Stock Code: 5546

Yonggu Group Inc.

2026 Annual General Meeting

Meeting Handbook

Date: June 26, 2026 at 9:00 am

Location: 15F., No. 99, Fuxing N. Rd., Songshan District, Taipei City

Table of Contents
Chapter I Meeting Procedure	3
Chapter II Meeting Agenda	4
I. Report Items	5
II. Proposals	6
III. Discussions	7
IV. Elections	8
V. Extempore Motions	8
VI. Meeting Adjournment	8
Chapter III Attachments	9
I. Business Report	10
II. Audit Committee's Review Report	13
III. Independent Auditors' Report and Financial Statements	14
IV. Earnings Distribution Table	25
V. Comparison table of company articles before and after amendment	26
Chapter IV Appendices	29
I. Articles of Incorporation	30
II. Rules of Procedure for Shareholders' Meetings	87
III. Shareholding Status of the Company's Directors	100

Yonggu Group Inc.
2026 Annual General Meeting
Meeting Procedure

Call the Meeting to Order
Chairperson Remarks
Report Items
Proposals
Discussions
Elections
Extempore Motions
Meeting Adjournment

Yonggu Group Inc.
2026 Annual General Meeting
Meeting Agenda

Time: June 26, 2025 6at 9:00 am
Location: 15F., No. 99, Fuxing N. Rd., Songshan District, Taipei City

I. Report Items
(I) 2025 Business Report.
(II) 2025 Annual Audit Committee Review Report.
(III) Distribution of 2025 Remuneration for Employees and Directors.

II. Proposals
(I) 2025 Business Report and Financial Statements.
(II) Proposal for 2025 Earnings Distribution.

III. Discussions
(I) Proposal to amend the company's articles of association
(II) Cash payment from the capital reserve.

IV. Elections
NONE

V. Extempore Motions

VI. Meeting Adjournment

I. Report Items

Report No. 1
Subject: 2025 Business Report.
Explanation:
Please refer to Attachment I on #Pages 10 to 12# of the Handbook for the 2025 Business Report

Report No. 2
Subject: 2025 Audit Committee's Review Report.
Explanation:
Please refer to Attachment II on #Page 13# of the Handbook for the 2025 Audit Committee's Review Report.

Report No. 3
Subject: Distribution of 2025 Remuneration for Employees and Directors.
Explanation:
The Company’s pre-tax net loss for fiscal year 2025 was NT$194,988 thousand. In accordance with the provisions of the Company’s Articles of Association and the recommendation of the Remuneration Committee, the Company does not intend to distribute directors’ remuneration and employees’ remuneration.

II. Proposals

Proposal No. 1 (Proposed by the Board of Directors)

Subject: 2024 Business Report and Financial Statements.

Explanation:

The 2024 financial report of our company has been audited by Accountant Xiuqing and Accountant Yu Qianru of Ernst & Young, and the audit report has been issued and submitted to the board of directors of our company for approval together with the business report. It has also been submitted to the audit committee for review and is now submitted to the shareholders' meeting for approval.
Please refer to Attachments I and II on #Pages 10 to 12# and Attachment III on #Pages 13 to 24# of the Handbook for the Business Report and Financial Statements.

Resolution:

Proposal No. 2 (Proposed by the Board of Directors)

Subject: Proposal for 2025 Earnings Distribution.

Explanation:

The Company's net profit attributable to the parent company after tax for fiscal year 2025 was NT$175,402,519, and distributable earnings as of December 31, 2025 were NT$1,335,643. Considering future operating conditions and working capital needs, it is proposed not to distribute earnings.
Please refer to this meeting manual for the company's 2024 profit distribution table to Attachments IV on #Pages 25# of this Procedure Manual..

Resolution:

III. Discussions

Proposal No. 1 (Proposed by the Board of Directors)

Subject: Proposal to amend the company's articles of association for discussion..

Explanation:

Pursuant to Article 28-7 of the Securities Listing Review Guidelines, the Company's Articles of Association shall be amended to include the important matters regarding the protection of shareholders' rights and interests designated by the Exchange. In order to comply with the amendments to the relevant laws and regulations, the Company's Articles of Association have been amended. For a comparison table of the Company's Articles of Association before and after the amendment, please refer to #Pages 26 to 28# of this meeting manual [Attachments V] and #Pages 30 to 99# of the amended Articles of Association [Appendix I].

Proposal No. 2 (Proposed by the Board of Directors)

Subject: Cash payment from the capital reserve.

Explanation:

The Company intends to distribute cash from capital reserves. It intends to allocate the excess proceeds from the issuance of shares in excess of the par value of the shares to the capital reserves at NT$1 per share, totaling NT$82,353,402. The cash will be distributed to the shareholders based on the shares they hold as recorded in the shareholder register on the base date of the distribution, up to the amount of Yuan (rounded down if the amount is less than Yuan), and the total amount of any odd amounts will be included in the Company's other income.
If the total number of outstanding shares of the Company changes in the future, resulting in a change in the dividend rate to shareholders, the Chairman of the Board of Directors is authorized to adjust the dividend rate based on the actual number of outstanding shares of the Company as the dividend base.
The cash distribution in the preceding paragraph shall be submitted to the 2025 General Meeting of Shareholders for approval, and the Chairman shall be authorized to set the base date and distribution date for cash distribution and related matters.
7 -

IV. Elections

NONE

V. Extempore Motions

VI. Meeting Adjournment

Chapter III Attachments

Business Report

I. 2025 Operating Results

(I) The Company's consolidated operating revenue for 2025 was RMB 1,949,553,000, a decrease of RMB 867,083,000 compared to 2024; gross profit was RMB 134,039,000, a decrease of RMB 261,052,000 compared to 2024; operating loss was RMB 101,511,000, a decrease of RMB 196,118,000 compared to 2024; net loss before tax for 2025 was RMB 194,988,000, a decrease of RMB 211,921,000 compared to 2024; income tax profit was RMB 9,860,000; and consolidated net loss after tax was RMB 204,848,000, an increase of RMB 190,176 compared to 2024; basic loss per share was RMB 2.13.

(II) Current Status of Research and Development

In line with environmental protection trends, we develop next-generation green building materials and continue to receive honors as a green production enterprise.
In response to advancements in construction technology, we develop various types of permeable, impermeable, underwater, fire-resistant, and lightweight high-performance concrete, and have obtained high-tech enterprise certification.
We strengthen industry-academia collaboration and jointly develop high-performance concrete with Chongqing Jiaotong University.
We continuously optimize mix proportions to become a leader in technology and quality, and have become the designated supplier for various landmark projects such as Chongqing East High-Speed Railway Station, Huangjuotuo Bridge, the Sixth Vertical Line, and Chongqing Rail Transit.
We collaborate with upstream industries to develop new raw materials and continue to develop new admixtures to improve the stability of concrete while effectively reducing costs.

II. 2026 Business Plan Overview

(I) Business Policy

Provide a healthy, safe, and environmentally friendly factory environment.
Continuously expand our business market.
Continuously optimize concrete mix proportions.
10 -

Comply with environmental policies to reduce the factory's carbon footprint.
Strengthen industry-academia collaboration to develop new high-performance concrete.
Strengthen supplier management to stabilize the source and quality of raw materials.
Complete the construction of the concrete production plant – Dongzhao Station.

(II) Expected Sales Volume, its Basis, and Key Production and Sales Policies

Focus on quality to provide the most stable products.
Be customer-oriented and provide the fastest service.
Strengthen scheduling and control to improve production and transportation efficiency.
Continue to undertake landmark projects to maintain the company's brand image.
Achieve the sales target of 2.5 million cubic meters by 2026. III. Future Company Development Strategy and Impact of External Competitive Environment, Regulatory Environment, and Overall Operating Environment: With China's increasing efforts to control environmental pollution, the ready-mixed concrete, sand and gravel, and cement industries face higher environmental protection requirements. For concrete mixers, effective environmental protection is crucial for sustainable development. Low-quality or illegally sourced materials, which were prevalent in the industry in the past, have almost disappeared from the market in recent years. Under these circumstances, the concrete-related industries have begun to consolidate, and the industrial environment and upstream and downstream supply chains will become more robust. Our company, with its high quality, high efficiency, and high environmental standards, will be able to further highlight its competitive advantages.

While ready-mixed concrete plants are important drivers of urban development, they face significant relocation pressure as urban development matures. Our company has acquired Chongqing Dongzhao Changsheng New Building Materials Co., Ltd. in Jiulongpo District, Chongqing, which will become our new concrete production plant. This location has been selected by the Chongqing government as the site of the Western Science City, encompassing nearly 350 square kilometers, allowing us to capitalize on this wave of infrastructure development opportunities. Looking ahead, the Company will gradually expand its production capacity and market share, while continuing to develop towards green factories and green production. Simultaneously, the Group will seek opportunities in new markets to expand its product range and create higher profits for shareholders.

The Company has cultivated the concrete market in Chongqing's main urban area of China for over

11 -

twenty years, establishing a favorable position in the industry. Factors detrimental to industry development have been eliminated. With the continued development of infrastructure and real estate in Chongqing's main urban area, the company's operational outlook is optimistic, and its performance, operating scale, and market share will continue to grow in tandem.

Chairman: Kuo-Chuan Chien
President: Huang-Chih Lin
Accounting Manager: Chung-You Tsai

12 -

Yonggu Group Inc.

Audit Committee's Review Report

The Company's Board of Directors submitted the 2025 business report, consolidated financial statements, and proposal for distribution of earnings. PwC Taiwan has audited the consolidated financial statements and issued an audit report. The aforementioned business report, consolidated financial statements, and proposal for distribution of earnings have been reviewed by the Audit Committee, and the Audit Committee does not find any discrepancies. Thus, the review report is made for approval in conformity with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Yonggu Group Inc.

Convener of the Audit Committee: Shih-Ying Chen

May 13, 2026

13 -

Independent Auditors' Report

To Yonggu Group Inc.,

Audit Opinion

We have audited the consolidated balance sheets of Yonggu Group Inc. and its subsidiaries as of December 31, 2025 and December 31, 2024, and the consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows, as well as notes to the consolidated financial statements (including the summary of significant accounting policies) for the years ended December 31, 2025 and December 31, 2024.

Per opinions of the CPAs, the consolidated financial statements mentioned above have been prepared, in all material aspects, in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers," as well as the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the "IFRSs") endorsed and issued into effect by the Financial Supervisory Commission (the "FSC"), and can be reasonably assessed to present the consolidated financial conditions of Yonggu Group Inc. and its subsidiaries as of December 31, 2025 and December 31, 2024, as well as the consolidated financial performance and consolidated cash flows for the years from January 1 to December 31, 2025 and January 1 to December 31, 2024.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Auditing Standards (the "GAAS"). Our responsibilities required under the said standards will be detailed in the section of "Auditors' Responsibilities for the Audit of the Consolidated Financial Statements." We have stayed independent from Yonggu Group Inc. and its subsidiaries as required by the Code of Professional Ethics for Certified Public Accountant of the Republic of China (the "Code"), and we have fulfilled other responsibilities as stipulated by the Code. We are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of our audit opinion.

Key Audit Matters

Key audit matters refer to matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of Yonggu Group Inc. and its subsidiaries for the year of 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming out opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition

For fiscal year 2025, Yonggu Group Inc. and its subsidiaries recorded consolidated operating revenue of NT$1,949,553 thousand, with the main source of consolidated operating revenue being ready-mixed concrete sales. Revenue from concrete is recognized when the buyer has received and completed the pouring of the concrete, at which point the performance obligation is considered fulfilled and revenue is recognized. Therefore, the auditor has determined this to be a key audit matter.

The auditor's audit procedures include, but are not limited to:

Evaluating the appropriateness of revenue recognition accounting policies and testing the effectiveness of internal controls established by management for revenue recognition.
Selecting samples of ready-mixed concrete sales revenue transactions for detailed testing, verifying relevant documentation to confirm the accuracy of revenue recognition timing and the authenticity of transactions.
Performing cut-off testing for a period before and after the balance sheet date, selecting revenue transactions and examining relevant documentation to confirm that revenue has been appropriately recorded in the correct period.

The auditor also considered the appropriateness of revenue recognition disclosures in Note 4 and 6-12 to the consolidated financial statements.

Assessment of Impairment of Accounts Receivable

As of December 31, 2025, the net accounts receivable of Yonggu Group Inc. and its subsidiaries totaled NT$2,949,689 thousand, with net accounts receivable accounting for 63% of total assets, which is significant to

Yonggu Group Inc. and its subsidiaries. Since the allowance for accounts receivable losses is measured using lifetime expected credit losses, and involves judgment in applying relevant assumptions in the measurement process, including appropriate aging intervals, loss rates for each aging interval, and consideration of forward-looking information, the measurement of expected credit losses involves judgment, analysis, and estimation, and the measurement results affect the net value of accounts receivable. Therefore, the auditor determined that the assessment of impairment of accounts receivable is a key audit matter.

The auditor's audit procedures include, but are not limited to:

Understanding and testing the internal control system established by management for customer credit risk assessment.
Assessing their policy and procedures for establishing allowance for accounts receivable losses, including understanding the relevant information used by management to evaluate expected loss rates based on historical experience, current market conditions, and forecasts of future economic conditions.
Testing the provision matrix, including assessing whether the determination of each aging interval is reasonable, and sampling original documents for the underlying information to verify its accuracy, confirming that customer groups with significantly different loss patterns have been appropriately grouped.
Referencing historical loss rates from past years and considering future forward-looking factors, and reviewing relevant data to assess the reasonableness of the provision for allowance for losses.
Reviewing the subsequent collection status of accounts receivable for customers with larger balances at the end of the period to assess the recoverability of accounts receivable.

The auditor also considered the appropriateness of the disclosures regarding expected credit impairment losses in Notes 4, 5, and 6 to the consolidated financial statements.

Responsibilities of the Management and Governing Bodies for the Consolidated Financial Statements

Management is responsible for preparing fairly presented consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the IFRSs endorsed and issued into effect by the FSC, and for maintaining necessary internal controls related to the preparation of the consolidated financial statements to ensure that the consolidated financial statements do not contain material misstatements caused by fraud or errors.

In preparing the consolidated financial statements, the responsibility of the management includes assessing Yonggu Group Inc. and its subsidiaries' abilities to continue as a going concern, disclosing going concern related matters, as well as adopting a going concern basis of accounting unless the management intends to liquidate Yonggu Group Inc. and its subsidiaries or terminate the business, or has no realistic alternative but to do so.

The governing bodies of Yonggu Group Inc. and its subsidiaries (including the Audit Committee) have the responsibility to oversee the procedures for financial reporting.

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 Audit Standard will always detect a material misstatement when it exists. Misstatement may arise from frauds or errors. If it could be reasonably anticipated that the misstated amounts or aggregated sums could have an influence on the economic decisions made by the users of the consolidated financial statements, they will be deemed as material.

As part of an audit in accordance with the Audit Standards, we exercise professional judgment and professional skepticism throughout the audit. We also execute the following tasks:

Identify and assess the risks of material misstatement in the consolidated financial statements arising from fraud or error; design and implement appropriate countermeasures for the assessed risks; and obtain sufficient and appropriate audit evidence as a basis for the audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than that 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 Yonggu Group's internal control.

