ZERO ONE - AGM Information 2020 | FinancialReports.eu

CODE ： 3029

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2020 Annual Shareholders’ Meeting

Meeting Agenda

Date for the shareholders' meeting:2020/06/10 Location for the shareholders' meeting: 6F., No.35, Ln. 513, Ruiguang Rd., Neihu Dist., Taipei City.

Table of Contents	Table of Contents	Table of Contents
1.Meeting Agenda………………………………………………………………………1
2. Report Items…………….……………………………………………………………2
3. Matters for Ratification……………………………………………………………5
4. Matters for Discussion………………………………………………………………8
5. Elections………………………………………………..……………………………9
6. Other Proposals………………………………………………………………10
7. Extraordinary Motions……………………………………………………………10
8. Adjournment……………………………………………………………………10
9. Attachment
I.	2019 Business Report…………………………………………………………11
II.	2019 Independent Auditors’ Report and Financial Statements………….…12
III.		Comparison Table for Articles of Incorporation Before and After
		Revision…..…………………………………………………………………..31
IV.		Comparison Table for Regulations Governing the Acquisition and Disposal
		of Assets Before and After Revision…………..……………………………..36
V.		Comparison Table for the Procedures for Endorsement & Guarantee…….41
VI.		Comparison Table for the Procedures for Lending Funds to Other
		Parties………………………………………………………………………..45
VII.		List of Director Candidates…….……………………………………………50
10. Appendix
I.	Explanation for Dealing Shareholders’ Proposal……………………51
II.	Rules of Procedure for Shareholders Meetings………………………52
III.	Articles of Incorporation Before Revision…………………………………56
IV.	Rules for Election of Directors Before Revision.....................................………65
V.	Regulations Governing the Acquisition and Disposal of Assets Before
	Revision…………………………………………………………….………..…68
VI.	The Procedures for Endorsement & Guarantee………………………………82
VII.	The Procedures for Lending Funds to Other Parties……………………........89
VIII.	Shareholding of Directors and Supervisors………………….…………….…95

1. Meeting Agenda

Time ： 9:00 a.m., June 10, 2020

Place ： 6F., No.35, Ln. 513, Ruiguang Rd., Neihu Dist., Taipei City.

I. Call the Meeting to Order (to report the number of shares represented by
shareholders present at the meeting)
II. Chairperson Remarks

III.Report Items

(1) To report the business of the company in 2019.
(2) Report by Supervisors on auditing of 2019 financial statements.
(3) To report the Company's distribution of 2019 compensation to employees, directors, and supervisors.
(4) To report the Company's distribution status of cash dividends of 2019 earnings.
IV. Matters for Ratification
(1) To accept 2019 Business Report and Financial Statements.
(2) To approve the proposal for distribution of 2019 earnings.
V. Matters for Discussion
(1) Discussion on the amendments to the Articles of Incorporation.
(2) Discussion on the amendments to the Regulations Governing the Acquisition and Disposal of Assets.
(3) Discussion on the amendments to the Procedures for Endorsement & Guarantee.
(4) Discussion on the amendments to the Procedures for Lending Funds to Other Parties..
VI. Elections ： The 14th Board Meeting shall elect 8 directors of the Company(including 3 independent directors).
VII. Other proposals ： Proposal of Release the Prohibition on new Directors of the Company from Participation in Competitive Business.

VIII. Questions and Motions

IX. Adjournment
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2.Report Items

Report No. 1

To report the business of the company in 2019.

Explanation:

The 2019 Business Report refers to Attachment I, as pp. 11.

Report No. 2

Report by supervisors on auditing of 2019 financial statements.

Explanation:

The 2019 Supervisor’s Review Report is audited by supervisors, as the next page.

ZERO ONE TECHONOLOGY COMPANY LIMITED

Supervisors’ Review Report

The board of directors has prepared the company’s 2019 Consolidated , and Parent Company Only Financial Statements. The CPAs of Wen-Chin Lin and Hsin Wei Tai of Deloitte & Touche was retained to audit ZOTC’s Financial Statements. The Business Report, Financial Statements, and profit allocation proposal have been reviewed and determined to be correct and accurate by the supervisors of ZERO ONE Technology Company Limited. According to Article 219 of the Company Act, we hereby submit this report.

Sincerely,

2020 Annual Shareholders’ Meeting

The Supervisor : ;KWAY INFORMATION

CORPORATION The Representative ： Cheng Che Tseng The Supervisor : ;Yu Chi Lin The Supervisor : ;Chih Cheng Lo

April 27, 2020

Report No. 3

To report distribution of 2019 compensation to employees, directors, and supervisors.

