSC

Independent Directors

The Financial Supervisory Commission of the Republic of China;

the Directors who are elected as "Independent

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Directors" for the purpose of Applicable Public Company Rules;

Joint Operation Contract

a contract between the Company and one or more person(s) or entit(ies) where the parties to the contract agree to pursue the same business venture and jointly bear losses and enjoy profits arising out of such business venture in accordance with the terms of such contract;

The Companies Law (2020 Revision) of the Cayman Islands and every modification, reenactment or revision thereof for the time being in force;
Law
a contract or arrangement between the Company and any other person(s) pursuant to which such person(s) lease or rent from the Company the necessary means and assets to operate the whole business of the Company in the name of such person, and as consideration, the Company receives a pre-determined compensation from such person;
Lease Contract
Management Contract a contract or arrangement between the Company and any other person(s) pursuant to which such person(s) manage and operate the business of the Company in the name of the Company and for the benefits of the Company, and as consideration, such person(s) receive a pre-determined compensation while the Company continues to be entitled to the profits (or losses) of such business;
Market Observation Post System the public company reporting system maintained by the Taiwan Stock Exchange Corporation, via http://mops.twse.com.tw/;
Market Observation Post System
Member the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;
Memorandum the memorandum of association of the Company; Notice written notice as further provided in these Articles unless otherwise specifically stated;
Merger a transaction whereby:

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

(a) a "merger" or "consolidation" as defined under the Law; or

(b) other forms of mergers and acquisitions which fall within the definition of "merger" or "acquisition" under the Applicable Public Company Rules;

month calendar month; Officer any person appointed by the Board to hold an office in the Company; ordinary resolution a resolution passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by not less than a simple majority of the votes cast;

Private Placement has the meaning given thereto in Article 11.6; Preferred Shares has the meaning given thereto in Article 6; Register of Directors and Officers the register of directors and officers referred to in these Articles;

Register of Members the register of members of the Company maintained in accordance with the Law and (as long as the Company is listed on the TSE) the Applicable Public Company Rules;

Registered Office the registered office for the time being of the Company;

Related Person(s) the persons as defined in Article 33.2; ROC Taiwan, the Republic of China;

Seal the common seal or any official or duplicate seal of the Company;

Secretary

the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;

share(s) share(s) of par value NT$10 each in the Company and includes fraction of a share;

Share Swap

a 100% share swap as defined in the ROC Business Mergers and Acquisitions Act whereby a company (the "Acquiring Company") acquires all the issued and outstanding shares of another company with the consideration being the shares of the Acquiring

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Company, cash or other assets;

special resolution

Spin-off
Subsidiary
supermajority resolution
a resolution passed by a majority of at least two-thirds (or such greater number as may be specified in these Articles, if any) of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given;
a spin-off as defined in the ROC Business Mergers and Acquisitions Act whereby a company transfers a part or all of its business that may be operated independently to an existing company or newly incorporated company (the "Acquirer") with the consideration being the shares of the Acquirer, cash or other assets;
with respect to any company, (1) the entity, one half or more of whose total number of the issued voting shares or the total amount of the share capital are directly or indirectly held by such company; (2) the entity that such company has a direct or indirect control over its personnel, financial or business operation; (3) the entity, one half or more of whose shareholders involved in management or board of directors are concurrently acting as the shareholders involved in management or board of directors of such company; and (4) the entity, one half or more of whose total number of the issued voting shares or the total amount of the share capital are held by the same shareholder(s) of such company;

a resolution passed by Members (present in person, by proxy or corporate representative) who represent a majority of the outstanding issued shares of the Company as, being entitled to do so, vote in person or, in the case of such Members as are corporations, by their respective duly representative or, where proxies are allowed, by proxy at a duly convened general meeting attended by Members (present in person, by proxy or corporate representative) who represent two-thirds or more of the total outstanding shares of the Company entitled to vote thereon or, if the total number of shares represented by the Members

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

(present in person, by proxy or corporate representative) at the general meeting is less than two-thirds of the total outstanding shares of the Company entitled to vote thereon, but more than one half of the total outstanding shares of the Company entitled to vote thereon, means instead, a resolution adopted at such general meeting by the Members (present in person, by proxy or corporate representative) who represent two-thirds or more of the total number of shares entitled to vote on such resolution at such general meeting;
TDCC means the Taiwan Depository & Clearing Corporation;
Treasury Shares has the meaning given thereto in Article 3.11; Threshold means the spousal relationship and/or Family Relationship within Second Degree of Kinship threshold for members of the Board as defined in Article 33.2;

TSE The Taiwan Stock Exchange Corporation; and Year calendar year.

1.2 In these Articles, where not inconsistent with the context:
(a) words denoting the plural number include the singular number and vice versa;
(b) words denoting the masculine gender include the feminine and neuter genders;
(c) words importing persons include companies, associations or bodies of persons whether corporate or not;
(d) the words:
- (i) "may" shall be construed as permissive; and
- (ii) "shall" shall be construed as imperative;
(e) "written" and "in writing" include all modes of representing or reproducing words in visible form, including the form of an Electronic Record;
(f) a reference to statutory provision shall be deemed to include any amendment or reenactment thereof;
(g) unless otherwise provided herein, words or expressions defined in the Law shall bear the same meaning in these Articles; and
(h) Section 8 of the Electronic Transactions Law shall not apply to the extent that it imposes obligations or requirements in addition to those set out.
1.3 In these Articles expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

1.4 Headings used in these Articles are for convenience only and are not to be used or relied upon in the construction hereof.

2. Power to Issue Shares

2.1 Subject to these Articles and any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares of the Company on such terms and conditions as it may determine and any shares or class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by resolution of the Members prescribe, provided that no share shall be issued at a discount except in accordance with the Law.
2.2 Unless otherwise provided in these Articles, the issue of new shares of the Company shall be approved by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors. The issue of new shares shall at all times be subject to the sufficiency of the authorized capital of the Company.
2.3 Where the Company increases its issued share capital by issuing new shares for cash consideration in the ROC the Company shall allocate 10% of the total amount of the new shares to be issued, for offering in the ROC to the public ("Public Offering Portion") unless it is not necessary or appropriate, as determined by the FSC or TSE, for the Company to conduct the aforementioned public offering. However, if a percentage higher than the aforementioned 10% is resolved by the Members in a general meeting by ordinary resolution to be offered, the percentage determined by such resolution shall prevail and shares corresponding to such percentage shall be reserved as Public Offering Portion. The Company may also reserve up to 15% of such new shares for subscription by its employees (the “Employee Subscription Portion”).
2.4 Unless otherwise resolved by the Members in general meeting by ordinary resolution, where the Company increases its issued share capital by issuing new shares for cash consideration, after allocation of the Public Offering Portion and the Employee Subscription Portion pursuant to Article 2.3 hereof, the Company shall make a public announcement and notify each Member that he is entitled to exercise a pre-emptive right to purchase his pro rata portion of the remaining new shares, to be issued in the capital increase for cash consideration. The Company shall state in such announcement and notices to the Members the procedures for exercising such pre-emptive rights. Where an exercise of the pre-emptive right may result in fractional entitlement of a Member, the entitlements (including fractional entitlements) of two or more Members may be combined to jointly subscribe for one or more whole new shares in the name of a single Member, subject to compliance with such directions and terms and conditions as determined by the Board and the Applicable

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Public Company Rules. If the total number of the new shares to be issued has not been fully subscribed for by the Members within the prescribed period, the Company may consolidate such shares into the public offering tranche or offer any un-subscribed new shares to a specific person or persons in such manner as is consistent with the Applicable Public Company Rules.

If any person who has subscribed the new shares (by exercising the aforesaid pre-emptive right of Members or subscribing the Public Offering Portion or the Employee Subscription Portion) fails to pay when due any amount of the subscription price in relation to such newly-issued shares within the payment period as determined by the Company, the Company shall fix a period of no less than one month and demand for payment of the subscription price or the Company may declare a forfeiture of such subscription. No forfeiture of such subscription shall be declared as against any such person unless the amount due thereon shall remain unpaid for such period after such demand has been made. Notwithstanding the provisions of the preceding sentence, forfeiture of the subscription may be declared without the demand process if the payment period for subscription price set by the Company is one month or longer. Upon forfeiture of the subscription, the shares remaining unsubscribed to shall be offered for subscription in such manner as is consistent with the Applicable Public Company Rules.

2.5 Subject to the provisions of the Law, the Company may issue new shares subject to restrictions and conditions (" Restricted Shares ") to employees of the Company and its Subsidiaries with the sanction of a Supermajority Resolution provided that Article 2.3 hereof shall not apply in respect of the issue of such shares. For so long as the shares are listed on the TSE, the terms of issue of the Restricted Shares, including but not limited to the number of Restricted Shares so issued, issue price of Restricted Shares and other related matters shall be in accordance with the Applicable Public Company Rules.
2.6 The Public Offering Portion and the Employee Subscription Portion under Article 2.3 and the pre-emptive right of Members under Article 2.4 shall not apply in the event that new shares are issued due to the following reasons or for the following purposes:
(a) in connection with a Merger, Share Swap, Spin-off, or pursuant to any reorganization of the Company;
(b) in connection with meeting the Company's obligations under share subscription warrants and/or options, including those rendered in Articles 2.8 and 2.10 hereof;
(c) in connection with the issue of Restricted Shares in accordance with Article 2.5 hereof;
(d) in connection with meeting the Company’s obligations under convertible bonds or corporate bonds vested with rights to acquire shares;
(e) in connection with meeting the Company’s obligations under Preferred Shares vested with rights to acquire shares;
(f) in connection with the issue of shares in accordance with Article 13.7; or

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

(g) in connection with a Private Placement of the securities issued by the Company.
2.7 The Company shall not issue any unpaid shares or partly paid shares.
2.8 Notwithstanding Article 2.5 hereof, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, adopt one or more employee incentive programmes and may issue shares or options, warrants or other similar instruments, to employees of the Company and its Subsidiaries, and for the avoidance of doubt, approval by the Members is not required.
2.9 Options, warrants or other similar instruments issued in accordance with Article 2.8 above are not transferable save by inheritance.
2.10 The Company may enter into agreements with employees of the Company and the employees of its Subsidiaries in relation to the incentive programme approved pursuant to Article 2.8 above, whereby employees may subscribe, within a specific period of time, a specific number of the shares. The terms and conditions of such agreements shall not be less favorable than the terms specified in the applicable incentive programme.