Evaluate the appropriateness of accounting policies adopted by the management and the reasonableness of the accounting estimates and related disclosures made accordingly.
Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, determine whether a material uncertainty exists related to events or conditions that may cast significant doubt on Yonggu Group Inc. and its subsidiaries' abilities 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 circumstances may cause Yonggu Group Inc. and its subsidiaries to no longer continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion of the Group.

We communicate with the governing bodies 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 the governing bodies with a statement that all persons within our firm who are subject to independence requirements have complied with the relevant ethical requirements regarding independence, and 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 the governing bodies, we determined the key audit matters for Yonggu Group Inc. and its subsidiaries' consolidated financial statements for the year of 2025. 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.

Ernst & Young

Regulatory Approval for the Financial Reports of Publicly Issued Companies

Audit Certification Number: Jin-Guan-Zheng-Shen-Zi No. 1140351528

Jin-Guan-Zheng-Shen-Zi No. 1030025503

Lin, Hsiu-Ching

CPA:

Chien-Ju, Yu

March 27, 2026

Yonggu Group Inc. and Its Subsidiaries
Consolidated Balance Sheets
Years Ended December 31, 2025 and 2024
Unit: NTD Thousand

Assets			December 31, 2025		January 1 to December 31, 2024
Code	Accounting Items	Note	Amount	%	Amount	%
	Current assets
1100	Cash and cash equivalents	4, 6	$130,866	3	$148,026	3
1136	Financial assets at amortized cost - current	4, 8	51,044	1	52,602	1
1150	Notes receivable, net	4, 5, 6, 8	371,759	8	459,543	8
1170	Accounts receivable, net	4, 5, 6, 8	1,829,405	39	2,109,356	38
1200	Other receivables		171	-	33,096	1
1220	Current income tax Assets	4	-	-	796	-
130x	Inventories	4, 6	50,687	1	70,850	1
1410	Prepayments		75,342	1	75,454	1
11xx	Total current assets		2,509,274	53	2,949,723	53
	Non-current assets
1600	Property, plant and equipment	4, 6, 8	586,953	12	536,645	10
1755	Right-of-use assets	4, 6, 8	345,659	7	362,021	7
1760	Net amount of investment property	4, 5, 6, 8	230,902	5	206,289	4
1780	Intangible assets	4, 6	67,096	1	77,522	1
1840	Deferred income tax assets	4, 5, 6	136,586	3	163,637	3
1920	Guarantee deposits paid		49,129	1	61,858	1
1930	Long-term notes and payments receivable	4, 5, 6, 8	748,525	16	1,147,794	21
1995	Other non-current assets - others	7	23,803	2	24,995	-
15xx	Total non-current assets		2,188,653	47	2,580,761	47

1xxx	Total assets		$4,697,927	100	$5,530,484	100

Please see notes to the consolidated financial statements

Chairman: Kuo-Chuan, Chien
Manager: Huang-Chih, Lin
Accounting Manager: Chung-You Tsai

Yonggu Group Inc. and Its Subsidiaries
Consolidated Balance Sheets (continued)
Years Ended December 31, 2025 and 2024
Unit: NTD Thousand

liabilities and equity			December 31, 2025		January 1 to December 31, 2024
Code	Accounting Items	Note	Amount	%	Amount	%
	Current liabilities
2100	Short-term borrowings	4, 6, 7, 8	$772,762	16	$696,956	13
2130	Contract liabilities - current	4, 6	54,990	1	73,165	1
2170	Accounts payable		1,112,256	24	1,572,469	28
2200	Other payables	6	76,099	2	61,731	1
2281	Lease liabilities - current	4, 6	635	-	2,231	-
2322	Long-term borrowings due within one year or one operating cycle	6, 7	139,680	3	108,976	2
21xx	Total current liabilities		2,156,422	46	2,515,528	45
	Non-current liabilities
2540	Long-term borrowings	4, 6, 7, 8	131,291	3	181,290	3
2570	Deferred income tax liabilities	4, 5, 6	112,064	2	152,607	4
2580	Lease liabilities - non-current	4, 6	14,976	-	17,808	-
2620	Long-term notes and accounts payable – related parties	7	314,300	7	269,184	5
2645	Guarantee deposits received		72,749	2	115,884	2
2670	Other non-current liabilities - others		2,975	-	3,068	-
25xx	Total non-current liabilities		648,355	14	739,841	14

2xxx	Total liabilities		2,804,777	60	3,255,369	59
	Equity	4, 6
3100	Share capital
3110	Ordinary share		823,534	18	823,534	15
3200	Capital surplus		851,950	18	975,480	17
3300	Retained earnings
3310	Legal reserve		106,667	2	105,297	2
3320	Special reserve		100,206	2	100,206	2
3350	Undistributed earnings		1,335	-	219,285	4
3400	Other equity interest		(18,099)	-	(6,594)	-
31xx	Total equity attributable to owners of the parent company		1,865,593	40	2,217,208	40
36xx	Non-controlling interests	6	27,557	-	57,907	1
3xxx	Total equity		1,893,150	40	2,275,115	41
	Total liabilities and equity		$4,697,927	100	$5,530,484	100

Please see notes to the consolidated financial statements

Chairman: Kuo-Chuan, Chien
Manager: Huang-Chih, Lin
Accounting Manager: Chung-You Tsai

Yonggu Group Inc. and Its Subsidiaries
Consolidated Statements of Comprehensive Income
January 1 to December 31, 2025, and January 1 to December 31, 2024
Unit: Except for earnings (loss) per share, in NTD thousand

Code	Accounting Items	Note	2025		2024
			Amount	%	Amount	%
4000	Operating revenue	4, 6	$1,949,553	100	$2,816,636	100
5000	Operating costs	4, 6	(1,815,514)	(93)	(2,421,545)	(86)
5900	Gross profit		134,039	7	395,091	14
6000	Operating expenses	4, 6, 7
6100	Selling expenses		(30,300)	(2)	(44,117)	(2)
6200	Administrative expenses		(129,867)	(7)	(140,767)	(5)
6300	Research and development expenses		(26,547)	(1)	(27,272)	(1)
6450	Expected credit impairment loss		(48,836)	(3)	(88,328)	(3)
	Total operating expenses		(235,550)	(13)	(300,484)	(11)
6900	Operating profit (loss)		(101,511)	(6)	94,607	3
7000	Non-operating income and expenses	4, 6, 7
7100	Interest revenue		475	-	2,165	-
7010	Other income		8,218	-	18,497	1
7020	Other gains and losses		(50,135)	(3)	(40,294)	(1)
7050	Finance costs		(44,544)	(2)	(58,042)	(2)
7055	Expected credit impairment loss		(7,491)	-	-	-
	Total non-operating income and expenses		(93,477)	(5)	(77,674)	(2)
7900	Net income (loss) before tax		(194,988)	(10)	16,933	1
7950	Income tax expenses	4, 5, 6	(9,860)	(1)	(31,605)	(1)
8200	Net loss for this period		(204,848)	(11)	(14,672)	-
8300	Other comprehensive income (net amount)	4, 6
8360	Items that may be reclassified subsequently to profit or loss
8361	Exchange differences on translation of foreign financial statements		(12,410)	(1)	96,384	3
	Other comprehensive income (net amount)		(12,410)	(1)	96,384	3
8500	Total comprehensive income (loss)		$(217,258)	(12)	$81,712	3
8600	Net profit (loss) attributable to:
8610	Owners of the parent company		$(175,403)	(9)	$13,701	-
8620	Non-controlling interests		(29,445)	(2)	(28,373)	(1)
			$(204,848)		$(14,672)
8700	Total comprehensive profit attributable to:
8710	Owners of the parent company		$(186,908)	(10)	$107,313	4
8720	Non-controlling interests		(30,350)	(2)	(25,601)	(1)
			$(217,258)		$81,712
	Earnings (loss) per share (NT$)	6
9750	Basic earnings (loss) per share		$(2.13)		$0.17
9850	Diluted earnings (loss) per share		$(2.13)		$0.17

(Please refer to Notes of Consolidated Financial Statements)

Chairman: Kuo-Chuan, Chien
Manager: Huang-Chih, Lin
Accounting Manager: Chung-You Tsai

Yonggu Group Inc. and Its Subsidiaries
Consolidated Statements of Changes in Equity
January 1 to December 31, 2025, and January 1 to December 31, 2024
Unit: NTD Thousand

Item	Equity attributable to owners of the parent company							Non-controlling interests	Total equity
	Share capital	Capital surplus	Retained earnings			Other equity interest	Total
			Legal reserve	Special reserve	Undistributed earnings	Exchange differences on translation of foreign financial statements
Balance as of January 1, 2024	$823,534	4, 6	$1,140,186	$105,297	$97,195	$208,595	$(100,206)	$2,274,601	$83,508
Appropriation and distribution of earnings for 2023 Special reserve	-	-	-	-	3,011	(3,011)	-	-	-
Net income for 2024 (loss)	-	-	-	-	-	13,701	-	13,701	(28,373)
Other comprehensive income for 2024	-	-	-	-	-	-	93,612	93,612	2,772
Total comprehensive income (loss)	-	-	-	-	-	13,701	93,612	107,313	(25,601)
Capital surplus distribution in cash	-	-	(164,706)	-	-	-	-	(164,706)	-
Balance as of December 31, 2024	$823,534		$975,480	$105,297	$100,206	$219,285	$(6,594)	$2,217,208	$57,907
Balance as of January 1, 2025	$823,534	4, 6	$975,480	$105,297	$100,206	$219,285	$(6,594)	$2,217,208	$57,907
Appropriation and distribution of earnings for 2024 Legal reserve	-	-	-	1,370	-	(1,370)	-	-	-
Cash dividends	-	-	-	-	-	(41,177)	-	(41,177)	(41,177)
Net loss for 2025	-	-	-	-	-	(175,403)	-	(175,403)	(29,445)
Other comprehensive income for 2025	-	-	-	-	-	-	(11,505)	(11,505)	(905)
Total comprehensive income (loss)	-	-	-	-	-	(175,403)	(11,505)	(186,908)	(30,350)
Capital surplus distribution in cash	-	-	(123,530)	-	-	-	-	(123,530)	-
Balance as of December 31, 2025	$823,534		$851,950	$106,667	$100,206	$1,335	$(18,099)	$1,865,593	$27,557

(Please refer to Notes of Consolidated Financial Statements)

Chairman: Kuo-Chuan, Chien
Manager: Huang-Chih, Lin
Accounting Manager: Chung-You Tsai

Yonggu Group Inc. and Its Subsidiaries
Consolidated Statements of Cash Flows
January 1 to December 31, 2025, and January 1 to December 31, 2024
Unit: NTD Thousand

Item	2024
Cash flows from operating activities Net profit before tax for the period
Profit (loss) before tax for the period
Adjustment items
Income and expense items
Depreciation expenses
Depreciation expenses of investment property
Amortization expenses
Expected credit impairment loss
Interest expenses
Interest revenue
Gain (loss) on disposal and retirement of property, plant and equipment
Gain on disposal of investment property
Impairment losses on non-financial assets
Gain on lease modification
Changes in assets/liabilities related to operating activities
Increase (decrease) in notes receivable
Increase (decrease) in accounts receivable
Increase (decrease) in other receivables
Increase (decrease) in inventories
Increase (decrease) in prepayments
Increase (decrease) in long-term notes and accounts receivable
Increase (decrease) in contract liabilities - current
Increase (decrease) in accounts payable
Increase (decrease) in other payables
Increase (decrease) in other non-current liabilities - others
Cash inflows used in operations
Interest received
Interest paid
Income tax paid
Net cash inflows used in operating activities
Cash flows from investing activities
Financial assets measured at amortized cost
Gain (loss) on disposal of financial assets measured at amortized cost
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Refundable deposits (increase)
Refundable deposits refunded
Acquisition of intangible assets
Acquisition of investment property
Disposal of investment property
Decrease in prepayments for equipment
Net cash outflows generated from investing activities
Cash flows from financing activities

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Increase in short-term borrowings
Decrease in short-term borrowings
Proceeds from long-term borrowings
Repayment of long-term borrowings
Increase (decrease) in long-term notes and accounts payable - related parties
Increase in deposits received
Decrease in deposits received
Repayment of lease principal
Cash dividends paid
Net cash outflows generated from financing activities

Effect of exchange rate changes on cash and cash equivalents

(Decrease) in cash and cash equivalents
Balance of cash and cash equivalents at beginning of year
Balance of cash and cash equivalents at end of year

(Please refer to Notes of Consolidated Financial Statements)

Chairman: Kuo-Chuan, Chien
Manager: Huang-Chih, Lin
Accounting Manager: Chung-You
Tsai

YONGGU GROUP INC.
Distribution of Earnings
2025
Unit: NT$

Item	Amount
Beginning retained earnings	$176,738,162
Add: Net loss for 2025:	(175,402,519)

Distributable surplus	1,335,643
Assign Project
Less: Cash dividends (0 NTD per share)
Ending retained earnings	$1,335,643

Note: The distribution of cash dividends shall be distributed by NT dollars (rounded down to the nearest dollar) and the aggregated amount of the odd lots shall be recorded as other income of the Company.

Chairman: Kuo-Chuan Chien
President: Huang-Chih Lin
Accounting Manager: Chung-You Tsai

24 -

Yonggu Group Inc.
永固集團股份有限公司
Comparison Table for ARTICLES OF ASSOCIATION
章程修正對照表

| No.
條次 | Current Provisions
現行條文 | Proposed Amendments
修正條文草案 | Explanations
修正理由 |
| --- | --- | --- | --- |
| 第 34 條 | (1) During the Relevant Period, at least thirty (30) days’ notice of an annual general meeting and fifteen (15) days’ notice of an extraordinary general meeting shall be given to each Member, and the Company may make a public announcement of a notice of general meeting to Members holding less than 1,000 Shares instead of delivering the same to each Member. The period of notice shall be exclusive of the day on which it is served and of the day on which the general meeting is to be held. Such notice shall be in writing, shall specify the place, the day and the time of meeting and the agenda and the proposals to be resolved at the general meeting and shall be given in the manner hereinafter described or be given via electronic communications if previously consented by the Members and permitted by the Law and the Applicable Listing Rules. | (1) During the Relevant Period, at least thirty (30) days’ notice of an annual general meeting and fifteen (15) days’ notice of an extraordinary general meeting shall be given to each Member. The period of notice shall be exclusive of the day on which it is served and of the day on which the general meeting is to be held. Such notice shall be in writing, shall specify the place, the day and the time of meeting and the agenda and the proposals to be resolved at the general meeting and shall be given in the manner hereinafter described or be given via electronic communications if previously consented by the Members and permitted by the Law and the Applicable Listing Rules. | 為配合臺灣證券交易所於2026 年 2 月 4 日以臺證上二字第1151700475號公告修正「外國發行人註冊地國股東權益保護事項檢查表」（下稱「股東權益保護事項檢查表」）之要求，修訂第34條第1項之規定。 |

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| No.
條次 | Current Provisions
現行條文 | Proposed Amendments
修正條文草案 | Explanations
修正理由 |
| --- | --- | --- | --- |
| | (1) 於掛牌期間，股東常會之召集，應於三十日前通知各股東；股東臨時會之召集，應於十五日前通知各股東。對於持股未滿 1,000 股之股東，公司得依據開曼法令及上市（櫃）規範之規定以公告方式通知之。通知之寄發日及召集日均不計入前述期間。前述通知應以書面為之，並載明開會之地點、日期、時間、議程與召集事由，並依本章程之規定送達，或於取得股東事前同意且不違反開曼法令及上市（櫃）規範之情形下，以電子通訊方式為之。 | (1) 於掛牌期間，股東常會之召集，應於三十日前通知各股東；股東臨時會之召集，應於十五日前通知各股東。通知之寄發日及召集日均不計入前述期間。前述通知應以書面為之，並載明開會之地點、日期、時間、議程與召集事由，並依本章程之規定送達，或於取得股東事前同意且不違反開曼法令及上市（櫃）規範之情形下，以電子通訊方式為之。 | |
| 1. 第 37 條 | 2. During the Relevant Period, the Company shall prepare a manual for each general meeting, and such manual and relevant materials shall be published on the website designated by the Commission, the TPEx or the TWSE (where applicable) twenty-one (21) days prior to the scheduled date of the relevant annual general meeting and fifteen (15) days prior to the scheduled date of the relevant extraordinary general meeting pursuant to the Applicable Listing Rules. However, in the event the Company’s total paid-in capital as of the close of the most recent financial year reaches NTS2 billion or more, or when the aggregate number of Shares held by the foreign investors and Mainland Chinese investors | During the Relevant Period, the Company shall prepare a manual for each general meeting, and such manual and relevant materials shall be published on the website designated by the Commission, the TPEx or the TWSE (where applicable) thirty (30) days prior to the scheduled date of the relevant annual general meeting and fifteen (15) days prior to the scheduled date of the relevant extraordinary general meeting pursuant to the Applicable Listing Rules.
5.
6.
7.
8.
9.
10. | 為配合股東權益保護事項檢查表之要求，修訂第 37 條之規定。 |

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| No.
條次 | Current Provisions
現行條文 | Proposed Amendments
修正條文草案 | Explanations
修正理由 |
| --- | --- | --- | --- |
| 3.
4. | reached thirty percent (30%) or more as recorded in the Register at the time of holding of the general meeting in the most recent financial year, the Company shall upload the electronic files of the abovementioned manual and relevant materials thirty (30) days prior to the scheduled date of the relevant annual general meeting.