Explanation:

According to Article 19 of Article of Incorporation.
The board of directors, on February 26, 2020, approved directors’ and supervisors’ compensation totaled NT$ 9,455,642, and employees’ compensation totaled NT$

18,911,284, distributed in cash, taking up 2% and 4% of 2019 profit NT$ 472,782,088.

Report No. 3

To report the Company's distribution status of cash dividends of 2019 earnings.

Explanation:

The board of directors, on February 26, 2020, approved cash dividend for shareholders totaled NT$ 249,574,424, which is estimated at NT$ 2 per share, from retained earnings.
Cash dividends are distributed pro rata and are rounded down to the nearest whole number. The fractional balance of dividends less than NT$ 1 will be summed up and recognized as other income of the company. After earnings distribution proposal is approved, the board of directors is authorized to set the record date, distribution of cash dividends, and other related matters, etc.
If the outstanding shares are impacted due to the record date, it is proposed the board of directors be authorized by the Shareholders’ Meeting to adjust the dividend payout ratio, and authorized the chairman to deal with all the related matters.
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3. Matters for Ratification

Report No. 1 (Proposed by the board of directors) To accept 2019 Business Report and Financial Statements.

Explanation:

The company’s 2019 financial statements have been reviewed and determined to be correct and accurate by the CPAs of Deloitte & Touche, and supervisors, and then a written audit report shall be issued.

(1) The 2019 Business Report refers to Attachment I, as pp. 11.
(2) Independent Auditors’ Report and 2019 Financial Statements refer to Attachment II, as pp. 12-30.

Resolution:

Report No. 2 (Proposed by the board of directors) To approve the proposal for distribution of 2019 earnings.

Explanation:

The 2019 Earnings Distribution Proposal, approved by the board of directors in February 26, 2020, audited by supervisors for reporting a commitment by the shareholders’ meeting, is attached hereto as follows.
The number of stocks was calculated at NT$ 17.42 per share, using the closing price on December 31, 2019.
Cash dividends are distributed pro rata and are rounded down to the nearest whole number. The fractional balance of dividends less than NT$ 1 will be summed up and recognized as other income of the company. After earnings distribution proposal is approved, the board of directors is authorized to set the record date, distribution of cash dividends, and other related matters, etc.
The 2019 earnings distribution table is attached as the next page.
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ZERO ONE TECHONOLOGY COMPANY LIMITED 2019 EARNINGS DISTRIBUTION TABLE

Item
Beginning retained earnings
Remeasurements of defined benefit plans recodnized in retained
earnings
Cumulative profits(losses) recognized by disposal of equity
instrument measured FVTOCI transferred into retained earnings
Retained earnings after adjustment
Net profit
legal reserve（10%）
Sets aside a certain proportion of earnings as special reserve by
order of the competent authority
Distributable earnings
Distributable items
Dividend to shareholders—Cash Dividends
(Caculated
by
outstanding
stock-124,787,212;Estimating
distribution of a NT$ 2 cash dividend per share).)
Unappropriated retained earnings Amount
(Unit：NTD$)
$151,482,225
((926,286))
(7,105,163)
143,450,776
351,313,272
(35,131,327)
16,844,007
476,476,728
(249,574,424)
$226,902,304

The chairman: Chia Hsin Lin Manager: Nancy Huang Chief Accountant: Michelle Chin

Resolution:

4.Matters for Discussion

Report No. 1 (Proposed by the board of directors) Discussion on the Articles of Incorporation.

Explanation:

For compliance with setting up the audit committee and based on the fact as required, the company decided to edit the Articles of Incorporation.
Comparison table before and after revision refers to Attachment III, as pp. 31-34.

Resolution:

Report No. 2 (Proposed by the board of directors)

Discussion on the amendments to the Regulations Governing the Acquisition and Disposal of Assets.

Explanation:

For compliance with the statue after revision and setting up the audit committee, the company decided to edit the Regulations Governing the Acquisition and Disposal of Assets.
Comparison table before and after revision refers to Attachment IV, as pp. 36-40.

Resolution:

Report No. 3 (Proposed by the board of directors)

Discussion on the amendments to the Procedures for Endorsement & Guarantee.

Explanation:

For compliance with the statue after revision and setting up the audit committee, the company decided to edit the Procedures for Endorsement & Guarantee.
Comparison table before and after revision refers to Attachment IV, as pp. 41-44.

Resolution:

Report No. 4 (Proposed by the board of directors)

Discussion on the amendments to the Procedures for Lending Funds to Other Parties.

Explanation:

For compliance with the statue after revision and setting up the audit committee, the company decided to edit the Procedures for Lending Funds to Other Parties.
Comparison table before and after revision refers to Attachment IV, as pp. 45-49.

Resolution:

5.Elections

Report No. 1 (Proposed by the board of directors) The 14th Board Meeting shall elect 8 directors of the Company(including 3 independent directors).