3. Redemption and Purchase of Shares

3.1 Subject to the Law, the Company is authorised to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Member.
3.2 The Company is authorised to make payments in respect of the redemption of its shares out of capital or out of any other account or fund authorised for this purpose in accordance with the Law.
3.3 The redemption price of a redeemable share, or the method of calculation thereof, shall be fixed by the Board at or before the time of issue.
3.4 Every share certificate relating to redeemable share shall indicate that the share is redeemable.
3.5 Subject to the provisions of the Applicable Law and these Articles, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, purchase its own shares (including any redeemable shares) on such terms and in such manner as the Directors may determine and hold them as treasury shares of the Company in accordance with the Law (“ Treasury Shares ”). If any purchase of the Company’s own shares involves any immediate cancellation of shares of the Company, such repurchase of shares is subject to approval by the Members by way of an ordinary resolution and the number of shares of the Company to be cancelled shall be allocated among all the Members as of the date of such cancellation on a pro rata basis (as rounded up or down to the nearest whole number as determined by the Directors) based on the then prevailing percentage of shareholding of the Members, unless otherwise provided for in the Law or the Applicable Public Company Rules.

Upon approval by Members by way of an ordinary resolution to repurchase and

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

cancel shares of the Company, the repurchase price may be paid in cash or in kind, provided that where any repurchase price is to be paid in kind, the monetary equivalent value of such payment in kind shall be (a) assessed by an ROC certified public accountant before being submitted by the Board to the Members for approval as part of the ordinary resolution authorising the repurchase and cancellation of shares of the Company; and (b) agreed to individually by each Member who will be receiving the repurchase price in kind.

3.6 In the event that the Company proposes to purchase any share listed on the TSE pursuant to the preceding Article and hold them as Treasury Shares of the Company, the resolution of the Board approving such proposal and the implementation thereof should be reported to the Members in the next general meeting in accordance with the Applicable Public Company Rules. Such reporting obligation shall also apply even if the Company does not implement the proposal to purchase its shares listed on the TSE for any reason.
3.7 Subject to Article 3.5, the redemption or repurchase price may be paid in any manner permissible under the Law as determined by the Directors, including out of capital.
3.8 A delay in payment of the redemption price shall not affect the redemption but, in the case of a delay of more than thirty days, interest shall be paid for the period from the due date until actual payment at a rate which the Directors, after due enquiry, estimate to be representative of the rates being offered by banks holding “A” licenses (as defined in the Banks and Trust Companies Law (Revised) of the Cayman Islands) in the Cayman Islands for thirty day deposits in the same currency.
3.9 Subject to Article 3.5, the Directors may exercise as they think fit the powers conferred on the Company by Section 37(5) of the Law (payment out of capital).
3.10 Subject as aforesaid and to Article 3.5, the Directors may determine, as they think fit all questions that may arise concerning the manner in which the redemption of the shares shall or may be effected.
3.11 No share may be redeemed unless it is fully paid.
3.12 Subject to Article 3.5, shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) shall be cancelled immediately or be held as Treasury Shares .
3.13 No dividend 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 of the Company) may be made to the Company in respect of a Treasury Share.
3.14 The Company shall be entered in the Register of Members 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) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

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.
3.15 After the Company purchases its shares listed on the TSE, any proposal to transfer the Treasury Shares to the employees of the Company and its Subsidiaries at a price below the average actual repurchase price must be approved by special resolution in the next general meeting and the items required by the Applicable Public Company Rules shall be specified in the notice of the general meeting and may not be proposed as an extemporary motion. The aggregate number of Treasury Shares resolved at all general meetings and transferred to the employees of the Company and its Subsidiaries shall not exceed 5% of the total number of issued shares, and each employee may not subscribe for more than 0.5% of the total number of issued shares in aggregate. The Company may prohibit such employees from transferring such Treasury Shares within a certain period; provided, however, that such a period cannot be more than two years from the date that such employees became the registered holders of the relevant Treasury Shares.
3.16 Subject to Article 3.15, Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Directors.

4. Rights Attaching to Shares

4.1 Subject to Article 2.1, the Memorandum and these Articles, other contractual obligations or restrictions that the Company is bound by and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into shares of a single class the holders of which shall, subject to the provisions of these Articles:
(a) be entitled to one vote per share;
(b) be entitled to such dividends as recommended by the Board and approved by the Members at general meeting may from time to time declare;
(c) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and
(d) generally be entitled to enjoy all of the rights attaching to shares.

5. Share Certificates

5.1 Shares of the Company shall be issued in uncertificated/scripless form unless the issuance of share certificates is required by the provisions of the Applicable Public Company Rules. Where share certificates are issued, every Member shall be entitled to a certificate issued under the Seal (or a facsimile thereof), which shall be affixed or imprinted with the authority of the Board, specifying the number and, where appropriate, the class of shares held by such Member. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.
5.2 If any share certificate shall be proved to the satisfaction of the Board to have been

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

5.3 Share may not be issued in bearer form.
5.4 When the Company issue share certificates pursuant to Article 5.1 hereof, the Company shall deliver the share certificates to the allottees of such shares within thirty (30) days from the date such share certificates may be issued pursuant to the Law, the Memorandum, the Articles, and the Applicable Public Company Rules, and shall make a public announcement prior to the delivery of such share certificates pursuant to the Applicable Public Company Rules.
5.5 Where the Company shall issue the shares in uncertificated/scripless form, the Company shall upon the issue of such shares cause the name of the subscriber and other particulars to be entered onto the Register of Members in accordance with the Law and the Applicable Public Company Rules.

6. Preferred Shares

6.1 Notwithstanding any provisions of these Articles, the Company may by special resolution designate one or more classes of shares with preferred or other special rights as the Company, by special resolution, may determine (shares with such preferred or other special rights, the "Preferred Shares"), and cause to be set forth in these Articles.
6.2 The rights and obligations of Preferred Shares may include (but not limited to) the following terms and shall be consistent with the Applicable Public Company Rules:
(a) the order of priority and fixed amount or fixed ratio of allocation of dividends and bonus on Preferred Shares;
(b) the order of priority and fixed amount or fixed ratio of allocation of surplus assets of the Company;
(c) the order of priority for or restriction on the voting right(s) (including declaring no voting rights whatsoever) of the Members holding the Preferred Shares;
(d) the method by which the Company is authorized or compelled to redeem the Preferred Shares, or a statement that redemption rights shall not apply; and
(e) other matters concerning rights and obligations incidental to Preferred Shares.

REGISTRATION OF SHARES

7. Register of Members

(a) For so long as shares are listed on the TSE, the Board shall cause to be kept a Register of Members which may be kept outside the Cayman Islands at such place as the Directors shall appoint and which shall be maintained in accordance with the Law and the Applicable Public Company Rules.
(b) In the event that the Company has shares that are not listed on the TSE, the Company

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

shall also cause to be kept a register of such shares in accordance with Section 40 of the Law.

8. Registered Holder Absolute Owner

Except as required by Law:

(a) no person shall be recognised by the Company as holding any share on any trust; and
(b) no person other than the Member shall be recognised by the Company as having any right in a share.

9. Transfer of Registered Shares

9.1 Title to shares listed on the TSE may be evidenced and transferred in a manner consistent with the Applicable Public Company Rules (including through the book-entry system of the TDCC) that are applicable to shares listed on the TSE.
9.2 All transfers of shares which are in certificated form may be effected by an instrument of transfer in writing in any usual form or in any other form which the Board may approve and shall be executed by or on behalf of the transferor and, if the Board so requires, by or on behalf of the transferee. Without prejudice to the foregoing, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers.
9.3 The Board may refuse to recognise any instrument of transfer in respect of shares in certificated form unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.
9.4 The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.
9.5 The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share in certificated form in the event such registration of transfer would (i) conflict with the Applicable Law; or (ii) conflict with the Memorandum and/or these Articles. If the Board refuses to register a transfer of any share, the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.
9.6 Nothing in these Articles shall preclude the Board from recognizing a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register of Members in respect of it.

10. Transmission of Shares

10.1 In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the provisions of Section 39 of the Law, for the purpose of this Article, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.

10.2 Any person becoming entitled to a share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any way other than by transfer) may, upon such evidence being produced as may from time to time be required by the Board, elect, by a notice in writing sent by him to the Company, either to become the holder of such share or to have some person nominated by him registered as the holder of such share. If he elects to have another person registered as the holder of such share, he shall sign an instrument of transfer of that share to that person.
10.3 A person becoming entitled to a share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any case other than by transfer) shall be entitled to the same dividend, other distributions and other advantages to which he would be entitled if he were the registered holder of such share. However, he shall not, before becoming a Member in respect of a share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company. Notwithstanding the aforesaid, the Board may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him be registered as the holder of the share. If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles), the Board may thereafter withhold payment of all dividend, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.
10.4 Notwithstanding the above, for as long as the shares are listed on the TSE, the transmission of the shares may be evidenced and transferred in a manner consistent with the Applicable Public Company Rules (including through the book-entry system of the TDCC) that are applicable to shares listed on the TSE.

