Stock Code:4557

Yusin Holding Corp.

Handbook for the 2026 Annual Meeting of Shareholders

MEETING TIME: June 5th, 2026 (Friday)

PLACE: Nice Prince Hotel, 5F., No. 600, Zhongxiao Rd., East Dist., Chiayi City 600, Taiwan (R.O.C.)

Table Contents

I. Procedure for Shareholders' Meeting 1
II. Meeting Agenda of Annual Shareholders' Meeting 2
III. Reported Matters 3
IV. Acknowledged Matters 4
V. Matters for Discussion and Election 6
VI. Extemporary Motions 7
VII. Adjournment 7

Attachment

I. 2025 Business report 8
II. 2025 Audit committee's audit report 12
III. 2025 Remuneration for Directors report 13
IV. Audit report and financial statements 16
V. Comparison of provisions before and after the amendment of Articles of Incorporation 27
VI. Details of Release the Prohibition on Directors from Participation in Competitive Business 30

Appendix

I. Articles of Incorporation (before amendment) 31
II. Rules of Procedure for Shareholders Meetings 77
III. Regulations of Board of Directors' Election 86
IV. Director's shareholding statement 89
V. The influence of the Company's operational performance, earnings per share and shareholders' return on investment caused by stock grants 90
VI. Other explanation matters 90

Yusin Holding Corp.

2026 Annual Shareholders’ Meeting Procedure

I. Call meeting to order
(report on total share number of attending shareholders and shareholders’ proxies)
II. Chairman’s address
III. Reported Matters
IV. Acknowledged Matters
V. Matters for Discussion and Election
VI. Extemporary Motions
VII. Adjournment

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Yusin Holding Corp.
2026 Annual Shareholders’ Meeting Agenda

Time: June 5th, 2026, (Friday), at 9:00 a.m.
Place: 5F., No. 600, Zhongxiao Rd., East Dist., Chiayi City (Nice Prince Hotel)
Method of convention: shareholders’ meeting with video assisted, adopted video conference platform of Taiwan Depository & Clearing Corporation
(https://www.stockvote.com.tw)
Report on number of shareholdings
Chairman’s calling meeting to order and address
Reported matters
(1) 2025 Business Report of the Company
(2) 2025 Audit committee’s audit report
(3) 2025 Employees ’and directors ’remuneration aallocation report
(4) 2025 Individual directors’ remuneration
Acknowledged matters
Proposal 1: 2025 business report and annual final accounting books and statements
Proposal 2: 2025 earnings ddistribution proposal
Matters for discussion and Election
Matter 1 : Amendment to the Company’s Corporate Charter ( Articles of Incorporation)
Matter 2 : Proposal for Election of One Director for the 5th Board
Matter 3 : Proposal to Lift Non-Compete Restrictions for Directors
Extemporary motions
Adjournment

III. Reported Matters

2025 Business report

Explanation: 2025 business report, please refer to Attachment I (P.8-11).

2025 Audit committee’s audit report

Explanation: 2025 audit committee’s audit report, please refer to Attachment II (P.12).

2025 Employees’ and directors’ remuneration allocation report

Explanation:

According to the Company’s Articles of Incorporation, when there’s annual profit, the Company shall appropriate 0.5-15% as employees’ remuneration and no more than 3% as directors’ remuneration. However, when the Company has accumulated loss, and the Company shall be remained to cover in advance. The objective of employees’ remuneration in the preceding paragraph includes affiliated employees met certain conditions.
No directors’ remuneration or employee compensation will be distributed for Fiscal Year 2025.
2025 Individual Directors’ Remuneration Report

Explanation:

The policy, standard and combination for directors’ and independent directors’ remuneration and the correlation among the remuneration setting procedure, the management proficiency and future risks:

(1) Directors

The company’s directors’ remuneration is determined based on the “Rules for setting Directors’ and Managers’ Remuneration”, the remuneration includes travel expenses for attending board meeting. The directors’ remuneration is determined on the basis of the company policy Article 38: the company shall appropriate no more than 3% of the pre-tax profit which excludes employees’ and directors’ remuneration to the directors and also determined with reference to the company’s operating performance. The profit mentioned in the preceding paragraph refers to the pre-tax income of the current year minus the amount of remuneration to be distributed to the directors or employees and remain retained earnings. The remuneration was reviewed and approved by the salary and remuneration committee and the board of directors. The independent directors are excluded in the distribution of directors’ remuneration.

(2) Independent Directors

The company’s independent directors’ remuneration is determined based on the “Rules for setting Directors’ and Managers’ Remuneration”, independent directors received a fixed monthly remuneration and travel expenses for attending board meetings. Independent directors appointed as members of functional committees by board members would receive additional committee remuneration.

Details of the company’s directors ‘remuneration, please refer to Attachment III (p.13)

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IV. Acknowledged Matters

Proposed by board of directors

ONE

Proposal: 2025 Business report and annual final accounting books and statements, for your approval.

Explanation:

The Company's 2025 consolidated financial statements were made, and audited by the accountants Lin, Se-Kai and Liang, Yi-Chang of PWC, and they issued an auditors' report that includes opinions, together with the business report and earnings distribution statements, were audited by the Company's audit committee, and it was approved by a resolution of board of directors, for your examination.
2025 Business report and consolidated financial statements, please refer to Attachment 1 (P.8-11) and Attachment IV (P.16-26) of the agenda.
For your approval.

Resolution:

TWO

Proposed by board of directors

Proposal: 2025 Earnings distribution proposal, for your approval

Explanation:

The Company's 2025 net loss after tax was NT$ 31,368,591, deducted other preserve earnings NT$2,691,896, according to Articles of Incorporation, 10% designated legal reserve was NT$ 0, deducted designated special reserve NT$ 72,793,849, together with beginning retain earnings NT$ 500,210,897, and distributable earnings was NT$393,356,581. According to the Company's Articles of Incorporation, the allocation was as follows:

(1) According to the ratio of shareholding shares specified in shareholders' roster, cash shall be distributed on the record date, and the amount per share was NT$ 2.0.

(2) The fractional sum of less than NT$ 1.00, decimal point numbers shall be adjusted by descending order, and account numbers shall be adjusted in sequence, to meet the cash dividends total, and shall be recognized as the Company's other income.

(3) After the proposal was approved by shareholders' meeting, chairman was authorized to set the record date and other relevant matters.

(4) When the Company repurchases shares, exercises employee stock options, and makes shares transfer or treasury stock transfer or write-off afterward, as the number of outstanding stocks changes, shareholders' meeting shall authorize chairman to conduct relevant matters of changing shareholder's payout ratio with full authority.

The Company's 2025 earnings distribution statement was as follows:

Yusin Holding Corp.
Earnings Distribution Statement
2025
(Unit: NT$)

Beginning balance	500,210,897
Add: 2025 net profit after tax	(31,368,591)
Other adjusted number of retained earnings	(2,691,876)
Unappropriated earnings after adjusted	466,150,430
Deduct: 10% designated legal reserve
Deduct: designated special reserve	(72,793,849)
Distributable earnings	393,356,581
Appropriated items:
Cash dividend to shareholders (per share NT$2)	(95,943,680)
Unappropriated retained earnings	297,412,901
Note:

Chairman: Chi, Ching-Te
Chang, Yuan-Chih

Managerial officer: Hsu, Yao-Jen
Accountant officer:

For your approval.

Resolution:

V. Matters for discussion and Election

Proposed by board of directors

ONE

Proposal: Amendment to the certain provisions of the Company's Articles of Incorporation..

Please proceed to discuss.

Explanation:

In order to comply with amendments to the Company Act and to meet the Company's operational needs, certain provisions of the Company's Articles of Incorporation are proposed to be amended.
For the comparison table of the Articles of Incorporation before and after amendment, please refer to page 27-29 (Attachment V) for details.
For your approval.

Resolution:

TWO

Proposed by board of directors

Proposal: Proposal for Re-election of One Director for the 5th Board

Explanation:

1. Due to the resignation of Mr. Chui-Yi Chiu from his position as a director of the Company, there is one vacancy on the Board of Directors. Accordingly, it is proposed to conduct a by-election to fill one director seat. The Company adopts a candidate nomination system for the election of directors, under which shareholders shall elect directors from the list of candidates at the shareholders' meeting. The term of office of the newly elected director shall commence on the date of election and continue until May 27, 2028, being the same expiration date as the current term of the Board of Directors.
The list of director candidates and relevant information are as follows:

Nominee Position	Name	Education	Experience	Shareholding	3 terms as Independent Director	Reason for Re-nominating 3-term Independent Director
Director	Po-yen, Chi	Master of Business Administration, West Texas A&M University	Deputy General Manager, Xiamen Yongyu Machinery Industry Co., Ltd.	81,008	Not applicable	Not applicable

For your approval.

Election Result:

Proposed by board of directors

THREE

Proposal: Proposal to Lift the Prohibition on Directors (including Independent Directors) and Representatives from Participation in Competitive Business

Explanation:

In accordance with Article 209 of the Company Act and the provisions of the Company's Articles of Incorporation.
Some directors of the Company may invest in or engage in business activities that are the same as or similar to the Company's business scope, it is proposed, in accordance with applicable laws, that the shareholders' meeting approve the lifting of non-compete restrictions for such directors and their representatives in the event that any newly elected director is involved in such circumstances. Please refer to Attachment VI (page 30) for details.
Please Proceed to discuss.

VI. Extemporary Motions

VII. Adjournment

Attachment I

YUSIN HOLDING CORP (Cayman Islands)

Business Report

1. 2025 business report

The operating revenue of Yusin Holding Corp. reached 3,970,768,000 NT dollars in total in 2025, a growth of $1.42\%$ compared to the previous year. The overall performance in Fiscal Year 2025 was primarily driven by the master cylinder business, which recorded a year-over-year increase of NT$120 million (up $14.3\%$ ) due to higher orders from North America. The brake wheel cylinder business increased by NT$63 million (up $9.16\%$ ). However, the brake caliper business declined by NT$82 million (down $13.5\%$ ) compared to the same period last year, mainly due to a significant increase in U.S. tariffs on imports from China, which led to reduced orders. In addition, the brake pad business decreased by NT$89 million (down $7.69\%$ ) as the Company reduced its reliance on orders from BYD, a major mainland China new energy vehicle manufacturer. The gross profit margin was $29.57\%$ , representing an increase of 0.59 percentage points compared to the previous year. This improvement was primarily attributable to the higher margin of the master cylinder business and an optimized product mix. In 2026, the Company will continue to secure orders from international joint-venture automotive brands in the China brake pad market and accelerate the development of the aftermarket business to improve margins. For the brake caliper business, the Company will expedite mass production at its Malaysia plant to expand order capacity.

Operating expenses in 2025 amounted to NT$1.17 billion, an increase of approximately NT$600 million compared to NT$570 million in the prior year. This was mainly due to the recognition of an expected credit loss of NT$507 million related to the bankruptcy filing of the U.S.-based FBG Group, which resulted in a shift from operating profit to a slight operating loss of NT$574 thousand.

Non-operating losses in 2025 were NT$42,919 thousand, compared to non-operating gains of NT$15,069 thousand in the prior year, representing a variance of NT$57,988 thousand. This was primarily due to foreign exchange losses of NT$19,945 thousand in 2025, compared to foreign exchange gains of NT$37,939 thousand in the previous year.

As a result, the Company reported a loss per share of NT$0.67 in 2025, mainly attributable to the recognition of the NT$507 million expected credit loss related to the FBG Group.

2. Profit (loss) and profitability analysis

Unit: NT$ 1,000

	2025		2024		Increase (decrease) compared with the same time
	Amount	%	Amount	%	Amount	%
Operating revenue	3,970,768	100.00	3,915,108	100.00	55,660	1.42
Operating margin	1,174,220	29.57	1,134,647	28.98	39,573	3.49
Operating expenses	(1,174,794)	(29.59)	(571,116)	(14.59)	(603,678)	105.70
Operating net profit	(574)	(0.01)	563,531	14.39	(564,105)	(100.10)
Non-operating income and expenses	(42,919)	(1.08)	(15,069)	(0.38)	(57,988)	(384.82)
Net profit before tax	(43,493)	(1.10)	578,600	14.78	(622,093)	(107.52)
income tax paid (expense)	14,415	0.36	(123,891)	(3.16)	138,306	(111.64)
Net income	(29,078)	(0.73)	454,709	11.61	(483,787)	(106.39)
Earnings per share	(0.67)		10.19		(10.86)

Summary of 2025 business plan

(1) Business policy

i. Optimized corporate culture: set up enterprise organization ethics, established operation model with customer-oriented, and optimized quality of team operation.

ii. Management reformation of human resources: recruited and cultivated management talent and professional talent, optimized salary structure, decreased staff turnover rate, introduced management system of division of labor, and improved various bonus systems, such as performance bonus, etc., for making it more rationalized.

iii. Brake pad sales: Invest in Fuzhou Assured Brake Systems Co., Ltd.: Fuzhou Assured Brake Systems Co., Ltd. specializes in the production and sales of brake pads, focusing on the OE market, and possesses the capability to independently develop new product materials. It supplies to self-brands of such OE car manufacturers as BYD Co., Ltd., Guangzhou Automobile Group Co., Ltd., Great Wall Motor Co., Ltd., Changan Automobile Co., Ltd. and Nissan Motor Co., Ltd.. In the future, the company will aim to expand partnerships with more joint venture automakers and develop the after-sales services to improve overall gross profit.

iv. To reinforce the OE business management team: The Company shall cultivate the research & development elitists, promote the quality control talents and optimize the teamwork operational model.

v. Raise of total production capacity of calipers: gathering processing professionals, improving and enhancing process flow of processing, decreasing manufacturing costs and increasing average output values of professionals.

vi. Inventory turnover increase: simplified and united product embryo, increased the commonality of embryo, optimized template application in the process of developing new products, decreased to design new accessories, shortened arrival time of suppliers, and increased the arrival rate.

vii. Deepened the professional ability of braking system: provided courses of industrial internal training, encouraged staff to self-improve, and promoted the atmosphere of self-study for the staff.

viii. Implemented an environment safety system: strengthened staff's environmental awareness, promoted a spontaneous movement of energy saving and carbon reduction for the staff, did greening work in factories well, and assured staff's operational security.

ix. To implement PDCA cycle management: The Company shall enhance the depth of managerial personnel's training on managerial systems and methodology, prevent recurrence of identified abnormal issues, and implement the execution of operational standards effectively.

x. Increase the production capacity in Malaysia for brake pads, caliper and master cylinders to meet the procurement policy requirements of U.S. clients.

(2) Important production and sales policy:

i. Increased the synchronicity of car factory's technology through close connection of technology departments of BYD and GAC Group. Strengthened orders of car factories by the relationship with accessories suppliers, increased timeliness of accessories supply, and stabilized the delivery system of car factories.

ii. Reformed the management mechanism of group's embryo factories, increased embryo quality of calipers, further increased self-processing yield of calipers, and decrease production costs of calipers, strove to meet market's needs.

iii. The Company collaborates with various supplier factories to upgrade outdated molds from manual to semi-automatic or fully automated processes.

iv. The Company introduces professional casting talents and conducts monthly reviews to identify and improve the causes of defects, thereby enhancing quality.

(3) Research and development plan:

i. Strengthened to increase new technologies, enhancing development of break system components (release bearing/EPB, etc.) to respond to old products as the change

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trend of life cycle demand.

ii. Optimized development programs of new products, strengthened data and information of product trial, deepened stability of analysis process, and thoroughly solved repercussions after mass production.

iii. Enhance project management, supervise project progress comprehensively, place special emphasis on key stages, address issues proactively, and provide timely feedback.

iv. Strengthen the research and development capabilities for new products and improve the abilities to assemble, and dedicate to the research and development of such new products as release bearings, fixed calipers, and hydraulic blocks, etc.

4. The Company’s future development strategies

(1) Market strategy:

i. Constantly deepened sales share of clippers’ clipper market shares in America, speeded up the Malaysia YCS Automatic Parts Sdn Bhd’s construction, quickly completed new product development of clippers, and increased production capacity.

ii. Consolidated northern American market and the sustainable goal of increasing market share in European market and emerging markets.

iii. Developed after-sales markets in North America, Japan and Europe on the basis of products produced by Assured Brake Systems LTD (ASBS).

(2) Production strategy:

i. Stepwise introduced intelligent detection equipment, increased inspection efficiency and decreased manual operation, and declined unstable costs of manual missed inspection.

ii. Promoted semi-automation reformation of production lines, increased per capita output and stability of product quality, and effectively stabilized shipments.

iii. Improved the coaching program for key supply chains, strengthen the implementation of product and quality management systems in the supply chain, and formed a consistent management system for upstream, midstream and downstream.

iv. Strengthened supply and marketing relationship of supply chain, formed unified strategic alliance system upstream, midstream and downstream, and established a coordination and cooperation mechanism to respond to raised price of raw materials and of constantly increasing labor costs.

(3) Human resource strategy:

i. Rationalized employee’s salary structure, utilized division of labor to effectively assess employee’s discipline and efficiency, and let excellent employees have the motivation for constant effort.

ii. Constructed a retaining talent mechanism for key talents, promoted a system of old employees leading new employees and masters leading apprentices, and assured the inheritance of technology and culture.

iii. Constantly implemented a training plan of assisting with a management system, the assisting purpose and goal are based on seeking of optimized management system program, pursuing to implement management system program, and aspiring after the goal of zero difference in delivery.

iv. Encouraged current employees’ self-learning and cooperated with the Union Dream Program Bursary Policy to promote their educational backgrounds and passed more qualification certificate to strengthen and expand the whole quality of the company.

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Influence from external competitive environment, regulatory environment and overall business environment

The Board of Directors established a Corporate Governance and Sustainability Committee. The committee reviews issues related to corporate governance, including compliance with domestic and international legal requirements. The management team will constantly monitor any policy or legal changes that may impact the Company's finances and operations. Additionally, the committee also examines environmental matters related to operations and production, as well as social issues concerning the mutual prosperity among stakeholders across all levels of society.

In response to the changing external environment shaped by economic and globalization factors, our company not only complies with the regulations set by competent authorities but also maintain effective communication and collaboration with both upstream and downstream suppliers and clients. Together, we are committed to strengthening supply chain integration, increasing the in-house production rate of components, enhancing production processes to reduce manufacturing costs, and plan for timely raw material procurement tailored to our clients' order demands. These efforts are aimed at continuously enhancing the competitiveness of our Company.