於掛牌期間，本公司召開股東會應編製股東會議事手冊，並應依上市（櫃）規範之規定，於股東常會開會前二十一日或股東臨時會開會前十五日，將議事手冊及其他會議相關資料公告於金管會、櫃買中心或證交所（如適用）指定之網站上。但本公司於最近會計年度終了當日實收資本額達新台幣 20 億元以上或最近會計年度召開股東常會時股東名簿記載之僑外投資人及大陸地區投資人持股比率合計達百分之三十以上者，應於股東常會開會三十日前完成前開電子檔案之傳送。 | 11.
12.
13.
14.
15.
16.
17. 於掛牌期間，本公司召開股東會應編製股東會議事手冊，並應依上市（櫃）規範之規定，於股東常會開會前三十日或股東臨時會開會前十五日，將議事手冊及其他會議相關資料公告於金管會、櫃買中心或證交所（如適用）指定之網站上。 | |

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Chapter IV. Appendices

Company Number: 311933

THE CAYMAN ISLANDS

THE COMPANIES ACT (AS REVISED)

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Yonggu Group Inc.

Incorporated on the 27th day of May, 2016

(as adopted by a Special Resolution passed on 26th day of June, 2026)

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

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

Yonggu Group Inc.

(as adopted by a Special Resolution passed on 26 th day of June, 2026)

The name of the Company is Yonggu Group Inc.
The Registered Office of the Company shall be situated at the Office of Portcullis (Cayman) Ltd at The Grand Pavilion Commercial Center, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, or such other place within the Cayman Islands as the Board may from time to time decide, being the registered office of the Company.
Subject to the following provisions of this Memorandum of Association, the objects for which the Company is established are unrestricted, and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act (As Revised).
Subject to the following provisions of this Memorandum of Association, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act (As Revised).
31 -

Nothing in this Memorandum of Association shall permit the Company to carry on a business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (as revised) or to carry on insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Law (as revised) or to carry on the business of company management without being licensed in that behalf under the Companies Management Act (as revised).
The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
When conducting business, the Company shall comply with the laws and regulations as well as business ethics, and may take actions that will promote public interests in order to fulfil its social responsibilities.
The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
The share capital of the Company is NT$1,000,000,000 divided into 100,000,000 ordinary shares of a nominal or par value of NT$10 each with power for the Company, subject to the provisions of the Companies Act (As Revised) and the Articles of Association, to redeem or purchase any of its shares and to sub-divide, increase or reduce the said capital and to issue any part of its capital, original, redeemed, increased or reduced, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be ordinary, preference or otherwise, shall be subject to the power hereinbefore contained.
Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company and the interpretations section of the Articles of Association of the Company shall apply to this Memorandum of Association.
32 -

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

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

Yonggu Group Inc.

(as adopted by a Special Resolution passed on 26 th day of June, 2026)

INTERPRETATION

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

Applicable Listing Rules
the relevant laws, regulations, rules and codes as amended, from time to time, applicable as a result of the

33 -

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original and continued trading or listing of any shares on any Taiwan stock exchange or securities market, including, without limitation the relevant provisions of the Securities and Exchange Act of the R.O.C., the Company Act of the R.O.C., the Business Mergers And Acquisitions Act of the R.O.C., the Act Governing Relations Between Peoples of the Taiwan Area and the Mainland Area, and any similar laws, statutes and the rules and regulations of the R.O.C. authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the TPEx and the TWSE (where applicable);

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

Auditors
the certified public accountant (if any) retained by the Company to audit the accounts of the Company, to audit and/or certify the financial statements of the Company or to perform other similar duties as assigned or requested by the Company for the time being;

Board
the board of Directors of the Company comprising all the Directors;

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

Chairman
has the meaning given thereto in Article 69;

Class or Classes
any class or classes of Shares as may from time to time be issued by the Company in accordance with these Articles;

Commission
the Financial Supervisory Commission of the R.O.C. or any other authority for the time being administering the Securities and Exchange Act of the R.O.C.;

Company
Yonggu Group Inc.;

Consolidation
the combination of two or more constituent companies into a consolidated company which is the new company that results from the consolidation of the constituent companies and the vesting of the undertaking, property and liabilities of such companies in the consolidated company within the meaning of the Law and the Applicable Listing Rules;

Director
a director of the Company or an Independent Director (if any) for the time being who collectively form the Board, and “Directors” means 2 or more of them (including any and all Independent Director(s));

Discount Transfer
has the meaning set out in Paragraph (4) of Article 23;

35 -

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

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

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

Financial Statements
has the meaning set out in Article 104;

Independent Directors
those Directors designated as "Independent Directors"
who are elected by the Members at a general meeting and
appointed as "Independent Directors" for the purpose of
these Articles and the requirements of the Applicable
Listing Rules, and “Independent Director” means any one
of them;

Juristic Person
a firm, corporation or other organization which is
recognised by the Law and the Applicable Listing Rules
as a legal entity;

Law
the Companies Act (As Revised) of the Cayman Islands and
any amendment or other statutory modification thereof and
every other act, order, regulation or other instrument having
statutory effect (as amended from time to time) for the time
being in force in the Cayman Islands applying to or
affecting the Company, the Memorandum and/or these
Articles, and where in these Articles any provision of the
Law is referred to, the reference is to that provision as
modified by any law for the time being in force;

Member or Shareholder
a Person who is duly registered as the holder of any Share
or Shares in the Register for the time being, including
persons who are jointly so registered and “Members” or
“Shareholders” means 2 or more of them;

Memorandum
the memorandum of association of the Company, as
amended or substituted from time to time;

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

Month
a calendar month;

NTD
New Taiwan Dollars;

Ordinary Resolution
a resolution:-
(a) passed by a simple majority of votes cast by such
Members as, being entitled to do so, vote in person
or, in the case of any Members being Juristic

36 -

Persons, by their respective duly authorised representatives or, where proxies are allowed, by proxy, present at a general meeting of the Company held in accordance with these Articles;

(b) at any time other than during the Relevant Period, approved in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives); or

(c) where the Company has only one Member, approved in writing by such Member signed by such Member and the effective date of the resolution so adopted shall be the date on which the instrument is executed;

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

Preferred Shares
has the meaning given thereto in Article 4;

Private Placement
an offer by the Company of its Shares, bonds and other securities approved by the Commission to specific persons pursuant to the Applicable Listing Rules;

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

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

Relevant Period
the period commencing from the date on which any of the securities of the Company first become public offering or registered or listed on the Emerging Market, the TPEX, the TWSE or any Taiwan stock exchange or securities market to and including the date immediately before the day on which none of such securities are so registered or listed (and so that if at any time registration or listing of any such securities is suspended for any reason whatsoever and for any length of time, they shall nevertheless be treated, for the purpose of this definition, as registered or listed);

R.O.C. or Taiwan
the Republic of China, its territories, its possessions and all areas subject to its jurisdiction;

R.O.C. Courts
the Taiwan Taipei District Court or any other competent courts in the R.O.C.;

Seal
the common seal of the Company;

Secretary
any Person for the time being appointed by the Directors

to perform any of the duties of the secretary of the Company and including any assistant, deputy, acting or temporary secretary;

Share
any share in the capital of the Company. All references to "Shares" herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression "Share" shall include a fraction of a Share;

Share Premium Account
the share premium account of the Company established in accordance with these Articles and the Law;

Shareholder Service Agent
the agent licensed by the R.O.C. authorities and having its offices in the R.O.C. to provide shareholder services, in accordance with the Applicable Listing Rules and the Regulations Governing the Administration of Shareholder Services of Public Companies of the R.O.C. (as revised), to the Company;

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

Special Reserve
has the meaning set out in Article 95;

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

(a) passed by a majority of at least two-thirds of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Members being Juristic Persons, by their respective duly authorised representatives or, where proxies are allowed, by proxy, present at a general meeting of the Company held in accordance with these Articles, of which notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a Special Resolution, has been duly given;

(c) where the Company has only one Member, approved in writing by such Member signed by such Member and the effective date of the special resolution so adopted shall be the date on which the instrument is executed.

A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be

37 -

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required under any provision of these Articles;

Spin-off
an act wherein a transferor company transfers all of its independently operated business or any part of it to an existing or a newly incorporated company as consideration for that existing transferee company or newly incorporated transferee company to give shares, cash or other assets to the transferor company or to shareholders of the transferor company;

Statutory Reserve
a reserve set aside in an amount equal to ten percent (10%) of the total amount of after-tax net profit for the period and other items adjusted to the then-current year’s undistributed earnings other than after-tax net profit for the period as calculated by the Company under the Applicable Listing Rules;

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

TDCC
the Taiwan Depository & Clearing Corporation;

TPEx
the Taipei Exchange in Taiwan;

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

TWSE
the Taiwan Stock Exchange Corporation.

(2) Unless the context otherwise requires, expressions defined in the Law and used herein shall have the meanings so defined.

(3) In these Articles unless the context otherwise requires:

(a) words importing the singular number shall include the plural number and vice-versa;

(b) words importing the masculine gender shall include the feminine gender and neuter genders;

(c) a notice provided for herein shall be in writing unless otherwise specified and all reference herein to "in writing" and "written" shall include printing, lithography, photography and other modes of representing or reproducing words in permanent visible form; and

(d) "may" shall be construed as permissive and "shall" shall be construed as imperative.

(4) Headings used herein are intended for convenience only and shall not affect the construction of these Articles.

Subject to these Articles and any resolution of the Members to the contrary, the Board may, in respect of all Shares for the time being unissued:

(a) offer, issue and allot of such Shares to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine, but so that no Share shall be issued at a discount, except in accordance with the provisions of the Law and, if during the Relevant Period, the Applicable Listing Rules; and

(b) grant options with respect to such Shares and issue warrants or similar instruments with respect thereto, in accordance with the provisions of the Law and, if during the Relevant Period, the Applicable Listing Rules; and, for such purposes, the Board may reserve an appropriate number of Shares for the time being unissued.

Subject to Article 5 and the sufficiency of the authorised share capital of the Company, the Company may issue Shares of different Classes with rights which are preferential or inferior to those of ordinary Shares issued by the Company ("Preferred Shares") with the approval of a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors.
(1) Where the Company is to issue Preferred Shares, the following shall be expressly set out in these Articles:

(a) the total number of Preferred Shares that have been authorised to be issued and the numbers of the Preferred Shares already issued;

39 -

(b) the order, fixed amount or fixed ratio of allocation of dividends, bonuses and other distributions on such Preferred Shares;

(c) the order, fixed amount or fixed ratio of allocation of surplus assets of the Company, upon its liquidation, to the holders of the Preferred Shares;

(d) the order of or restrictions on the voting right(s) (including, where applicable, a statement that such Preferred Shares have no voting rights whatsoever) of the holders of such Preferred Shares;

(e) other matters concerning rights and obligations incidental to the Preferred Shares; and

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

(2) Subject to the Law, the Memorandum and these Articles shall be amended with the sanction of a Special Resolution to stipulate the rights, benefits and restrictions of such Preferred Shares and the number of the Preferred Shares the Company is authorised to issue.

During the Relevant Period, subject to the sufficiency of the authorised share capital of the Company and these Articles, the issue of new ordinary Shares in the Company shall be approved by a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors.
(1) The Company shall issue Shares without printing share certificates, provided that the Register shall be conclusive evidence of the entitlement of a Person to Shares recorded against his/her/its name. During the Relevant Period, whenever the Company issues Shares, the Company shall, in compliance with the Law and the Applicable Listing Rules and subject to receipt of the subscription price from each subscriber, deliver or cause the Shareholder Service Agent to deliver Shares by advising TDCC to record the number of Shares against the name of each subscriber within thirty (30) days from the date the Board resolves to issue Shares. The Company shall make a public announcement in accordance with the Applicable Listing Rules prior to the delivery of such Shares.
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(2) When the total number of Shares in every issuance has been subscribed to in full, the Company shall immediately request each of the subscribers for payment. Where the Company issues Shares at a premium, the amount in excess of par value shall be collected at the same time with the payment for Shares. Where a subscriber delays payment for Shares as mentioned above, the Company shall prescribe a period of not less than one (1) month and call upon each subscriber to pay up, declaring that in case of default of payment within that prescribed period the subscriber’s right shall be forfeited. After the Company have made the aforesaid call, the subscribers who fail to pay accordingly shall forfeit their rights and the Shares subscribed to by them shall be otherwise sold. Under such circumstances, the Company may hold the subscriber liable for compensating the damage, if any, resulting from such default in payment.

(3) The Company shall not issue bearer Shares.

(4) The Company shall not issue any unpaid Shares or partial paid-up Shares to any Person. For the avoidance of doubt, a subscriber who fails to pay up the Shares pursuant to Paragraph (2) of this Article will not be considered a Member until the Shares to be subscribed are paid in full, and only if the Shares the subscriber subscribed have been paid in full may the subscriber's name be entered in the Register.

(5) The Company shall neither issue Shares without par value nor convert its Shares from Shares with par value to Shares without par value.