ALTERATION OF SHARE CAPITAL

11. Power to Alter Capital

11.1 Subject to the Law, the Company may from time to time by ordinary resolution alter the conditions of its Memorandum to increase its authorized share capital by such amount as it thinks expedient.
11.2 Subject to the Law, the Company may from time to time by ordinary resolution alter the conditions of its Memorandum to:
(a) consolidate and divide all or any of its share capital into shares of larger

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

  - amount than its existing shares in such manner as permitted by Applicable Law; or

(b) cancel shares which at the date of the passing 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 in such manner as permitted by Applicable Law.
11.3 Subject to the Law and the Articles, the Company may from time to time by special resolution:
(a) change its name;
(b) alter or add to the Articles;
(c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; or
(d) reduce its share capital and any capital redemption reserve fund in any manner authorised by the Law and the Applicable Public Company Rules.
11.4 Subject to the Law Article 11.5 and Article 66, the following actions by the Company shall require the approval of the Members by a supermajority resolution, provided that if the Applicable Public Company Rules permit the Company to only require the approval of the Board or of the Members by an Ordinary Resolution for the following actions, the Company is not required to obtain the approval of the Members by a Supermajority Resolution:
(a) effecting any capitalization of distributable dividends and/or bonuses and/or any other amount prescribed under Article 16 hereof;
(b) effecting any Merger (except for any Merger which falls within the definition of "merger" and/or "consolidation" under the Law, which requires the approval of the Company by special resolution only), Share Swap, or Spin-off or Private Placement of the securities issued by the Company;
(c) entering into, amend, or terminate any Lease Contract, Management Contract or Joint Operation Contract;
(d) the transferring of the whole or any essential part of the business or assets of the Company; or
(e) acquiring or assuming the whole business or assets of another person, which has a material effect on the Company's operation.
11.5 Subject to the Law, the Company may be wound up voluntarily:
(a) if the Company resolves by supermajority resolution that it be wound up voluntarily because the Company is unable to pay its debts as they fall due; or
(b) if the Company resolves by special resolution that it be wound up voluntarily for reasons other than set out in Article 11.5(a) above.
11.6 Subject to the Law and in addition to approval by the Board in accordance with Article 2.2, the Company may, with a resolution approved by at least two-thirds of the

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

votes of the Members present at a general meeting attended by Members representing a majority of the total number of issued shares, issue securities to the following persons by way of private placement within the territory of the ROC in accordance with Applicable Public Company Rules (“ Private Placement ”):
(a) banks, bills finance enterprises, trust enterprises, insurance enterprises, securities enterprises, or other legal entities or institutions approved by the FSC;
(b) natural person, legal entities or funds meeting the qualifications set forth by the FSC; and
(c) directors, supervisors (if any) or managers of the Company or its Subsidiaries.
11.7 Subject to the Applicable Law, the Company may by supermajority resolution, distribute its Capital Reserve and the general reserve accumulated in accordance with Article 13.5 (b), in whole or in part, by issuing new shares which shall be distributed as bonus shares to its existing Members in proportion to the number of shares being held by each of them or by cash distribution to its Members.

12. Variation of Rights Attaching to Shares

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of the class with a quorum of such number of holders holding more than one-half of the total outstanding shares of such class being present in person, by proxy or corporate representatives. Notwithstanding the foregoing, if any modification or alteration in the Articles is prejudicial to the preferential rights of any class of shares, such modification or alteration shall be adopted by a special resolution and shall also be adopted by a special resolution passed at a separate meeting of Members of that class of shares. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

DIVIDENDS AND CAPITALISATION

13. Dividends

13.1 The Board may, subject to approval by the Members by way of ordinary resolution or, in the case of Article 11.4(a), supermajority resolution and subject to these Articles and any direction of the Company in general meeting, declare a dividend to be paid to the Members in proportion to the number of shares held by them, and such dividend may be paid in cash, shares or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.
13.2 The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

other company) and may settle all questions concerning such distribution. Without limiting the foregoing generality, the Directors may fix the value of such specific assets, may determine that cash payments shall be made to some Members in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit.
13.3 Subject to the Law, Article 11.4(a) and these Articles and except as otherwise provided by the rights attached to any shares, the Company may distribute profits in accordance with a proposal for profits distribution approved by the Board and sanctioned by the Members by an ordinary resolution, in annual general meetings. No dividends or other distribution shall be paid except out of profits of the Company, realised or unrealised, out of share premium account or any reserve, fund or account as otherwise permitted by the Law. Except as otherwise provided by the rights attached to any shares, all dividends and other distributions shall be paid according to the number of the shares that a Member holds and the amount paid up on such shares. If any share is issued on terms providing that it shall be entitled to dividends as from a particular date only, such shares shall be entitled to dividends accordingly.
13.4 Upon the final settlement of the Company's accounts, if there is "surplus profit" (as defined below), the Company shall set aside between two per cent (2%) and fifteen per cent (15%) as compensation to employees (" Employees' Compensations ") and Employees' Compensations may be distributed to employees of the Company and its Subsidiaries, who meet certain qualifications. The Company shall, from the surplus profit, set aside no more than three per cent (3%) thereof as remuneration for the Directors (" Directors' Remuneration "). The distribution proposals in respect of Employees' Compensation and Directors' Remuneration shall be approved by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors and submitted to the shareholders' meeting for report. However, if the Company has accumulated losses, the Company shall reserve an amount thereof for making up the losses before proceeding with the abovementioned distributions and allocation. The "surplus profit" referred to above means the net profit before tax of the Company and for the avoidance of doubt, such amount is before any payment of compensation to employees and remuneration for the Directors.
13.5 In determining the Company's dividend policy, the Board recognises that the Company operates in a mature industry, and has stable profit streams and a sound financial structure. In determining the amount, if any, of the dividend or other distribution it recommends to Members for approval in any financial year, the Board:
(a) may take into consideration the earnings of the Company, overall development, financial planning, capital needs, industry outlook and future prospects of the Company in the relevant financial year, so as to ensure the protection of Members' rights and interests; and
(b) shall set aside out of the current year profits of the Company, in addition to the provision in Article 13.4: (i) a reserve for payment of tax for the relevant financial year; (ii) an amount to offset losses; (iii) ten per cent (10%) as a

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

general reserve (unless the general reserve reserved in the past years has reached the total paid-up capital of the Company), and (iv) a special surplus reserve as required by the applicable securities authority under the Applicable Public Company Rules or a reserve as determined by the Board pursuant to Article 14.1.
13.6 Subject to compliance with the Law and after setting aside the amounts for Employees' Compensations and Directors’ Remuneration in accordance with Article 13.4 and such amounts as the Board deems fit in accordance with the distribution policy set out in Article 13.5, the Board shall recommend to Members for approval to distribute no less than twenty per cent (20%) of the distributable amount as dividend to the Members and the allocation will be made upon the passing of the resolution by the Members.
13.7 Dividends to the Members and the Employees' Compensation may be distributed, in the discretion of the Board, by way of cash or by way of applying such sum in paying up in full unissued shares or a combination of both for allocation and distribution to employees or the Members, provided that, in the case of a distribution to Members, no less than ten per cent (10%) of the total amount of such dividend shall be paid in cash. No unpaid dividend and compensation shall bear interest as against the Company.
13.8 The Board shall fix any date as the record date for determining the Members entitled to receive any dividend or other distribution.
13.9 For the purpose of determining Members entitled to receive payment of any dividend or other distributions, the Directors may provide that the Register of Members be closed for transfers for five (5) days before the relevant record date or such other period consistent with the Applicable Public Company Rules subject to compliance with the Law .

14. Capital Reserve and Power to Set Aside Profits

14.1 The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for meeting the deficiencies for implementing dividend distribution plans or for any other purpose to which those funds may be properly applied. Pending application, such sums may be in the absolute discretion of the Directors either be employed in the business of the Company or invested in such investment as Directors may from time to time think fit, and need not be kept separate from other assets of the Company. The Directors may also, without placing the same to reserve, carry forward any profit which they decide not to distribute.
14.2 Subject to any direction from the Company in general meeting, the Directors may on behalf of the Company exercise all the powers and options conferred on the Company by the Law in regard to the Capital Reserve. Subject to compliance with the Law, the Directors may on behalf of the Company set off accumulated losses against credits standing in the Capital Reserve and make distributions out of the Capital Reserve.

15. Method of Payment

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

15.1 Any dividend, interest, or other monies payable in cash in respect of the shares may be paid by wire transfer to the Member’s designated account or by cheque or draft sent through the post directed to the Member at such Member's address in the Register of Members.
15.2 In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid by wire transfer to the holder first named in the Register of Members to such holder’s designated account or by cheque or draft sent through the post directed to the address of the holder first named in the Register of Members. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.

16. Capitalisation

Subject to Article 11.4(a), the Board may capitalise any sum for the time being standing to the credit of any of the Company's Capital Reserve or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.

MEETINGS OF MEMBERS

17. Annual General Meetings

17.1 The Company shall hold a general meeting as its annual general meeting within six months following the end of each fiscal year. The Board shall convene all annual general meetings.
17.2 The general meetings (including annual general meetings and extraordinary general meetings) shall be held at such time and place as the Chairman or any two Directors or any Director and the Secretary or the Board shall appoint provided that unless otherwise provided by the Law, the general meetings shall be held in the ROC. If the Board resolves to hold a general meeting outside the ROC, the Company shall apply for the approval of the TSE thereof within two days after the Board adopts such resolution. Where a general meeting is to be held outside the ROC, the Company shall engage a professional stock affairs agent in the ROC to handle the administration of such general meeting (including but not limited to the handling of the voting of proxies submitted by Members).

18. Extraordinary General Meetings

18.1 General meetings other than annual general meetings shall be called extraordinary general meetings.
18.2 The Board may convene an extraordinary general meeting of the Company whenever in their judgment such a meeting is necessary or upon requisition in accordance with Article 18.3.
18.3 One or more Member(s) of the Company holding at the date of deposit of the requisition not less than 3% of the total number of the outstanding shares of the Company continuously for a period of one year or more may make a requisition that contains the details set out in Article 18.4 below to request the Board to convene an

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

extraordinary general meeting of the Company.

18.4 The requisition must state in writing the matters to be discussed at the extraordinary general meeting and the reason therefor and must be signed by the requisitionists and deposited at the Registered Office and the Company's stock affairs agent located in the ROC, and may consist of several documents in like form each signed by one or more requisitionists.
18.5 If the Board does not within fifteen days from the date of the deposit of the requisition dispatch the notice of an extraordinary general meeting, the requisitionists may themselves convene an extraordinary general meeting, provided that if the extraordinary general meeting will be held outside the ROC, an application shall be submitted by such requisitionists to the TSE for its prior approval.
18.6 Any one or more Member(s) may summon an extraordinary general meeting, provided that such Member or Members shall hold more than 50% of the total issued shares of the Company for a continuous period of no less than 3 months. The number of the shares held by a Member and the period during which a Member holds such Shares, shall be calculated and determined based on the Register of Members as of the first day of the period that the Register of Members shall be closed for transfers.
18.7 If the Board does not or is unable to convene a general meeting (including the annual general meeting) or it is for the Company's benefit, the Independent Director may convene a general meeting when he/she in his/her absolute discretion deems necessary.