Chairman: Chi, Ching-Te
Chang, Yuan-Chih

Managerial officer: Hsu, Yao-Jen
Accounting officer:

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Attachment II

Yusin Holding Corp.

Report of the audit committee

The board of directors sends the 2025 business report, financial reports and proposal for appropriation of earnings of the company; among them, the financial reports have been audited by the accountants Se-Sai, Lin and Liang-Yi Zhang of PwC Taiwan at the request of the board and an audit report was issued. The said business report, financial reports and proposal for appropriation of earnings have been examined by the audit committee, noncompliance was not found, thus the our report is presented in accordance Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

For your approval

This to

the 2026 shareholders' meeting of this company

Yusin Holding Corp.

Member of Audit Committee: Lin, Ci Jhih

Member of Audit Committee: Huo, Hsu Chin

Member of Audit Committee: Lee, Ming Cheg

Feb. 25th, 2026

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Attachment III

2025 Renumeration for Directors

Title	Name	Director remuneration	The sum of A, B, C and D and percentage of after-tax net profit (%)	Relevant Remuneration Received by Directors Who are Also Employees	The sum of A, B, C, D, E, F and G and percentage of after-tax net profit (%)	Whether to receive the remuneration from reinvestment other than subsidiary companies or not?
Remuneration (A)	Retirement pension (B)	Director remuneration (C)	Business execution expenses (D)	Remuneration, bonus and special fees (E)	Retirement pension (F)	Employee remuneration (G)
The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company
Chairman	Chi, Ching-Te	-	-	-	-	0
Director	Hsu, Yung-Chun	-	-	-	-	0
Director	Lu, Tsung-Ming	-	-	-	-	0
Director	Li, Siang-Yang	-	-	-	-	0
Director	Hsu, Yao-Jen	-	-	-	-	0
Director	Chu, Chue-Yi (Note 5)	-	-	-	-	-
Independent Director	Lin, Qi-Chi	960	960	-	-	-
Independent Director	Lin, Ming-Che (Note 4)	490	490	-	-	-
Independent Director	Kuo, Hsu-Chin(Note 4)	490	490	-	-	-

Note 1: The policy, system, standard, and structure for remuneration offered to independent directors as well as how the obligations, risks, devoted time, and other factors influences the amount of payment should be specified:

I. Directors' Remuneration

Directors' Compensation

(1) Directors' Salaries

The Remuneration Committee of the Company may determine the salary of each director based on the extent of participation in the Company's operations and the value of their contributions, with reference to industry salary standards. Directors' salaries may range from 0% to 150% of industry benchmarks. The above evaluation may be conducted on a monthly or annual basis.

(2) Severance Pay

The Company does not provide severance pay as part of directors' remuneration.

(3) Bonuses

Directors who participate in the Company's daily operations and management may, in addition to the directors' salaries mentioned in (1), receive bonuses calculated based on their monthly salary equivalent. Such bonuses are evaluated by the Remuneration Committee based on annual financial and operating performance and submitted to the Board of Directors for approval.

Pension and Retirement Benefits

Except for directors who also have employee status, the Company does not provide pension or retirement benefits as part of directors' remuneration.

Directors' Remuneration from Earnings Distribution

(1) Directors' remuneration from earnings distribution shall be determined in accordance with the Company's Articles of Incorporation. The Remuneration Committee shall consider the overall performance of the Board, the Company's operating performance, future operations, and risk tolerance, and propose a distribution plan. The Board of Directors shall include such amount in the earnings distribution proposal, which shall be subject to approval by the shareholders' meeting. The remuneration shall then be allocated to individual directors based on their level of participation and contribution.

(2) The degree of participation and contribution of each director shall be assessed using a weighting system, and the distribution shall be based on the weighted results.

(3) Calculation Formula:

Directors' remuneration allocated to each individual director

$$= \left(\frac{\text{Total amount of directors' remuneration approved by the shareholders' meeting}}{\text{Total weighting of all participating directors}}\right) \times \text{Individual director's weighting}$$

II. Independent Directors' Remuneration

Given the responsibilities and risks borne by Independent Directors, as well as their time commitment to corporate governance and service on committees such as the Audit Committee and the Remuneration Committee, their remuneration is determined with reference to industry standards and is paid on a monthly basis ranging from NT$60,000 to NT$80,000.

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III. Profit-Based Remuneration Policy

Pursuant to the Company’s Articles of Incorporation, where the Company records a profit for the year, 0.5% to 15% shall be allocated as employee compensation and no more than 3% as directors’ remuneration. However, if the Company has accumulated losses, an amount sufficient to cover such losses shall be reserved in advance.

On February 25, 2026, the Remuneration Committee and the Board of Directors resolved not to distribute directors’ remuneration or employee compensation for Fiscal Year 2025.

Note 2:
Except as disclosed above, no directors of the Company received remuneration for providing services (e.g., acting as non-employee consultants) to any entities included in the financial statements in the most recent fiscal year.

Note 3:
The Company reported a consolidated net loss after tax of NT$29,078 thousand for Fiscal Year 2025.

Note 4:
Independent Directors Ming-Che Lee and Hsu-Chin Kuo were newly appointed on May 28, 2025.

Note 5:
Director Chui-Yi Chiu resigned from his position on August 22, 2025 due to personal reasons.

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Attachment IV

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

(115) No. Finance-Auditing-Reporting- 25004675

To Yusin Holding Corp.

Audit opinion

We have audited the accompanying consolidated balance sheets of Yusin Holding Corp. and its subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

As stated in Note 6.(2)6 of the consolidated financial statements, the parent company of the debtors Brake Parts Inc. LLC and BPI Distribution Mexico S.A. de C.V.—First Brands Group, LLC—filed for bankruptcy protection with the U.S. Bankruptcy Court for the Southern District of Texas on September 25, 2025 (U.S. time). Yusin Brake Corp. (Samoa) Taiwan Branch, a subsidiary of Yusin Holdings Co., Ltd., has assessed, based on objective evidence, the likelihood that the accounts receivable cannot be recovered and has recognized expected credit losses accordingly. This matter did not result in any modification to the audit opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group's 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group's 2025 consolidated financial statements are stated as follows:

Valuation of inventory

Description to key audit matter

For the description of accounting policy on inventory, please refer to Note 4(10). For the accounting estimates and assumption uncertainty in relation to inventory valuation, please refer to Note 5(2). For the description of allowance for inventory valuation losses, please refer to Note 6(4). As of December 31, 2025, the balances of inventories and allowance for inventory valuation losses were NT$783,748 thousand and NT$93,241 thousand, respectively.

The Group is engaged in the manufacturing and selling of vehicle’s brake master cylinder and clutch master cylinder. There is a risk of inventory losing value or becoming obsolete due to returned goods or order cancellations as the production model of the Group is Build - to - Order. Inventories are stated at the lower of cost and net realizable value. The Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value, for inventories age over a certain period and were separately identified as obsolete and damaged, the Group recognizes loss for obsolete and slow-moving inventories.

As the determination of net realizable value involves subjective judgement, it results in an uncertainty when assessing the obsolete or slow-moving inventories. Additionally, since the inventory and allowance for inventory valuation losses were material to the financial statements, the valuation of inventory was identified as a key audit matter.

Audit procedures in response

Our key audit procedures performed in respect of the above included the following:

Obtained an understanding of accounting policies of recognition of inventory valuation allowance, and whether they are consistently adopted during the periods of the comparative financial statements.
Obtained the net realizable value reports for each inventory; confirmed that the calculation logic has been applied consistently; sampled and tested related parameters including sources of information such as sale and purchase files; determined the inventory valuation allowances that shall be provided by recalculating and comparing one-by-one the lower of cost and net realizable value.
Obtained an understanding of Group’s warehousing control procedures. Reviewed the annual physical inventory count plan and participated in the annual inventory count in order to assess the effectiveness of the classification of obsolete inventory and internal control over obsolete inventory.
Verified the appropriateness of the system logic in calculating the ageing of inventories, in order to confirm that the information in the reports is correct.
Regarding inventories wherein aging is greater than certain periods, assessed the level of destocking and compared with the allowance for inventory valuation losses that was provided in prior year; interviewed with the management about the assessment result; and assessed the rationality of inventory valuation loss determined by the Group.

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Timing of recognising sales revenue

Description

Please refer to Note 4(23) for accounting policy of revenue recognition. For the year ended December 31, 2025, the Group’s sales revenue was $3,970,768 thousand.

The export sales revenue constitutes over 68% of the total Group sales revenue. Since the Group has diverse transaction terms on sales orders, contracts or other agreements with customers and the timing of goods’ ownership transfer and the procedures for the revenue recognition involves manual checking of sales status and relevant documents, it may have a significant effect on the appropriateness of revenue recognition near the end of the reporting period. Therefore, sales revenue recognition needs to be adjusted at the end of the reporting period and may lead to misstatements for the cut-off of sales revenue recognition in the financial statements. Thus, we consider the timing of recognising sales revenue a key audit matter.

Audit procedures in response

Our key audit procedures performed in respect of the above included the following:

Obtained an understanding of the Group’s sales revenue recognition procedures and internal control process, and reviewed sales contracts, in order to assess the effectiveness of managements’ control of revenue recognition.
Performed cut-off test on sales revenue transactions during a certain period before and after the balance sheet date, including verifying the supporting documents for ownership transfer of the transactions to ensure that the sales revenue had been recorded in the appropriate period accordingly.
Tested the amounts of accounts receivables by confirmation letters to perform substantive procedures to the balances, and confirmed whether accounts receivables and sales revenue are recorded in the correct period and conform the time points of revenue recognition.

Responsibilities of management and those charged with governance for the consolidated financial statements

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

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

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors' responsibilities for the audit of the consolidated financial statements

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

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

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

-19-

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

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

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

Lin, Se-Kai

Liang, Yi Chang

For and on behalf of PricewaterhouseCoopers, Taiwan

Reference Number of the FSC Approval letter: No. Taiwan-Finance-Securities-VI-0960072936

Reference Number of the FSC Approval letter: No. Financial-Supervisory-Securities-Auditing - 1070303009

February 25, 2026

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

-20-

-21-

YUSIN HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

	Assets	Notes	December 31, 2025		December 31, 2024
			AMOUNT	%	AMOUNT	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 1598,201	28	$ 1,061,984	20
1150	Notes receivable, net	6(1)(2) and 8	341,381	6	483,373	9
1170	Accounts receivable, net	6(2)(3) and 12(2)	971,454	17	1,476,530	28
1200	Other receivables		47,008	1	79,486	2
1220	Current income tax assets		3,980	-	6,454	-
130X	Inventories	6(4)	690,507	12	664,846	13
1470	Other current assets	8	32,023	1	25,630	1
11XX	Total current assets		3,684,554	65	3,798,303	73
Non-current assets
1600	Property, plant and equipment	6(5) and 8	1,529,710	27	1,181,832	23
1755	Right-of-use assets	6(6)	144,457	3	114,889	2
1780	Intangible assets	6(7)	7,128	-	7,988	-
1840	Deferred income tax assets	6(23)	129,331	2	21,676	1
1915	Prepayments for business facilities	6(5)	91,993	2	41,341	1
1920	Guarantee deposits paid		67,008	1	19,969	-
1990	Other non-current assets-others		19	-	3,446	-
15XX	Total non-current assets		1,969,646	35	1,391,141	27
1XXX	Total assets		$ 5,654,200	100	$ 5,189,444	100

(Continued)

YUSIN HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Liabilities and equity	Notes	December 31, 2025		December 31, 2024
		AMOUNT	%	AMOUNT	%
Current liabilities
2100	Short-term borrowings	6(8)	$ 1,454,984	26	$ 1,154,072	22
2130	Current contract liabilities	6(16)	8,940	-	6,429	-
2170	Accounts payable		611,092	11	810,106	16
2180	Accounts payable to related parties	7	30,473	1	24,012	1
2200	Other payables	6(10)	245,919	4	245,825	5
2220	Other payables to related parties	7	18,513	-	-	-
2230	Current income tax liabilities		42,476	1	22,359	-
2280	Current lease liabilities		11,451	-	8,182	-
2320	Long-term liabilities, current portion	6(9)	291,628	5	142,236	3
2399	Other current liabilities		1,432	-	1,413	-
21XX	Total current liabilities		2,716,908	48	2,414,634	47
Non-current liabilities
2540	Non-current portion of borrowings	6(9)	78,240	1	141,073	3
2570	Deferred tax liabilities	6(23)	38,049	1	52,344	1
2580	Non-current lease liabilities		56,597	1	30,940	-
25XX	Total non-current liabilities		172,886	3	224,357	4
2XXX	Total liabilities		2,889,794	51	2,638,991	51
Equity attributable to owners of parent
Share capital		6(13)
3110	Share capital		479,718	9	419,718	8
Capital surplus		6(14)
3200	Capital surplus		1,374,003	24	812,403	15
Retained earnings		6(15)
3310	Legal reserve		282,203	5	240,028	5
3320	Special reserve		60,468	1	201,497	4
3350	Unappropriated retained earnings		466,149	8	713,173	14
Other equity interest
3400	Other equity interest		( 133,261)	( 2)	( 60,468)	( 1)
31XX	Total equity attributable to owners of parent		2,529,280	45	2,326,351	45
36XX	Non-controlling interests		235,126	4	224,102	4
3XXX	Total equity		2,764,406	49	2,550,453	49
Significant contingent liabilities and unrecognized contract commitments		9
Significant events after the balance sheet date		11
3X2X	Total liabilities and equity		$ 5,654,200	100	$ 5,189,444	100

The accompanying notes are an integral part of these consolidated financial statements.

Chairman: Ji, Jing-De

General Manager: Hsu, Yao-Ren

Accounting Officer: Chang, Yuan-Zhi

YUSIN HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

	Items	Notes	Years ended December 31,
			2025		2024
			Amount	%	Amount	%
4000	Operating revenue	6(16)	$ 3,970,768	100	$ 3,915,108	100
5000	Operating costs	6(4)(21)(22) and 7	( 2,796,548)	( 70)	( 2,780,461)	( 71)
5900	Gross profit		1,174,220	30	1,134,647	29
	Operating expenses	6(21)(22)
6100	Selling expenses		( 203,039)	( 5)	( 206,870)	( 6)
6200	General and administrative expenses		( 292,116)	( 8)	( 238,311)	( 6)
6300	Research and development expenses		( 170,124)	( 4)	( 128,174)	( 3)
6450	Expected credit impairment gains (losses)	12(2)	( 509,515)	( 13)	2,239	-
6000	Total operating expenses		( 1,174,794)	( 30)	( 571,116)	( 15)
6900	Operating (losses) profit		( 574)	-	563,531	14
	Non-operating income and expenses
7100	Interest income	6(17)	11,014	-	25,354	1
7010	Other income	6(18)	16,424	-	11,319	-
7020	Other gains and losses	6(19)	( 21,808)	-	32,666	1
7050	Finance costs	6(20)	( 48,549)	( 1)	( 54,270)	( 2)
7000	Total non-operating income and expenses		( 42,919)	( 1)	15,069	-
7900	Profit (loss) before income tax		( 43,493)	( 1)	578,600	14
7950	Income tax benefit (expense)	6(23)	14,415	-	( 123,891)	( 3)
8200	Profit (loss) for the year		($ 29,078)	( 1)	$ 454,709	11
	Other comprehensive income
	Components of other comprehensive income that will not be reclassified to profit or loss
8341	Financial statements translation differences of foreign operations		($ 115,062)	( 3)	$ 175,980	5
	Components of other comprehensive income that will be reclassified to profit or loss
8361	Financial statements translation differences of foreign operations		49,937	2	( 32,438)	( 1)
8300	Total other comprehensive income (loss) for the year		($ 65,125)	( )	$ 143,542	4
8500	Total comprehensive income for the year		($ 94,203)	( 2)	$ 598,251	15
	Profit (loss), attributable to:
8610	Owners of the parent		($ 31,369)	( 1)	$ 427,676	10
8620	Non-controlling interests		$ 2,291	-	$ 27,033	1
	Comprehensive income (loss) attributable to:
8710	Owners of the parent		($ 104,162)	( 2)	$ 568,704	14
8720	Non-controlling interests		$ 9,959	-	$ 29,547	1
	Earnings (loss) per share(In dollars)	6(24)
9750	Basic earnings (loss) per share		($ 0.67)	$	$ 10.19
9850	Diluted earnings (loss) per share		($ 0.67)	$	$ 10.16

The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Ji, Jing-De
General Manager: Hsu, Yao-Ren
Accounting Officer: Chang, Yuan-Zhi

YUSIN HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Equity attributable to owners of parent

	Notes	Share capital-common stock	Capital surplus-additional paid-in capital	Capital surplus-difference between consideration and carrying amount of subsidiaries acquired or disposed	Capital surplus			Retained earnings			Financial statements translation differences of foreign operations	Subtotal	Non-controlling interests	Total equity
					Capital surplus-dedicated assets received	Capital surplus-employee share options	Others	Legal reserve	Special reserve	Undistributed retained earnings
For the year ended December 31, 2024
Balance at January 1, 2024		$ 419,718	$ 789,563	$ 8,021	$ 8,964	$ 5,330	$ 525	$ 202,798	$ 139,946	$ 642,488	($ 201,496)	$ 2,015,407	$ 196,572	$ 2,211,979
Profit for the year		-	-	-	-	-	-	-	-	427,676	-	427,676	27,033	454,709
Other comprehensive income		-	-	-	-	-	-	-	-	-	141,028	141,028	2,514	143,542
Total comprehensive income		-	-	-	-	-	-	-	-	427,676	141,028	568,704	29,547	598,251
Distribution of 2023 earnings	6(15)
Legal reserve		-	-	-	-	-	-	37,230	-	( 37,230 )	-	-	-	-
Reversal of special reserve		-	-	-	-	-	-	-	62,001	( 62,001 )	-	-	-	-
Cash dividends		-	-	-	-	-	-	-	-	( 251,831 )	-	( 251,831 )	-	( 251,831 )
Changes in ownership interests in subsidiaries	6(25)
Dividends paid to non-controlling interests	6(25)
Balance at December 31, 2024		$ 419,718	$ 789,563	$ 8,021	$ 8,964	$ 5,330	$ 525	$ 240,028	$ 201,497	$ 713,173	($ 60,468)	$ 2,326,351	$ 224,102	$ 2,550,453
For the year ended December 31, 2024
Balance at January 1, 2025		$ 419,718	$ 789,563	$ 8,021	$ 8,964	$ 5,330	$ 525	$ 240,028	$ 201,497	$ 713,173	($ 60,468)	$ 2,326,351	$ 224,102	$ 2,550,453
Profit for the year		-	-	-	-	-	-	-	-	( 31,369 )	-	( 31,369 )	2,291	( 29,078 )
Other comprehensive income		-	-	-	-	-	-	-	-	-	( 72,793 )	( 72,793 )	7,668	( 65,125 )
Total comprehensive income		-	-	-	-	-	-	-	-	( 31,369 )	( 72,793 )	( 104,162 )	9,959	( 94,203 )
Distribution of 2025 earnings	6(15)
Legal reserve		-	-	-	-	-	-	42,175	-	( 42,175 )	-	-	-	-
Reversal of special reserve		-	-	-	-	-	-	-	( 141,029 )	141,029	-	-	-	-
Cash dividends		-	-	-	-	-	-	-	-	( 311,817 )	-	( 311,817 )	-	( 311,817 )
Cash capital increase	6(13)	60,000	540,000	-	-	-	-	-	-	-	-	600,000	-	600,000
Compensation cost of employee stock options	6(12)											21,600	-	21,600
Exercise of employee stock options		-	21,600	-	-	-	-	-	-	-	-	-	-	-
Changes in ownership interests in subsidiaries	6(25)
Dividends paid to non-controlling interests	6(25)
Balance at December 31, 2025		$ 479,718	$ 1,351,163	$ 8,021	$ 8,964	$ 5,330	$ 525	$ 282,203	$ 60,468	$ 466,149	($ 133,261)	$ 2,529,280	$ 235,126	$ 2,764,406

The accompanying notes are an integral part of these consolidated financial statements.