During the Relevant Period:

(a) upon each issuance of new Shares, the Board may reserve not more than fifteen percent (15%) of the new Shares for subscription by the Employees pursuant to the Law and the Applicable Listing Rules; and

(b) where the Company issues new Shares for cash consideration, after the Board reserving certain percentage of the new Shares for subscription by the Employees pursuant to Subparagraph (a) of this Article, the Company shall allocate ten percent (10%) (or such greater percentage as the Company by an Ordinary Resolution determines) of the total number of the new Shares to be issued for offering in the R.O.C. to the public unless (i) the Commission, the TPEx and/or the TWSE (where applicable) considers

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such public offering unnecessary or inappropriate or (ii) the Applicable Listing Rules provide otherwise.

During the Relevant Period, subject to an Ordinary Resolution, upon each issuance of new Shares for cash consideration, the Company shall, after reserving the portion of new Shares for subscription by the Employees and public offering in the R.O.C. pursuant to Article 8, first offer such remaining new Shares, by a public announcement and a written notice to each existing Member respectively, stating that in case any such existing Member fails to confirm his/her/its subscription within the prescribed period his/her/its subscription right shall be forfeited, for the subscription of each such existing Member in proportion to the number of Share(s) held by him/her/it, provided that:

(a) where any fractional Share held by a Member is insufficient to subscribe for one new Share, the fractional Shares being held by several Members may be combined for joint subscription of one or more integral new Shares or for subscription of new Shares in the name of a single Member;

(b) the existing Member(s) may assign and transfer his subscription right to other Persons independently of his original Shares; and

(1) Subparagraph (a) of Article 8 and Article 9 shall not apply whenever the new Shares are issued due to the following reasons:

(a) in connection with a Merger or a Consolidation of the Company or a Spin-off of the Company's business, or pursuant to any reorganisation of the Company save as otherwise provided by these Articles;

(b) in connection with meeting the Company's obligation under Share subscription warrants and/or options granted to the Employees;

(d) in connection with meeting the Company's obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares;

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(e) in connection with meeting the Company’s obligation under share subscription warrant or Preferred Shares vested with rights to acquire Shares; or

(f) in connection with issuance of new Shares to the existing Members by capitalisation of the Company’s reserves in accordance with these Articles.

(2) Article 8 and Article 9 shall not apply to any of the following circumstances:

(a) the Company, as the surviving company, issues new Shares for a Merger, or the Company issues new shares for the Merger between its subsidiary and other companies;

(b) all new Shares are issued as consideration for being acquired by the other company with the intention of takeover;

(c) all new Shares are issued as consideration for the acquisition of issued shares, business, or assets of other companies;

(d) new Shares are issued for the share exchange entered into by the Company,

(e) new Shares are issued for a Spin-off effected by the transferor company;

(f) new Shares are issued in connection with any Private Placement conducted pursuant to Article 13; or

(g) new Shares are issued in connection with any other event otherwise prohibited, limited, restricted or exempted to so apply pursuant to the Law and/or the Applicable Listing Rules.

(3) New Shares issued for any of the circumstances in the preceding Paragraph may be paid up in cash or assets as required for the business of the Company.

During the Relevant Period, subject to the Applicable Listing Rules, the Company
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may, upon adoption of a resolution passed by a majority of the Directors present at a meeting of the Board attended by two-thirds or more of the total number of Directors, enter into a share subscription right agreement with the Employees whereby such Employees may subscribe, within a specific period of time, for a specific number of Shares of the Company at an agreed subscription price. Upon execution of the said agreement, the Company shall issue to each of such Employees a share subscription warrant. Such issued share subscription warrant shall be non-assignable, except for transfer by inheritance or intestacy.

During the Relevant Period, the Company may issue new Shares with restricted rights to Employees of the Company and/or its Subordinate Companies, subject to approval of Shareholders at a general meeting by a majority of the Shareholders present who represent two-thirds or more of the total issued and outstanding Shares, and in the event the total number of shares represented by the Shareholders present at a general meeting is less than the percentage of the total issued and outstanding Shares required in the preceding sentence, a resolution related thereto may be adopted by two-thirds of the voting rights exercised by the Shareholders present at the general meeting who represent a majority of the total issued and outstanding Shares, provided that Articles 8 and 9 shall not apply. In respect of the issuance of Shares to Employees in the preceding sentence, the number of Shares to be issued, issue price, issue conditions, restrictions and other matters shall be subject to the Applicable Listing Rules and the Law.
(1) During the Relevant Period and subject to the Applicable Listing Rules, the Company may, with the sanction of a Special Resolution, conduct a Private Placement with any of the following Persons in the R.O.C.:

(a) banks, bills finance enterprises, trust enterprises, insurance enterprises, securities enterprises, or other Juristic Persons or institutions approved by the Commission;

(b) natural persons, Juristic Persons, or funds meeting the conditions prescribed by the Commission; or

(2) Subject to the preceding Paragraph, the Board may resolve by a majority of the Directors presents at a meeting attended by two-thirds or more of the total numbers of the Directors that a Private Placement of ordinary

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corporate bonds be carried out by installments within one year of the date of such resolution.

The Company may by a Special Resolution reduce its share capital in the manner authorised, and subject to any conditions prescribed, by the Law and the Applicable Listing Rules.
During the Relevant Period, any issuance, conversion or cancellation of the Shares or any other equity securities (including but not limited to warrants, options or bonds), capitalisation and shareholder services, shall comply with the Law, the Applicable Listing Rules and the Regulations Governing the Administration of Shareholder Services of Public Companies of the R.O.C. (as revised).

MODIFICATION OF RIGHTS

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

REGISTER

Subject to the Law, the Board shall cause to be kept the Register at such place within or outside the Cayman Islands as it deems fit. During the Relevant Period, the Register shall be entered therein the particulars required under the Law and the Applicable Listing Rules, and shall be made available at its Shareholder Service Agent's office in the R.O.C. The Board or any other authorized conveners of general meetings of the Company may request that the Company or the Company's Shareholder Service Agent provide a copy of the Register for
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inspection.

Notwithstanding anything contained in these Articles and subject to the Law, during the Relevant Period, the relevant information of the Members shall be recorded by TDCC, and the Company shall recognize each person identified in the records provided by TDCC to the Company as a Member and such records shall form part of the Register as at the date of receipt of such records by the Company.

REDEMPTION AND REPURCHASE OF SHARES

(1) Subject to the Law and these Articles, Shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by Special Resolution determine.

(2) All Preferred Shares may be redeemed in accordance with the provisions of the Law, provided that the privileges accorded to holders of the Preferred Shares by these Articles shall not be impaired under the Law and the Applicable Listing Rules.

(1) Subject to the Law, the Applicable Listing Rules and these Articles, upon the approval of a majority of the Directors present at a Board meeting attended by two-thirds or more of Directors, the Company may purchase its own Shares.

(2) During the Relevant Period:

(a) The number of Shares to be purchased by the Company from time to time shall not exceed ten percent (10%) of the total number of issued and outstanding Shares and the total amount of the Shares to be purchased by the Company shall not exceed the aggregate amount of retained profits, premium on capital stock, and realized Capital Reserve.

(b) Such resolutions of the Board approving purchases of Shares and the implementation thereof (including the failure of any purchase of Shares as approved by such resolutions, if any) shall be reported to the Shareholders at the next general meeting of the Company.

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(1) Shares repurchased, redeemed or acquired (by way of surrender or otherwise) by the Company shall be cancelled immediately or held as Treasury Shares, upon such terms and manner and subject to such conditions as the Board thinks fit.

(2) During the Relevant Period, all matters relating to the Company’s redemption and repurchase of Shares shall be subject to the Law and the Applicable Listing Rules.

(1) Subject to the Law, for so long as the Company holds Treasury Shares, the Company shall be entered in the Register as the holder of the Treasury Shares, provided that:

(a) the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

(b) the Treasury Shares shall not be pledged or encumbered in any manner whatsoever;

(c) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the purposes of these Articles or the Law; and

(d) no dividend/bonus may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Members on a winding up) may be made to the Company, in respect of a Treasury Share.

(2) Subject to the Law and these Articles, any or all Treasury Shares may at any time be canceled or transferred to any person (including the Employees; the qualifications of such employees shall be determined by the Board, subject to Paragraph (5) of this Article) upon such terms and manner and subject to such conditions as the Board thinks fit. The Board may determine, at its discretion, the terms and conditions (including a lock-up period restricting the transfer of any Treasury Shares transferred to the Employees pursuant to this Paragraph (2) for a term of up to two (2) years) of such transfer.

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(3) A sum equal to the consideration (if any) received by the Company pursuant to the transfer of Treasury Share(s) shall be credited in accordance with the Law.

(4) Subject to Paragraph (5) of this Article and the Law, the Company may, by way of a Special Resolution passed at the next general meeting of the Company, transfer the Treasury Shares to the Employees for a price that is below the average price that the Company has paid to purchase such Treasury Shares (the “Discount Transfer”), provided that the following matters shall be specified in the notice of such general meeting with the description of their major contents, and shall not be proposed as ad hoc motions:

(a) the transfer price of the Treasury Shares as determined by the Board, the discount rate used for the Discount Transfer, and the calculation basis of the Discount Transfer, and the basis of such determination;

(b) the amount of the Treasury Shares to be transferred pursuant to, and the purpose of, the Discount Transfer, and the basis of such determination;

(c) the qualification and terms of the Employees to whom the Treasury Shares are transferred and the amount of Treasury Shares for which such Employees may subscribe pursuant to the Discount Transfer;

(d) matters that the Board is of the opinion that may affect Shareholders' equity, including:

(i) any expenses that may be incurred and dilution of per share profit, if any, due to the Discount Transfer in accordance with the Applicable Listing Rules; and

(ii) any burden on the Company caused by the Discount Transfer in accordance with the Applicable Listing Rules.

(5) The total aggregate amount of the Treasury Shares to be transferred to the Employees pursuant to the Discount Transfer in accordance with Paragraph

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(4) of this Article shall not exceed five percent (5%) of the total number of issued and outstanding Shares of the Company, and each Employee shall not subscribe for more than point five percent (0.5%) of the total issued and outstanding Shares of the Company in aggregate.

(1) Notwithstanding anything to the contrary contained in these Articles but subject to the Law, the Company may carry out a compulsory purchase and cancellation of its Shares on a pro rata basis (rounded up or down to the nearest whole number) among the Shareholders in proportion to the number of Shares held by each such Shareholder subject to approval by a Special Resolution. The purchase price payable to the Shareholders in connection with a purchase of Shares described in the preceding sentence may be paid in cash or in kind. Where any purchase price is paid in kind, the type of such payment in kind and the corresponding amount of such substitutive distribution shall be subject to approval by a Special Resolution as well as individual consent by the Shareholder(s) receiving such payment in kind. Prior to convening the general meeting for approving such purchase of Shares, the Board shall determine the monetary equivalent value of any purchase price to be paid in kind and have such value audited and certified by a certified public accountant in the R.O.C.

(2) For the avoidance of doubt, where the proposed purchase and cancellation of Shares is not on a pro rata basis, such purchase and cancellation shall be made only at any time other than during the Relevant Period, and subject to the Law and the Applicable Listing Rules, the Board is empowered to authorize and carry out such repurchase and cancellation without approval by Special Resolution in accordance with the preceding Paragraph.

TRANSFER AND TRANSMISSION OF SHARES

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

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

CLOSING REGISTER OR FIXING RECORD DATE

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

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

GENERAL MEETINGS

The Company shall in each year hold a general meeting as its annual general meeting within six months after close of each financial year or such other period

as may be permitted by the Commission, the TPEx or the TWSE (where applicable). The annual general meeting shall be convened by the Board.

All general meetings other than annual general meetings shall be called extraordinary general meetings. The Board may, whenever they think fit, convene an extraordinary general meeting of the Company.
During the Relevant Period, all general meetings to be held in physical locations shall be held in the R.O.C. At any time other than during the Relevant Period, the Board may convene any general meeting at such place as it deems fit.
(1) Any one or more Member(s) may, by depositing the requisition notice specifying the proposals to be resolved and the reasons thereof, request the Board to convene an extraordinary general meeting, provided that such Member or Members continuously holds at least three percent (3%) of the issued Shares of the Company as at the date of deposit of the requisition notice for a period of at least one year immediately prior to that date. If the Board does not give notice to Members to convene such meeting within fifteen (15) days after the date of the requisition notice, the proposing Member(s) may convene a general meeting.

(2) Any one or more Member(s) continuously holding more than half of the total issued Shares of the Company for a period of no less than three months may convene an extraordinary general meeting. The number of Shares held by such Member or Members and the holding period of which such Member or Members hold such Shares shall be calculated and determined based on the Register as of the first day of the Book Closure Period.

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

NOTICE OF GENERAL MEETING

(1) During the Relevant Period, at least thirty (30) days' notice of an annual general meeting and fifteen (15) days' notice of an extraordinary general meeting shall be given to each Member. The period of notice shall be exclusive of the day on which it is served and of the day on which the general meeting is to be held. Such notice shall be in writing, shall specify
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the place, the day and the time of meeting and the agenda and the proposals to be resolved at the general meeting and shall be given in the manner hereinafter described or be given via electronic communications if previously consented by the Members and permitted by the Law and the Applicable Listing Rules.

(2) At any time other than the Relevant Period, at least five (5) days’ notice in writing shall be given of an annual general meeting or any other general meeting PROVIDED HOWEVER that notice may be waived by all the Member either at or before the meeting is held PROVIDED FURTHER that notice or waiver thereof may be given by email, telex or telefax. At any time other than the Relevant Period, a general meeting may be convened by such shorter notice with the consent of a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five percent (95%) in nominal value of the Shares giving that right.

(1) During the Relevant Period, the Company shall make public announcements with regard to notice of general meeting, proxy form, summary information and details about items to be proposed at the meeting for approval, discussion, election or dismissal of Directors at least thirty (30) days prior to any annual general meeting or at least fifteen (15) days prior to any extraordinary general meeting.

(2) During the Relevant Period, if the Company allows the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission in accordance with Article 57, the Company shall also send to the Shareholders the information and documents as described in the preceding Paragraph, together with the voting right exercise forms.

The following matters shall not be considered, discussed or proposed for approval at a general meeting unless they are specified in the notice of general meeting with the description of their major contents; the major contents may be posted on the website designated by the R.O.C. competent authorities or the Company, and such website shall be indicated in the notice:

(a) any election or removal of Director(s);

(b) any alteration of the Memorandum and/or these Articles;

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(d) applying for the approval of ceasing the status as a public company;

(e) any dissolution, voluntary winding-up, Merger, share exchange, Consolidation or Spin-off of the Company;

(f) entering into, amending, or terminating any contract for lease, management or regular joint operation of the Company’s whole business;

(g) the transfer of the whole or any material part of the Company’s business or assets;

(h) the acquisition of the whole business or assets of a Person, which has a material effect on the operation of the Company;

(i) carrying out a Private Placement of any equity-type securities issued by the Company;

(j) granting a waiver to a Director’s non-competition obligation or approving a Director to engage in activities in competition with the Company;

(k) distributing dividends, bonuses or other distributions payable on or in respect of the Share in whole or in part by way of issuance of new Shares; and

(l) capitalisation of the Company’s Statutory Reserve, the Share Premium Account and/or the income from endowments received by the Company in the Capital Reserve, by issuing new Shares and/or cash to its existing Members.