19. Notice

19.1 At least thirty days' notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and the general nature of business to be conducted at the meeting.
19.2 At least fifteen days' notice of an extraordinary general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and the general nature of the business to be considered at the meeting.
19.3 The Board shall fix a record date for determining the Members entitled to receive notice of and to vote at any general meeting of the Company in accordance with Applicable Public Company Rules and close its Register of Members accordingly in accordance with Applicable Public Company Rules.
19.4 Subject to Article 22.4, the accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
19.5 For so long as the shares are listed on the TSE, the Company shall announce to the public by via the Market Observation Post System in accordance with Applicable Public Company Rules the notice of a general meeting, the proxy instrument, agendas

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

and materials relating to the matters to be reported and discussed in the general meetings, including but not limited to, election or discharge of Directors, in accordance with Articles 19.1 and 19.2 hereof. If the voting power of a Member at a general meeting shall be exercised by way of a written instrument, the Company shall also send the written document for the Member to exercise his voting power together with the above mentioned materials in accordance with Articles 19.1 and 19.2. The Directors shall prepare a meeting handbook of the relevant general meeting and supplemental materials, which will be sent to or made available to all Members and shall be transmitted to the Market Observation Post System in a manner consistent with the Applicable Public Company Rules.
19.6 The following matters shall be stated in the notice of a general meeting, with a summary of the major content to be discussed, and shall not be proposed as an extemporary motion:
(a) election or discharge of Directors,
(b) alteration of the Memorandum or Articles,
(c) capital deduction,
(d) application to terminate the public offering of the Shares,
(e) (i) dissolution, Merger, Share Swap, or Spin-off, (ii) entering into, amending, or terminating any Lease Contract, Management Contract or Joint Operation Contract, (iii) transfer of the whole or any essential part of the business or assets of the Company, and (iv) acquisition or assumption of the whole of the business or assets of another person, which has a material effect on the operations of the Company,
(f) ratification of an action by Director(s) who engage(s) in business for himself or on behalf of another person that is within the scope of the Company's business,
(g) distribution of the whole or part of the surplus profit of the Company in the form of new shares, capitalization of Capital Reserve and any other amount in accordance with Article 16,
(h) making distributions of new shares or cash out of the general reserve accumulated in accordance with Article 13.5 (b) or Capital Reserve to its Members, and
(i) Private Placement of any equity-related securities to be issued by the Company.

The major content of the above matters can be announced at the website designated by Taiwan securities authority or by the Company, and the Company shall specify the link to the website in the notice of the relevant general meeting.

19.7 For so long as the shares are listed on the TSE and unless the Law provides otherwise, the Board shall keep the Memorandum and Articles, minutes of general meetings, financial statements, the Register of Members, and the counterfoil of any corporate bonds issued by the Company at the office of the Company’s registrar (if applicable)

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

and the Company’s stock affairs agent located in the ROC. The Members may request, from time to time, by submitting document(s) evidencing his/her interests involved and indicating the designated scope of the inspection, access to inspect, review or make copies of the foregoing documents. If the relevant documents are kept by the Company's stock affairs agent, upon the request of any Member, the Company shall order the Company's stock affairs agent to provide such Member with the requested documents.

19.8 The Company shall make available all the statements and records prepared by the Board and the report prepared by the Audit Committee which will be submitted to the Members at the annual general meeting at the Registered Office (if applicable) and its stock affairs agent located in the ROC ten (10) days prior to such annual general meeting in accordance with Applicable Public Company Rules. Members may inspect and review the foregoing documents from time to time and may be accompanied by their lawyers or certified public accountants for the purpose of such inspection and review.
19.9 If the general meeting is convened by the Board and other person entitled to convene a general meeting in accordance with these Articles or any Applicable Law, the Board and such person may request the Company or the Company's stock affairs agent to provide the Register of Members. Upon the request, the Company shall (and shall order the Company's stock affairs agent to) provide the Register of Members.

20. Giving Notice

20.1 Any Notice or document, whether or not to be given or issued under these Articles from the Company to a Member, shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication, and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register of Members or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the Notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or to the extent permitted by Applicable Law, may also be served by advertisement in appropriate newspapers. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

Any Notice or other document:

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

properly addressed and put into the post and a certificate in writing signed by the secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;
(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent;
(c) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and
(d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all Applicable Law, rules and regulations.

This Article 20.1 shall apply mutatis mutandis to the service of any document by a Member on the Company under these Articles.

21. Postponement of General Meeting

The Board may postpone any general meeting called in accordance with the provisions of these Articles provided that notice of postponement is given to each Member before the time for such meeting. A notice stating the date, time and place for the postponed meeting shall be given to each Member in accordance with the provisions of these Articles.

22 Quorum and Proceedings at General Meetings

22.1 No resolutions shall be adopted unless a quorum is present. Unless otherwise provided for in the Articles, Members present in person or by proxy or in the case of a corporate Member, by corporate representative, representing more than one-half of the total issued shares of the Company entitled to vote, shall constitute a quorum for any general meeting.
22.2 For so long as the shares are listed on the TSE and unless the Law provides otherwise, the Board shall submit business reports, financial statements and proposals for distribution of profits or allocation of losses prepared by it for the purposes of annual general meetings of the Company for confirmation and adoption by the Members in a manner consistent with the Applicable Public Company Rules. After confirmation and adoption at the general meeting, the Board shall send or announce to the public via the Market Observation Post System in accordance with Applicable Public Company Rules copies of the adopted financial statements and the minutes of the general meeting containing the resolutions passed on the distribution of profits or allocation of losses, to each Member or otherwise make the same available to the Members in accordance with the Applicable Public Company Rules.
22.3 Unless otherwise provided in the Articles, a resolution put to the vote of the meeting

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

shall be decided on a poll. No resolution put to the vote of the meeting shall be decided by a show of hands.

22.4 Nothing in these Articles shall prevent any Member from initiating proceedings in a court of competent jurisdiction for an appropriate remedy in connection with the convening of any general meeting or the passage of any resolution in violation of applicable laws or regulations or these Articles within 30 days after passing of such resolution. The Taiwan Taipei District Court, ROC, may be the court of the first instance for adjudicating any disputes arising out of the foregoing.
22.5 Unless otherwise expressly required by the Law, the Memorandum or the Articles, any matter which has been presented for resolution, approval, confirmation or adoption by the Members at any general meeting may be passed by an ordinary resolution.
22.6 Member(s) holding one per cent (1%) or more of the Company's total number of issued shares immediately prior to the relevant book close period, during which the Company closed its Register of Members, may propose to the Company in writing or any electronic means designated by the Company one matter for discussion at an annual general meeting. The Company shall give a public notice in such manner as permitted by Applicable Law at such time deemed appropriate by the Board specifying the place and a period of not less than ten (10) days for Members to submit proposals. The Board shall include the proposal in the agenda of the annual general meeting unless (a) the proposing Member(s) holds less than one per cent of the Company's total issued shares, (b) the matter of such proposal may not be resolved by a general meeting or the proposal exceeds 300 Chinese words; (c) the proposing Member(s) has proposed more than one proposal; or (d) the proposal is submitted to the Company outside the period fixed and announced by the Company for accepting Member(s)' proposal(s). If the purpose of the proposal is to urge the Company to promote public interests or fulfil its social responsibilities, the Board may accept such proposal to be discussed in general meeting.

23. Chairman to Preside

Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman, shall act as chairman at all meetings of the Members at which such person is present. In his absence a chairman shall be appointed or elected in accordance with the Applicable Public Company Rules.

24. Voting on Resolutions

24.1 Subject to any rights, privileges or restrictions attached to any share, every Member who (being an individual) is present in person or by proxy (or in the case of a corporation or other non-natural person by duly authorized representative(s) or by proxy) shall have one vote for every share of which he is the holder. A Member holding more than one share shall cast the votes in respect of his/her/its shares in the same way on a resolution proposed at a general meeting unless otherwise provided by the Applicable Public Company Rules, in which circumstance, the qualifications, application, manners for the exercise of such respective voting rights, procedures and

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

other related matters thereof shall comply with the Applicable Public Company Rules, these Articles and the Law.

24.2 No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of shares unless he is registered as a Member on the record date for such meeting.
24.3 Votes may be cast either in person or by proxy. A Member may appoint another person as his proxy by specifying the scope of appointment in the proxy instrument prepared by the Company to attend and vote at a general meeting, provided that a Member may appoint only one proxy under one instrument to attend and vote at such meeting.
24.4 To the extent permitted by Applicable Law and notwithstanding any provisions provided in these Articles, the Board may resolve to allow Members not attending and voting at a general meeting in person, by proxy or by duly authorized representatives (where a Member is a corporation or other non-natural person), to exercise their voting power and cast their votes by a written instrument approved by the Board or by way of electronic transmission (as provided under the ROC Electronic Signatures Act) prior to commencement of the general meeting, provided that (1) the Board shall allow the voting rights in respect of shares held by a Member to be exercised by way of electronic transmission if the Company meets the requirements set forth in the Applicable Public Company Rules; and (2) the relevant methods and procedures are specified in the notice of that meeting and complied with by such Member(s). However, if a general meeting is convened outside the territory of the ROC, to the extent permitted by Applicable Law, the Company must allow the Members to exercise their voting rights and cast their votes by way of a written instrument approved by the Board or by way of electronic transmission in the manner referred to in the foregoing. Any Member who intends to exercise his voting power by a written instrument or by way of electronic transmission shall serve the Company with his/her/its voting decision at least two (2) calendar days prior to the date of such general meeting. Where more than one voting instrument is received from the same Member by the Company, the first voting instrument shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous voting instrument in the later-received voting instrument. For the avoidance of doubt, those Members voted in the manner mentioned in the foregoing shall, for purposes of these Articles and the Law, be deemed to have appointed the chairman of the general meeting as their proxy to vote their shares at the general meeting only in the manner directed by their written instrument or electronic document. The chairman 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 and/or any amendment to resolution(s) proposed at the general meeting, and the Members 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.
24.5 In the event any Member who has served the Company with his/her/its declaration of intention to exercise his/her/its voting power by means of a written instrument or by means of electronic transmission pursuant to Article 24.4 hereof later intends to

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

  - attend general meetings in person, he/she/it shall, at least two (2) calendar days prior to the date of the general meeting, serve a separate declaration of intention to revoke his/her/its previous votes casted by written instrument or electronic transmission in the same manner previously used in exercising his/her/its voting power, failing which, the Member shall be deemed to have waived his right to attend and vote at the relevant general meeting in person, the deemed appointment by the Member of the chairman as proxy shall remain valid and the Company shall not count any votes cast by such Member physically at the relevant general meeting.