Chairman: Ji, Jing-De General Manager: Hsu, Yao-Ren Accounting Officer: Chang, Yuan-Zhi

YUSIN HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

	Notes	Years ended December 31,
		2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year		($ 43,493)	$ 578,600
Adjustments:
Items of income and expenses
Depreciation (including right-of-use assets)	6(5)(6)(21)	161,700	129,517
Amortizations	6(21)	16,346	15,546
Cost of employee stock options	6(22)	21,600	-
Expected credit impairment loss	12(2)	509,515	( 2,239 )
Interest income	6(17)	( 11,014 )	( 25,354 )
Loss on disposal of property, plant and equipment	6(19)	324	2,996
Interest expense	6(20)	48,549	54,270
Changes in assets/liabilities relating to operating activities
Changes in operating assets
Notes receivables		128,607	( 176,036 )
Accounts receivables		( 13,597 )	( 512,919 )
Other receivables		110,739	( 53,779 )
Inventories		( 33,028 )	( 91,678 )
Other current assets		( 13,390 )	( 19,786 )
Other non-current assets		-	( 2,873 )
Changes in operating liabilities
Contract liabilities		2,238	( 152 )
Accounts payable		( 179,795 )	301,161
Accounts payable - related parties		6,720	( 21,366 )
Other payables		5,395	15,426
Other payables - related parties		-	( 1,780 )
Other current liabilities		296	153
Cash generated from operations		717,712	189,707
Interest received		11,014	25,354
Interest paid		( 48,549 )	( 54,270 )
Income taxes paid		( 83,172 )	( 151,222 )
Net cash generated from operating activities		597,005	9,569

(Continued)

YUSIN HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

	Notes	Years ended December 31,
		2025	2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment	6(26)	( 534,425 )	( 280,178 )
Proceeds from disposal of property, plant and equipment	6(5)	3,255	47,784
Acquisition of intangible assets	6(7)	( 2,688 )	( 4,159 )
Acquisition of land use right	6(6)(27)	( 5,822 )	( 37,794 )
Increase in guaranteed deposits paid		( 41,014 )	( 9,392 )
Net cash flows used in investing activities		( 580,694 )	( 283,739 )
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings	6(27)	2,498,637	3,571,612
Repayments of short-term borrowings	6(27)	( 2,165,594 )	( 3,359,562 )
Increase in long-term borrowings	6(27)	341,434	253,850
Repayments of long-term borrowings	6(27)	( 246,380 )	( 18,767 )
Repayments of principal portion of lease liabilities	6(27)	( 10,373 )	( 6,576 )
Cash capital increase	6(13)	600,000
Dividend distributed to non-controlling interests	6(25)	( 1,627 )	( 7,946 )
Cash dividends paid	6(15)	( 311,817 )	( 251,831 )
Net cash flows generated from financing activities		704,280	180,780
Effect of foreign exchange rate changes on cash and cash equivalents		( 184,374 )	65,738
Net increase (decrease) in cash and cash equivalents		536,217	( 27,652 )
Cash and cash equivalents at beginning of year		1,061,984	1,089,636
Cash and cash equivalents at end of year		$ 1,598,201	$ 1,061,984

The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Ji, Jing-De
General Manager: Hsu, Yao-Ren
Accounting Officer: Chang, Yuan-Zhi

Attachment V

111年第十一次修訂「公司章程」

YUSIN HOLDING CORP.

永新控股股份有限公司

YUSIN HOLDING CORP.

永新控股股份有限公司

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20.3條	The Company shall announce to the public the notice of a general meeting, the proxy instrument, agendas and materials relating to the matters to be reported and discussed in the general meetings, including but not limited to, election or discharge of Directors, in accordance with Article 20.1 hereof, and shall transmit the same via the Market Observation Post System in accordance with Applicable Public Company Rules. If the voting power of a Member at a general meeting shall be exercised by way of a written ballot, the Company shall also send the written document for the Member to exercise his voting power together with the above mentioned materials in accordance with Article 20.1. The Directors shall prepare a meeting handbook of the relevant general meeting and supplemental materials, which will be sent to or	The Company shall announce to the public the notice of a general meeting, the proxy instrument, agendas and materials relating to the matters to be reported and discussed in the general meetings, including but not limited to, election or discharge of Directors, in accordance with Article 20.1 hereof, and shall transmit the same via the Market Observation Post System in accordance with Applicable Public Company Rules. If the voting power of a Member at a general meeting shall be exercised by way of a written ballot, the Company shall also send the written document for the Member to exercise his voting power together with the above mentioned materials in accordance with Article 20.1. The Directors shall prepare a meeting handbook of the relevant general meeting and supplemental materials, which will be sent to or	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表」之要求，修訂第20.3條之規定。

| No.
條次 | Current Provisions
現行條文 | Proposed Amendments
修正條文草案 | Explanations
修正理由 |
| --- | --- | --- | --- |
| | made available to all Members and shall be transmitted to the Market Observation Post System in a manner consistent with the Applicable Public Company Rules twenty-one (21) days prior to the general meetings or, in the case of extraordinary general meetings, fifteen (15) days prior to such meeting. However, in the event the Company’s total paid-in capital as of the close of the most recent financial year reaches NT$2 billion or more, or when the aggregate number of shares held by the foreign investors and Mainland Chinese investors reached thirty percent (30%) or more as recorded in the Register of Members at the time of holding of the general meeting in the most recent financial year, the Company shall transmit the electronic files of the abovementioned meeting handbook and supplemental materials thirty (30) days prior to the scheduled date of the relevant annual general meeting.

公司應依本章程第 20.1 條的規定，一併公告股東會開會通知書、委託書用紙、議程及有關承認案與討論案（包含但不限於選任或解任董事之議案）等各項議案之案由及說明資料，並依公開發行公司規則傳輸至公開資訊觀測站；其採行書面行使表決權者，並應將上述資料及書面行使表決權用紙，併同寄送給股東。董事會並應依公開發行公司規則傳輸至公開資訊觀測站，並應將上述資料及書面行使表決權用紙，併同寄送給股東。 | made available to all Members and shall be transmitted to the Market Observation Post System in a manner consistent with the Applicable Public Company Rules thirty (30) days prior to the general meetings or, in the case of extraordinary general meetings, fifteen (15) days prior to such meeting. | |

~28~

| No.
條次 | Current Provisions
現行條文 | Proposed Amendments
修正條文草案 | Explanations
修正理由 |
| --- | --- | --- | --- |
| | 權用紙，併同寄送給股東。董事會並應依公開發行公司規則，備妥股東會議事手冊和補充資料，於股東常會開會 21 日前或股東臨時會開會 15 日前，寄發予所有股東或以其他方式供所有股東索閱，並傳輸至公開資訊觀測站。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年度股東常會時股東名冊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，應於年度股東常會開會 30 日前完成前開電子檔案之傳輸。 | 行公司規則，備妥股東會議事手冊和補充資料，於股東常會開會 30 日前或股東臨時會開會 15 日前，寄發予所有股東或以其他方式供所有股東索閱，並傳輸至公開資訊觀測站。 | |

~29~

Attachment VI

YUSIN HOLDING CORP.

2026 Annual Shareholder Meeting

Details of Release the Prohibition on New Directors from Participation in Competitive Business

Shareholder ID Number	Name	Other Positions
6	CHI, Po-Yen	Deputy General Manager, Xiamen Yongyu Machinery Industry Co., Ltd.
Director, GDM Bourne Inc.
Director, Hongfu Enterprise Co., Ltd.
Director, Fuzhou Xinxin Brake System Co., Ltd.

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Appendix I

THE COMPANIES ACT (AS REVISED)

Company Limited by Shares

TWELFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF YUSIN HOLDING CORP.

永新控股股份有限公司

(adopted by a Special Resolution passed on May 28th, 2025)

The name of the Company is YUSIN HOLDING CORP. 永新控股股份有限公司
The Registered Office of the Company shall be at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands or at such other place as the Directors may from time to time decide.
The objects for which the Company is established are unrestricted and shall include, but without limitation, the following:

(a) (i) To carry on the business of an investment company and to act as promoters and entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations.

(ii) To carry on whether as principals, agents or otherwise howsoever the business of realtors, developers, consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendors of all types of property including services.

(b) To exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock, obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit.

(c) To purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge, convert, turn to account, dispose of and deal with real and personal property and rights of all kinds and, in particular, mortgages, debentures, produce, concessions, options, contracts, patents, annuities, licences, stocks, shares, bonds, policies, book debts, business concerns, undertakings, claims, privileges and choses in action of all kinds.

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(d) To subscribe for, conditionally or unconditionally, to underwrite, issue on commission or otherwise, take, hold, deal in and convert stocks, shares and securities of all kinds and to enter into partnership or into any arrangement for sharing profits, reciprocal concessions or cooperation with any person or company and to promote and aid in promoting, to constitute, form or organise any company, syndicate or partnership of any kind, for the purpose of acquiring and undertaking any property and liabilities of the Company or of advancing, directly or indirectly, the objects of the Company or for any other purpose which the Company may think expedient.

(e) To stand surety for or to guarantee, support or secure the performance of all or any or the obligations of any person, firm or company whether or not related or affiliated to the Company in any manner and whether by personal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Company, both present and future, including its uncalled capital or by any such method and whether or not the Company shall receive valuable consideration thereof.

(f) To engage in or carry on any other lawful trade, business or enterprise which may at any time appear to the Directors of the Company capable of being conveniently carried on in conjunction with any of the aforementioned businesses or activities or which may appear to the Directors or the Company likely to be profitable to the Company.

In the interpretation of this Memorandum of Association in general and of this Clause 3 in particular no object, business or power specified or mentioned shall be limited or restricted by reference to or inference from any other object, business or power, or the name of the Company, or by the juxtaposition of two or more objects, businesses or powers and that, in the event of any ambiguity in this clause or elsewhere in this Memorandum of Association, the same shall be resolved by such interpretation and construction as will widen and enlarge and not restrict the objects, businesses and powers of and exercisable by the Company.

Except as prohibited or limited by the Companies Act (As Revised), the Company shall have full power and authority to carry out any object and shall have and be capable of from time to time and at all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, including, but without in any way restricting the generality of the foregoing, the power to make any alterations or amendments to this Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association of the Company considered necessary or convenient in the manner set out in the Articles of Association of the Company, and the power to do any of the following acts or things, viz: to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Company to do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on the security of the undertaking or on all or any of the assets of the Company including uncalled capital or without security; to invest monies of the Company in such manner as the Directors determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to Members of the Company; to make charitable or benevolent donations; to pay pensions or gratuities or

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provide other benefits in cash or kind to Directors, officers, employees, past or present and their families; to purchase Directors and officers liability insurance and to carry on any trade or business and generally to do all acts and things which, in the opinion of the Company or the Directors, may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the business aforesaid PROVIDED THAT the Company shall only carry on the businesses for which a licence is required under the laws of the Cayman Islands when so licensed under the terms of such laws.

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 NTD800,000,000.00 divided into 80,000,000 shares of a nominal or par value of NTD10.00 each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Act (As Revised), as amended, and the Amended and Restated Articles of Association and to issue any part of its capital, whether original, redeemed or increased 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 conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained PROVIDED ALWAYS that, notwithstanding any provision to the contrary contained in this Amended and Restated Memorandum of Association, the Company shall have no power to issue bearer shares, warrants, coupons or certificates.
If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of the Companies Act (As Revised).

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Table A

INTERPRETATION

Definitions
SHARES
Power to Issue Shares
Redemption and Purchase of Shares
Rights Attaching to Shares
Share Certificates
Preferred Shares

REGISTRATION OF SHARES

Register of Members
Registered Holder Absolute Owner
Transfer of Registered Shares
Transmission of Registered Shares

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

Alteration of Capital
Special Resolution and Supermajority Resolution
Variation of Rights Attaching to Shares

DIVIDENDS AND CAPITALISATION

Dividends
Capital Reserve and Power to Set Aside Profits
Method of Payment
Capitalisation

MEETINGS OF MEMBERS

Annual General Meetings
Extraordinary General Meetings
Notice
Giving Notice
Postponement of General Meeting
Quorum and Proceedings at General Meetings
Chairman to Preside
Voting on Resolutions
Proxies
Proxy Solicitation
Dissenting Member's Appraisal Right
Shares that May Not be Voted
Voting by Joint Holders of Shares
Representation of Corporate Member
Adjournment of General Meeting
Directors Attendance at General Meetings

DIRECTORS AND OFFICERS

Number and Term of Office of Directors
Election of Directors
Removal of Directors
Vacation of Office of Director
Compensation of Directors
Defect in Election of Director
Directors to Manage Business
Powers of the Board of Directors
Register of Directors and Officers
Officers
Appointment of Officers
Duties of Officers
Compensation of Officers
Conflict of Interest
Indemnification and Exculpation of Directors and Officers

MEETINGS OF THE BOARD OF DIRECTORS

Board Meetings
Notice of Board Meetings
Participation in Meetings by Video Conference
Quorum at Board Meetings
Board to Continue in the Event of Vacancy
Chairman to Preside
Validity of Prior Acts of the Board

CORPORATE RECORDS

Minutes
Register of Mortgages and Charges
Form and Use of Seal

TENDER OFFER AND ACCOUNTS

Tender Offer
Books of Account
Financial Year End

AUDIT COMMITTEE

Number of Committee Members
Power of Audit Committee

VOLUNTARY DISSOLUTION AND WINDING-UP

Voluntary Dissolution and Winding-Up

CHANGES TO CONSTITUTION

Changes to Articles

LITIGIOUS AND NON-LITIGIOUS AGENT

Appointment of Litigious and Non-Litigious Agent

OTHERS

ROC Securities Laws and Regulations

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ELEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF YUSIN HOLDING CORP.

永新控股股份有限公司

(adopted by a Special Resolution passed on [][], 2023)

Table A

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

INTERPRETATION

1. Definitions

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

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

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

Appointed Representative
has the meaning given thereto in Article 35.5;

Articles
the Articles of Association as altered from time to time;

Audit Committee
the audit committee of the Board, which shall comprise solely of all the Independent Directors of the Company;

Board
the board of directors appointed or elected pursuant to the Articles and acting at a meeting of directors at which there is a quorum in accordance with the Articles;

Capital Reserve
for the purpose of the Articles only, comprises of the premium paid on the issuance of any share and income from endowments received by the Company under the Law;

Chairman
the Director elected amongst all the Directors as the chairman of the Board;

Company
YUSIN HOLDING CORP.永新控股股份有限公司;

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Compensation Committee
a committee of the Board, which shall be comprised of professional individuals and having the functions, in each case, prescribed by the Applicable Public Company Rules;

Cumulative Voting
the voting mechanism for an election of Directors as described in Article 35.2 hereof;

Directors
the directors for the time being of the Company and shall include any and all Independent Director(s);

Dividend
means any dividend resolved to be paid on the shares of the Company pursuant to the Articles;

Electronic Record
has the same meaning as in the Electronic Transactions Law;

Electronic Transactions Law
the Electronic Transactions Law (2003 Revision) of the Cayman Islands;

ESM
the emerging stock market of the ROC;

FSC
the Financial Supervisory Commission of the ROC;

TPEx
the Taipei Exchange;

Independent Directors
the Directors who are elected as "Independent Directors" in accordance with the Applicable Public Company Rules or the Articles;

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

Law
The Companies Act (As Revised) of the Cayman Islands and every modification, reenactment or revision thereof for the time being in force;

Lease Contract
a contract or arrangement between the Company and any other person(s) pursuant to which such person(s) lease or rent from the Company the necessary means and assets to operate the whole business of the Company in the name of such person, and as consideration, the Company receives a pre-determined compensation from such person;

Litigious and Non-Litigious Agent
a person appointed by the Company pursuant to the Applicable Law as the Company's process agent for purposes of service of documents in the relevant jurisdiction and the Company's responsible person in the ROC under the Securities and Exchange Law of the ROC;

Management Contract
a contract or arrangement between the Company and any other person(s) pursuant to which such person(s) manage and operate the business of the Company in the name of and for the benefit of the Company, and as consideration, such person(s) receive a pre-determined compensation from the Company while the Company continues to be entitled to the profits (or losses) of such business;

Market Observation Post System	the public company reporting system maintained by the TSE;
Member	the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;
Memorandum	the memorandum of association of the Company;
Merger	means:
(a)	a "merger" or "consolidation" as defined under the Law; or
(b)	other forms of mergers and acquisitions which fall within the definition of "merger and/or consolidation" under the Applicable Public Company Rules;
month	calendar month;
Notice	written notice as further provided in the Articles unless otherwise specifically stated;
Officer	any person appointed by the Board to hold an office in the Company;
Ordinary Resolution	a resolution passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by not less than a simple majority of the votes cast. For these purposes, where votes represented but not cast at the meeting will be deemed to be votes cast against the resolution;
Preferred Shares	has the meaning given thereto in Article 6;
Private Placement	means, for so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, the private placement by the Company of shares or other securities of the Company as permitted by the Applicable Public Company Rules;

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Register of Members
the register of members of the Company maintained in accordance with the Law and (as long as the shares of the Company are traded on the ESM or listed on the TPEx or the TSE in Taiwan) the Applicable Public Company Rules;

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

Restricted Shares
has the meaning given thereto in Article 2.5;

ROC
Taiwan, the Republic of China;

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

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

share(s)
share(s) of par value New Taiwan Dollars 10.00 each in the Company;

Special Resolution
Subject to the Law, means a resolution passed at a general meeting of the Company by a majority of at least two-thirds of the votes cast by such Members who, being entitled to do so, vote in person or by their proxies, or, in the case of Members that are corporations or other non-natural person, by their duly authorised representatives by computing the number of votes to which each Member is entitled;

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;

Subsidiary
with respect to any company, (1) the entity, more than one half of whose total number of the issued voting shares or the total amount of the share capital are directly or indirectly held by such company; (2) the entity that such company has a direct or indirect control over its personnel, financial or business operation; (3) the entity, one half or more of whose shareholders involved in management or board of directors are concurrently acting as the shareholders involved in management or board of directors of such company; and (4) the entity, one half or more of whose total number of issued voting shares or the total amount of the share capital are held by the same shareholder(s) of such company;

Supermajority Resolution
a resolution passed by a majority vote of the

Members present at a general meeting attended by Members who represent two-thirds or more of the total issued shares or, if the total number of shares represented by the Members present at the general meeting is less than two-thirds of the total issued shares, but more than one half of the total issued shares, means instead, a resolution passed by two-thirds or more of votes cast by the Members present at such general meeting. For these purposes, where votes represented but not cast at the meeting will be deemed to be votes cast against the resolution;

Treasury Shares
TDCC
TSE
year

means shares of the Company held in treasury pursuant to the Law and the Articles;
the Taiwan Depository & Clearing Corporation;
the Taiwan Stock Exchange Corporation; and
calendar year.