During the Relevant Period, the Company shall prepare a manual for each general meeting, and such manual and relevant materials shall be published on the website designated by the Commission, the TPEx or the TWSE (where applicable) thirty (30) days prior to the scheduled date of the relevant annual general meeting and fifteen (15) days prior to the scheduled date of the relevant extraordinary general meeting pursuant to the Applicable Listing Rules.
The accidental omission to give notice of a general meeting to, or the non-receipt of
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a notice of a general meeting by, any Member entitled to receive notice shall not invalidate the proceedings of that general meeting.

PROCEEDINGS AT GENERAL MEETINGS

(1) No business, other than the appointment of a chairman of the meeting, shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, at least two Members present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing more than one-half of the total issued and outstanding Shares with voting rights shall be a quorum of Members for all purposes.

(2) When a general meeting is held, a Member may participate in the general meeting through the medium of video conference call or any other form of communications designated and announced by the competent authority set forth in the Company Act of the R.O.C.; provided that in case of calamities, unforeseen incidents, or force majeure, the competent authority set forth in the Company Act of the R.O.C. may announce and designate that during a prescribed period the Company shall hold a general meeting by means of video conference call or any other form of communications without regard to lack of express provisions in these Articles. A Member participating in this way is deemed to be present in person at the general meeting.

(3) With respect to participation of a general meeting through the medium of video conference call referred to in the preceding Paragraph, the Company shall comply with the conditions, operating procedures and other matters prescribed by the Applicable Listing Rules.

(1) During the Relevant Period, one or more Member(s) holding one percent (1%) or more of the total issued Shares of the Company may submit to the Company not more than one proposal in writing or by way of electronic transmission for resolution at an annual general meeting.

(2) During the Relevant Period, prior to the commencement of the period in which the Register is closed for transfers before an annual general meeting, the Company shall make a public announcement of the place and the period for Members to submit proposals; provided that the period for submitting such proposals shall not be less than ten (10) days.

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(3) The Member who has submitted a proposal shall attend, in person or by a proxy, such general meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.

(4) The Board shall include a proposal submitted by Member(s) unless:

(a) the proposal involves matters which cannot be settled or resolved at a general meeting under the Law, the Applicable Listing Rules and these Articles;

(b) the number of Shares held by the proposing Member(s) is less than one percent (1%) of the total issued Shares in the Register upon commencement of the Book Closure Period before the relevant annual general meeting of the Company;

(d) the proposal contains more than three hundred (300) words; or

(e) the proposal is submitted after the expiration of the specified period announced by the Company for submitting proposals.

(5) If a proposal submitted by Member(s) is intended to urge the Company to promote public interests or fulfil its social responsibilities, the Board may include the proposal notwithstanding that one of the circumstances set forth in the preceding Paragraph (4) of this Article applies.

(6) The Company shall, prior to the despatch of a notice of the relevant annual general meeting, inform all the proposing Members of whether their proposals are accepted or not, and shall list in the notice of the relevant annual general meeting all the accepted proposals. The Board shall explain at the relevant annual general meeting the reasons for excluding any proposal submitted by Members.

The Chairman shall preside as chairman at every general meeting of the Company convened by the Board. For a general meeting convened by any Person other than the Board, such Person shall act as the chairman of that meeting; provided that if there are two or more Persons jointly convening such meeting, the chairman of the meeting shall be elected from those Persons.
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If at any general meeting the Chairman is not present or is unwilling to act as chairman, he shall appoint one of the Directors to act on his behalf. In the absence of such appointment, the Directors present may choose one of them to be the chairman of that general meeting.
A general meeting may be adjourned by the Company by an Ordinary Resolution from place to place within five (5) days, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for more than five (5) days, notice of the time and location of the adjourned meeting shall be given as in the case of an original meeting.
At any general meeting, a resolution put to the vote of the meeting shall be decided on a poll.
Unless otherwise expressly required by the Law, the Applicable Listing Rules or these Articles, any matter proposed for approval by the Members at a general meeting shall be passed by an Ordinary Resolution.
(1) Subject to the Law and the Applicable Listing Rules, the Company may by a Special Resolution:

(a) enter into, amend, or terminate any contract for lease, management or regular joint operation of its whole business;

(b) transfer the whole or any material part of its business or assets;

(d) distribute dividends, bonuses or other distributions in whole or in part by way of issuance of new Shares;

(e) effect any Spin-off of the Company;

(f) enter into any share exchange;

(g) authorise a plan of Merger or Consolidation involving the Company;

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(h) resolve that the Company be wound up voluntarily for reasons other than the reason provided in Article 47;

(i) carry out a Private Placement;

(j) grant a waiver to a Director’s non-competition obligation, or approve a Director to engage in activities in competition with the Company;

(k) change its name;

(l) change the currency denomination of its share capital;

(m) increase the share capital by such sum, to be divided into new Shares of such Classes of such par value, as the resolution shall prescribe;

(n) consolidate and divide all or any of its share capital into Shares of a larger par value than its existing Shares;

(o) subdivide its existing Shares, or any of them, into Shares of a smaller par value than is fixed by the Memorandum;

(p) cancel any Shares that, at the date of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled;

(q) subject to these Articles (including without limitation Articles 16 and 17), alter or amend the Memorandum or these Articles, in whole or in part;

(r) reduce its share capital and any fund of the capital redemption reserve in any manner authorised by the Law and the Applicable Listing Rules;

(s) appoint an inspector to examine the affairs of the Company under the Law;

(t) [Intentionally Deleted]; and

(u) apply for the approval of ceasing the status as a public company.

(2) Notwithstanding anything contained in these Articles, unless otherwise provided by the Law and the Applicable Listing Rules, in case the Company is dissolved after participating in the merger/consolidation or the Company is delisted from the TPEx or TWSE due to the general transfer (or the assignment of all rights and delegation of all duties of the Company), the transfer of business or assets of the Company, any share exchange or any Spin-off entered into or carried out by the Company while the surviving, transferee, existing or newly incorporated company is not a listed company (including TWSE/TPEx listed company), any such action aforementioned shall be approved by the affirmative vote of at least two-thirds (2/3) of the total votes cast by the

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Members of the Company.

Subject to the Law and the Applicable Listing Rules, the Company may by an Ordinary Resolution resolve that the Company be wound up voluntarily if the Company is unable to pay its debts as they fall due.
(1) Subject to the compliance with the Law, in the event any of the resolutions with respect to the matter(s) as set out in Subparagraph (a), (b) or (c) of Paragraph (1) of Article 46 is adopted at a general meeting, a Member who has notified the Company in writing of his objection to such proposal prior to that meeting and subsequently raised his objection at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price; provided, however, that no Member shall have the abovementioned appraisal right if the resolution to be adopted is in relation to the matter(s) set out in Subparagraph (b) of Paragraph (1) of Article 46 and at the same meeting the resolution for the winding up of the Company is also adopted.

(2) Subject to the compliance with the Law, in the event that the Company resolves to carry out any Spin-Off, Consolidation, Merger, acquisition or share exchange (collectively, the "Merger and Acquisition"), a Member expressing his dissent in accordance with the Applicable Listing Rules may request the Company to purchase all of his Shares at the then prevailing fair price.

(3) Without prejudice to the Law, a Member who votes against or waives his voting right at the meeting may request the Company to repurchase all of his Shares pursuant to Paragraphs (2) of this Article. In the event the Company and such Member fail to reach an agreement on the purchase price within sixty (60) days following the date of the resolution, the Company shall, within thirty (30) days after such sixty (60) days period, file a petition against all Members who fail to reach such an agreement (collectively, the "Dissenting Members") with the R.O.C. Courts for a ruling on the appraisal price, and may designate Taiwan Taipei District Court of the R.O.C. as the court of first instance. Any and all votes waived by a Member referred to in this Paragraph shall not be counted toward the number of votes represented by the Members present at a general meeting.

(4) Without prejudice to the Law, a Member making a request pursuant to Paragraphs (1) or (2) of this Article shall make such request in writing within twenty (20) days after the date of the general meeting adopting

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resolutions with respect to the matter(s) as set out in Subparagraph (a), (b) or (c) of Paragraph (1) of Article 46 or the Merger and Acquisition, and specify the repurchase price. If the Member and the Company reach an agreement on the repurchase price, the Company shall pay for the Shares to be repurchased within ninety (90) days after the date of the general meeting adopting such resolutions. In case no agreement is reached, the Company shall pay the fair repurchase price determined at its discretion to the Dissenting Members with whom the Company fail to reach an agreement within ninety (90) days after the date of the general meeting adopting such resolutions. If the Company fails to pay the price, it shall be considered to have accepted the repurchase price proposed by such Dissenting Members.

(5) Notwithstanding Paragraphs (2), (3) and (4) of this Article, nothing under this Article shall restrict or prohibit a Member from exercising his right under section 238 of the Companies Act (As Revised) of the Cayman Islands and any amendment or other statutory modification thereof to payment of the fair value of his shares upon dissenting from a Consolidation or Merger.

In case the procedure for convening a general meeting in which a resolution is adopted or the method of adopting a resolution is in violation of the Law, the Applicable Listing Rules or these Articles, a Member may, if and to the extent permitted under the Law, within thirty (30) days from the date of the resolution, submit a petition to the Taiwan Taipei District Court of the R.O.C., as applicable, for an appropriate remedy, including but not limited to, requesting the court to invalidate and cancel the resolution adopted therein.
Notwithstanding anything to the contrary provided for in these Articles, at any time other than during the Relevant Period, a resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.
The proceedings regarding general meetings and the voting in general meetings not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Company by an Ordinary Resolution from time to time; during the Relevant Period, such internal rules shall be in compliance with the Law and the Applicable Listing Rules.
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VOTES OF MEMBERS

Subject to any rights and restrictions as to voting for the time being attached to any Share by or in accordance with these Articles, at any general meeting, every Member present in person (or in the case of a Member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each Share registered in his/her/its name in the Register.
In the case of joint Members, the joint Members shall select a representative among them to exercise their voting powers and the vote cast by such representative, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Members.
A Shareholder who holds Shares for the benefit of others need not use all his votes or cast all the votes he holds in the same way as he uses his votes in respect of Share he holds for himself. The qualifications, scope, methods of exercise, operating procedures and other requirements for separate votes shall be in compliance with the Applicable Listing Rules.
Any corporation which is a Member of the Company may, by resolution of its board or other governing body, authorise such natural person as it thinks fit to act as its representative at any general meeting or at any meeting of a Class of Members of the Company.
(1) Subject to the Law and the Applicable Listing Rules, Shares held by the following persons shall not be counted in the total number of issued Shares of the Company which are entitled to vote for when calculating the quorum at a general meeting and Members belonging to the following persons shall abstain from voting in respect of all Shares held by them:

(a) the Company itself (if such holding is permitted by the Law);

(b) any entity in which the Company is legally or beneficially interested in more than fifty percent (50%) of its issued and voting share capital or equity capital; or

(c) any entity in which the Company and (i) its holding company, and (ii) its Subordinate Company are legally or beneficially, directly or indirectly, interested in more than fifty percent (50%) of its issued and voting share capital or equity capital.

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(2) Any Member who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a general meeting shall abstain from voting in respect of all the Shares that such Member should otherwise be entitled to vote, on his behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Member(s) shall not be counted in determining the number of votes for or against such matter.

(3) Where any Director, who is also a Shareholder of the Company, creates or has created any charge, mortgage, encumbrance or lien in respect of Shares held by such Director (the "Charged Shares") exceeding fifty percent (50%) of total Shares held by such Director at the time of his/her latest appointment as Director, such Director shall refrain from exercising its voting rights on the Shares representing the difference between the Charged Shares and fifty percent (50%) of total Shares held by such Director at the time of his/her latest appointment as Director, and such Shares shall not carry the voting rights and shall not be counted toward the number of votes represented by the Shareholders present at a general meeting but shall be included in the quorum.

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

In case a Member who has cast his votes by a written instrument or by way of electronic transmission intends to attend the relevant general meeting in person, he shall, at least two (2) day prior to the date of the general meeting, revoke such votes by serving a notice in the same manner as he cast such votes. In the absence of a timely revocation of such votes, such votes shall remain valid.

PROXY

(1) A Member may appoint a proxy to attend a general meeting on his behalf by executing a proxy form produced by the Company stating therein the scope of power authorized to the proxy. A proxy need not be a Member.

(2) During the Relevant Period, subject to the Law and unless otherwise provided in these Articles, forms of instrument of proxy for use at a general meeting shall be produced by the Company specifying therein (a) the instructions for filling out the form, (b) the matters to be entrusted by the Member or to be voted upon pursuant to such proxy, and (c) the basic information of the Member as appointor, the proxy and the proxy solicitor (if any) and shall be sent out together with the notice of general meeting to all Members on the same day.

A Member may only appoint one proxy for each general meeting irrespective of how many Shares he holds and shall serve an executed proxy in compliance with the preceding Article to the Company or its Shareholder Service Agent as the case may be no later than five (5) days prior to the date of the general meeting. In case the Company receives two or more proxies from one Member, the one received first by the Company shall prevail unless an explicit statement by the Member to revoke such proxy is made in the subsequent proxy, provided this subsequent proxy is received no later than five (5) days prior to the date of the general meeting.
In case a Member who has served a proxy intends to attend the relevant general meeting in person or to exercise his voting power by way of a written ballot or electronic transmission, he shall, at least two (2) days prior to the date of the general meeting, revoke such proxy by serving a separate written notice to the Company or
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Shareholder Service Agent. Otherwise, the votes cast by the proxy at the general meeting shall prevail.

A Member who has served the Company with his voting decision in accordance with Article 57 for the purpose of exercising his voting power by way of a written ballot or by way of electronic transmission may appoint a person as his proxy to attend the meeting in accordance with these Articles, in which case the vote cast by such proxy shall be deemed to have revoked his previous voting decision served on the Company and the Company shall only count the vote(s) cast by such expressly appointed proxy at the meeting.
During the Relevant Period, except for trust enterprises or shareholder service agencies duly licensed under the R.O.C. competent authorities or the chairman of a general meeting who is deemed appointed as proxy pursuant to Article 57, where a Person acts as a proxy for two or more Members, the number of voting Shares that the proxy may vote in respect thereof shall not exceed three percent (3%) of the total number of issued and outstanding voting Shares; otherwise, such number of voting Shares in excess of the aforesaid threshold shall not be counted towards the number of votes cast for or against the relevant resolution or the number of voting Shares present at the relevant general meeting but shall be included in the quorum. Upon such exclusion, the number of voting Shares being excluded and attributed to each Member represented by the same proxy shall be determined on a pro-rata basis based on the total number of voting Shares being excluded and the number of voting Shares that such Members have appointed the proxy to vote for.
The use and solicitation of proxies not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Board from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular, the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of R.O.C. Public Companies (as amended, supplemented or otherwise modified from time to time)).

DIRECTORS AND THE BOARD

(1) The Board shall consist of not less than five (5) or more than twelve (12) Directors (including Independent Directors). Subject to the foregoing, the number of Directors to be elected and hold the office shall be stated in the notice of the general meeting in which an election of Directors will be held.

(2) A Director can be a natural person or a Juristic Person. Where a Director is a

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Juristic Person, it shall designate a natural person as its authorized representative to exercise, on its behalf, the powers of a Director and may replace such representative from time to time so as to fulfil its remaining term of the office. A Director shall not be required to hold any Shares in the Company.