24.6 A Member who is deemed to have appointed the chairman as proxy pursuant to Article 24.4 for purposes of casting his vote by written instrument approved by the Board or by way of electronic transmission shall have the right to appoint another person as its proxy to attend the meeting in accordance with these Articles, in which case the express appointment of another proxy shall be deemed to have revoked the deemed appointment of the chairman as proxy under Article 24.4 and the Company shall only count the vote(s) casted by such expressly appointed proxy at the meeting.

25. Proxies

25.1 The instrument of proxy shall be in the form approved by the Board and be expressed to be for a particular meeting only. The form of proxy shall include at least the following information: (a) instructions on how to complete such proxy, (b) the matters to be voted upon pursuant to such proxy, and (c) basic identification information relating to the relevant Member, proxy and the solicitor for proxy solicitation (if any). The form of proxy shall be provided to the Members together with the relevant notice for the relevant general meeting, and such notice and proxy materials shall be distributed to all Members on the same day.
25.2 An instrument of proxy shall be in writing, be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company.
25.3 In the event that a Member exercises his voting power by way of a written instrument or electronic transmission and is deemed to have appointed the chairman of the meeting as his/her/its proxy pursuant to Article 24.4, and has also validly authorised another proxy to attend a general meeting by completing and returning the requisite proxy form, then the voting power exercised by the proxy (rather than the chairman of the meeting) at the general meeting shall prevail. In the event that any Member who has authorised a proxy to attend a general meeting (excluding the deemed appointment of the chairman of the meeting pursuant to Article 24.4) later intends to attend the general meeting in person or to exercise his voting power by way of a written instrument or electronic transmission, he shall, at least two (2) days prior to the date of such general meeting, serve the Company with a separate notice revoking his previous appointment of the proxy. Votes by way of proxy shall remain valid if the relevant Member fails to revoke his appointment of such proxy before the prescribed time.
25.4 Subject to the Applicable Public Company Rules, except for an ROC trust enterprise

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

or stock agencies approved by the ROC competent authority, save with respect to the chairman being deemed appointed as proxy under Article 24.4, when a person acts as the proxy for two or more Members, the total number of voting shares that the proxy may vote shall not exceed three percent (3%) of the total number of voting shares of the Company; 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 entitled to vote on such resolution 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.
25.5 The instrument of proxy shall be deposited at the Registered Office or the office of the Company's stock affairs agent in the ROC or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company not less than five days before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default, save with respect to the deemed appointment of the chairman as proxy under Article 24.4, the instrument of proxy shall not be treated as valid PROVIDED that the chairman of the meeting may in his discretion accept an instrument of proxy sent by telex or telefax upon receipt of telex or telefax confirmation that the signed original thereof has been sent. Where multiple instruments of proxy are received by the Company from the same Member, the first written duly executed and valid instrument of proxy received by the Company shall prevail, unless an explicit written statement revoking the previous instrument(s) appointing a proxy is made in the subsequent duly executed and valid instrument of proxy received by the Company. The chairman of the meeting shall have the discretion to determine which instrument of proxy shall be accepted where there is any dispute. Unless otherwise provided in these Articles, delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

26. Proxy Solicitation

For so long as the shares are listed on the TSE and subject to the laws of the Cayman Islands, the use and solicitation of proxies shall be in compliance with the Applicable Public Company Rules, including but not limited to "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies."

27. Dissenting Member’s Appraisal Right

27.1 Subject to compliance with the Law, in the event any of the following resolutions is passed at general meetings, any Member who has abstained from voting in respect of such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the meeting, may request the Company to purchase all of his shares at the then prevailing fair price:
(a) the Company proposes to enter into, amend, or terminate any Lease Contract,

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Management Contract or Joint Operation Contract;

(b) the Company transfers the whole or an essential part of its business or assets, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company;
(c) the Company acquires or assumes the whole business or assets of another person, which has a material effect on the operation of the Company;
(d) the Company proposes to undertake a Spin-off, Merger or Share Swap; or
(e) the Company generally assumes all the assets and liabilities of another person or generally assigns all its assets and liabilities to another person.
27.2 Subject to compliance with the Law, any Member exercising his rights in accordance with Article 27.1 (the " Dissenting Member ") shall, within twenty (20) days from the date of the resolution passed at the general meeting, give his written notice of objection stating the repurchase price proposed by him. If the Company and the Dissenting Member agree on a price at which the Company will purchase the Dissenting Member's shares, the Company shall make the payment within ninety (90) days from the date of the resolution passed at the general meeting. If, within ninety (90) days from the date of the resolution passed at the general meeting, the Company and any Dissenting Member fail to agree on a price at which the Company will purchase the Dissenting Member's shares, the Company shall pay the fair price it deems fit to such Dissenting Member within ninety (90) days from the date of the resolution passed at the general meeting. If the Company fails to pay the fair price it deems fit to such Dissenting Member within the ninety (90)-day period, the Company shall be deemed to agree on the repurchase price proposed by such Dissenting Member.
27.3 Subject to compliance with the Law, if, within sixty (60) days from the date of the resolution passed at the general meeting, the Company and any Dissenting Member fail to agree on a price at which the Company will purchase such Dissenting Member's shares, then, within thirty (30) days immediately following the date of the expiry of such sixty (60)-day period, the Company shall file a petition with the court against all the Dissenting Members which have not agreed at the purchase price by the Company for a determination of the fair price of all the shares held by such Dissenting Members. The Taiwan Taipei District Court, ROC, may be the court of the first instance for this matter.
27.4 Notwithstanding the above provisions under this Article 27, nothing under this Article shall restrict or prohibit a Member from exercising his right under section 238 of the Law to payment of the fair value of his shares upon dissenting from a merger or consolidation.

28. Shares that May Not be Voted

28.1 Shares held:
(a) by the Company itself;
(b) by any entity in which the Company owns, legally or beneficially, more than

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

fifty per cent (50%) of its total issued and voting share or share capital; or

(c) by any entity in which the Company, together with (i) the holding company of the Company and/or (ii) any Subsidiary of (a) the holding company of the Company or (b) the Company owns, legally or beneficially, directly or indirectly, more than fifty per cent (50%) of its issued and voting share or share capital;

shall not carry any voting rights nor be counted in the total number of issued shares at any given time.

28.2 A Member who has a personal interest in any motion discussed at a general meeting, which interest may be in conflict with and impair those of the Company, shall abstain from voting such Member’s shares in regard to such motion and such shares shall not be counted in determining the number of votes of the Members present at the said meeting. However, such shares may be counted in determining the number of shares of the Members present at such general meeting for the purposes of determining the quorum. The aforementioned Member shall also not vote on behalf of any other Member. To the extent that the Company has knowledge, any votes cast by or on behalf of such Member in contravention of the foregoing shall not be counted by the Company.
28.3 For so long as the shares are listed on the TSE, in the event that a Director creates or has created security, charge, encumbrance, mortgage or lien over any shares held by him, then he shall notify the Company of such security, charge, encumbrance, mortgage or lien. If at any time the security, charge, encumbrance, mortgage or lien created by a Director is in respect of more than half of the shares held by him at the time of his appointment, then the voting rights attaching to the shares held by such Director at such time shall be reduced, such that the shares over which security, charge, encumbrance, mortgage or lien has been created which are in excess of half of the shares held by the Director at the date of his appointment shall not carry voting rights and shall not be counted in the number of votes casted by the Members at a general meeting but shall be counted towards the quorum of the general meeting.

29. Voting by Joint Holders of Shares

In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

30. Representation of Corporate Member

30.1 A corporation or non-natural person which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting of the Members and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation or non-natural person which such person represents as that corporation or non-natural person could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

30.2 Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation or non-natural person which is a Member.

31. Adjournment of General Meeting

The chairman of a general meeting may, with the consent of a majority in number of the Members present at any general meeting at which a quorum is present, and shall if so directed, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, a notice stating the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with the provisions of these Articles.

32. Directors Attendance at General Meetings

The Directors of the Company shall be entitled to receive notice of, attend and be heard at any general meeting.

DIRECTORS AND OFFICERS

33. Number and Term of Office of Directors

33.1 There shall be a board of Directors consisting of no less than seven (7) and no more than eleven (11) persons, each of whom shall be appointed to a term of office of three (3) years. Directors may be eligible for re-election. The Company may from time to time by special resolution increase or reduce the number of Directors subject to the above number limitation provided that the requirements under the Applicable Law are met. The Directors shall elect a vice chairman ("Vice Chairman") amongst all the Directors. In case the Chairman is on leave or absent or can not exercise his/her power and authority for any cause, the Vice Chairman shall act on his/her behalf.
33.2 A spousal relationship and/or a Family Relationship within the Second Degree of Kinship may not exist among more than half (1/2) of the members of the Board (the “Threshold”), unless with prior approval by the ROC competent authority. Where any person among the persons elected for appointment as a Director has a spousal relationship and/or a Family Relationship within the Second Degree of Kinship with any existing member of the Board or with any other person(s) also elected for appointment as a director (collectively, the “Related Persons” and each a “Related Person”), in respect of the Related Person who was elected by way of Cumulative Voting and who received the lowest number of votes from the Members for its appointment among all such elected Related Persons, with the intent that the Threshold will not be breached as a result of his/her appointment: (i) if his/her appointment is already effective, shall automatically cease to be a director of the Company on and from the date that the Company has actual knowledge of a breach of the Threshold; (ii) if his/her appointment has not yet taken effect, his/her appointment shall not take effect if the Company has actual knowledge of a possible breach of the Threshold if his/her appointment takes effect.
33.3 Unless otherwise permitted under the Applicable Public Company Rules, there shall be at least three (3) Independent Directors accounting for not less than one-fifth of the

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

total number of Directors. To the extent required by the Applicable Public Company Rules, at least one of the Independent Directors shall be domiciled in the ROC and at least one of them shall have accounting or financial expertise.
33.4 The Directors (including Independent Directors and non-independent Directors) shall be nominated by adopting the candidate nomination system specified in the Applicable Public Company Rules. Independent Directors shall have professional knowledge and shall maintain independence within the scope of their directorial duties, and shall not have any direct or indirect interests in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions, and assessment of independence with respect to Independent Directors shall be consistent with the Applicable Public Company Rules.
33.5 Unless provided otherwise in these Articles, the qualifications, composition, appointment, removal, exercise of power in performing duties and other matters with respect to the Directors, Independent Directors, Compensation Committee and Audit Committee, shall comply with the provisions under ROC Securities and Exchange Act and the regulations issued pursuant to the ROC Securities and Exchange Act applicable to the Company.