1.2 In the Articles, where not inconsistent with the context:

(a) words denoting the plural number include the singular number and vice versa;
(b) words denoting the masculine gender include the feminine and neuter genders;
(c) words importing persons include companies, associations or bodies of persons whether corporate or not;
(d) the words:-

(i) "may" shall be construed as permissive; and
(ii) "shall" shall be construed as imperative;

(e) "written" and "in writing" include all modes of representing or reproducing words in visible form, including the form of an Electronic Record;
(f) a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof;
(g) unless otherwise provided herein, words or expressions defined in the Law shall bear the same meaning in the Articles; and
(h) Section 8 of the Electronic Transactions Law shall not apply to the extent that it imposes obligations or requirements in addition to those set out in the Articles.

1.3 In the Articles expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

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

Power to Issue Shares

2.1 Subject to the Applicable Law, Articles and any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares of the Company on such terms and conditions as it may determine and any shares or class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by resolution of the Members prescribe, provided that no share shall be issued at a discount except in accordance with the Law and the Applicable Public Company Rules.

2.2 Unless otherwise provided in the Articles, the issue of new shares of the Company shall be approved by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors. The issue of new shares shall at all times be subject to the sufficiency of the authorized capital of the Company.

2.3 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, whenever the Company in the ROC:

(a) increases its issued share capital by issuing new shares for cash consideration, the Company shall allocate 10% of the total amount of the new shares to be issued, for offering in the ROC to the public ("Public Offering Portion") unless it is not necessary or appropriate, as determined by the FSC, TPEx or the TSE for the Company to conduct the aforementioned public offering or otherwise provided by Applicable Law. However, if a percentage higher than the aforementioned 10% is resolved by the Members in a general meeting by Ordinary Resolution to be offered, the percentage determined by such resolution shall prevail and shares corresponding to such percentage shall be reserved as Public Offering Portion.

(b) issues new shares, the Company may also reserve 10% to 15% of such new shares for subscription by the employees of the Company and its Subsidiaries (the "Employee Subscription Portion"). The Company may prohibit such employees from transferring the shares so subscribed within a certain period; provided, however, that such a period cannot be more than two years.

2.4 Unless otherwise resolved by the Members in general meeting by Ordinary Resolution, where the Company increases its issued share capital by issuing new shares for cash consideration pursuant to Article 2.3 hereof, after allocation of the Public Offering Portion, including, for the avoidance of doubt, any percentage in excess of 10% of the total amount of the new shares to be issued for offering in the ROC to the public as resolved by the Members in general meeting be offered pursuant to Article 2.3, and the Employee Subscription Portion pursuant to Article 2.3 hereof, the Company shall make a public announcement and notify each Member that he is entitled to exercise a pre-emptive right to purchase his pro rata portion of the remaining new shares, to be issued in the capital increase for cash consideration. The Company shall state in such announcement and notices to the Members the procedures for exercising such pre-emptive rights and that if any Member fails to purchase his pro rata portion of such remaining newly-issued shares within the prescribed period, such Member shall be deemed to forfeit his pre-emptive right to purchase such newly-issued shares. Where an exercise of the pre-emptive right may result in fractional entitlement of a Member, the entitlements (including fractional entitlements) of two or more Members may be combined to jointly subscribe for one or more whole new shares in the name of a single Member, subject to compliance with such directions and terms and conditions as determined by the Board and the

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

2.5 Subject to the Applicable Law, the Company may issue new shares with restricted rights ("Restricted Shares") to employees of the Company and its Subsidiaries with the sanction of a Supermajority Resolution provided that Article 2.3 and Article 2.4 hereof shall not apply in respect of the issue of such shares. For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, the terms of issue of Restricted Shares, including but not limited to the number of Restricted Shares so issued, issue price of Restricted Shares and other related matters shall be in accordance with the Applicable Public Company Rules.

2.6 Clause (b) of Article 2.3 and Article 2.4 shall not apply whenever the new shares are issued due to the following reasons:

(a) in connection with a Merger, Spin-off, 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 employee share subscription warrants and/or options, including those rendered in Articles 2.10 and 2.13 hereof;

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

(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 Article 17 hereof.

2.7 Article 2.3 and Article 2.4 shall not apply to any of the following conditions:

(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;

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

(f) new shares are issued in connection with Private Placement of the securities issued by the Company; or

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

2.7.1 New shares issued for any of the circumstances in Article 2.7 may be paid up in cash or assets as required for the business of the Company.

2.8 The Company shall not issue any unpaid shares or partly paid-up shares. For the avoidance of doubt, a subscriber who fails to pay up the shares pursuant to Article 2.14 will not be considered as a Member until the shares to be subscribed for are paid in full, and only if the shares the subscriber subscribed for have been paid in full may the subscriber's name be entered in the Register of Members.

2.9 The Company shall neither issue shares without par value nor convert its shares from shares with par value to shares without par value.

2.10 Notwithstanding Article 2.5 hereof, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, adopt one or more employee incentive programmes and may issue shares or options, warrants or other similar instruments, to employees of the Company and its Subsidiaries, and for the avoidance of doubt, resolution of the Members is not required.

2.11 Options, warrants or other similar instruments issued in accordance with Article 2.10 above are not transferable save by inheritance.

2.12 Directors of the Company and its Subsidiaries shall not be eligible for Restricted Shares pursuant to Article 2.5 hereof or the incentive programmes pursuant to Article 2.10 hereof, provided that directors who are also employees of the Company or its Subsidiaries may subscribe for Restricted Shares or participate in an incentive programme in their capacity as an employee and not as a director of the Company or its Subsidiaries.

2.13 The Company may enter into agreements with employees of the Company and/or the employees of its Subsidiaries in relation to the incentive programme approved pursuant to Article 2.10 above, whereby employees may subscribe for, within a specific period, a specific number of the shares. The terms and conditions of such agreements shall be no less restrictive on the relevant employee than the terms specified in the applicable incentive programme.

2.14 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.

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Redemption and Purchase of Shares

3.1 Subject to the Law, the Company is authorised to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Member.

3.2 The Company is authorised to make payments in respect of the redemption of its shares out of capital or out of any other account or fund authorised for this purpose in accordance with the Law.

3.3 The redemption price of a redeemable share, or the method of calculation thereof, shall be fixed by the Board at or before the time of issue.

3.4 Every share certificate relating to redeemable share shall indicate that the share is redeemable.

3.5 Subject to the Applicable Law and the Articles, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, purchase its own shares (including any redeemable shares) on such terms and in such manner as the Directors may determine and hold them as Treasury Shares in accordance with the Applicable Law PROVIDED THAT if any purchase of the Company’s own shares involves any immediate cancellation of shares of the Company, such repurchase of shares is subject to approval by the Members by way of an Ordinary Resolution and the number of shares of the Company to be cancelled shall be allocated among all the Members as of the date of such cancellation on a pro rata basis (as rounded up or down to the nearest whole number as determined by the Directors) based on the then prevailing percentage of shareholding of the Members, unless otherwise provided for in the Law or the Applicable Public Company Rules..

Upon approval by Members by way of an Ordinary Resolution to repurchase and cancel shares of the Company, the repurchase price may be paid in any manner authorized by the Law, including in cash or in kind, provided that where any repurchase price is to be paid in kind, the monetary equivalent value of such payment in kind shall be (a) assessed by an ROC certified public accountant before being submitted by the Board to the Members for approval as part of the Ordinary Resolution authorising the repurchase and cancellation of shares of the Company; and (b) agreed to individually by each Member who will be receiving the repurchase price in kind. Without prejudice to this Article 3.5, in the case of a repurchase of shares by the Company for purposes of changing the currency denomination of share capital of the Company, consent of the holders of the shares subject to such repurchase shall not be required.

3.6 In the event that the Company proposes to purchase any share traded on the ESM or listed on the TPEx or the TSE in Taiwan pursuant to the preceding Article, the resolution of the Board approving such proposal and the implementation thereof should be reported to the Members in the next general meeting in accordance with the Applicable Public Company Rules. Such reporting obligation shall also apply even if the Company does not implement the proposal to purchase its shares traded on the ESM or listed on the TPEx or the TSE in Taiwan for any reason.

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3.7 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, the Company is authorised to purchase any share traded on the ESM or listed on the TPEx or the TSE in Taiwan in accordance with the following manner of purchase:

(a) the total price of the shares purchased by the Company shall not exceed the sum of retained earnings minus earnings distribution resolved by the Board or the general meeting, plus the following realized capital reserve:

(i) the premium received from the disposal of assets that has not been booked as retained earnings;

(ii) the premium paid on the issuance of any share and income from endowments received by the Company provided however that income from the shares shall not be included before such shares have been transferred to others;

(b) the maximum number of shares purchased by the Company shall not exceed ten percent of the total number of issued and outstanding shares of the Company; and

(c) the purchase shall be at such time, at such price and on such other terms as determined and agreed by the Board in its sole discretion provided however that:

(i) such purchase transactions shall be in accordance with the laws and regulations of the ROC relating to securities transactions and Applicable Public Company Rules; and

(ii) such purchase transactions shall be in accordance with the Law.

3.8 Subject to Article 3.5 and the Applicable Public Company Rules, the redemption or repurchase price may be paid in any manner permissible under the Law as determined by the Board.

3.9 A delay in payment of the redemption price shall not affect the redemption but, in the case of a delay of more than thirty days, interest shall be paid for the period from the due date until actual payment at a rate which the Directors, after due enquiry, estimate to be representative of the rates being offered by banks holding "A" licenses (as defined in the Banks and Trust Companies Act (Revised) of the Cayman Islands) in the Cayman Islands for thirty day deposits in the same currency.

3.10 The Directors may exercise as they think fit the powers conferred on the Company by Section 37(5) of the Law (payment out of capital) but only if and to the extent that the redemption could not otherwise be made (or not without making a fresh issue of shares for this purpose).

3.11 Subject as aforesaid, the Directors may determine, as they think fit all questions that may arise concerning the manner in which the redemption of the shares shall or may be effected.

3.12 No share may be redeemed unless it is fully paid-up.

3.13 The Board may designate as Treasury Shares any of its shares that it purchases or redeems, or any shares surrendered to it, in accordance with the Applicable Law.

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

3.15 The Company shall be entered in the Register of Members as the holder of the Treasury Shares provided that:

(a) the Company shall not be treated as a Member for any purpose and shall not exercise any

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right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

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

3.16 After the Company purchases the shares traded on the ESM or listed on the TPEx or the TSE in Taiwan, any proposal to transfer the Treasury Shares to the employees of the Company and its Subsidiaries at a price below the average actual repurchase price must be approved by Special Resolution in the next general meeting and the items required by the Applicable Public Company Rules shall be specified in the notice of the general meeting and may not be proposed as an extemporary motion. The aggregate number of Treasury Shares resolved at all general meetings and transferred to the employees of the Company and its Subsidiaries shall not exceed 5% of the total issued shares, and each employee may not subscribe for more than 0.5% of the total issued shares in aggregate. The Company may prohibit such employees from transferring such Treasury Shares within a certain period; provided, however, that such a period cannot be more than two years.

3.17 Subject to Article 3.16 and the Applicable Public Company Rules, Treasury Shares may be disposed of by the Company on such terms and conditions in accordance with the Applicable Law as determined by the Directors.

4. Rights Attaching to Shares

Subject to Article 2.1, the Memorandum and the Articles, other contractual obligations or restrictions that the Company is bound by and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into shares of a single class the holders of which shall, subject to the provisions of the Articles:

(a) be entitled to one vote per share;

(b) be entitled to such dividends as recommended by the Board and approved by the Members at general meeting;

(c) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(d) generally be entitled to enjoy all of the rights attaching to shares.

5. Share Certificates

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

5.2 If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

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5.3 Share may not be issued in bearer form.

5.4 When the Company shall issue share certificates pursuant to Article 5.1 hereof, the Company shall deliver the share certificates to the subscribers within thirty (30) days from the date such share certificates may be issued pursuant to the Law, the Memorandum, the Articles, and the Applicable Public Company Rules, and shall make a public announcement prior to the delivery of such share certificates pursuant to the Applicable Public Company Rules.

5.5 Where the Company shall issue the shares in uncertificated/scripless form, the Company shall comply with the Law and the Applicable Public Company Rules to handle relevant matters, and shall deliver the shares to the subscribers by book-entry transfer within thirty (30) days after the Company is permitted by applicable listing laws and regulations to issue such shares and make a public announcement prior to the delivery.

6. Preferred Shares

6.1 The Company may by Special Resolution designate one or more classes of shares with preferred or other special rights as the Company, by Special Resolution, may determine (shares with such preferred or other special rights, the "Preferred Shares"), and cause to be set forth in the Articles.

6.2 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, the rights and obligations of Preferred Shares may include (but not limited to) the following terms and shall be consistent with the Applicable Public Company Rules:

(a) the order of priority and fixed amount or fixed ratio of allocation of dividends and bonus on Preferred Shares;
(b) the order of priority and fixed amount or fixed ratio of allocation of surplus assets of the Company;
(c) the order of priority for or restriction on the voting right(s) (including declaring no voting rights whatsoever) of the Members holding the Preferred Shares;
(d) the method by which the Company is authorized or compelled to redeem the Preferred Shares, or a statement that redemption rights shall not apply; and
(e) other matters concerning rights and obligations incidental to Preferred Shares.

REGISTRATION OF SHARES

7. Register of Members

(a) The Board shall cause to be kept a Register of Members which may be kept outside the Cayman Islands at such place as the Directors shall appoint and which shall be maintained in accordance with the Law and the Applicable Public Company Rules. The Board or any other authorized conveners of general meetings of the Company may request that the Company or the Company's stock affairs agent provide a copy of the Register of Members for inspection.

(b) In the event that the Company has shares that are not traded on the ESM or listed on the TPEx or the TSE in Taiwan, the Company shall also cause to be kept a register of such shares in accordance with Section 40 of the Law.

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Registered Holder Absolute Owner

Except as required by law:

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

Transfer of Registered Shares

9.1 Title to shares traded on the ESM or listed on the TPEx or the TSE in Taiwan may be evidenced and transferred in a manner consistent with the Applicable Public Company Rules (including through the book-entry system of the TDCC).

9.2 All transfers of shares which are in certificated form may be effected by an instrument of transfer in writing in any usual form or in any other form which the Board may approve and shall be executed by or on behalf of the transferor and, if the Board so requires, by or on behalf of the transferee. Without prejudice to the foregoing, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. Notwithstanding the foregoing, an instrument of transfer shall not be required for a repurchase of shares by the Company for purposes of changing the currency of share capital of the Company.

9.3 The Board may refuse to recognise any instrument of transfer in respect of shares in certificated form unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.

9.4 The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

9.5 The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share in certificated form in the event such registration of transfer would (i) conflict with the Applicable Law; or (ii) conflict with the Memorandum and/or the Articles. If the Board refuses to register a transfer of any share, the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

Transmission of Registered Shares

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

10.2 Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem

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sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled to a share shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:

Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member (the "Company")

I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased Member] to [number] share(s) standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the "Transferee") registered as a transferee of such share(s), and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assignees, subject to the conditions on which the same were held at the time of the execution thereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

DATED this [ ] day of [ ], [ ]

Signed by:
In the presence of:

Transferor
Witness

Transferee
Witness

10.3 On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration or refuse registration as stipulated in Article 9.5 hereof as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be.

10.4 Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

11. Alteration of Capital

11.1 Subject to the Law, the Company may from time to time by Ordinary Resolution alter the conditions of its Memorandum to increase its authorized share capital by new shares of such amount as it thinks expedient.

11.2 Subject to the Law, the Company may from time to time by Ordinary Resolution alter the conditions of its Memorandum to:

(a) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares in such manner as permitted by Applicable Law;

(b) convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination;

(c) sub-divide its existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; or

(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled in such manner as permitted by Applicable Law.

12. Special Resolution and Supermajority Resolution

12.1 Subject to the Law and the Articles, the Company may from time to time by Special Resolution:

(a) change its name;

(b) alter or add to the Articles;

(d) reduce its share capital and any capital redemption reserve fund; or

(e) effect a Merger under the Law.