(3) Directors shall be elected by Members at general meetings. Any Juristic Person which is a Member shall be entitled to appoint a natural person or natural persons as its representative(s) to be nominated for election as Director in accordance with these Articles.

(4) The principle of cumulative voting shall apply in any election of Directors pursuant to this Article. Each Member entitled to vote in such election shall have a number of votes equal to the product of (a) the number of votes conferred by such Member's Shares and (b) the number of Directors to be elected at the general meeting. Each Member may divide and distribute such Member's votes, as so calculated, among any one or more candidates for the directorships to be filled, or such Member may cast such Member's votes for a single candidate. At such election, the candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected. Notwithstanding anything to the contrary in these Articles, at any time other than the Relevant Period, the Company may by Ordinary Resolution appoint any Person to be a Director or remove any Director from office.

(5) The proceedings and the voting regarding the election of Directors not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by an Ordinary Resolution from time to time, which shall be in compliance with the Law and the Applicable Listing Rules.

The Company may, whenever it thinks fit, adopt and apply a candidate nomination mechanism for election of any of the Directors in accordance with the Applicable Listing Rules. Notwithstanding the foregoing, during the Relevant Period, a candidate nomination mechanism shall be adopted for election of all Directors. Upon adoption of candidate nomination mechanism, the Directors and Independent Directors shall be elected by the Members at a general meeting from among the nominees listed in the respective rosters of director candidates and independent director candidates. Subject to the Law and the Applicable Listing Rules, the Board may establish detailed rules and procedures for such candidate nomination.
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Subject to these Articles, each Director shall be appointed to a term of office of three (3) years and is eligible for re-election. In case no election of new Directors is effected prior to the expiration of the term of office of existing Directors, the term of office of such existing Directors shall be extended until the time such Directors are re-elected or new Directors are duly elected and assume their office subject to these Articles. In the event of any vacancy in the Board, the new Director elected in the general meeting shall fill the vacancy for the residual term of office.
(1) Unless otherwise provided by these Articles, a Director may be removed from office at any time by a Special Resolution adopted at a general meeting.

(2) Without prejudice to other provisions of these Articles, the Directors may be put up for re-election at any time before the expiration of the term of office of such Directors. In the event where all Directors are subject for re-election at a general meeting before the expiration of the term of office of such Directors, subject to the successful election of the new Directors at the same meeting, the term of office of all current Directors is deemed to have expired on the date of the re-election if the Members do not resolve that all current Directors will only retire at the expiration of their present term of office or any other date as otherwise resolved by the Members at the general meeting.

A chairman of the Board (the "Chairman") shall be elected from among the Directors and appointed in term by a majority of the Directors present at a Board meeting attended by at least two-thirds of all of the Directors then in office. The Chairman shall externally represent the Company and internally preside as the chairman at every Board meeting and at every general meeting convened by the Board. In the event the Chairman is not present at a meeting or cannot or will not exercise his power and authority for any cause, he shall designate one of the Directors to act on his behalf. In the absence of such designation, the Directors present at the meeting shall elect from among themselves an acting chairman.
The remuneration of a Director may differ from other Directors, and shall be determined by the Board, regardless of the Company profits or losses of respective years, based on (a) the extent of a Director's involvement with the operations of the Company, (b) the contribution of a Director to the Company, (c) the prevailing industry standard and (d) such other relevant factors.
When the number of Directors then in office falls below five (5) due to any Director(s) vacating his office for any reason, the Company shall hold an election for such number of Directors at the next general meeting to fill the vacancy for the
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remainder of the term of such outgoing Director(s). When the number of Directors then in office falls short by one-third of the total number of Directors initially constituting the existing Board, the Company shall convene an extraordinary general meeting within sixty (60) days of the occurrence of that fact for the purposes of electing such number of Directors to fill the casual vacancy.

Subject to these Articles, a Director other than an Independent Director may hold any other office (except that of Auditor) or place of profit under the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Board may determine, and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.
(1) Without prejudice to the duties owed by a Director to the Company under common law of the Cayman Islands and subject to the Law, the Directors shall assume fiduciary duties to the Company and without limitation, the due care of a good administrator, exercise due care and skill and act in the best interest of the Company in conducting the business operation of the Company, including matters in connection with Spin-off, Consolidation, Merger, or acquisition of the Company. A Director may be liable to the Company if he acts contrary to his duties. In circumstances where a Director breaches any of such duties and acts for his/her or other Person's interest, the Company may, with the sanction of an Ordinary Resolution, take all such actions and steps as may be appropriate and to the maximum extent legally permissible to seek to recover any and all earnings derived from such act as if such misconduct is done for the benefit of the Company.

(2) If a Director violates any law in the course of conducting the business of the Company, he shall be jointly and severally liable with the Company for the damages resulting from such violation.

(3) The preceding two Paragraphs of this Article shall apply, mutatis mutandis, to the officers of the Company who are authorised to act on its behalf in a senior management capacity.

Subject to these Articles, a Director other than an Independent Director may act by himself or his firm in a professional capacity for the Company (except that of
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Auditor), and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

To the extent permitted by the Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors, other than liability arising out of that person's negligence and/or dishonestly: an existing or former director (including alternate director), secretary or officer or Auditor of: the Company; a company which is a subsidiary of the Company; and a company in which the Company has or had an interest (whether direct or indirect).
During the Relevant Period, the qualifications, election, removal, power, authority and other requirements for Directors (including Independent Directors), which are not covered by these Articles, shall be in compliance with the Applicable Listing Rules.

INDEPENDENT DIRECTORS

(1) During the Relevant Period, the number of Independent Directors of the Company shall not be less than three (3) or one-third of the total number of Directors at any time, whichever is greater. Two (2) of the Independent Directors shall have resident status of the R.O.C. (such resident status being registered with local government authorities) PROVIDED HOWEVER that the number of Independent Directors of the Company shall not be less than four (4) when the Chairman is also the general manager or holds an office equivalent to the general manager or when a spousal relationship or a familial relationship within the first degree of kinship as defined under the Civil Code of Taiwan exists between the Chairman and the general manager of the Company or between the Chairman and an officer equivalent to the general manager of the Company.

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

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

POWERS AND DUTIES OF THE BOARD

(1) Subject to the Law, these Articles, the Applicable Listing Rules and any resolutions passed in a general meeting, the business of the Company shall be managed by the Board in such manner as it shall think fit, which may pay all reasonable expenses in connection with business management, including but not limited to expenses incurred in forming and registering the Company and may exercise all powers of the Company.

(2) If the Board fails to comply with the Applicable Listing Rules, these Articles and any resolutions passed in a general meeting in dealing with matters in connection with Spin-off, Consolidation, Merger, or acquisition of the Company, as a result of which the Company suffers damages, any Director involved in decision-making related thereto shall be liable to the Company in respect of the damages suffered by the Company. However, a Director may be exempted from the liability if the minutes of the Board meeting or written statement demonstrates such Director's dissent.

(3) Except as otherwise provided by these Articles, the compensation to be paid to the Directors shall be determined by the Board in accordance with the standard prevalent in the industry by reference to recommendation made by the remuneration committee (if established). Such compensation shall be deemed to accrue from day to day, and the Directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from Board meetings of the Directors, or any committee established under Article 82, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Board from time to time, or a combination partly of one such method and partly the other.

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The Board may from time to time appoint any Person to hold such office in the Company as the Board may think necessary for the management of the Company, including but not limited to officers and managers, and for such term and at such remuneration as the Board may think fit. Any Person so appointed by the Board may be removed by the Board.
The Board may appoint a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as the Board thinks fit. Any Secretary or assistant Secretary so appointed by the Board may be removed by the Board. The Secretary shall attend all general meetings and shall keep correct minutes of such meetings. Subject to the Applicable Listing Rules, the Secretary shall also perform such other duties as are prescribed by the Law or as may be prescribed by the Board.

COMMITTEES

Subject to the Law and the Applicable Listing Rules, the Board may, or the Company may by an Ordinary Resolution, establish any committee(s) and delegate any of their powers, authorities and discretions to such committee(s) (including but not limited to an audit committee and a remuneration committee) consisting of such member or members of their body or any other Persons as the Board thinks fit. Any committee(s) so formed shall, in the exercise of the powers, authorities and discretions so delegated, and in conducting its proceedings, conform to any regulations that may be imposed on it by the Board pursuant to the Applicable Listing Rules. If no regulations are imposed by the Board, the proceedings of a committee with two (2) or more members shall be, as far as is practicable, governed by these Articles regulating the proceedings of the Board.

82.1(1) During the Relevant Period, unless otherwise provided by the Law and the Applicable Listing Rules, the Company shall establish an audit committee; regulations governing the professional qualifications for its members, the formation of audit committee, the exercise of their powers of office, and related matters shall be prescribed and amended from time to time by the Board in accordance with the Applicable Listing Rules.

(2) The audit committee of the Company shall be composed of all the Independent Directors. The audit committee shall not be fewer than three Persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. A resolution of the audit

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committee shall have the concurrence of one-half or more of the members of the audit committee.

(3) The following matters shall be subject to the consent of one-half or more of all members of the audit committee of the Company and shall be thereafter submitted to the Board for a resolution:

(a) Adoption or amendment of an internal control system.
(b) Assessment of the effectiveness of the internal control system.
(c) Adoption or amendment of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
(d) A matter bearing on the personal interest of a Director.
(e) A material asset or derivatives transaction.
(f) A material monetary loan, endorsement, or provision of guarantee.
(g) The offering, issuance, or Private Placement of any equity-type securities.
(h) The hiring or dismissal of an Auditor, or the compensation given thereto.
(i) The appointment or discharge of a financial, accounting, or internal auditing officer.
(j) Annual and semi-annual financial reports.
(k) Any other material matter so required by the Company or the competent authority.

(4) With the exception of Subparagraph (j) above, any matter under a subparagraph of the preceding Paragraph that has not been approved with the consent of one-half or more of all members of the audit committee of the Company may be undertaken upon the approval of two-thirds or more of the Directors, without regard to the restrictions of the preceding Paragraph, and such resolution of the audit committee of the Company shall be recorded in the minutes of the Board meeting.

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82.2(1) During the Relevant Period, unless otherwise provided by the Law and the Applicable Listing Rules, the Company shall establish a remuneration committee; regulations governing the professional qualifications for its members, the formation of remuneration committee, the exercise of their powers of office, and related matters shall be prescribed and amended from time to time by the Board in accordance with the Applicable Listing Rules. Remuneration referred to in this Paragraph shall include salary, stock options, and any other substantive incentive measures for Directors and managerial officers under the Law or the Applicable Listing Rules.

(2) The members of the remuneration committee of the Company shall be appointed by the Board and shall not be fewer than three members, a majority of whom shall be the Independent Directors.

(3) The remuneration committee of the Company shall exercise the care of a good administrator and in good faith when performing the official powers listed below, and shall submit its recommendations for deliberation by the Board:

(a) Prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for Directors and officers.

(b) Periodically evaluate and prescribe the remuneration of Directors and officers.

82.3(1) During the Relevant Period, prior to any resolution of the Merger and Acquisition by the Board, the audit committee of the Company shall review the fairness and reasonableness of the plan and transaction of the Merger and Acquisition, and then submit review results to the Board and the general meeting of the Company. However, the audit committee of the Company may elect not to submit the aforesaid review results to the Members at a general meeting if the Law provides that the Merger and Acquisition to be resolved requires no approval by the Members.

(2) When reviewing the abovementioned matters, the audit committee of the Company shall seek opinions from an independent expert on the reasonableness of the share exchange ratio or the distribution of cash or other assets.

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(3) The Company shall send the review results of the audit committee of the Company and opinions of independent experts to all Members together with the notice of general meeting in which the Merger and Acquisition is to be resolved. However, the Company shall report the Merger and Acquisition to the Members at the most recent general meeting if the Law provides that the Merger and Acquisition to be resolved requires no approval by the Members.

(4) If the Company posted the aforesaid review results and opinions of independent experts on a website designated by the R.O.C. competent authorities and arranged for the same documents to be made available at the venue of the general meeting of the Company for inspection by Members, those documents shall be deemed as having been sent to all Members.

DISQUALIFICATION AND VACATION OF OFFICE OF DIRECTORS

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

(a) commits a felony (including but not limiting to an offence under Statute for Prevention of Organizational Crimes of the R.O.C.) and has been convicted thereof, and either (i) he has not started serving the sentence, (ii) he has not completed serving the sentence, or (iii) the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than five (5) years;

(b) has been imposed a final sentence involving imprisonment for a term of more than one year for commitment of fraud, breach of trust or misappropriation, and either (i) he has not started serving the sentence, (ii) he has not completed serving the sentence, or (iii) the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two (2) years;

(c) has been imposed a final sentence due to violation of the Anti-corruption Act, and either (i) he has not started serving the sentence, (ii) he has not completed serving the sentence, or (iii) the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two (2) years;

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(d) becomes bankrupt or is adjudicated of commencement of liquidation proceeding by a court under the laws of any jurisdiction, and has not been reinstated to his rights and privileges;

(e) has allowed cheques and other negotiable instruments to be dishonoured and the records thereof have not been cancelled or expunged by the relevant regulatory authorities;

(f) dies or an order has been made by any competent court or authority on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and such order has not been revoked, or his legal capacity is restricted according to the applicable laws;

(g) ceases to be a Director by virtue of, or becomes prohibited from being a Director by reason of, an order made under any provisions of the Law and/or Applicable Listing Rules;

(h) ceases to be a Director by virtue of Article 84;

(i) resigns his office by notice in writing to the Company;

(j) is removed from office pursuant to these Articles; or

(k) has been ordered to be removed from office by the R.O.C. Courts on the grounds that such Director, in the course of performing his duties, committed serious violations of the Law, Applicable Listing Rules or these Articles, or acts resulting in material damage to the Company, upon a petition by the Company or Member(s) to the R.O.C. Courts.

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

(3) During the Relevant Period, if a Director (other than Independent Director), (a) after having been elected and before his inauguration of the office of a Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held by such Director

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at the time of his election or, (b) within the Book Closure Period fixed by the Board in accordance with Article 28(2) prior to the general meeting for the election of such Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held at the commencement of the Book Closure Period, his election as a Director shall be deemed invalid and void.