34. Election of Directors

34.1 The Company may at a general meeting elect any person to be a Director, which vote shall be calculated in accordance with Article 34.2 below. Members present in person or by proxy, representing more than one-half of the total issued shares shall constitute a quorum for any general meeting to elect one or more Directors.
34.2 The Director(s) shall be elected by Members upon a poll vote by way of cumulative voting (the manner of voting described in this Article to be referred to as “Cumulative Voting”) in the following manner:
(i) on an election of Directors, the numbers of votes attached to each voting share held by a Member shall be cumulative and correspond to the number of Directors nominated for appointment at the general meeting provided that such votes shall only cumulate in respect of such number of Directors nominated within the same category (namely, independent or non-independent) of Directors to be appointed;
(ii) the Member(s) may vote all or part of their cumulated votes in respect of one or more Director candidates within the same category of Directors to be elected;
(iii) such number of Director candidates receiving the highest number of votes in the same category of Directors to be elected shall be appointed; and
(iv) where two or more Director candidates receive the same number of votes and as a result the total number of new Directors intended to be appointed is exceeded, there shall be a draw by such Director candidates receiving the same number of votes to determine who shall be appointed; the chairman of the meeting shall draw for a Director nominated for appointment who is not present at the general meeting.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

34.3 If the number of Independent Directors is less than three (3) persons due to the resignation or removal of such Independent Directors for any reason, the Company shall hold an election of Independent Directors at the next following general meeting. If all of the Independent Directors are resigned or removed, the Board shall hold, within sixty (60) days from the date of resignation or removal of last Independent Director, an extraordinary general meeting to elect succeeding Independent Directors to fill the vacancies.
34.4 If the number of Directors is less than five (5) persons due to the vacancy of Director(s) for any reason, the Company shall call an election of Director(s) at the next following general meeting to fill the vacancies. When the number of vacancies in the Board of the Company equals to one third of the total number of Directors elected, the Board shall hold, within sixty (60) days from the date of the occurrence of vacancies, a general meeting of Members to elect succeeding Directors to fill the vacancies.

35. Removal and Re-election of Directors

35.1 The Company may from time to time by supermajority resolution remove any Director from office, whether or not appointing another in his stead.
35.2 In case a Director has, in the course of performing his duties, committed any act resulting in material damages to the Company or is in serious violation of applicable laws, regulations and/or these Articles, but has not been removed by a supermajority resolution, the Member(s) holding three per cent (3%) or more of the total number of issued shares of the Company may, within thirty (30) days after such general meeting, to the extent permissible under Applicable Law, institute a lawsuit to remove such Director. The Taiwan Taipei District Court, ROC, may be the court of the first instance for this matter.
35.3 Prior to the expiration of the term of office of the current Directors, the Members may at a general meeting elect or re-elect all Directors, which vote shall be calculated in accordance with Article 34.2 above. If no resolution is passed to approve that the existing Director(s) who is/are not re-elected at the general meeting that such Director(s) shall remain in office until expiry of his/her original term of office, such non-re-eleted Directors shall vacate their office with effect from the date the other Directors elected or re-elected at the same general meeting commence their office. Members present in person or by proxy, representing more than one-half of the total issued shares shall constitute a quorum for any general meeting to re-elect all Directors. If the term of office of all Directors expires at the same time and no general meeting was held before such expiry for re-election, their term of office shall continue and be extended to such time when new Directors are elected or re-elected in the next general meeting and they commence their office.

36. Vacancy in the Office of Director

36.1 The office of Director shall be vacated if the Director:
(a) is removed from office pursuant to these Articles;
(b) dies or becomes bankrupt, or makes any arrangement or composition with his

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

creditors generally;

(c) has been declared a liquidation process by a court and has not been reinstated to his rights and privileges;
(d) is automatically discharged from his office in accordance with Article 33.2;
(e) resigns his office by notice in writing to the Company;
(f) an order is made by any competent court or official on the grounds that he has no legal capacity, or his legal capacity is restricted according to Applicable Law;
(g) has been adjudicated of the commencement of assistantship (as defined under the Taiwan Civil Code) or similar declaration and such assistantship/declaration has not been revoked yet;
(h) has committed an offence as specified in the ROC statute of prevention of organizational crimes and subsequently has been adjudicated guilty by a final judgment, and (A) has not started serving the sentence, (B) has not completed serving the sentence, (C) the time elapsed after completion of serving the sentence or expiration of the probation is less than five (5) years, or (D) was pardoned for less than five years;
(i) has committed an offence involving fraud, breach of trust or misappropriation and subsequently has been punished with imprisonment for a term of more than one year by a final judgement, and (A) has not started serving the sentence, or (B) has not completed serving the sentence, (C) the time elapsed after completion of serving the sentence or expiration of the probation is less than two years, or (D) was pardoned for less than two years;
(j) has been adjudicated guilty by a final judgment for committing offenses under the Taiwan Anti-Corruption Act, and (A) has not started serving the sentence, or (B) has not completed serving the sentence, (C) the time elapsed after completion of serving the sentence or expiration of the probation is less than two years, or (D) was pardoned for less than two years;
(k) having been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet;
(l) subject to Article 35.3, upon expiry of term of office (if any) of the relevant Director;
(m) is automatically removed in accordance with Article 36.2; or
(n) ceases to be a Director in accordance with Article 36.3.

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

36.2 In case a Director (other than an Independent Director) that has, during the term of office as a Director, transferred more than one half of the Company's shares being held by him/her at the time he/she is elected, he/she shall, ipso facto, be removed

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

automatically from the position of Director with immediate effect and no shareholders' approval shall be required.

36.3 If any Director (other than an Independent Director) has, after having been elected and before his/her inauguration of the office of Director, transferred more than one half of the Company's shares being held by him/her at the time of his/her election as a Director, then he/she shall immediately cease to be a Director and no shareholders' approval shall be required. If any Director has, after having been elected as a Director, transferred more than one half of the Company's shares being held by him/her within the share transfer prohibition period prior to the convention of a shareholders' meeting according to the Applicable Public Company Rules, then he/she shall immediately cease to be a Director and no shareholders' approval shall be required.

37. Compensation of Directors

37.1 The Board may establish a Compensation Committee comprised of at least three members appointed by the Board, one of whom shall be an Independent Director. The professional qualifications of the members of the Compensation Committee, the exercise by the members of the Compensation Committee of its responsibilities, powers and other related matters of the Compensation Committee shall comply with the Applicable Public Company Rules. Upon the establishment of the Compensation Committee, the Board shall, by a resolution, adopt a charter for the Compensation Committee the provisions of which shall be consistent with the Applicable Public Company Rules.
37.2 The compensation referred in the preceding Article shall include the compensation, stock option and other incentive payments of Directors and managers of the Company.
37.3 The compensation of the Directors may be decided by the Board by reference to recommendation made by the Compensation Committee (if established), the standard generally adopted by other enterprises in the same industry, and shall be paid in cash only. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from the meetings of the Board, any committee appointed by the Board, general meetings of the Company, or in connection with the business of the Company or their duties as Directors generally. A Director is also entitled to distribution of profits of the Company if permitted by the Law, the Applicable Public Company Rules, the service agreement or other similar contract that he/she has entered into with the Company.

38. Defect in Election of Director

All acts done in good faith by the Board or by a committee of the Board or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the election of any Director, or that they or any of them were disqualified, be as valid as if every such person had been duly elected and was qualified to be a Director, subject to and upon ratification by the Members of such acts in a general meeting.

39. Directors to Manage Business

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Law or by these Articles, required to be exercised by the Company in general meeting subject, nevertheless, to these Articles, the provisions of the Law, and to such directions as may be prescribed by the Company in general meeting.

40. Powers of the Board of Directors

Without limiting the generality of Article 39, the Board may subject to Article 11.4:

(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their compensation and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(d) appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised, execute any deed or instrument in any manner permitted by the Law;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them. Subject to any directions or regulations made by the Directors for this purpose, the meetings and proceedings of any such committee shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Board;
(h) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board sees fit;
(i) present any petition and make any application in connection with the liquidation or

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

reorganisation of the Company;

(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company.

41. Register of Directors and Officers

41.1 The Board shall cause to be kept in one or more books at the Registered Office a Register of Directors and Officers in accordance with the Law and shall enter therein the following particulars with respect to each Director and Officer:
(a) first name and surname; and
(b) address.
41.2 The Board shall, within the period of thirty days from the occurrence of:-
(a) any change among its Directors and Officers; or
(b) any change in the particulars contained in the Register of Directors and Officers,

cause to be entered on the Register of Directors and Officers the particulars of such change and the date on which such change occurred, and shall notify the Registrar of Companies in accordance with the Law.

42. Officers

The Officers shall consist of a Secretary and such additional Officers as the Board may determine all of whom shall be deemed to be Officers for the purposes of these Articles.

43. Appointment of Officers

The Secretary (and additional Officers, if any) shall be appointed by the Board from time to time.

44. Duties of Officers

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

45. Compensation of Officers

The Officers shall receive such compensation as the Board may determine.

46. Conflicts of Interest

46.1 Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or such Director's firm, partner or company shall be entitled to compensation as if such Director were not a Director; provided that this Article 46.1 shall not apply to Independent Directors.
46.2 A Director who is directly or indirectly interested in a contract or proposed contract or

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

arrangement with the Company shall declare the nature of such interest as required by the Applicable Law. If the Company proposes to enter into any transaction specified in Article 27.1 or effect other forms of mergers and acquisitions in accordance with Applicable Law, a Director who has a personal interest in such transaction shall declare the essential contents of such personal interest and the reason why he believes that the transaction is advisable or not advisable at the relevant meeting of the Directors and the general meeting as required by the Applicable Law.

46.3 Notwithstanding anything to the contrary contained in these Articles, a Director who has a personal interest in the matter under discussion at a meeting of the Board shall disclose and explain material contents of such personal interest at the meeting of the Board. Notwithstanding anything to the contrary contained in this Article 46, a Director who has a personal interest in the matter under discussion at a meeting of the Directors, which may conflict with and impair the interest of the Company, shall not vote nor exercise voting rights on behalf of another Director; the voting right of such Director who cannot vote or exercise any voting right as prescribed above shall not be counted in the number of votes of Directors present at the board meeting. Where the spouse, the person related to a Director by blood and within the second degree, or any company which has a controlling or controlled relation with a Director has interests in the matters under discussion in the meeting of the Directors, such Director shall be deemed to have a personal interest in the matter. The terms "controlling" and "controlled" shall be interpreted in accordance with the Applicable Public Company Rules.
46.4 Notwithstanding anything to the contrary contained in this Article 46, a Director who is engaged in anything on his own account or on behalf of another person, which is within the scope of the Company's business, shall explain to the Members in a general meeting the essential contents of such conduct and seek their approval by supermajority resolution.