12.2 Subject to the Law, the Company may, by Special Resolution, issue securities by way of Private Placement within the territory of the ROC in accordance with Applicable Public Company Rules; provided that, for issuance of corporate bonds which do not involve the grant of a warrant, option, or right of conversion or otherwise grant the holders of the bonds the right to acquire equity or similar rights by way of Private Placement within the territory of the ROC, the Company may do so by resolution of the Board in different tranches within one year from the date of the resolution of the Board in accordance with Applicable Public Company Rules.

12.3 Subject to the Law and Article 12.4 hereof, the following actions by the Company shall require the approval of the Members by a Supermajority Resolution:

(a) effecting any capitalization of distributable dividends and/or bonuses and/or any other amount prescribed under Article 17 hereof;

(b) effecting any Merger (except for any Merger which falls within the definition of "merger" and/or "consolidation" under the Law, which requires the approval of the Company by Special Resolution only) or Spin-off of the Company;

(d) the transferring of the whole or any essential part of the business or assets of the Company;

(e) acquiring or assuming the whole business or assets of another person, which has a material effect on the Company's operation;

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(f) entering into any share exchange; or
(g) applying for the approval of ceasing the status as a public company.

12.4 Subject to the Law, the Company may be wound up voluntarily:
(a) if the Company resolves by Ordinary Resolution that it be wound up voluntarily because the Company is unable to pay its debts as they fall due; or
(b) if the Company resolves by Special Resolution that it be wound up voluntarily for reasons other than set out in Article 12.4(a) above.

12.5 Subject to the Applicable Law, the Company may by Supermajority Resolution, distribute its Capital Reserve, in whole or in part, by issuing new shares which shall be distributed as bonus shares to its existing Members in proportion to the number of shares being held by each of them or by cash.

12.6 Notwithstanding anything contained in these Articles, unless otherwise provided by the Applicable Law, in case the Company is dissolved after participating in a Merger or the Company is delisted from the TSE 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 TSE/TPEx listed company), any such action aforementioned shall be approved by the affirmative vote of at least two-thirds (2/3) of the total votes cast by the Members of the Company.

13. Variation of Rights Attaching to Shares

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of the class. Notwithstanding the foregoing, if any modification or alteration in the Articles is prejudicial to the preferential rights of any class of shares, such modification or alteration shall be adopted by a Special Resolution and shall also be adopted by a Special Resolution passed at a separate meeting of Members of that class of shares. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis.

DIVIDENDS AND CAPITALISATION

14. Dividends

14.1 The Board may, subject to approval by the Members by way of Ordinary Resolution or, in the case of Article 12.3(a), Supermajority Resolution and subject to the Articles and any direction of the Company in general meeting, declare a dividend to be paid to the Members in proportion to the number of shares held by them, and such dividend may be paid in cash or shares.

14.2 Subject to the Applicable Law, no dividends or other distribution shall be paid except out of profits of the Company, realised or unrealised, out of share premium account or any reserve, fund or account as otherwise permitted by the Law. Except as otherwise provided by the rights attached to any shares, all dividends and other distributions shall be paid according to

the number of the shares that a Member holds. If any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividends accordingly.

14.3 Subject to the Law and this Article and except as otherwise provided by the rights attached to any shares, the Company may distribute profits in accordance with a proposal for profits distribution approved by the Board and sanctioned by the Members by an Ordinary Resolution, in annual general meetings.

14.4 Upon the final settlement of accounts, if there is surplus profit (i.e., the remaining balance of pre-tax income after deducting the compensation to employees and directors), the Company shall set aside fifteen percent (15%) to zero point five percent (0.5%) as compensation to employees and no more than three per cent (3%) as remuneration for the Directors (excluding the Independent Directors). However, if the Company has accumulated losses, the Company shall reserve an amount thereof for making up the losses.

The employees' compensation referred to in the preceding paragraph may be distributed in the form of shares or in the form of cash, and may be distributed to employees of the Company and its Subsidiaries, whose qualification shall be determined by the Board. The directors' compensation shall be distributed in the form of cash, and shall be determined by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors and reported to the Members.

14.5 The Company operates in a mature and stable market and is in the steady growth stage. The Board shall prepare the dividend proposal by taking into account the profit of the year, overall development, financial plans, capital need, projection of the industry and the Company's prospects and so on and submit the proposal for the Members' approval. If there are profits, in making the profits distribution recommendation, the Board shall set aside out of the profits of the Company for each financial year: (i) a reserve for payment of tax for the relevant financial year; (ii) an amount to offset losses incurred in previous years; (iii) ten per cent (10%) as reserve ("Statutory Reserve"); and (iv) a special surplus reserve as required by the applicable securities authority of the ROC under the Applicable Public Company Rules. The remaining balance, if any, together with a part or whole of accumulated undistributed profits in the previous years, subject to the Law and the Applicable Public Company Rules and after having considered the financial, business and operational factors of the Company, may be distributed as dividends to Members in proportion to their shareholdings in the amount of no less than fifteen per cent (15%) of profit after tax of the relevant year. In the event that dividends are distributed to Members in a combination of share dividend and cash dividend, cash dividend shall be no less than ten per cent (10%) of the total dividends. No unpaid dividend shall bear interest as against the Company.

14.6 The Board shall fix any date as the record date for determining the Members entitled to receive any dividend or other distribution.

14.7 For the purpose of determining Members entitled to receive payment of any dividend or other distributions, the Directors may provide that the Register of Members be closed for transfers for five (5) days before the relevant record date or such other period consistent with the Applicable Public Company Rules subject to compliance with the Law.

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15. Capital Reserve and Power to Set Aside Profits

15.1 The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for meeting the deficiencies for implementing dividend distribution plans or for any other purpose to which those funds may be properly applied. Pending application, such sums may be in the absolute discretion of the Directors either be employed in the business of the Company or invested in such investment as Directors may from time to time think fit, and need not be kept separate from other assets of the Company. The Directors may also, without placing the same to reserve, carry forward any profit which they decide not to distribute.

15.2 Subject to any direction from the Company in general meeting, the Directors may on behalf of the Company exercise all the powers and options conferred on the Company by the Law in regard to the Capital Reserve. Subject to compliance with the Law, the Directors may on behalf of the Company set off accumulated losses against credits standing in the Capital Reserve and make distributions out of the Capital Reserve.

16. Method of Payment

16.1 Any dividend, interest, or other monies payable in cash in respect of the shares may be paid by wire transfer to the Member's designated account or by cheque or draft sent through the post directed to the Member at such Member's address in the Register of Members, or to such person and to such address as the holder may in writing direct.

16.2 In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the holder may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.

16.3 The payment of any dividend shall comply with the Applicable Public Company Rules and the Law.

17. Capitalisation

Subject to the Applicable Law and Article 12.3(a), the Board may capitalise any sum for the time being standing to the credit of the Capital Reserve or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.

MEETINGS OF MEMBERS

18. Annual General Meetings

18.1 The Company shall hold a general meeting as its annual general meeting within six months following the end of each fiscal year, which shall be called by the Board.

18.2 Subject to Article 18.1, the annual general meeting of the Company may be held at such time and place as the Board shall determine. For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, unless otherwise provided by the Law, the general meetings to be held in physical locations shall be held in the ROC. If the Board resolves to

hold a general meeting in physical locations outside the ROC, the Company shall apply for the approval of the TPEx or the TSE within two days after the Board adopts such resolution. Where a general meeting is to be held outside the ROC, the Company shall engage a professional stock affairs agent in the ROC to handle the administration of such general meeting (including but not limited to the handling of the voting of proxies submitted by Members).

19. Extraordinary General Meetings

19.1 General meetings other than annual general meetings shall be called extraordinary general meetings.

19.2 The Board may convene an extraordinary general meeting of the Company whenever in their judgment such a meeting is necessary or is desirable.

19.3 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, the Board shall on a Member’s requisition as defined in Article 19.4 forthwith proceed to convene an extraordinary general meeting of the Company.

19.4 A Member's requisition set forth in Article 19.3 is a requisition of one or more Members of the Company holding in the aggregate at the date of deposit of the requisition not less than three per cent (3%) of the total number of issued shares of the Company which as at that date have been held by such Member(s) for at least one year.

19.5 The Member's requisition must state in writing the matters to be discussed at the extraordinary general meeting and the reason therefor.

19.6 If the Board does not within fifteen (15) days from the date of the deposit of the Member's requisition dispatch the notice of an extraordinary general meeting, the requisitionists may themselves convene an extraordinary general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Board. If it is proposed that the extraordinary general meeting be held outside the ROC, an application shall be submitted by such requisitionists to the TPEx or the TSE for its prior approval.

19.7 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 (3) 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 of Members as of the first day of the relevant book close period.

20. Notice

20.1 At least thirty days' notice of an annual general meeting, and at least fifteen days' notice of an extraordinary general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and the general nature of the business to be considered at the meeting. The notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior written consent from the recipient(s) thereof.

20.2 The Board shall fix a record date for determining the Members entitled to receive notice of and to vote at any general meeting of the Company in accordance with Applicable Public

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Company Rules and close its Register of Members accordingly in accordance with Applicable Public Company Rules

20.3 The Company shall announce to the public the notice of a general meeting, the proxy instrument, agendas and materials relating to the matters to be reported and discussed in the general meetings, including but not limited to, election or discharge of Directors, in accordance with Article 20.1 hereof, and shall transmit the same via the Market Observation Post System in accordance with Applicable Public Company Rules. If the voting power of a Member at a general meeting shall be exercised by way of a written ballot, the Company shall also send the written document for the Member to exercise his voting power together with the above mentioned materials in accordance with Article 20.1. The Directors shall prepare a meeting handbook of the relevant general meeting and supplemental materials, which will be sent to or made available to all Members and shall be transmitted to the Market Observation Post System in a manner consistent with the Applicable Public Company Rules twenty-one (21) days prior to the general meetings or, in the case of extraordinary general meetings, fifteen (15) days prior to such meeting. However, in the event the Company's total paid-in capital as of the close of the most recent financial year reaches NT$10 billion or more, or when the aggregate number of shares held by the foreign investors and Mainland Chinese investors reached thirty percent (30%) or more as recorded in the Register of Members at the time of holding of the general meeting in the most recent financial year, the Company shall transmit the electronic files of the abovementioned meeting handbook and supplemental materials thirty (30) days prior to the scheduled date of the relevant annual general meeting.

20.4 The following matters shall be stated in the notice of a general meeting, with a summary of the major content to be discussed, and shall not be proposed as an extemporary motion; the major content may be posted on the website designated by the applicable securities authority of the ROC or the Company, and such website shall be indicated in the notice:

(a) election or discharge of Directors,
(b) alteration of the Memorandum or Articles,
(c) any capital reduction or repurchase and cancellation of shares pursuant to Article 3.5,
(d) applying for the approval of ceasing the status as a public company,
(e) (i) dissolution, Merger, share exchange or Spin-off, (ii) entering into, amending, or terminating any Lease Contract, Management Contract or Joint Operation Contract, (iii) transfer of the whole or any essential part of the business or assets of the Company, and (iv) acquisition or assumption of the whole of the business or assets of another person, which has a material effect on the operations of the Company,
(f) ratification of an action by Director(s) who engage(s) in business for himself or on behalf of another person that is within the scope of the Company's business,
(g) distribution of the whole or part of the surplus profit of the Company in the form of new shares, capitalization of Capital Reserve and any other amount in accordance with Article 17,
(h) making distributions of new shares or cash out of the Statutory Reserve, the premium received on the issuance of any shares and income from endowments received by the Company to its Members, and
(i) Private Placement of any equity-related securities to be issued by the Company.

20.5 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, the Board shall keep the Memorandum and Articles, minutes of general meetings, financial

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statements, the Register of Members, and the counterfoil of any corporate bonds issued by the Company at the Registered Office (if applicable) and the Company's stock affairs agent located in the ROC. Members may request, from time to time, by submitting document(s) evidencing his interests involved and indicating the designated scope of the requested matters, access to inspect, transcribe, or make copies of the foregoing documents; the Company shall make its stock affairs agent provide the above documents.

20.6 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, the Company shall make available all the statements and records prepared by the Board and the report prepared by the Audit Committee which will be submitted to the Members at the annual general meeting at the Registered Office (if applicable) and its stock affairs agent located in the ROC ten (10) days prior to such annual general meeting in accordance with Applicable Public Company Rules. Members may inspect and review the foregoing documents from time to time and may be accompanied by their lawyers or certified public accountants for the purpose of such inspection and review.

21. Giving Notice

21.1 Any Notice or document, whether or not to be given or issued under the Articles from the Company to a Member, shall be in writing either by delivering it to such Member in person or by sending it by letter mail or courier service to such Member at his registered address as appearing in the Register of Members or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address. For the purposes of this Article, a notice may be sent via electronic means if so agreed to by the shareholder in writing.

21.2 Any Notice or other document shall be deemed to be effective when it is sent in accordance with Articles 20 and 21 of these Articles. Any Notice or document may be given to a Member either in the Chinese language or the English language, subject to due compliance with all Applicable Law, rules and regulations.

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

22. Postponement of General Meeting

The Board may postpone any general meeting called in accordance with the provisions of the Articles provided that notice of postponement is given to each Member before the time for such meeting. A notice stating the date, time and place for the postponed meeting shall be given to each Member in accordance with the provisions of the Articles provided that in the event that the Members resolve to postpone the general meeting to a specified date which is not more than five days, Articles 20.1, 20.2, 20.3, 20.4, 20.5 and 21 do not apply and notice of the adjournment shall not be required.

23 Quorum and Proceedings at General Meetings

23.1 No resolutions shall be adopted unless a quorum is present. Unless otherwise provided for in the Articles, Members present in person or by proxy or in the case of a corporate Member, by corporate representative, representing more than one-half of the total issued shares of the Company entitled to vote, shall constitute a quorum for any general meeting.

23.2 The Board shall submit business reports, financial statements and proposals for distribution of profits or allocation of losses prepared by it for the purposes of annual general meetings of

the Company for ratification by the Members in a manner consistent with the Applicable Public Company Rules. After ratification by the Members at the general meeting, the Board shall distribute copies of or announce to the public the ratified financial statements and the Company's resolutions on distribution of profits or allocation of losses, to each Member or otherwise make the same available to the Members in accordance with the Applicable Public Company Rules.

233 Unless otherwise provided in the Articles, a resolution put to the vote of the meeting shall be decided on a poll.

234 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, if and to the extent permitted under the Law, nothing in the Articles shall prevent any Member from initiating proceedings in a court of competent jurisdiction for an appropriate remedy in connection with the convening of any general meeting or the passage of any resolution in violation of applicable laws or regulations or the Articles within 30 days after passing of such resolution. The Taiwan Taipei District Court, ROC, may be the court for adjudicating any disputes arising out of the foregoing.

235 Unless otherwise expressly required by the Law, the Memorandum or the Articles, any matter which has been presented for resolution, approval, confirmation or adoption by the Members at any general meeting may be passed by an Ordinary Resolution.

236 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, member(s) holding one per cent (1%) or more of the Company's total issued shares immediately prior to the relevant book close period, during which the Company closed its Register of Members, may propose to the Company in writing or by way of electronic transmission matter(s) for discussion at an annual general meeting. The Company shall give a public notice in such manner and at such time as permitted by Applicable Law specifying the place and a period of not less than ten (10) days for Members to submit proposals. The Board shall include a proposal submitted by Member(s) unless: (a) the proposing Member(s) holds less than one cent (1%) of the Company's total issued shares, (b) the matter of such proposal may not be resolved by a general meeting; (c) the proposing Member(s) has proposed more than one proposal; (d) the proposal contains more than three hundred (300) words; or (e) the proposal is submitted to the Company after the date fixed and announced by the Company for accepting Member(s)' proposal(s). 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 above.

237 The rules and procedures of general meetings shall be established by the Board and approved by an Ordinary Resolution, and such rules and procedures shall be in accordance with the Law, these Articles and the Applicable Public Company Rules.

238 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 applicable securities authority of the ROC, and the Company shall comply with the conditions, operating procedures and other matters prescribed by the Applicable Public Company Rules in respect of participation of a general meeting through the medium of video conference call. A Member participating in the way prescribed hereunder is deemed to be present in person at the general meeting.

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Chairman to Preside

24.1 In the event that the general meeting is convened by the Board, the Chairman shall act as chairman at all meetings of the Members at which such person is present. In his absence the Directors who are present at the meeting of Members shall elect one from among themselves to act as the chairman at such meeting in lieu of the Chairman.

24.2 The chairman at all meetings of the Members shall be appointed or elected in accordance with the Applicable Public Company Rules.

Voting on Resolutions

25.1 Subject to any rights, privileges or restrictions attached to any share, every Member who (being an individual) is present in person or by proxy or (in the case of a corporation or other non-natural person) by duly authorized corporate representative(s) or by proxy shall have one vote for every share of which he is the holder. A Member who holds shares for 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 shares he holds for himself. The qualifications, scope, methods of exercise, operating procedures and other matters with respect to exercising voting power separately shall comply with the Applicable Public Company Rules.

25.2 No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of shares unless he is registered as a Member on the record date for such meeting.

25.3 Votes may be cast either in person or by proxy. A Member may appoint another person as his proxy by specifying the scope of appointment in the proxy instrument prepared by the Company to attend and vote at a general meeting, provided that a Member may appoint only one proxy under one instrument to attend and vote at such meeting.

25.4 Subject to the Law, for so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, the Company shall adopt the electronic transmission as one of the methods for exercising the voting power of a Member. 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. Any Member who intends to exercise his voting power by way of a written ballot or by way of electronic transmission shall serve the Company with his voting decision at least two (2) days prior to the date of such general meeting. Where more than one voting decision are received from the same Member by the Company, the first voting decision shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous voting decision in the later-received voting decision. A Member who exercises his voting power at a general meeting by way of a written ballot or by electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to vote his shares at the general meeting only in the manner directed by his written instrument or electronic document. The chairman of the general meeting as proxy shall not have the power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the written or electronic document 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.

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25.5 In the event any Member who intended to exercise his voting power by way of a written ballot or electronic transmission and has served his voting decision on the Company pursuant to Article 25.4 hereof later intends to attend the general meetings in person, he shall, at least two (2) days prior to the date of such general meeting, serve the Company with a separate notice revoking his previous voting decision. Such separate notice shall be sent to the Company in the same manner (e.g., by courier, registered mail or electronic transmission, as applicable) as the previous voting decision under Article 25.4 was given to the Company. Votes by way of a written ballot or electronic transmission shall remain valid if the relevant Member fails to revoke his voting decision before the prescribed time.