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

The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate and shall from time to time establish internal rules in this regard, which shall be in compliance with the Law and the Applicable Listing Rules. During the Relevant Period, the Board meetings shall be held at least once in each quarter or within such period and frequency as may be prescribed by the Applicable Listing Rules. The quorum necessary for the transaction of the business of the Board shall be a majority of the Directors. Subject to the Law, the Applicable Listing Rules and these Articles, any matter proposed for consideration and approval at a Board meeting shall be decided by a majority of votes entitled so to do.
A Director may, and the Secretary on the requisition of a Director shall, summon a Board meeting by, during the Relevant Period, at least seven (7) days' notice in writing, or at any time other than during the Relevant Period, at least forty eight hours' notice in writing, to every Director which notice shall set forth the general nature of the business to be considered PROVIDED HOWEVER, without prejudice to the prescribed notice, in the event of emergency, as determined by the Board in its sole discretion, a Board meeting may be called at any time upon a written notice given in accordance with the Applicable Listing Rules. Notwithstanding the forgoing, at any time other than during the Relevant Period, a notice of Board meeting may be waived by all the Directors at, before or retrospectively after the relevant Board meeting is held. Any notice or waiver thereof may be given by email, telex or telefax.
A Director may participate in a meeting of Board, or of any committee appointed by the Board of which such Director is a member, by means of visual communication facilities which permit all Persons participating in the meeting to see and communicate with each other simultaneously and instantaneously, and such participation shall be deemed to constitute presence in person at the meeting.
A Director may appoint another Director as his proxy to attend a meeting of the Board in writing with regard to a particular meeting, and state therein the scope of authority with reference to the subjects to be discussed at such meeting, in which event the presence and vote of the proxy shall be deemed to be that of the Director appointer. No Director may act as proxy for two (2) or more other Directors. Subject to these Articles, if a Director attends a Board meeting on his behalf and as the proxy of another Director, he is entitled to vote both as a proxy and for his own.
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A Director who is in any way, whether directly or indirectly, interested in a matter discussed, considered or proposed in a meeting of the Board shall declare the nature of his interest and its essential contents at such relevant meeting. When the Company conducts any Spin-Off, Consolidation, Merger, or acquisition, a Director who bears any interest in the transaction shall explain the essential contents of such personal interest and the reason of approval or disapproval of the resolution in connection with the transaction in a meeting of the Board and the general meeting of the Company. The Company shall specify in the notice of general meeting with descriptions of the essential contents of a Director’s personal interest and the reason of approval or disapproval of the resolution in connection with the transaction. The essential contents may be posted on the website designated by the R.O.C. competent authorities or the Company, and such website shall be indicated in the above notice. Where the spouse, a blood relative within the second degree of kinship of a Director as defined under the Civil Code of Taiwan, or any company which has a controlling or subordinate relation with a Director bear any interest in the matter under discussion at a Board meeting, such Director shall be deemed to bear a personal interest in the matter. Any Director who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a meeting of Board shall abstain from voting, on his own behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Director(s) shall not be counted in determining the number of votes for or against such matter.
Subject to these Articles, the continuing Directors may act notwithstanding any vacancy in their body.
Notwithstanding anything to the contrary provided for in these Articles, at any time other than during the Relevant Period, a resolution in writing signed by all of the Directors then in office or all of the members of a committee of Directors, including a resolution signed in counterpart or by way of signed email, telex or telefax transmission, shall be as valid and effectual as if it had been passed at a Board meeting or of a committee of Directors duly called and constituted.
The proceedings regarding Board meetings not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Board and reported to the Members at a general meeting from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular, the Regulations Governing Procedure for Board of Directors Meetings of Public Companies of the R.O.C.).
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RESERVES AND CAPITALISATION

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

(2) At any time other than during the Relevant Period, subject to the Law, the Board may capitalise any sum for the time being standing to the credit of the Share Premium Account or any of the other Company’s reserve accounts which are available for distribution or any sum standing to the credit of the profit and loss account or otherwise available for distribution and to appropriate such sums to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend//bonus and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.

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Where any difficulty arises in regard to any declaration of share dividends or share bonuses or other similar distributions under these Articles due to any fraction held by Member(s), the Board may determine that cash payments should be made to any Members in full, or part thereof, as may seem expedient to the Board. Such decision of the Board shall be effective and binding upon the Members.

COMPENSATION, DIVIDENDS AND BONUSES

At any time other than during the Relevant Period, subject to the Law and these Articles and except as otherwise provided by the rights attaching to any Shares, the Board may from time to time declare dividends/bonuses (including interim dividends/bonuses), and other distributions to the Members by issuing new, fully paid Shares and/or by cash in proportion to the number of Shares held by them respectively and authorise payment of the same out of the funds of the Company lawfully available therefore. The Directors may, before declaring any dividends, bonuses or distributions, set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the like discretion, be employed in the business or investments of the Company.

117.(1) As the Company is in the growing stage, the dividend/bonuses of the Company may be distributed in the form of cash dividends/bonuses and/or stock dividends/bonuses. The Company shall take into consideration the Company's capital expenditures, future expansion plans, and financial structure, funds requirement and other plans for sustainable development needs in assessing the amount of dividends/bonuses the Company wishes to distribute.

(2) During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles, where the Company has annual profits at the end of a financial year, upon the approval of a majority of the Directors present at a meeting attended by at least two-thirds or more of the total number of the Directors, the Company may distribute not less than one percent (1%) of the profits for such year to the Employees as the Employees' compensation in the form of shares and/or in cash and may distribute not more than one percent (1%) hereof to the Directors as the Directors' compensation, provided, however, that the total amount of accumulated losses of the Company (including adjusted undistributed profits) shall be reserved from the said profits in advance, and the Company shall distribute the remaining balance thereof to the Employees and Directors in the proportion set out

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

(3) During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles and except as otherwise provided by the rights attaching to any Shares, where the Company still has annual net profit for the year, after paying all relevant taxes, offsetting losses (including losses of previous years and adjusted undistributed profits, if any), setting aside the Statutory Reserve of the remaining profits in accordance with the Applicable Listing Rules (provided that the setting aside of the Statutory Reserve does not apply if the aggregate amount of the Statutory Reserve amounts to the Company's total paid-in capital), and setting aside the Special Reserve (if any), the Board may, by a resolution passed by a majority of the Directors present at a meeting of the Board attended by two-thirds or more of the total number of Directors, distribute not less than ten percent (10%) of the remaining balance (including the amounts reversed from the Special Reserve), plus accumulated undistributed profits of previous years (including adjusted undistributed profits) in part or in whole to the Members as dividends/bonuses in proportion to the number of Shares held by them respectively pursuant to these Articles; and in addition thereto a report of such distribution shall be submitted to the general meeting, provided that, cash dividends/bonuses shall not be less than ten percent (10%) of the total amount of dividends/bonuses to Members.

(4) During the Relevant Period, unless otherwise resolved by the general meeting of the Company, the Employees and Directors' compensations and dividends, bonuses or other forms of distributions payable to the Members shall be declared in NTD.

(5) The Board may deduct from the dividends, bonuses or any other amount payable to the Member in respect of the Share any amount (if any) due by such Member to the Company on account of calls or otherwise in relation to the Share.

(6) Any dividend, bonus or other monies payable on or in respect of the Share may be paid by wire transfer to the bank account nominated by the Member

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or by cheque or warrant sent through a post to the registered address of the Member, or to such Person and to such address as the holder may nominate in writing. In the case of joint Members, any of them may give a valid receipt for the dividend, bonus or other monies payable on or in respect of the Share.

(7) Subject to the Law and the Applicable Listing Rules, any Special Reserve may be reversed to undistributed profits of the Company.

100.1 During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles and except as otherwise provided by the rights attaching to any Shares:

(1) The Company may resolve to distribute net profit or offset losses at the end of each half fiscal year.

(2) For any distribution of net profit in accordance with the preceding Paragraph, whenever the Company still has net profit at the end of the first half fiscal year, the Company shall first estimate and reserve the amount of Employees' compensation, Directors' compensation and then payment of tax from the said profits; and after offsetting losses (including losses as at the beginning of the first half fiscal year and adjusted undistributed profits, if any), setting aside the Statutory Reserve of the remaining profits in accordance with the Applicable Listing Rules (provided that the setting aside of the Statutory Reserve does not apply if the aggregate amount of the Statutory Reserve amounts to the Company's total paid-in capital), and setting aside the Special Reserve (if any), the Board may, subject to the compliance with percentage of distribution as set forth in Paragraph (3) of Article 100, resolve to distribute the remaining balance (including the amounts reversed from the Special Reserve), plus accumulated undistributed profits as at the beginning of the first half fiscal year (including adjusted undistributed profits) in whole or in part as dividends/bonuses in proportion to the number of Shares held by them respectively pursuant to these Articles; and in addition thereto a report of such distribution shall be submitted to the general meeting.

(3) Unless the Board resolves not to distribute net profit and/or offset losses, the distribution of net profit or offset of losses by the Company in accordance with the preceding Paragraph shall be based on the financial statements audited by a certified public accountant, and the proposal of the distribution of net profit or offset of losses for the first half fiscal year, together with the business report and financial statements, shall be first reviewed by the audit committee of the Company and then be submitted to the Board for approval.

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During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles, the Company may by a Special Resolution distribute any part or all of the dividends or bonuses to the Members declared in accordance with the preceding Article by way of applying such sum in paying up in full unissued Shares for allocation and distribution to the Members.
No dividend, bonus or other distribution shall be paid otherwise than out of profits or out of monies otherwise available for dividend, bonus or other distribution in accordance with the Law. No dividend, bonus or other distribution or other money payable by the Company on or in respect of any Share shall bear interest against the Company.

ACCOUNTS, AUDIT, AND ANNUAL RETURN AND DECLARATION

(1) The Directors shall cause to be kept accounting records and books of account sufficient to give a true and fair view of the state of the Company’s affairs and to show and explain the transactions of the Company and otherwise in accordance with the Law, at the Registered Office or at such other place(s) in such manner as may be determined from time to time by the Board and shall always be open to the inspection by the Directors.

(2) If the Company keeps its accounting records and books of account at any place outside the Cayman Islands in accordance with the preceding paragraph, it shall, upon service of an order or notice pursuant to the Tax Information Authority Act and any amendment or other statutory modification thereof, make available, in electronic form or any other medium at its Registered Office copies of its books of account, or any part or parts thereof, as are specified in such order or notice.

During the Relevant Period, at the end of each financial year, the Board shall prepare: (a) the business report; (b) the financial statements which include all the documents and information as required by the Law and the Applicable Listing Rules (the "Financial Statements"); and (c) any proposal relating to the distribution of net profit and/or loss offsetting in accordance with these Articles, for adoption by the annual general meeting of the Company. Upon adoption at the annual general meeting of the Company, the Board shall distribute to each Member copies of the Financial Statements and the resolutions relating to profit distribution and/or loss offsetting. However, during the Relevant Period, the Company may make a public announcement of the abovementioned statements and resolutions instead of distributing those to each Member.
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During the Relevant Period, the documents prepared by the Board in accordance with the preceding Article shall be made available at the Shareholder Service Agent’s office in the R.O.C. for inspection during normal business hours by the Members, ten (10) days prior to the annual general meeting.
Subject to the Law and the Applicable Listing Rules, the Board may determine (or revoke, alter or amend any such determination) that the accounts of the Company be audited and the appointment of the Auditors.
During the Relevant Period, the Board shall keep copies of the Memorandum, these Articles, the minutes of every general meeting, the Financial Statements, the Register and the counterfoil of corporate bonds issued by the Company at its Shareholder Service Agent’s office in the R.O.C. Any Member may request at any time, by submitting evidentiary document(s) to show his interests involved and indicating the scope of requested matters, access to inspecting, transcribing and making copies of the above documents; the Company shall make Shareholder Service Agent provide the above documents.
The Board in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

TENDER OFFER

Subject to the Law and the Applicable Listing Rules, during the Relevant Period, within fifteen (15) days after receipt of the copy of the public tender offer report form, the public tender offer prospectus, and relevant documents, the Company shall make a public announcement of the following:

(a) the types, number and amount of shares held by the Directors and any Member holding more than ten percent (10%) of the total issued and outstanding Shares;

(b) the recommendations made by the Board to the Members on such tender offer, which shall set forth the identity and financial status of the tender offeror, fairness of the tender offer conditions, verification on rationality of source of fund for tender offer, and the names of the Directors who abstain or object to the tender offer and the reason(s) therefor;

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(c) whether there is any material change in the financial condition of the Company after the delivery of its most recent financial report and the contents of such change, if any;

(d) the types, number and amount of the shares of the tender offeror or its affiliates held by the Directors and the Members holding more than ten percent (10%) of the total issued and outstanding Shares; and

(e) other relevant significant information.

WINDING UP

Subject to the Law, the Company may be wound up by a Special Resolution passed by the Members. If the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the number of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the number of the Shares held by them at the commencement of the winding up. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.
Subject to the Law, if the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law, divide and distribute amongst the Members the whole or any part of the property of the Company (whether they shall consist of property of the same kind or not) in cash or asset and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any asset whereon there is any liability.
The Company shall keep all statements, records of account and documents for a period of ten (10) years from the date of the completion of liquidation, and the custodian thereof shall be appointed by the liquidator or the Company by an Ordinary Resolution.
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NOTICES

Subject to the Law and except as otherwise provided in these Articles, any notice or document may be served by the Company to any Member either personally, or by facsimile, or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to such Member at his address as appearing in the Register, or, to the extent permitted by the Law and the Applicable Listing Rules, by posting it on a website designated by the Commission, the TPEx or the TWSE (where applicable) and/or the Company’s website, or by electronic means by transmitting it to any electronic mail number or address such Member may have positively confirmed in writing for the purpose of such service of notices. In the case of joint Members, all notices shall be given to that one of the Members whose name stands as their representative in the Register in respect of the joint holding.
Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting including the purpose for which such meeting was convened.
Any notice or other document, if served by:

(a) post, shall be deemed to have been served on the day following that on which the letter containing the same is posted or delivered to the courier;

(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;

(c) courier service, shall be deemed to have been served forty-eight (48) hours after the time when the letter containing the same is delivered to the courier service; or

(d) electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail, subject to the Law.

Any notice or document served to the registered address of any Member in accordance with these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Member as sole or joint Member.
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REGISTERED OFFICE OF THE COMPANY

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

FINANCIAL YEAR

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

SEAL

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

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

137.(1) Subject to the provisions of the Applicable Listing Rules, the Company shall, by a resolution of the Directors, appoint or remove a person as its litigation and non-litigation agent and such agent will be deemed as the responsible person of the Company in the R.O.C. under the Applicable Listing Rules.

(2) The preceding agent shall have residence or domicile in the R.O.C.

(3) The Company shall report the name, residence/domicile of the preceding agent and power of attorney to the competent authority in the R.O.C. This reporting requirement shall also apply if there is any change.

CHANGES TO CONSTITUTION

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

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

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YONGGU GROUP INC.

Rules of Procedure for Shareholders' Meetings

Enacted on February 23, 2018

Amended on June 27, 2019

Amended on June 30, 2020

Amended on July 1, 2021

Article 1 This policy has been established in accordance with Article 5 of the “Corporate Governance Best Practice Principles for TWSE/TPEX Listed Companies” to enhance shareholders' governance, supervision, and management over the Company.

Article 2 Unless otherwise specified by law or the Articles of Incorporation, shareholders' meetings of the Company shall proceed according to the terms of this policy.

Article 3 (Notice of Shareholders' Meeting) Unless otherwise provided by laws or regulations, shareholders' meetings of the Company shall be convened by the Board of Directors. If the Board of Directors or other convening power holders convene a shareholders' meeting, they shall request the Company or the Company's stock agency to provide a register of shareholders.

The Company shall prepare electronic versions of the shareholders' meeting

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notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) thirty days before the date of an ordinary shareholders' meeting or before fifteen days before the date of a extraordinary shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS twenty-one days before the date of the ordinary shareholders' meeting or fifteen days before the date of the extraordinary shareholders' meeting. Fifteen days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The causes or subjects of a shareholders' meeting to be convened shall be indicated in the individual notice and the public notice; and the notice may be given by electronic transmission, after obtaining a prior consent from the recipients.