47. Indemnification and Exculpation of Directors and Officers

47.1 Unless otherwise provided in these Articles, The Directors and Officers of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and every former director, officer or trustee and their respective heirs, executors, administrators, and personal representatives (each of which persons being referred to in this Article as an "indemnified party") shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

breach of duties, fraud or dishonesty which may attach to any of the said persons.

47.2 Without prejudice and subject to the general directors’ duties that a Director owes to the Company and its shareholders under common law principals and the laws of the Cayman Islands, a Director shall perform his/her fiduciary duties of loyalty and due care of a good administrator in the course of conducting the Company’s business, and shall indemnify the Company, to the maximum extent legally permissible, from any loss incurred or suffered by the Company arising from breach of his/her fiduciary duties. If a Director has made any profit for the benefit of himself/herself or any third party as a result of any breach of his/her fiduciary duties, the Company shall, if so resolved by the Members by way 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 such profit from such relevant Director. If a Director has, in the course of conducting the Company’s business, violated any laws or regulations that causes the Company to become liable for any compensation or damages to any person, such Director shall become jointly and severally liable for such compensation or damages with the Company and if for any reason such Director is not made jointly and severally liable with the Company, such Director shall indemnify the Company for any loss incurred or suffered by the Company caused by a breach of duties by such Director.
47.3 The Officers, in the course of performing their duties to the Company, shall assume such duties and obligations to indemnify the Company in the same manner as if they are Directors.
47.4 The Company may purchase and maintain insurance for the benefit of any Director or Officer of the Company against any liability incurred by him in his capacity as a Director or Officer of the Company or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any Subsidiary thereof.
47.5 To the extent permitted under the laws of the Cayman Islands and there is a cause of action under applicable laws by the Company against such relevant Director(s), a Member or Members collectively continuously holding one per cent (1%) or more of the total issued shares of the Company for six months or longer may:
(a) request in writing the Board to authorise any Independent Director of the Audit Committee to file a petition with the Taipei District Court, ROC for and on behalf of the Company against any of the Directors; or
(b) request in writing any Independent Director of the Audit Committee to file a petition with the Taipei District Court, ROC for and on behalf of the Company against any of the Directors with the approval of the Board;

within thirty (30) days after the Member(s) having made the request under the preceding clause (a) or (b), if (i) in the case of clause (a), the Board fails to make such authorisation or the Independent Director of the Audit Committee having been

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

authorised by the Board fails to file such petition, or (ii) in the case of clause (b), the Independent Director of the Audit Committee fails to file such petition or the Board disapproves such action, to the extent permitted under the laws of the Cayman Islands and there is a cause of action under applicable laws by the Company against such relevant Director(s), such Member(s) may file a petition with the Taipei District Court, ROC for and on behalf of the Company against any of the Directors.

MEETINGS OF THE BOARD OF DIRECTORS

48. Board Meetings

Subject to the Applicable Public Company Rules, the Chairman may call a meeting of the Board and the Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. Regular meetings of the Board shall be held at least on a quarterly basis to review the Company's performance during the previous fiscal quarter and to decide on matters customarily requiring approval of the Board as stipulated herein. A resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

49. Notice of Board Meetings

The Chairman may, and the Secretary on the requisition of the Chairman shall, at any time summon a meeting of the Board. To convene a meeting of the Board, a notice setting forth therein the matters to be considered and if appropriate, approved at the meeting shall be given to each Director no later than seven (7) days prior to the scheduled meeting date. However, in the case of emergency as agreed by a majority of the Directors, the meeting may be convened with a shorter notice period in a manner consistent with the Applicable Public Company Rules. Notice of a meeting of the Board shall be deemed to be duly given to a Director if, to the extent permitted by Applicable Law, it is given to such Director verbally (in person or by telephone) or otherwise communicated or sent to such Director by post, cable, telex, telecopier, facsimile, electronic mail or other mode of representing words in a legible form at such Director's last known address or any other address given by such Director to the Company for this purpose.

50. Participation in Meetings by Video Conference

Directors may participate in any meeting of the Board by means of video conference or other communication facilities, as permitted by the Applicable Law, where all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

51. Quorum at Board Meetings

The quorum for a meeting of the Board shall be more than one-half of the total number of the Directors. Any of the Directors may appoint another Director as proxy to represent him at any meeting of the Board if such Director is unable to do so in person for any reason. If a Director appoints a proxy then for all purposes the presence or vote of the proxy shall be deemed to be that of the appointing Director. The appointed Director may only act as the proxy of one Director only.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

52. Board to Continue in the Event of Vacancy

The Board may act notwithstanding any vacancy in its number.

53. Chairman to Preside

Unless otherwise agreed by a majority of the Directors attending, the Chairman, if there be one, shall act as chairman at all meetings of the Board at which such person is present. In his absence a chairman shall be appointed or elected in accordance with the Applicable Public Company Rules.

54. Validity of Prior Acts of the Board

No regulation or alteration to these Articles made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

CORPORATE RECORDS

55. Minutes

The Board shall cause minutes to be duly entered in books provided for the purpose:

(a) of all elections and appointments of Officers;
(b) of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and
(c) of all resolutions and proceedings of general meetings of the Members, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.

56. Register of Mortgages and Charges

56.1 The Directors shall cause to be kept the Register of Mortgages and Charges required by the Law.
56.2 The Register of Mortgages and Charges shall be open to inspection by Members and creditors in accordance with the Law, at the Registered Office on every business day in the Cayman Islands, subject to such reasonable restrictions as the Board may impose, so that not less than two (2) hours in each such business day be allowed for inspection.

57. Form and Use of Seal

57.1 The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf; and, until otherwise determined by the Directors, the Seal shall be affixed in the presence of a Director or the Secretary or an assistant secretary or some other person authorised for this purpose by the Directors or the committee of Directors.
57.2 Notwithstanding the foregoing, the Seal may without further authority be affixed by way of authentication to any document required to be filed with the Registrar of Companies in the Cayman Islands, and may be so affixed by any Director, Secretary or assistant secretary of the Company or any other person or institution having

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

authority to file the document as aforesaid.

57.3 The Company may have one or more duplicate Seals, as permitted by the Law; and, if the Directors think fit, a duplicate Seal may bear on its face of the name of the country, territory, district or place where it is to be issued.

TENDER OFFER AND ACCOUNTS

58. Tender Offer

Within seven (7) days after the receipt of the copy of a tender offer application form and relevant documents by the Company or its litigious and non-litigious agent （訴訟及非訴訟代理人 , which term shall be construed under the laws of ROC ） appointed by the Company pursuant to the Applicable Public Company Rules, the Board shall resolve to recommend to the Members whether to accept or object to the tender offer and make a public announcement of the following:

(a) the types and number of the shares held by the Directors and the Members holding more than ten per cent (10%) of the total issued shares in their own names or in the names of other persons.
(b) recommendations to the Members on the tender offer, which shall set forth the names of the Directors who abstain or object to the tender offer and the reason(s) therefor.
(c) whether there is any material change in the financial condition of the Company after the submission of the latest financial report and an explanation of the change, if any.
(d) the types, numbers and amount of the shares of the tender offeror or its affiliates held by the Directors and the Members holding more than ten per cent (10%) of the total number of issued shares held in their own names or in the name of other persons.

59. Books of Account

59.1 The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:-
(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;
(b) all sales and purchases of goods by the Company; and
(c) all assets and liabilities of the Company. Such books of account shall be kept for at least five (5) years from the date they are prepared.
59.2 Such records of account shall be kept and proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept, at such place as the Board thinks fit, such books as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.
59.3 The instruments of proxy, documents, forms/statements and information in electronic media prepared in accordance with the Articles and relevant rules and regulations shall be kept for at least one (1) year. However, if a Member institutes a lawsuit with

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

respect to such instruments of proxy, documents, forms/statements and/or information mentioned herein, they shall be kept until the conclusion of the litigation if longer than one (1) year.

60. Financial Year End

The financial year end of the Company shall be 31st December in each year but, subject to any direction of the Company in general meeting, the Board may from time to time prescribe some other period to be the financial year, provided that the Board may not without the sanction of an ordinary resolution prescribe or allow any financial year longer than eighteen months.

AUDIT COMMITTEE

61. Number of Committee Members

The Board shall set up an Audit Committee. The Audit Committee shall comprise solely of Independent Directors and the number of committee members shall not be less than three (3). One of the Audit Committee members shall be appointed as the convener to convene meetings of the Audit Committee from time to time and at least one of the Audit Committee members shall have accounting or financial expertise. A valid resolution of the Audit Committee requires approval of one-half or more of all its members.

62. Powers of Audit Committee

62.1 The Audit Committee shall have the responsibilities and powers as specified under the Applicable Public Company Rules. Any of the following matters of the Company shall require the consent of one-half or more of all Audit Committee members and be submitted to the Board for resolution:
(a) adoption of or amendment to an internal control system;
(b) assessment of the effectiveness of the internal control system;
(c) adoption of or amendment to the 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) any matter relating to the personal interest of the Directors;
(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-related securities;
(h) the hiring or dismissal of an attesting certified public accountant, or the compensation given thereto;
(i) the appointment or discharge of a financial, accounting, or internal auditing officer;
(j) approval of annual and semi-annual financial reports; and

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

(k) any other matter so determined by the Company from time to time or required by any competent authority overseeing the Company.

With the exception of item (j), any other matter that has not been approved with the consent of one-half or more of all Audit Committee members may be undertaken upon the consent of two-thirds or more of the members of the Board, and the resolution of the Audit Committee shall be recorded in the minutes of the Directors meeting.