25.6 A Member who has served the Company with his voting decision in accordance with Article 25.4 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 the 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.

26. Proxies

26.1 The instrument of proxy shall be in the form approved by the Board from time to time and be expressed to be for a particular meeting only. The form of proxy shall include at least the following information: (a) instructions on how to complete such proxy, (b) the matters to be voted upon pursuant to such proxy, and (c) basic identification information relating to the relevant Member, proxy and the solicitor (if any). The form of proxy shall be provided to the Members together with the relevant notice for the relevant general meeting, and such notice and proxy materials shall be distributed to all Members on the same day.

26.2 An instrument of proxy shall be in writing, be executed under the hand of the appointor, or, if the appointor is a corporation or other non-natural person, under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company.

26.3 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, subject to the Applicable Public Company Rules, except for an ROC trust enterprise or stock affair agents approved pursuant to Applicable Public Company Rules, save with respect to the Chairman being deemed appointed as proxy under Article 25.4, in the event a person acts as the proxy for two or more Members, the total number of issued and voting shares entitled to be voted as represented by such proxy shall be no more than three per cent (3%) of the total number of issued and voting shares of the Company immediately prior to the relevant book closed period, during which the Company close its Register of Member; any vote in respect of the portion in excess of such three per cent (3%) threshold shall not be counted.

26.4 In the event that a Member exercises his voting power by way of a written ballot or electronic transmission and has also authorised a proxy to attend a general meeting, then the voting power exercised by the proxy at the general meeting shall prevail. In the event that any Member who has authorised a proxy to attend a general meeting later intends to attend the 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 such general meeting, serve the Company with a separate notice revoking his previous appointment of the proxy. Votes by way of proxy shall remain valid if the relevant Member fails to revoke his appointment of such proxy before the prescribed time.

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26.5 The instrument of proxy shall be deposited at the Registered Office or the office of the Company's stock affairs agent in the ROC or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company not less than five (5) days before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, save with respect to the Chairman being deemed appointed as proxy under Article 25.4. Where more than one instrument to vote are received from the same Member by the Company, the first instrument received shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous proxy in the later-received instrument.

27. Proxy Solicitation

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

28. Dissenting Member's Appraisal Right

28.1 Without prejudice to the Law, in the event any of the following resolutions is passed at general meetings, any Member who has notified the Company in writing of his objection to such matter prior to the meeting and has raised again his objection at the meeting, may request the Company to purchase all of his shares at the then prevailing fair price:

(a) the Company proposes to enter into, amend, or terminate any Lease Contract, Management Contract or Joint Operation Contract;

(b) the Company transfers the whole or an essential part of its business or assets, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company; or

(c) acquires or assumes the whole business or assets of another person, which has a material effect on the operation of the Company.

28.2 Without prejudice to the Law, in the event that the Company carries out Spin-off, Merger, acquisition or share exchange (collectively, the "Merger and Acquisition"), any Member expressing his dissent in accordance with the Applicable Public Company Rules may request the Company to purchase all of his shares at the then prevailing fair price. A Member making a request pursuant to Article 28.1 and this Article shall make such request in writing within twenty (20) days after the date of the general meeting adopting resolutions in respect thereto, 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.

28.3 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 Article 28.2. In the event the Company and such Member fail to reach an agreement on the repurchase price within sixty (60) days following the date of the resolution, the Company shall, within thirty

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(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.

28.4 Notwithstanding Article 28.2 and Article 28.3 hereof, nothing aforementioned shall restrict or prohibit a Member from exercising his right under section 238 of the Law to payment of the fair value of his shares upon dissenting from a Merger.

29. Shares that May Not be Voted

29.1 Shares held:

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

shall not carry any voting rights nor be counted in the total number of issued shares at any given time but only for so long as the circumstances as set out in sub-paragraphs (a) to (c) (as applicable) above continue.

29.2

A Member who has a personal interest in any motion discussed at a general meeting, which interest may be in conflict with and impair those of the Company, shall abstain from voting such Member's shares in regard to such motion and such shares shall not be counted in determining the number of votes of the Members present at the said meeting. However, such shares may be counted in determining the number of shares of the Members present at such general meeting for the purposes of determining the quorum. The aforementioned Member shall also not vote on behalf of any other Member.

29.3

For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, if the number of shares pledged by a Director at any time amounts to more than 50% of the total shares held by such Director at the time of his latest appointment, such pledged shares exceeding 50% of the total shares held by such Director at the time of his latest appointment, up to 50% of the total number of shares held by the Director at the time of his latest appointment, shall not carry any voting rights and such above-threshold shares shall not be counted in determining the number of votes of the Members present at a general meeting but shall be counted towards the quorum of the general meeting.

30. Voting by Joint Holders of Shares

In the case of joint holders, the joint holders should appoint among themselves one person to exercise the rights of a shareholder pursuant to the Applicable Public Company Rules. In case no agreement is reached among the joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of

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Members.

31. Representation of Corporate Member

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

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

32. Adjournment of General Meeting

The chairman of a general meeting may, with the consent of a majority in number of the Members present at any general meeting at which a quorum is present, and shall if so directed, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned and the meeting is adjourned for more than five (5) days, a notice stating the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with the provisions of the Articles.

33. Directors Attendance at General Meetings

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

DIRECTORS AND OFFICERS

34. Number and Term of Office of Directors

34.1 There shall be a Board consisting of no less than five (5) and no more than nine (9) persons. The term of office for each Director shall not exceed a period of three (3) years provided that in the event the expiration of the term of office of such Directors would otherwise leave the Company with no Directors, the term of office of such Directors shall be extended automatically to the date of the general meeting next following the expiration of such term, at which new Directors will be elected to assume office. Directors may be eligible for re-election. The Company may from time to time by Special Resolution increase or reduce the number of Directors, subject to the foregoing and the Applicable Law.

34.2 Unless otherwise approved by the competent authority, the number of Directors having a spousal relationship or familial relationship within the second degree of kinship with any other Directors shall be less than half of the total number of Directors.

34.3 In the event that the Company convenes a general meeting for the election of Directors and any of the Directors elected does not meet the requirements provided in Article 34.2 hereof, the non-qualifying Director(s) who was elected with the fewest number of votes shall be deemed not to have been elected, to the extent necessary to meet the requirements provided

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for in Article 34.2 hereof. Any person who has already served as a Director but is in violation of the aforementioned requirements shall be automatically discharged from his office effective from such violation without any action required on behalf of the Company.

34.4 Unless otherwise permitted under the Applicable Public Company Rules, there shall be at least three (3) Independent Directors accounting for not less than one-fifth of the total number of Directors 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. To the extent required by the Applicable Public Company Rules, at least two of the Independent Directors shall be domiciled in the ROC and at least one of them shall have accounting or financial expertise.

34.5 The Directors (including Independent Directors) shall be nominated by adopting the candidate nomination system specified in the Applicable Public Company Rules, pursuant to which 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.

34.6 Independent Directors shall have professional knowledge and shall maintain independence within the scope of their directorial duties, and shall not have any direct or indirect interests in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions, and assessment of independence with respect to Independent Directors shall be consistent with the Applicable Public Company Rules.

35. Election of Directors

35.1 The Company may at a general meeting elect any person to be a Director, which vote shall be calculated in accordance with Article 35.2 below. Members present in person or by proxy, representing more than one-half of the total issued shares shall constitute a quorum for any general meeting to elect one or more Directors.

35.2 The election of Independent Directors and non-independent Directors shall be held together and the Director(s) shall be elected by Members upon a poll vote by way of cumulative voting (the manner of voting described in this Article to be referred to as "Cumulative Voting") in the following manner:

(a) on an election of Directors, the numbers of votes attached to each voting share held by a Member shall be cumulative and correspond to the number of Directors nominated for appointment at the general meeting;

(b) the Member(s) may vote all or part of their cumulated votes in respect of one or more Director candidates;

(c) such number of Director candidates receiving the highest number of votes in the same category (namely, independent or non-independent) of Directors to be elected shall be appointed; and

(d) where two or more Director candidates in the same category receive the same number of votes and as a result the total number of new Directors in such category intended to

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be appointed is exceeded, there shall be a draw by such Director candidates receiving the same number of votes to determine who shall be appointed; the chairman of the meeting shall draw for a Director nominated for appointment who is not present at the general meeting.

35.3 If the number of Independent Directors is less than three (3) persons due to the resignation or removal of such Independent Directors for any reason, the Company shall hold an election of Independent Directors at the next following general meeting. If all of the Independent Directors are resigned or removed, the Board shall hold, within sixty (60) days from the date of resignation or removal of last Independent Director, a general meeting to elect succeeding Independent Directors to fill the vacancies.

35.4 If the number of Directors is less than five (5) persons due to the vacancy of Director(s) for any reason, the Company shall call an election of Director(s) at the next following general meeting to fill the vacancies. When the number of vacancies in the Board of the Company equals to one third of the total number of Directors elected, the Board shall hold, within sixty (60) days from the date of the occurrence of vacancies, a general meeting to elect succeeding Directors to fill the vacancies.

35.5 Where a legal entity is a Member, its authorized representative may be elected as Director of the Company (the "Appointed Representative") in accordance with the Articles, subject to the maximum number of directors set out under Article 34.1. If there are more than one authorized representatives, each of them may be nominated for election at a general meeting.

35.6 Where the Appointed Representative has been elected as a Director of the Company, the corporation (or other legal entity) which is a Member which has appointed the Appointed Representative to be elected as a Director, may at any time, serve notice on the Company giving notice to replace the Appointed Representative with another person. Such replacement of the Appointed Representative as a Director (the "Replacement") shall take effect from the date specified in the notice or in the absence of such date, from the date on which the notice was served on the Company, and will not require any shareholders' approval. Accordingly, Articles 35.1, 35.2 and 35.5 do not apply in respect of the Replacement.

Removal of Directors

36.1 The Company may from time to time by Supermajority Resolution remove any Director from office. Without prejudice to other provisions of these Articles, where all Directors are re-elected at a general meeting in accordance with Article 35.2 prior to the expiration of the term of office of existing 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 or any other date as otherwise resolved by the Members at the general meeting 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. Members present in person or by proxy, representing more than one-half of the total issued shares shall constitute a quorum for any general meeting to re-elect all Directors. If the term of office of all Directors expires at the same time and no general meeting was held before such expiry for re-election, their term of office shall continue and be extended to such time when new Directors are elected or re-elected in the next general meeting and they commence their office.

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36.2 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, in case a Director has, in the course of performing his duties, committed any act resulting in material damages to the Company or is in serious violation of applicable laws, regulations and/or the Articles, but has not been removed by a Supermajority Resolution, the Member(s) holding three per cent (3%) or more of the total number of issued shares of the Company may, within thirty (30) days after such general meeting, to the extent permissible under Applicable Law, institute a lawsuit to remove such Director. The Taiwan Taipei District Court, ROC, may be the court of the first instance for this matter.

37. Vacation of Office of Director

37.1 The office of Director shall be vacated:

(a) if the Director is removed from office pursuant to the Articles;
(b) if the Director dies;
(c) if the Director is automatically discharged from his office in accordance with Article 34.3;
(d) if the Director resigns his office by notice in writing to the Company;
(e) if the Director is the subject of a court order for his removal in accordance with Article 36.2; or
(f) with immediate effect without any action required on behalf of the Company if

(i) the Director has been adjudicated bankrupt or is adjudicated of commencement of liquidation proceeding by a court, and has not been reinstated to his rights and privileges;
(ii) an order is made by any competent court or official on the grounds that the Director has no legal capacity, or his legal capacity is restricted according to Applicable Law;
(iii) the Director has committed a crime under the Statute for Prevention of Organizational Crimes of the ROC and subsequently has been adjudicated guilty by a final judgment, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than five years;
(iv) the Director has committed an offence in terms of fraud, breach of trust or misappropriation and subsequently has been punished with imprisonment for a term of more than one year, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two years;
(v) the Director has been imposed a final sentence due to violation of the Anti-corruption Act, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two years;
(vi) the Director has been dishonored for use of cheques and other negotiable instruments, and the term of such sanction has not expired yet; or

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(vii) 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.

In the event that any of the foregoing events specified in Article 37(f) has occurred in relation to a candidate for election of Director, such person shall be disqualified from being elected as a Director.

37.2 In case a Director (other than Independent Director) has, during the term of office as a Director, transferred more than one half of the Company's shares being held by him at the time he is elected, he shall, ipso facto, be removed automatically from the position of Director with immediate effect and no shareholders' approval shall be required.

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

38. Compensation of Directors

38.1 The Board shall, in accordance with the Applicable Public Company Rules, establish a Compensation Committee comprised of at least three members, a majority of whom shall be Independent Directors. The professional qualifications of the members of the Compensation Committee, the responsibilities, powers and other related matters of the Compensation Committee shall comply with the Applicable Public Company Rules. Upon the establishment of the Compensation Committee, the Board shall, by a resolution, adopt a charter for the Compensation Committee the provisions of which shall be consistent with the Applicable Public Company Rules.

38.2 The compensation referred in the preceding Article shall include the compensation, stock option and other incentive payments of Directors and managers of the Company.

38.3 The compensation of the Directors may be decided by the Board by reference to recommendation made by the Compensation Committee (if established), the standard generally adopted by other enterprises in the same industry and shall be paid in cash only. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from the meetings of the Board, any committee appointed by the Board, general meetings of the Company, or in connection with the business of the Company or their duties as Directors generally. A Director is also entitled to distribution of profits of the Company if permitted by the Law, the Applicable Public Company Rules, the service agreement or other similar contract that he/she has entered into with the Company.

39. Defect in Election of Director

Subject to Article 23.4 and the Applicable Law, all acts done in good faith by the Board or by a committee of the Board or by any person acting as a Director shall, notwithstanding that it be

afterwards discovered that there was some defect in the election of any Director, or that they or any of them were disqualified, be as valid as if every such person had been duly elected and was qualified to be a Director.

40. Directors to Manage Business

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

41. Powers of the Board of Directors

Without limiting the generality of Article 40 and subject to the Applicable Law, the Board may:

(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their compensation and determine their duties;

(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;

(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;

(d) appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;

(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised, execute any deed or instrument in any manner permitted by the Law;

(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;

(g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them. Subject to any directions or regulations made by the Directors for this purpose, the meetings and proceedings of any such committee shall be governed by the provisions of the Articles regulating the meetings and proceedings of the Board;

(h) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board sees fit;

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

42. Register of Directors and Officers

42.1 The Board shall cause to be kept in one or more books at the Registered Office a Register of Directors and Officers in accordance with the Law and shall enter therein the following particulars with respect to each Director and Officer:

(a) first name and surname; and
(b) address.

42.2 The Board shall, within the period of thirty days from the occurrence of:

(a) any change among its Directors and Officers; or
(b) any change in the particulars contained in the Register of Directors and Officers,

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

43. Officers

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

44. Appointment of Officers

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

45. Duties of Officers

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

46. Compensation of Officers

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

47. Conflicts of Interest

47.1 Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or such Director's firm, partner or company shall be entitled to compensation as if such Director were not a Director; provided that this Article 47.1 shall not apply to Independent Directors.

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47.2 Notwithstanding anything to the contrary contained in this Article 47, a Director who is directly or indirectly interested in any matter under discussion at a meeting of the Directors or a contract or proposed contract or arrangement with the Company shall declare the nature and the essential contents of such interest at the relevant meeting of the Directors as required by the Applicable Law. When the Company conducts any Spin-off, 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 at the Board meeting and the general meeting. 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 applicable securities authority of the ROC 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.

47.3 Notwithstanding anything to the contrary contained in this Article 47, a Director who has a personal interest in the matter under discussion at a meeting of the Directors, which may conflict with and impair the interest of the Company, shall not vote nor exercise voting rights on behalf of another Director; the voting right of such Director who cannot vote or exercise any voting right as prescribed above shall not be counted in the number of votes of Directors present at the board meeting.

47.4 Notwithstanding anything to the contrary contained in this Article 47, a Director who is engaged in anything on his own account or on behalf of another person, which is within the scope of the Company's business, shall explain to the Members in a general meeting the essential contents of such conduct and seek their approval by Supermajority Resolution.

47.5 Notwithstanding anything to the contrary contained in this Article 47, a Director who has a personal interest in the matter under discussion at a meeting of the Directors shall declare the nature of and the essential contents of his interest at the relevant meeting of the Directors.

Indemnification and Exculpation of Directors and Officers

48.1 The Directors and Officers of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and every former director, officer or trustee and their respective heirs, executors, administrators, and personal representatives (each of which persons being referred to in this Article as an "indemnified party") shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud, dishonesty or breach of duties provided under Article 48.4 which may attach to any

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of the said persons.

48.2 The Company may purchase and maintain insurance for the benefit of any Director or Officer of the Company against any liability incurred by him in his capacity as a Director or Officer of the Company or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any Subsidiary thereof.

48.3 To the extent permitted under the laws of the Cayman Islands, Members continuously holding one per cent (1%) or more of the total issued shares of the Company for six (6) months or longer may:

(a) request in writing the Board to authorise any Independent Director of the Audit Committee to file a petition with the Taipei District Court, ROC for and on behalf of the Company against any of the Directors; or
(b) request in writing any Independent Director of the Audit Committee to file a petition with the Taipei District Court, ROC for and on behalf of the Company against any of the Directors; or

the Member(s) may, to the extent permitted under the laws of the Cayman Islands, file a petition with the Taipei District Court, ROC for and on behalf of the Company against the relevant Directors within thirty (30) days after such Member(s) having made the request under the preceding Clause (a) or (b) if (i) in the case of Clause (a), the Board fails to make such authorisation or the Independent Director of the Audit Committee having been authorised by the Board fails to file such petition, or (ii) in the case of Clause (b), the Independent Director of the Audit Committee fails to file such petition.

48.4 Without prejudice to the duties owed by a Director to the Company under the law of the Cayman Islands, a Director shall assume fiduciary duty to the Company and without limitation, shall exercise due care of a good administrator, exercise due care and skill and act in the best interest of the Company when conducting the business operation of the Company, including matters in connection with Spin-off, Merger, or acquisition of the Company. A Director shall be liable to the Company if he has acted contrary to the above. In case such action is made for himself or on behalf of another person in violation of the provisions above, the Company may, with the sanction of an Ordinary Resolution, demand the Director to pay to the Company any profit so realized by the Director as a consequence of his breaching the duties described in the preceding sentences and as if such misconduct is done for the benefit of the Company. If a Director and/or an Officer of the Company has, in the course of conducting the business operations, violated any provision of the applicable laws and/or regulations and thus caused damage to any other person, he shall be liable, jointly and severally with the Company, for the damage to such other person.