Election or dismissal of directors (including independent directors), amendments to the Articles of Incorporation, capital reduction, application to be delisted from public offering, lifting of non-competition restriction of directors, capital increase by retained earnings, capital increase by capital reserve, dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1 of Article 185 of the Company Act shall be set out in the notice of the reasons for convening the Shareholders' Meeting. None of the above matters may be raised by an extraordinary motion.

The reasons for convening a shareholders' meeting have indicated the comprehensive re-election of Directors (including Independent Directors), and stated the date of appointment. After the re-election is completed at the shareholders' meeting, the appointment date shall not be changed by an extraordinary motion or other methods at the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a written or electronic proposal for discussion at an ordinary 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. However, if the proposed shareholders' resolution is to urge the Company to promote public interest or fulfill its social responsibilities, the Board of Directors shall include it in the agenda. In addition, when the circumstances of any Subparagraph of Paragraph 4 of Article 172-1 of the

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Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

Prior to the book closure date before an ordinary shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals, written or electronic submission, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than ten days.

Shareholder-submitted proposals are limited to three hundred words, and no proposal containing more than three hundred words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at an ordinary shareholders' meeting and take part in discussion of the proposal.

The Company shall, prior to the delivery of the shareholders' meeting notice, inform all the shareholders submitting proposals of the proposal screening results, and shall list in the shareholders' meeting notice the proposals conforming to the requirements set out in this article. At the shareholders' meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

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

A shareholder shall provide one proxy form to appoint one proxy. The form shall be delivered to the Company five days prior to the date of the shareholders' meeting. When more than one proxy forms are delivered, the one received earliest shall prevail. However, this restriction does not apply to the withdrawal of prior proxy engagements.

After the letter of appointment is submitted to the Company, in case the shareholder issuing the said letter of appointment intends to attend the shareholders' meeting in person or to exercise his/her voting rights in writing or electronically, a proxy rescission notice shall be filed with the Company two days in writing prior to the date of the shareholders' meeting; otherwise, the voting rights exercised by the proxy at the meeting shall prevail.

Article 5: (Principles determining the time and place of a shareholders' meeting) The venue at which a shareholders' meeting is convened shall be the location of the Company or a convenient and suitable location. The starting time of the meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m. The opinions of the Independent Directors regarding the place and time shall be fully considered.

Article 6 (Preparation of Documents Such as Attendance Book) The Company shall

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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 thirty minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

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

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials.

Where there is an election of directors or supervisors, 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 has been delegated to attend the shareholders' meeting, only one person should be delegated as proxy.

Article 7 (The Chair and Non-voting Participants of Shareholders' Meeting) If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the Board. When the chairperson of the Board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act 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.

Shareholders' meetings convened by the Board of Directors shall be held in person by the chairman of the Board. The Board of Directors shall attend more

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than half of the Board meetings and attend a majority of the functional committees members, and shall record the attendance of the meeting at least one meeting.

If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.

Article 8 (Documentation of Shareholders' Meeting by Audio or Video) The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one 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 The attendance at the shareholders' meeting shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chairperson shall call the meeting to order at the time scheduled for the meeting as well as announce information such as the number of shares with no voting right and shares present. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting; however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. 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.

Article 10 (Discussion of Proposals) If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.

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The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The Chairman shall give the opportunity to fully explain and discuss the proposals, as well as the amendments or motions proposed by the shareholders. When the Chairman is of the opinion that a proposal has been sufficiently discussed to a degree of putting to a vote, the Chairman may announce the discussion closed and bring the proposal to vote. The Chairman shall also allocate sufficient time for voting.

Article 11 (Shareholder Speech) 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 five 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 (Calculation of Voting Shares and Recusal System) 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

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by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

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

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending 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 three 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 voting right for each share held, except when the shares are restricted shares or are deemed non-voting shares under the Company's Articles of Incorporation or laws and regulations.

When the Company convenes a shareholders' meeting, shareholders shall exercise their voting rights by electronic means and may exercise their voting rights in writing. The method for exercising voting rights in writing or by electronic means shall be indicated in the notice of shareholders' meeting. Except as otherwise provided in the Company's Articles of Incorporation, a shareholder exercising voting rights by correspondence or electronic means shall be regarded as having personally attended the meeting. However, the shareholder shall be regarded to have abstained for extempore motions or revision of the original proposals. Thus, it is advised that the Company shall avoid proposing extempore motions or revising the original proposals.

The shareholders intending to exercise voting power by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days in advance of the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, when a declaration is made to cancel an earlier declaration of intent is not subject to the limits.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders' meeting. If the notice of

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retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the Chairman or a person designated by the Chairman shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

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

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

Article 14 (Election of Directors and Supervisors) The election of directors or supervisors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, as well as the list of directors and supervisors losing the election and the numbers of votes they received.

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 recording shall be retained until the conclusion of the litigation.

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Article 15 Shareholders' meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the chairperson, and disseminated to each shareholder by no later than twenty days after the meeting. The production and distribution of the meeting minutes may be effected by electronic means.

The distribution of the meeting minutes as described in the preceding paragraph can be done through a public announcement on the MOPS.

The meeting minutes shall record the date and place of the meeting, the name of the Chairman, the method of adopting resolutions, a summary of the essential points of the proceedings, and the results of the meeting. Where there is a Director election (including Independent Director), the number of votes for each candidate shall be disclosed in the meeting minutes. During the existence of the Company, it should be kept permanently.

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

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, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17 (Maintaining Order at the Meeting Place) Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.

The chair may direct the inspectors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18 (Recess and Resumption of Shareholders' Meeting) 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

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suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the 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 five days in accordance with Article 182 of the Company Act.

Article 19 This policy, and any amendments hereto, shall be implemented after adoption by a shareholders' meeting.

Yonggu Group Inc.
Yonggu Group Co., Ltd.
Director election method

Article 1
In order to select directors fairly, impartially and openly, these regulations are formulated in accordance with Articles 21 and 41 of Taiwan's "Code of Practice for the Governance of Listed Companies".

Article 2
The election of directors of the company shall be conducted in accordance with these regulations, unless otherwise provided by laws or articles of association.

Article 3
The selection of directors of the company should take into consideration the overall configuration of the board of directors. The composition of the board of directors should consider diversity and formulate appropriate diversity policies based on its own operations, operating types and development needs, which should include but not be limited to the following two major standards:

(1) Basic conditions and values: gender, age, nationality and culture, etc.
(2) Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industrial experience,

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etc.

Board members should generally possess the knowledge, skills and qualities necessary to perform their duties. Their overall abilities should be as follows:

(1) Operational judgment ability.
(2) Accounting and financial analysis capabilities.
(3) Operation and management capabilities.
(4) Crisis handling capabilities.
(5) Industrial knowledge.
(6) International market outlook.
(7) Leadership skills.
(8) Decision-making ability.

The company's board of directors should consider adjusting the composition of the board of directors based on the results of the performance evaluation.

Article 4

During the listing period (as defined in the company's articles of association; the same below), the company's directors shall be elected in accordance with the candidate nomination system procedures stipulated in Article 192-1 of the Taiwan Company Law (hereinafter referred to as the Company Law). To this end, unless otherwise provided by law, no certification documents for qualifications shall be required at will, and the list of director candidates and their academic qualifications and experience shall be announced, and shareholders shall select directors based on the list of director candidates.

If directors are dismissed for any reason and there are fewer than five directors, the company shall hold a by-election at the latest shareholders' meeting. However, if the vacancy of directors reaches one-third of the number of seats specified in the articles of association, the company shall convene an extraordinary meeting of shareholders for by-election within 60 days from the date of occurrence.

During the listing period, the number of independent directors is less than the proviso to Article 14-2, Paragraph 1 of the Taiwan Securities and Exchange Act (hereinafter referred to as the Securities and Exchange Act), the relevant provisions of the Taiwan Stock Exchange's Listing Review Guidelines or the Securities Over-the-Counter Trading Center of the Republic of China. Article 10, Paragraph 1 of the Criteria for Review of Securities Purchase and Sale in Commercial Business Premises, "Specific identification criteria for determining whether each item is suitable for listing on the OTC", Paragraph 8, shall be elected at the latest shareholders' meeting; when all independent directors are dismissed, they shall Within sixty days from the date of occurrence of the fact, a special meeting of shareholders shall be held to conduct a by-election.

Unless approved by the competent authority, the company's directors should have more than half of the seats elected and must not have any of the following relationships:

(1) Spouse.
(2) Relatives within the second degree of affinity.

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If the company's director-elect does not meet the provisions of the preceding paragraph of these Measures, and the votes obtained by the non-compliance directors represent a lower number of electoral rights, their election will be invalid.

The election of directors shall be conducted in accordance with the provisions of Article 198 of the Company Law. Independent directors and non-independent directors shall be elected together, and the number of elected directors shall be calculated separately.

The fifth

The qualifications of the company's independent directors should comply with the provisions of Articles 2, 3 and 4 of Taiwan's "Regulations on the Establishment and Matters to be Observed of Independent Directors of Publicly Offered Companies".

The selection of independent directors of the company shall comply with the provisions of Article 5, Article 6, Article 7, Article 8 and Article 9 of Taiwan's "Regulations on the Establishment and Matters to be Observed of Independent Directors of Publicly Offered Companies", and shall be based on Taiwan's "Article 24 of the 'Code of Practice for the Governance of Listed Companies'".

Article 6

If the company adopts a cumulative voting system for the election of directors, each share has the same voting rights as the number of directors to be elected. One person may be elected centrally, or several persons may be elected separately.

Article 7

When a cumulative voting system is adopted to elect directors, the board of directors shall prepare electoral votes equal to the number of directors to be elected, add their weights, and distribute them to shareholders attending the shareholders' meeting. The names of the electors shall be printed on the attendance certificates printed on the electoral votes. number instead.

eighth

The directors of the company shall calculate the voting rights of independent directors and non-independent directors according to the quota specified in the company's articles of association. The electoral votes obtained shall represent those with the greater number of voting rights and shall be elected in sequence. If two or more people (inclusive) have the same number of votes and the number of votes exceeds the prescribed limit, The number of seats will be determined by drawing lots among those with the same number of votes. For those who did not attend, the chairman will draw lots on his behalf.

Article 9

Before the election begins, the chairman should designate a number of scrutineers and vote counters. However, the scrutineers should have the status of shareholders and perform various relevant duties. Ballot boxes are prepared by the board of directors and open for inspection by scrutineers in public before voting.

Article 10

If the electee is a shareholder, the elector must fill in the electee's account name and

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shareholder account number in the elector column of the election ticket; if the electee is not a shareholder, the elector must fill in the electee's name and identity document number. However, when a government or legal person shareholder is the electee, the name of the electee in the election ticket should be filled in with the name of the government or legal person, and the name of the government or legal person and the name of its representative may also be filled in; when there are several representatives, The name of the representative should be added separately.

Article 11

An electoral vote will be invalid if any of the following conditions apply:

(1) No ballot papers prepared by the board of directors are required.
(2) Throwing a blank ballot into the ballot box.
(3) The handwriting is illegible or has been altered.
(4) If the electee filled in is a shareholder, his or her account name and shareholder account number do not match the shareholder list; if the elector filled in is not a shareholder, his or her name and identity document number do not match upon verification.
(5) In addition to filling in the electee's account name (name) or shareholder account number (identity document number) and the number of allocated voting rights, other words are included.
(6) The name of the elector filled in is the same as that of other shareholders but the shareholder account number or identity document number is not filled in for identification.

Article 12

After the voting is completed, the votes will be counted on the spot, and the results of the voting will be announced by the chairman on the spot as the list of elected directors. Including the list of elected directors and their election rights.

The electoral votes for the election matters mentioned in the preceding paragraph shall be sealed and signed by the scrutineers, and then properly kept for at least one year. However, if a shareholder files a lawsuit and petitions the court to revoke its resolution on the grounds that the convening procedure of the shareholders' meeting or the method of resolution violates laws or the articles of association, the lawsuit shall be preserved until the conclusion of the lawsuit.

Article 13

The elected directors will be issued a notice of election by the company's board of directors.

Article 14

After these measures are approved by the board of directors, they will be submitted to the shareholders' meeting for approval and then implemented. The same applies to amendments.

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Yonggu Group Inc.
Directors' Shareholding Status

I. The number of legally held shares of the current directors and supervisors of the Company is as follows:

As of the book closure date on April 28, 2026, the Company issued 82,353,402 ordinary shares, and the number of legally held shares of all directors was 6,588,272 (Note). The number of legally held shares of all supervisors is not applicable as the Company has established the Audit Committee.

II. As of the book closure date on April 28, 2026, the number of shares held by all directors is as follows:

Title	Name	Number of Shares Held	Percentage of Shares Held (%)
Chairman	Kuo-Chuan Chien	12,179,694	14.79
Director	Director Hao Yuan Holding Co. · LTD · Representative: Lin Huangzhi	6,224,041	7.56
Director	Director Yonggu Group Co. · LTD · Representative: Tsai Tsung-yu	33,265,445	40.39
Director	Xie Yichen	18,000	0.02
Independent Director	Shih-Ying Chen	0	0
Independent Director	Deng Xuexin	105,791	0.13
Independent Director	Zeng Boyao	0	0
Number and percentage of shares held by all Directors		13,519,908	51,792,971
Number and percentage of shares held by all Supervisors		N/A

Note: According to Article 26 of the Securities and Exchange Act and Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the total registered shares owned by all directors shall not be less than ten percent of the total issued shares, and as the Company has elected three independent directors, the share ownership figures calculated at the said rates for all directors and supervisors other than the independent directors shall be decreased by 20 percent.

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AI assistant

YGI — AGM Information 2026

52489_rns_2026-05-26_eea1f554-5153-4070-9642-6e69ea0a2365.pdf

II. Proposals

Chapter III Attachments

Business Report

Business Report

I. 2025 Operating Results

(II) Current Status of Research and Development

II. 2026 Business Plan Overview

(I) Business Policy

Audit Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Assessment of Impairment of Accounts Receivable

Responsibilities of the Management and Governing Bodies for the Consolidated Financial Statements

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Chapter IV. Appendices

THE CAYMAN ISLANDS

THE COMPANIES ACT (AS REVISED)

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

INTERPRETATION

SHARES

MODIFICATION OF RIGHTS

REGISTER

REDEMPTION AND REPURCHASE OF SHARES

TRANSFER AND TRANSMISSION OF SHARES

NON-RECOGNITION OF TRUSTS

CLOSING REGISTER OR FIXING RECORD DATE

GENERAL MEETINGS

PROCEEDINGS AT GENERAL MEETINGS

VOTES OF MEMBERS

PROXY

DIRECTORS AND THE BOARD

INDEPENDENT DIRECTORS

POWERS AND DUTIES OF THE BOARD

COMMITTEES

DISQUALIFICATION AND VACATION OF OFFICE OF DIRECTORS

PROCEEDINGS OF THE BOARD

RESERVES AND CAPITALISATION

COMPENSATION, DIVIDENDS AND BONUSES

ACCOUNTS, AUDIT, AND ANNUAL RETURN AND DECLARATION

TENDER OFFER

WINDING UP

NOTICES

FINANCIAL YEAR

SEAL

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

CHANGES TO CONSTITUTION

CHANGES TO CONSTITUTION

Article 4

The fifth

Article 6

Article 7

eighth

Article 9

Article 10

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