62.2 Subject to compliance with the Law, before the Board resolves any matter specified in Article 27.1 or other mergers and acquisitions in accordance with the Applicable Law, the Audit Committee shall review the fairness and reasonableness of the relevant merger and acquisition plan and transaction, and report its review results to the Board and the general meeting; provided, however, that such review results need not be submitted to the general meeting if the approval from the Members is not required under the Applicable Law. When the Audit Committee conducts the review, it shall engage an independent expert to issue an opinion on the fairness of the share exchange ratio, cash consideration or other assets to be offered to the Members. The review results of the Audit Committee and the fairness opinion issued by the independent expert shall be distributed to the Members, along with the notice of the general meeting; provided, however, that the Company can only report matters relating to such merger and acquisition at the next following general meeting if the approval from the Members is not required under the Applicable Law. Such review results and fairness opinion shall be deemed to have been distributed to the Members if the same have been uploaded onto the website designated by the Taiwan securities authority and made available to the Members for their inspection and review at the venue of the general meeting.

VOLUNTARY WINDING-UP AND DISSOLUTION

63. Winding-Up

63.1 The Company may be voluntarily wound-up in accordance with Article 11.5.
63.2 If the Company shall be wound up the liquidator may, with the sanction of a special resolution, divide amongst the Members in specie or in 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 determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in the 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 shares or other securities or assets whereon there is any liability.

CHANGES TO CONSTITUTION

64. Changes to Articles

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Subject to the Law and to the conditions contained in its Memorandum, the Company may, by special resolution, alter or add to its Articles.

65. Discontinuance

The Board may exercise all the powers of the Company to transfer by way of continuation the Company to a named country or jurisdiction outside the Cayman Islands pursuant to the Law.

OTHERS

66. Shareholder Protection Mechanism

If the Company proposes to undertake:

(a) a merger or consolidation which will result in the Company being dissolved;
(b) a sale, transfer or assignment of all of the Company's assets and businesses to another entity;
(c) a Share Swap ; or
(d) a Spin-off,

which would result in the termination of the Company's listing on the TSE, and where (in the case of (a) above) the surviving entity, (in the case of (b) above) the transferee, (in the case of (c) above) the entity whose shares has been allotted in exchange for the Company's shares and, (in the case of (d) above) the existing or newly incorporated spun-off company's shares are not listed on the TSE or the Taipei Exchange, then in addition to any requirements to be satisfied under the Law, such action shall be first approved at a general meeting by a resolution passed by members holding two-thirds or more of the votes of the total number of issued shares of the Company.

67. Social Responsibilities

When the Company conducts the business, the Company shall comply with the laws and regulations as well as business ethics and shall take actions which will promote public interests in order to fulfill its social responsibilities.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Appendix 3: Procedures for Election of Directors

Article 1 To ensure a just, fair, and open election of directors and supervisors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies. Article 2 Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors and shall be conducted in accordance with these Procedures. Article 3 The overall composition of the board of directors shall be taken into consideration in the selection of the Company's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards: (1) Basic requirements and values: Gender, age, nationality, and culture. (2) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows: (1) The ability to make judgments about operations. (2) Accounting and financial analysis ability. (3) Business management ability. (4) Crisis management ability. (5) Knowledge of the industry. (6) An international market perspective. (7) Leadership ability. (8) Decision-making ability. More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

The board of directors of the Company shall consider adjusting its composition based on the results of performance evaluation.

Article 4 Each independent director shall have the below qualifications: 1. creditable and dependable;
with fair judgment;
with professional knowledge;
with fluent experience; and
the ability to understand financial statements. In addition to the above qualifications, at least one of the independent directors shall have accounting or finance background.

Article 5 The qualifications and election for the independent directors of this Corporation shall comply with Articles of the Regulations.

Article 6 Election of independent directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. The Company shall review

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to nominee independent directors and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified independent directors will be elected. When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s Articles of Incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
When the number of independent directors falls below that required under paragraph 1 of Article 14-2 of the Securities and Exchange Act, listing rules of TWSE-listed companies, or item 8 of the “Standards for Determining Unsuitability for TPEx Listing under Article 10, Paragraph 1 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx”, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 7 The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 8 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 9 The number of directors and independent directors will be as specified in the Company's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 10 Before the election begins, the chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Article	11	If a candidate is a shareholder, a voter must enter the candidate's
		account name and shareholder account number in the "candidate"
		column of the ballot; for a non-shareholder, the voter shall enter the
		candidate's full name and identity card number. When the candidate is
		a juristic-person shareholder, the name of the juristic-person
		shareholder shall be entered in the column for the candidate's account
		name in the ballot paper, or both the name of the juristic-person
		shareholder and the name of its representative may be entered. When
		there are multiple representatives, the names of each respective
		representative shall be entered.
Article	12	A ballot is invalid under any of the following circumstances:
		1. The ballot was not prepared by the board of directors.
		2. A blank ballot is placed in the ballot box.
		3. The writing is unclear and indecipherable or has been altered.
		4. The candidate whose name is entered in the ballot is a shareholder,
		but the candidate's account name and shareholder account number do
		not conform with those given in the shareholder register, or the
		candidate whose name is entered in the ballot is a non-shareholder, and
		a cross-check shows that the candidate's name and identity card
		number do not match.
		5. Other words or marks are entered in addition to the candidate's
		account name or shareholder account number or identity card number
		and the number of voting rights allotted.
		6. The name of the candidate entered in the ballot is identical to that
		of another shareholder, but no shareholder account number or identity
		card number is provided in the ballot to identify such individual.
Article	13	The voting rights shall be calculated on site immediately after the end
		of the poll, and the results of the calculation, including the list of
		persons elected as directors and independent directors and the numbers
		of votes with which they were elected, shall be announced by the chair
		on the site.
		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 one year. If, however, a shareholder files a
		lawsuit pursuant to the Company Act, the ballots shall be retained until
		the conclusion of the litigation.
Article	14	The board of directors of the Company shall issue notifications to the
		persons elected as directors or independent directors.
Article	15	These Procedures, and any amendments hereto, shall be implemented
		after approval by a shareholders meeting.
		These Procedures were formulated on January 29, 2010.
		These Procedures were amended for the first time on June 13, 2017.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Appendix 4: Table of Shareholding of All Directors

Shareholding of All Directors

Record Date: April 19, 2021

The paid-in capital is NTD$1,106,175,190. The total number of issued shares outstanding is 110,617,519.
The minimum required combined shareholding of all directors by law is 8,000,000 shares. The combined shareholding of all directors on the book closure date is 25,226,276 shares, which meets the requirements of Article 26 of “Securities Exchange Law” and the “Rules and “Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.
The company has set up an Audit Committee, so the rule of minimum required combined shareholding of all supervisors by law is not applicable.

Title	Name	Date Elected	Current Shareholding	Current Shareholding
			Shares	Shares %
Chairman	Chang, Hsien-Ming	2019/06/20	13,693,540	12.38%
Director	Tasi, Shu-Ken	2019/06/20	678,137	0.61%
Director	Hsu, Ching-Hsiung	2019/06/20	0	0.00%
Director	Huang Wen-Hung	2019/06/20	20,852	0.02%
Director	Tasi, Chang-Hung	2019/06/20	0	0.00%
Director	Lee, Yi-Tsang	2019/06/20	15,639	0.01%
Director	Chang, Chun-Chi	2019/06/20	25,022	0.02%
Director	PJ Asset Management Co.,Ltd.	2020/06/19	10,759,739	9.73%
Independent Director	Chang, Cheng-Lung	2019/06/20	0	0%
Independent Director	Chen, Tyan-Wen	2019/06/20	33,347	0.03%
Independent Director	Wei, Chia-Min	2019/06/20	0	0%
Total of All Directors			25,226,276	22.80%

Note: 1.The book closure date for the annual general meeting of shareholders is April 18, 2021. The book closure period is from April 19, 2021 to June 17, 2021.

This is the English translation. In case of discrepancies between the Chinese Text and the English translation, the Chinese text shall prevail.

Appendix 5: The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate

This is not applicable since there was no proposal for stock dividend issuance in the annual general meeting of shareholders.

AI assistant

YGG — AGM Information 2021

51871_rns_2021-08-17_2ae8012e-d829-475e-835f-32e14f202a40.pdf

Meeting Agenda for the 2021 Annual General Meeting of Shareholders

Table of Contents

I. Meeting Procedure

Yeong Guan Energy Technology Group Company Limited

永冠能源科技集團有限公司

Procedure for the 2021 Annual General Meeting of Shareholders

II. Meeting Agenda

Yeong Guan Energy Technology Group Company Limited

永冠能源科技集團有限公司

Year 2021

Agenda of Annual General Meeting of Shareholders

1. Reporting Matters

Report No. 1:

Report No. 2

Report No. 3

Report No. 4:

Report No. 5:

2. Recognition Matters

3. Matters for Discussion

4. Election

5. Other Matters

6. Ad Hoc Motions

7. Adjournment

III. Exhibits

Exhibit 1: 2020 Business Report

Business Report

Implementation of lean production management

Promotion of talent training and inheritance

Exhibit 2: 2020 Audit Committee’s Review Report

Yeong Guan Energy Technology Group Company Limited

永冠能源科技集團有限公司

Audit Report of the Audit Committee

Exhibit 3: The Status of the Company’s Domestic Unsecured Convertible Bonds in Taiwan for Fiscal Year of 2020

Exhibit 4: Comparison Table of Modified Articles on “Codes of Ethical Conduct”

Exhibit 5 :Independent Auditors’ Report and Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

The Occurrence of Operating Revenue

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Yeong Guan Energy Technology Group Co., Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2020 and 2019

Yeong Guan Energy Technology Group Co., Ltd. and Subsidiaries

Consolidated Income Statement

Consolidated Statement of Cash Flows

(brought forward)

Exhibit 6: Profit Distribution Table for Year 2020

PROFIT DISTRIBUTION TABLE

Year 2020

Yeong Guan Energy Technology Group Co., Ltd.

IV. Appendices

Appendix 1: Rules of Procedure for Shareholders Meetings

Article 6

Appendix 2: Articles of Association

ELEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

TABLE OF CONTENTS

THE COMPANIES LAW (2020 Revision) COMPANY LIMITED BY SHARES

TWELFTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Yeong Guan Energy Technology Group Company Limited

Table A

INTERPRETATION

1. Definitions

SHARES

2. Power to Issue Shares

3. Redemption and Purchase of Shares

4. Rights Attaching to Shares

5. Share Certificates

6. Preferred Shares

REGISTRATION OF SHARES

7.

Register of Members

8. Registered Holder Absolute Owner

10. Transmission of Shares

ALTERATION OF SHARE CAPITAL

YGG AGM Information 2021