48.5 If the Board fails to comply with the Applicable Public Company Rules, these Articles and any resolutions passed in a general meeting in dealing with matters in connection with Spin-off, 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.

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MEETINGS OF THE BOARD OF DIRECTORS

49. Board Meetings

49.1 Subject to the Applicable Public Company Rules, Board meetings shall be convened by the Chairman, and the Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.

49.2 The Company shall hold regular meetings of the Board at least on a quarterly basis and such meetings shall be held in compliance with the Applicable Public Company Rules.

49.3 A resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

50. Notice of Board Meetings

50.1 The Chairman may, and the Secretary on the requisition of the Chairman shall, at any time summon a meeting of the Board.

50.2 To convene a meeting of the Board, a notice setting forth therein the matters to be considered and if appropriate, approved at the meeting shall be given to each Director no later than seven (7) days prior to the scheduled meeting date. However, in the case of emergency as agreed by a majority of the Directors, the meeting may be convened with a shorter notice period in a manner consistent with the Applicable Public Company Rules. For the purposes of this Article, a notice may be sent via electronic means if so agreed to by the Directors.

51. Participation in Meetings by Video Conference

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

52. Quorum at Board Meetings

The quorum for a meeting of the Board shall be more than one-half of the total number of the Directors.

53. Board to Continue in the Event of Vacancy

The Board may act notwithstanding any vacancy in its number.

54. Chairman to Preside

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

55. Validity of Prior Acts of the Board

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

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CORPORATE RECORDS

56. Minutes

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

(a) of all elections and appointments of Officers;

(b) of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and

(c) of all resolutions and proceedings of general meetings of the Members, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.

57. Register of Mortgages and Charges

57.1 The Directors shall cause to be kept the Register of Mortgages and Charges required by the Law.

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

58. Form and Use of Seal

58.1 The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf; and, until otherwise determined by the Directors, the Seal shall be affixed in the presence of a Director or the Secretary or an assistant secretary or some other person authorised for this purpose by the Directors or the committee of Directors.

58.2 Notwithstanding the foregoing, the Seal may without further authority be affixed by way of authentication to any document required to be filed with the Registrar of Companies in the Cayman Islands, and may be so affixed by any Director, Secretary or assistant secretary of the Company or any other person or institution having authority to file the document as aforesaid.

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

TENDER OFFER AND ACCOUNTS

59. Tender Offer

(a) For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, 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: the types, number and amount of the shares held by the Directors and any Member holding more than ten per cent (10%) of the total issued and outstanding shares.

(b) 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.

(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, numbers and amount of the shares of the tender offeror or its affiliates held by the Directors and the Members holding more than ten per cent (10%) of the total issued and outstanding shares.
(e) other relevant significant information.

60. Books of Account

60.1 The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;
(b) all sales and purchases of goods by the Company; and
(c) all assets and liabilities of the Company.

Such books of account shall be kept for at least five (5) years from the date they are prepared.

60.2 Such records of account shall be kept and proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept, at such place as the Board thinks fit, such books as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.
60.3 If the Company keeps its records of account at any place outside the Cayman Islands in accordance with the preceding article, it shall, upon service of an order or notice pursuant to the Tax Information Authority Law and any amendment or other statutory modification thereof, make available, in electronic form or any other medium at its Registered Office copies of its records of account, or any part or parts thereof, as are specified in such order or notice.
60.4 The instruments of proxy, documents, forms/statements and information in electronic media prepared in accordance with the Articles and relevant rules and regulations shall be kept for at least one (1) year. However, if a Member institutes a lawsuit with respect to such instruments of proxy, documents, forms/statements and/or information mentioned herein, they shall be kept until the conclusion of the litigation if longer than one (1) year.

61. Financial Year End

Unless the Directors otherwise specify, the financial year of the Company:

(a) shall end on 31st December in the year of its incorporation and each following year; and
(b) shall begin when it was incorporated and on 1st January each following year.

AUDIT COMMITTEE

62. Number of Committee Members

The Board shall set up an Audit Committee. The Audit Committee shall comprise solely of Independent Directors and all Independent Directors shall be members of the Audit Committee. The number of committee members shall not be less than three (3). One of the Audit Committee

members shall be appointed as the convener to convene meetings of the Audit Committee and at least one of the Audit Committee members shall have accounting or financial expertise. A valid resolution of the Audit Committee requires approval of one-half or more of all its members.

63. Powers of Audit Committee

63.1 The Audit Committee (if established) shall have the responsibilities and powers as specified under the Applicable Public Company Rules. Any of the following matters of the Company shall require the consent of one-half or more of all Audit Committee members and be submitted to the Board for resolution:

(a) adoption of or amendment to an internal control system;

(b) assessment of the effectiveness of the internal control system;

(c) adoption of or amendment to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others;

(d) any matter relating to the personal interest of the Directors;

(e) a material asset or derivatives transaction;

(f) a material monetary loan, endorsement, or provision of guarantee;

(g) the offering, issuance, or Private Placement of any equity-related securities;

(h) the hiring or dismissal of an attesting certified public accountant, or the compensation given thereto;

(i) the appointment or discharge of a financial, accounting, or internal auditing officer;

(j) approval of annual and semi-annual financial reports; and

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

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

63.2 Subject to the Applicable Law and to the extent permitted under the laws of the Cayman Islands, the Independent Directors of the Audit Committee shall supervise the execution of business operations of the Company and may at any time or from time to time investigate the business and financial conditions of the Company, examine the accounting books and documents, and request the Board or officers to report on matters referred to above. Subject to the Applicable Law and to the extent permitted under the laws of the Cayman Islands, the Audit Committee or any Independent Director thereof may appoint on behalf of the Company, a practicing lawyer and independent auditors to conduct the examination.

63.3 The Audit Committee shall audit the various financial statements and records prepared by the Board for submission to the general meeting, and shall report their findings and opinions at

such meeting.

63.4 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, prior to any resolution of the Merger and Acquisition by the Board:

(a) The Audit Committee 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. However, the Audit Committee 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.

(b) When reviewing the abovementioned matters, the Audit Committee shall seek opinions from an independent expert on the reasonableness of the share exchange ratio or the distribution of cash or other assets.

(c) The Company shall send the review results of the Audit Committee and opinions of independent experts to all Members together with the notice of the 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.

(d) If the Company posted the aforesaid review results and opinions of independent experts on a website designated by the applicable securities authority of the ROC and arranged for the same documents to be made available at the venue of the general meeting for inspection by Members, those documents shall be deemed as having been sent to all Members.

VOLUNTARY DISSOLUTION AND WINDING-UP

64. Voluntary Dissolution and Winding-Up

64.1 The Company may be voluntarily wound-up in accordance with Article 12.4.

64.2 If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members subject to the Applicable Law. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

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CHANGES TO CONSTITUTION

65. Changes to Articles

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

LITIGIOUS AND NON-LITIGIOUS AGENT

66. Appointment of Litigious and Non-Litigious Agent

For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, the Company shall appoint a Litigious and Non-Litigious Agent pursuant to the Applicable Law to act as the Company's responsible person in the ROC under the Securities and Exchange Law of the ROC to handle matters stipulated in the Securities and Exchange Law of the ROC and the relevant rules and regulations thereto. The Litigious and Non-Litigious Agent shall be an individual who has a residence or domicile in the ROC.

OTHERS

67. ROC Securities Laws and Regulations

The qualifications, composition, appointment, removal, exercise of functions and other matters with respect to the Directors, Independent Directors, Compensation Committee and Audit Committee which are required to be followed by the Company shall comply with the applicable ROC securities laws and regulations.

Attachment II

Yusin Holding Corp.

Rules and Procedures of Shareholders’ Meeting

Article 1

To set up a good system of shareholders’ meeting and strengthen the supervised function of management, the Company enacted the Rules and Procedures of Shareholders Meeting to be followed.

Article 2

The shareholders’ meeting shall be proceeded with in accordance with these Rules, unless the law and regulations or the Company’s Articles Association provides otherwise.

Article 3

Shareholders’ meetings of the Company shall be convened by the Board of Directors unless other otherwise specified by law.

Changes to the method of convening the shareholders’ meeting shall be subject to a resolution by the Board of Directors and shall be made no later than before the notice of the shareholders’ meeting is sent.

The Company shall prepare electronic versions of the Shareholders’ Meeting Notice, proxy forms, the reasons and explanatory materials relating to all proposals such as proposals for ratification, matters for deliberation, and the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) 30 days before the general shareholders’ meeting or 15 days before the ad hoc shareholders’ meeting. Meanwhile, twenty-one days before the Company convenes a general shareholders’ meeting or 15 days before an extraordinary shareholders’ meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplementary materials and upload them to the MOPS. However, the Company, with the paid-in capital amounting to NT$10 billion or more at the end of the most recent fiscal year or the total shareholding ratio of foreign capital and capital from China reaching 30% or more as per the shareholder register for the general shareholders’ meeting held in the most recent fiscal year, shall upload such an electronic file 30 days before the general shareholders’ meeting. The shareholders’ meeting agenda and supplementary information shall be made available for shareholders to review at any time 15 days before the shareholders’ meeting. The agenda and supplementary materials shall be displayed at the Company, and its professional shareholder service agency.

The Company shall provide said handbook and supplementary materials mentioned in the preceding paragraph to the shareholders on the day of the shareholders’ meeting in the following methods:

When a physical shareholders’ meeting is convened, such materials shall be distributed on-site at the shareholders’ meeting.
When a physical shareholders’ meeting is convened, along with a video conference held at the same time, such materials shall be distributed on-site at the shareholders’ meeting, and an electronic file of such materials shall be uploaded to the video conference platform.
When a shareholders’ meeting is convened by video conference, an electronic file of such materials shall be uploaded to the video conference platform.

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Article 4

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

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

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

If, after a proxy form is delivered to this Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

The venue for a shareholders’ meeting shall be where the Company is located, or a place that is convenient to shareholders and suitable for the shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. When choosing the location and time of the meeting, the opinions of independent directors shall be fully considered.

When the Company convenes a shareholders’ meeting by video conference, it is not subject to the restriction on the venue of the meeting under the preceding paragraph.

Article 6

The Company shall state, in the meeting notice, the sign-in time and place for shareholders, solicitors, and proxies (hereinafter referred to as “shareholders”), and other matters that shall be noted.

The sign-in time for shareholders, as stated in the preceding paragraph, shall be at least 30 minutes before the meeting commences. The sign-in place shall be clearly marked and staffed by a sufficient number of suitable personnel. When the shareholders’ meeting is convened by video, the sign-in process shall begin on the video conference platform 30 minutes before the meeting commences. Shareholders who have completed the sign-in shall be deemed to have attended the shareholders’ meeting in person. Shareholders shall attend the shareholders’ meetings with their 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 attendance presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. When the shareholders’ meeting is convened by video conference, shareholders who wish to attend by video conference should register with the Company two days prior to the shareholders’ meeting.

If the shareholders’ meeting is convened by video conference, the Company shall upload the meeting agenda handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes prior to the start of the meeting and continue to disclose them till the end of the meeting.

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Article 6-1

When the Company convenes the shareholders' meeting by video conference, the information below shall be stated in the meeting notice:

Shareholders’ methods of participating in the video conference and exercising their rights.
The response to the obstacles to the video conference platform or to the participation in the video conference due to natural disasters, incidents, or other force majeure events shall include at least the following:

(1) The time and the date of the next meeting when the meeting needs to be postponed or resumed as such obstacles cannot be resolved.

(2) Shareholders who did not register to participate in the original shareholders’ meeting by video conference shall not participate in the meeting to be postponed or resumed.

(3) When a physical shareholders’ meeting is convened, along with a video conference held at the same time, if the video conference cannot continue, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders’ meeting reaches the number as required by law, the shareholders’ meeting shall continue. For shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance, and they shall be deemed to abstain for all motions resolved at the shareholders’ meeting.

(4) The handling method in the event that the resolution results of all motions have been announced, while extempore motions have not been resolved.

When a shareholders’ meeting is to be convened by video conference, appropriate alternatives to shareholders who have difficulty participating in the meeting by video means shall be specified.

Article 7

If a shareholders’ meeting is called by the board of directors, the board chairman shall preside at the said shareholders meeting. In case the chairman is on leave of absence, or cannot exercise his powers and authority, the vice chairman shall act in lieu of him. If there is no vice chairman, or the vice chairman is also on leave of absence, or cannot exercise his powers and authority, the chairman shall designate a managing director to act in lieu of him; if there is no managing director, the chairman shall designate a director to act in lieu of him.

If the chairman does not designate a director, the managing directors or directors shall elect one from among themselves to act in lieu of the chairman.

If the other directors acts for the board chairman as the shareholders’ meeting chairman, he/she shall be a director or the representative of an institutional director who is holding a post at least 6 months and familiar with the financial and business of the company.

If a shareholders’ meeting is called by any other person than the board of directors, who has the right to call the meeting, said person shall preside at that meeting. However, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

The Company may designate its lawyer, certified public accountant or other relevant persons to attend the shareholders’ meeting.

Article 8

The Company shall record, consecutively by audio and video, the whole process from the registration of the Shareholders, proceeding of the meeting to the procedure of the voting and vote-counting. The audio and video materials recorded as mentioned in the preceding paragraph shall be kept at least one year. However, if a Shareholder files a lawsuit pursuant to the Applicable Listing Rules, the aforementioned materials shall be retained until the end of the litigation.

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If a shareholders' meeting is convened by video conference, the Company shall keep records of shareholders' registration, sign-in, questions raised, and voting and the Company's vote counting results and retain the records, while making an uninterrupted audio and video recording of the entire video conference.

The above-mentioned materials and audio and video recordings shall be properly kept by the Company during the period of its existence, and the audio and video recordings shall be provided to those who are entrusted to handle the video conference affairs for storage.

If a shareholders' meeting is convened by video conference, the Company is advised to make an audio and video recording of the back-end interface of the video conference platform.

Article 9

Attendance at shareholders' meetings shall be subject to the numbers of shares. The number of shares in attendance shall be counted according to the shares indicated in the sign-in book or the sign-in cards handed in and the sign-in record on the video conference platform plus the number of shares whose voting rights are exercised in writing or by electronic means.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of non-voting shares and number of shares in attendance.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If attending shareholders still represent less than one third of the total number of issued shares after two postponements, the chair shall declare the meeting adjourned. If a shareholders' meeting is convened by video conference, the Company shall also declare the meeting adjourned on the video conference platform.

If there are not enough shareholders representing at least one third of issued shares attending the meeting after two postponements, tentative resolutions may be passed in accordance with Article 175, paragraph 1 of the Company Act. Shareholders shall be notified of the tentative resolutions, and another shareholders' meeting will be convened within one month. If a shareholders' meeting is convened by video conference, shareholders who wish to attend by video conference shall re-register with the Company in accordance with Article 6.

Article 10

The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.

The preceding paragraph applies to circumstances where the general meeting is convened by any person, other than the Board of Directors, entitled to convene such general meeting.

The chairman cannot announce adjournment of the general meeting before all items listed in the agenda are resolved; after a meeting is adjourned, Shareholders shall not elect a chairman and resume the meeting at the same or another venue. In case that the chairman adjourns the general meeting in violation of the Rules, other members of the Board of Directors shall promptly assist the attending Shareholders to elect, by a majority of votes represented by attending Shareholders present in the general meeting, another person to serve as chairman to continue the general meeting in accordance with due procedures. The chairman shall provide sufficient time for the explanation and discussion of all items listed in the agenda and amendments submitted by Shareholders. The chairman may announce an end of discussion and submit an item for a vote if the chairman deems that the agenda item is ready for voting and the discussion and amendments proposed complied with the Applicable Listing Rules and the Articles.

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Article 11

When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman. If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail. A shareholder shall not speak more than two times for one motion, unless he has obtained the prior consent from the chairman, and each speech shall not exceed 5 minutes. If a shareholder violates the above provisions or his speech exceeds the scope of the motion, the chairman may prevent him from doing so. Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders, otherwise the chairman shall stop such interruption.

If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item. After a shareholder has given a speech, the chairman may personally or designate relevant person to respond.

If a shareholders' meeting is convened by video conference, shareholders who participate by video conference may ask questions in text on the video conference platform after the chair calls the meeting to order and before the chair declares the meeting adjourned. The number of questions raised by each shareholder for each motion shall not exceed two, each question shall be limited to 200 words, and the provisions of paragraphs 1 to 5 shall not apply.

If such questions in the preceding paragraph are not in violation of the regulations or not outside the scope of the motions, it is advisable to disclose such questions on the video conference platform.

Article 12

Voting at a general meeting shall be based on the number of Shares. The Shares held by any Shareholders with no voting rights shall not be included in the total number of issued Shares while voting on resolutions in the general meeting.

In passing a resolution at a shareholders' meeting, shares for which voting right cannot be exercised as provided in the preceding Paragraph shall not be counted in the number of votes of shareholders present at the meeting. Unless the law and regulations or the Company's Articles of Association provides otherwise, a shareholder shall have one voting power in respect of each share in his/her/its possession. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed $3\%$ of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.

Article 13

The voting power at a shareholders' meeting may be exercised in writing or by way of electronic transmission, provided, however, that the method for exercising the voting power shall be described in the shareholders' meeting notice to be given to the shareholders if the voting power will be exercised in writing or by way of electronic transmission. A shareholder who exercises his/her/its voting power at a shareholders' meeting in writing or by way of electronic transmission as set forth in the preceding Paragraph shall be deemed to have attended the said shareholders' meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders' meeting.

In case a shareholder elects to exercise his/her/its voting power in writing or by way of electronic transmission, his/her/its declaration of intention shall be served to the company no later than the 5 day prior to the scheduled meeting date of the shareholders' meeting, whereas if two or more declarations of the same intention are served to the company, the first

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declaration of such intention received shall prevail; unless an explicit statement revoke the previous declaration is made in the declaration which comes later.

In case a shareholder who has exercised his/her/its voting power in writing or by way of electronic transmission intends to attend the shareholders' meeting in person, he/she/it shall, at least two day prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind his/her/its previous declaration of intention made in exercising the voting power under the preceding Paragraph II. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting in his/her/its behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail.

Resolutions at a shareholders' meeting shall, unless the Company's Articles of Association or in this Act provided otherwise, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. The total number of voting shares of each proposal shall be announced in the meeting.

Where there is a proposal for election of directors in a general meeting shall be conducted in accordance with the Rules for election of Directors, and the results of the election should be announced by the Chairman at the meeting. The voting tickets shall be sealed up and signed by the person(s) checking the ballots, and retained for at least one year. If litigation occurs regarding any matter resolved by the Shareholders before the above retention period expires, the relevant voting tickets shall continue to be retained until the litigation is concluded.

The persons for supervising the casting of votes and the counting thereof for resolutions shall be designated by the chairman, provided, however, that the person supervising the casting of votes shall be a shareholder.

Vote counting for proposed or elected matter shall be conducted in public at the place of the meeting. The results of resolution(s) including its poll shall be announced on-site immediately at the meeting and recorded in the meeting minutes.

When a shareholders' meeting is convened by video conference, shareholders participating by video conference shall vote on various motions and election(s) on the video conference platform after the chair calls the meeting to order. They shall complete the voting before the chair declares the voting closed, otherwise they shall be deemed to have waived their voting rights.

When a shareholders' meeting is convened by video conference, after the chair declares the voting closed, the votes shall be counted at one go, and the voting and election results shall be announced.

If a shareholders' meeting is convened, along with a video conference held at the same time, shareholders who have registered to attend the shareholders' meeting by video conference in accordance with Article 6, intend to attend the physical shareholders' meeting in person, shall rescind the registration in the same manner as the registration two days before the shareholders' meeting, otherwise they can only attend the shareholders' meeting by video conference.

Those who exercise their voting rights in writing or by electronic means without retracting their declaration of intention and participate in the shareholders' meeting by video conference shall not exercise their voting rights on the same motions, propose revision of the same motions, or exercise their voting rights for revised motions, except for extempore motions.

Article 14

Where there is a proposal for election or discharge of directors in a general meeting shall be conducted in accordance with the Company's Articles of Association and the Rules for election of Directors, and the results of the election including the names list and its poll should be announced on-site at the meeting.

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The voting tickets shall be sealed up and signed by the person(s) checking the ballots, and retained for at least one year. If litigation occurs regarding any matter resolved by the Shareholders before the above retention period expires, the relevant voting tickets shall continue to be retained until the litigation is concluded.

Article 15

The resolutions of general meeting shall be recorded in the meeting minutes. Meeting minutes shall be signed or chopped by the chairman of the meeting and distributed to all Shareholders within 20 days after the meeting, and shall be published on the Information Reporting Website designated by the competent authority pursuant to the Applicable Listing Rules.

With regard to the company offering its shares to the public, the distribution of the minutes of shareholders' meeting may be effected by means of a public notice.

The meeting minutes shall accurately record: the place, year, and time of the meeting; the name of the chairman; the voting method, discussion process and the result of all of the meeting. The meeting minutes shall be carefully kept as the Company's important file throughout the life of the Company. The recording and distribution of meeting minutes may be performed by means of electronic transmission.

When a shareholders' meeting is convened by video conference, the minutes of the shareholders' meeting shall contain the start and end time of the shareholders' meeting, the method of convening the meeting, the names of the chair and the meeting taker, as well as the response method and the response situation when any natural disasters, accidents, or other force majeure events have obstructed the video conference platform or the participation in the video conference in addition to the matters that shall be recorded in accordance with the preceding paragraph.

When a shareholders' meeting is convened by video conference, the Company shall proceed as per the preceding paragraph and shall specify the alternative measures provided to shareholders who have difficulty participating in the video conference in the minutes of the shareholders' meeting.

Article 16

The voting or the vote-counting procedure for the proposal of election shall be carried out publicly in the place the general meeting is held. The resolution, including the weight of the poll, shall be announced immediately after the vote-counting procedure is completed, and shall be recorded; and the number of shares in attendance in writing or by electronic means clearly on-site at the shareholders' meeting. When a shareholders' meeting is convened by video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes before the start of the meeting and continue to disclose it till the end of the meeting.

When a shareholders' meeting is convened by video conference, when the chair calls the meeting to order, the total number of shares in attendance shall be disclosed on the video conference platform. The same shall apply if the total number of shares and voting rights in attendance are counted during the meeting.

If the matters put to a resolution at a general meeting constitute material information under the Applicable Listing Rules, the Company shall upload the content of such resolution to the Market Observation Post System within the prescribed time period.

Article 17

Those handling the business of a shareholders meeting shall wear an identification card or a badge. The chairman may direct disciplinary personnel (or security personnel) to maintain the order

of the meeting. For doing so they shall wear a badge bearing the words of "disciplinary personnel". For those shareholders who use microphones other than the ones supplied at the promises may be refrained from speaking by the order of the chairman.

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Shareholders who violate the rules of the orders and refuse to obey the instructions given by the chairman, the chairman may order disciplinary officers or security guards to remove them from the premises.

Article 18

During the Meeting, the chairman may, at his discretion, set time for intermission. In case of incident of force majeure, the Chairman may decide to temporarily suspend the Meeting and announce, depending on the situation.

If the meeting premises can no longer be used for the shareholders meeting before the conclusion of deliberation of motion on agenda(including extraordinary motions), the shareholders may make a resolution to seek another venue and continue the meeting.

The Shareholders may resolve to adjourn or resume the general meeting within five days in accordance with the Applicable Listing Rules and the Articles.

Article 19

When a shareholders' meeting is convened by video conference, the Company shall immediately disclose the voting results and election results of various motions on the video conference platform in accordance with the regulations and shall continue to disclose for at least 15 minutes after the chair declares the meeting adjourned.

Article 20

When a shareholders' meeting is convened by video conference, the chair and the minute taker shall be at the same location in Taiwan, and the chair shall disclose the address of the place when the meeting is called to order.

Article 21

When a shareholders' meeting is convened by video conference, the Company may allow shareholders to perform a simple test of the connection before the meeting commences and provide relevant services immediately before and during the meeting to assist with any technical communication problems.

When a shareholders' meeting is convened by video conference the chair shall, when calling the meeting to order, announce that there is no need for postponement or resumption of the meeting as stipulated in Article 44-24, paragraph 24 of the Regulations Governing the Administration of Shareholder Services of Public Companies; and that the requirement on the date of the meeting postponed or resumed within five days due to any natural disasters, accidents, or other force majeure events that have obstructed the video conference platform or the participation in the video conference for more than 30 minutes under Article 182 of the Company Act shall not apply before the chair declares the meeting adjourned.

In the event of any incident in the preceding paragraph that caused the meeting to be postponed or resumed, shareholders who have not registered to participate in the original shareholders' meeting by video conference shall not participate in the meeting postponed or resumed.

For the meeting to be postponed or resumed under paragraph 2, shareholders who have registered to participate in the original shareholders' meeting by video conference and have completed the registration but fail to participate in said meeting, the number of shares in attendance and the voting rights and voting rights for elections exercised at the original shareholders' meeting shall be included in the total number of attending shareholders' shares, voting rights, and voting rights for elections at the meeting postponed or resumed.

When a shareholders' meeting is postponed or resumed in accordance with paragraph 2, the motions for which the voting and counting of votes have been completed and the voting results or the list of elected directors have been announced, do not need to be discussed or resolved again.

When the Company convenes a shareholder's meeting, along with a video conference held at the same time, if the video conference cannot continue as under paragraph 2, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders' meeting reaches the number as required by law, the

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shareholders' meeting shall continue. There is no need to postpone or resume the meeting in accordance with paragraph 2.

When the meeting shall continue as in the preceding paragraph, for shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance; however, they shall be deemed to abstain for all motions resolved at the shareholders' meeting.

When the Company postpones or resumes the meeting in accordance with paragraph 2, it shall handle the relevant matters in accordance with the provisions set forth in Article 44-27 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and relevant preparations shall be made as per the date of the original shareholders' meeting and the provisions of this article.

Based on the period under Article 12, second-half paragraph and Article 13, paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies; Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the shareholders' meeting at a date as per paragraph 2.

Article 22

When the Company convenes a shareholders' meeting by video conference, it shall provide appropriate alternatives to shareholders who have difficulty attending the shareholders' meeting by video conference.

Article 23

These Rules and Procedures shall be effective from the date of Initial Public Offering. Any amendments shall be approved by the shareholders' meeting.

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Appendix III

YUSIN HOLDING CORP.

DELINES GOVERNING ELECTION OF DIRECTORS

董事選舉規範

Article 1

第一條

To establish a well-functioning election system for the Directors of the Company, these Guidelines are established in accordance with the Applicable Listing Rules for compliance.

為建立本公司良好董事選舉制度，爰依上市法令訂定本規範，以資遵循。

Unless otherwise defined in these Guidelines, any capital letters as used in these Guidelines shall have the same meanings as defined in the Articles of Association of the Company (as amended or substituted from time to time;

hereinafter "Articles").

除本規範另有定義外，本規範所使用任何英文字首大寫之詞彙，其意義應與本公司公司章程(包括其隨時修改或被取代之版本；下稱「本章程」)中之定義相同。

Article 2

第二條

In the election of Directors of the Company, except as otherwise specified in the Articles, the number of votes exercisable in respect of one Share shall be the same as the number of Directors to be elected, and the total number of votes per Share may be consolidated for election of one candidate or may be split for election of two or more candidates.

本公司董事之選舉，除本章程另有規定外，每一股份有與應選出董事人數相同之選舉權，得集中選舉一人，或分配選舉數人。

Article 3

第三條

The Board of Directors shall prepare the number of ballots equal to the number of Directors to be elected and shall fill in the number of votes to be distributed to the attending Members in a general meeting.

董事會應製備與應選出董事人數相同之選舉票，並加填其權數，分發出席股東會之股東。

Article 4

第四條

Prior to the commencement of an election, the chairman shall appoint several ballot examiners and ballot counters to perform related duties.

選舉開始前，應由主席指定監票員、計票員各若干人，執行各項有關職務。

Article 5

第五條

The Board of Directors shall set up a ballot box for the election of Directors to be inspected by the ballot examiners prior to the casting of ballots.

董事之選舉，由董事會設置投票箱，於投票前由監票員當眾開驗。

Article 6

第六條

Where a candidate is also a Member, the person casting the vote shall specify the account name and the Member number on the ballot in the column entitled "Candidate". If the candidate is not a Member, the person casting the vote shall specify the name and identification number of the candidate in the said column. Provided, however, if the candidate is a Member and a government entity or a juristic person, the person casting the vote shall specify the name of the government entity or jurisdiction person and may in addition specify the name of the representative of the government entity or juristic person. Where there are

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multiple representatives, the name of each representative shall be indicated.

被選舉人如為股東身分者，選舉人須在選舉票「被選舉人」欄填明被選舉人戶名及股東戶號；如非股東身分者，應填明被選舉人姓名及身分證明文件編號。惟政府或法人股東為被選舉人時，選舉票之被選舉人戶名欄應填列該政府或法人名稱，亦得填列該政府或法人名稱及其代表人姓名；代表人有數人時，應分別加填代表人姓名。

Article 7

第七條

Independent Directors and non-Independent Directors shall be elected in the same election, but the respective votes shall be separately calculated to determine the elected Independent Directors and non-Independent Directors.

董事之選票依獨立董事與非獨立董事一併選舉分別計票分別當選。

Article 8

第八條

The ballot shall be null and invalid upon occurrence of one of the following:

選舉票有下列情事之一者無效：

Ballots which are not in compliance with these Guidelines.
不用有召集權人製備之選票者。
Blank ballots which are cast into the ballot box;
以空白之選舉票投入投票箱者。
Scribbled and unidentifiable writing or writing which has been altered;
字跡模糊無法辨認或經塗改者。
A candidate who is also a Member whose account name and Member number are inconsistent with the information recorded in the Register of Members; where a candidate who is not a Member, the name and identification number provided are inconsistent upon further verification.

所填被選舉人與董事候選人名單經核對不符者。

Writing other than the name of the candidate or Member number (identification number) and the number of votes entitled.

除填分配選舉權數外，夾寫其它文字者。

Article 9

第九條

The Directors of the Company shall be persons of legal ability elected in the general meeting. Pursuant to the number of Directors required under the Articles, the candidates to whom the ballots cast represent a prevailing number of votes shall be elected based on the result of the election as Independent Directors or non-Independent Directors, respectively in descending order. If two or more candidates receive an equal number of votes, a draw shall take place between these candidates to determine who shall be elected. Where a candidate is not present, the chairman shall draw on behalf of the candidate.

本公司董事，由股東會就有行為能力之人選任之。本公司董事選舉需根據本章程所定之名額，分別計算獨立董事及非獨立董事之選舉權數，由所得選舉票代表選舉權數較多者，分別依次當選。如有二人或二人以上所得權數相同而超過規定名額時，由得權數相同者抽籤決定，未在場者由主席代為抽籤。

A Director elected pursuant to the above shall be appointed a Director of the Company; where, upon further verification, it is confirmed that the information of an elected Director is non-conforming or that the election of an elected Director shall be null pursuant to the Applicable Listing Rules, the candidate receiving the second most votes to such Director in the same general meeting shall be elected to fill the vacancy.

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依第一項同時當選為董事者，應自行決定充任董事，或當選之董事經查核確認其個人資料不符或依上市法令規定當選失其效力者，其缺額由原選次多數之被選舉人於當次股東會中宣布遞充。

Article 10

第十條

Ballots shall be counted upon completion of the voting procedures and the result of the ballot counting shall be announced by the chairman.

投票完畢後當場開票，開票結果由主席當場宣布。

Article 11

第十一條

The election of candidate who is disqualified by the Applicable Listing Rules (i.e. Paragraph 3 of Article 26-3 of the Taiwan Securities and Exchange Act) shall be ineffective.

不符合上市法令(即台灣證券交易法第二十六條之三第三項)規定者，當選失其效力。

Article 12

第十二條

The Board of Directors shall send each elected Director a notice of appointment.

當選之董事由本公司董事會分別發給當選通知書。

Article 13

第十三條

Establishment and amendment to these Guidelines shall be subject to approval of the Board of Directors, which shall be further approved by Ordinary Resolution at a general meeting.

本規範之訂定及修正應經本公司董事會同意，並經股東會之普通決議通過。

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Appendix IV

Yusin Holding Corp.

Table of Shareholdings of Directors

The total number of shares issues as of the book closure date of 7 April 2026 is 47,971,840 shares.
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 shareholdings of all members of the board except for the independent directors shall exceed 3,837,747 shares.
The numbers of shares held by the directors individually and by the entire bodies thereof respectively as of the book closure date are recorded in the following table:

Title	Name	Nationality or place of registration	Current shareholdings
			shares
President	Ching-Te, Chi	R.O.C.	81,008
Director	Hsu, Yung-Chun	R.O.C.	326,710
Director	Representation: Lu, Tsung-Ming	R.O.C.	9,000
Director	Li, Siang-Yang	R.O.C.	-
Director	Hsu, Yao-Jen	R.O.C.	390,778
Independent Director	Lin, Qi-Chi	R.O.C.
Independent Director	Lee, Ming Che	R.O.C.
Independent Director	Kuo, Hsu Chin	China
Sum of shareholdings of 9 directors			807,496

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Appendix V

The effect of the proposed issuance of bonus shares on the company's performance, earnings per share and return on shareholders' investment:

The company's shareholder meeting has not proposed issuance of bonus shares and therefore does not apply.

Appendix VI

Situation of the acceptance of the shareholders' proposal rights at the shareholders' meeting of this year:

According to Article 172-1 of the Company Act, shareholders with more than one percent of the total number of issued shares of the company can submit proposals in writing to the 2026 shareholders' meeting. Each item is limited to three hundred words. Any proposal with more than three hundred words will not be included in the agenda. The proponent shareholders shall attend the shareholders' meeting in person or by proxy and participate in the discussion of the said proposal.
The acceptance period for proposals to be included in the shareholders' meeting: starts from March 20, 2026 to March 30, 2026, and was announced in the Market Observation Post System in accordance with the law.
This company did not receive any proposals from shareholders during the acceptance period mentioned above.

AI assistant

Yusin — Proxy Solicitation & Information Statement 2026

52406_rns_2026-04-29_8f47314a-d228-4042-b665-49ab119605ec.pdf

Yusin Holding Corp.

Table Contents

1. 2025 business report

2. Profit (loss) and profitability analysis

4. The Company’s future development strategies

(1) Market strategy:

(2) Production strategy:

(3) Human resource strategy:

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

Audit opinion

Basis for opinion

Emphasis of matter

Key audit matters

Valuation of inventory

Description to key audit matter

Audit procedures in response

Timing of recognising sales revenue

Description

Audit procedures in response

Responsibilities of management and those charged with governance for the consolidated financial statements

Auditors' responsibilities for the audit of the consolidated financial statements

YUSIN HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

YUSIN HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

YUSIN HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

YUSIN HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

THE COMPANIES ACT (AS REVISED)

TWELFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF YUSIN HOLDING CORP.

TABLE OF CONTENTS

Table A

INTERPRETATION

REGISTRATION OF SHARES

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

DIVIDENDS AND CAPITALISATION

MEETINGS OF MEMBERS

DIRECTORS AND OFFICERS

MEETINGS OF THE BOARD OF DIRECTORS

CORPORATE RECORDS

TENDER OFFER AND ACCOUNTS

AUDIT COMMITTEE

VOLUNTARY DISSOLUTION AND WINDING-UP

CHANGES TO CONSTITUTION

LITIGIOUS AND NON-LITIGIOUS AGENT

OTHERS

ELEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF YUSIN HOLDING CORP.

INTERPRETATION

1. Definitions

4. Rights Attaching to Shares

5. Share Certificates

6. Preferred Shares

REGISTRATION OF SHARES

7. Register of Members

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

11. Alteration of Capital

12. Special Resolution and Supermajority Resolution

13. Variation of Rights Attaching to Shares

DIVIDENDS AND CAPITALISATION

14. Dividends

15. Capital Reserve and Power to Set Aside Profits

16. Method of Payment

17. Capitalisation

MEETINGS OF MEMBERS

18. Annual General Meetings

19. Extraordinary General Meetings

20. Notice

21. Giving Notice

22. Postponement of General Meeting

23 Quorum and Proceedings at General Meetings

26. Proxies

27. Proxy Solicitation

28. Dissenting Member's Appraisal Right

29. Shares that May Not be Voted

29.1 Shares held:

Yusin Proxy Solicitation & Information Statement 2026