Explanation:

The term of the Directors of the 4th Board will be end on June 13,2020. Shareholder’s meeting shall be held on June 10, 2020, and elect 14th directors(including independent directors), in accordance with the regulations stipulated in Article 199-1 of the Company Act
As for setting the Audit Committee to replace supervisors, the shareholders’ meeting shall elect 8 directors(including 3 independent directors), and their three-year term will start from 2020/6/10 and conclude on 2023/6/9, based on article 13 of Articles of Incorporation after revision
According to Articles of Incorporation, 14th directors shall be elected from the list of the nomination directors prepared by the company. As nominated directors list has been approved by Board of Directors on April 27, 2020, please refer to attachment VII on page 50 of the list of the nominated directors.

Voting Results:

6.Other Proposals

Report No. 1 (Proposed by the board of directors) Proposal of Release the Prohibition on new Directors of the Company from Participation in Competitive Business.

Explanation:

In accordance with the regulations stipulated in Article 209 of the Company Act, a director who engages in any transaction for himself or on behalf of another person that is within the scope of the company's operations shall explain the major content of such actions to the shareholders meeting and obtain its consent.
As directors of the company engage in businesses or investments that are within or similar to the business scope of the company, within the period of serving as directors of the company. Proposal, approved by shareholders, for release the prohibition on directors and its representatives from participation in competitive business.

Resolution:

7. Extraordinary Motions

8. Adjournment

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9. Attachment

`【` Attachment I `】`

ZERO ONE TECHONOLOGY COMPANY LIMITED 2019 Business Report

(I) 2019 Business Objectives

Operational scopes of the company include it infrastructure, network & information security, cloud platform & application, big data & application, etc. as anticipation of the company’s gross profits continue to maintain a rise in 2019 in the scope of network equipment, hyper-converged computer, cloud platform, and exclusive solutions of information security. As for our future market strategies and planning of human resources, we shall help suppliers and partners increase profits of future sales, owing to capabilities of professional skills and accumulating experiences of sales in the business markets, by operational methods of assisting with different divisions and platforms. We focus on building a mode of platform for value creation of our suppliers and partners in 2020.

(II) Implementation Results of Business Plans

In FY 2019, the company’s total revenue stood at NT$ 8,915,170 thousand, on the increase of NT$ 2,267,818 compared to the preceding year, 34.12% in year-over-year growth. The net profit was NT$ 349,155 thousand, on the increase of NT$ 97,118 compared to the preceding year, a 38.53% year-over-year growth. Basic earnings per share were NT$2.85. (III)Financial Status and Profitability Analysis

1. Financial Status `：`

In FY 2019, the company’s net profit was NT$ 349,155 thousand. Cash provided by operating activities were NT$ 412,374, and cash used in investing and financing activities were NT$ 174,835 and NT$ 133,496 thousand, as well as cash and cash equivalents increase NT$ 96,871 during the period. Cash and cash equivalents at the end period were NT$ 335,497 thousand.

2. Profitability Analysis `：`

NT$ 335,497 thousand. ProfitabilityAnalysis`：`
Items	2019(%)	2018(%)
Ratio of return on total assets	7.29	6.30
Ratio of return on shareholders’ equity	15.07	11.73
Ratio of operating income to capital stock	32.08	22.83
Ratio of profit before income tax to capital stock	35.53	25.63
Profit ratio	3.92	3.79
Earnings per share (NT$)	2.85	2.06

The chairman: Chia Hsin Lin Manager: Nancy Huang Chief Accountant: Michelle Chin

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`【` Attachment II `】`

INDEPENDENT AUDITORS' REPORT

The board of directors and Shareholders Zero One Technology Company Limited

Opinion

We have audited the accompanying consolidated financial statements of Zero One Technology Company Limited and subsidiaries (the "Group"), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended December 31, 2019 and 2018, and the 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, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended December 31, 2019 and 2018, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (1AS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2019 are stated as follows:

Valuation of allowance for uncollectible accounts

Key Audit Matters

As indicated in Note 5 and Note 10 for judgements, the management of the Group assesses the collectability of accounts receivable and valuation of allowance for uncollectible accounts, based on the regulations of IFRS 9, and recognizes allowance for uncollectible accounts by lifetime expected credit losses. As the estimation of allowance for uncollectible accounts is subject to judgement of the management, we consider the valuation of allowance for uncollectible accounts a key audit matter.

We access the policy of valuation of allowance for uncollectible accounts, assure reasonability of the rate of expected credit losses, and require reasons for insuring that credit losses of individuals with delinquent accounts are expected.

The following audit procedures

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auditing for testing the correctness of the aging report, and calculate for evaluating the amount is recognized by allowance for uncollectible accounts in line with the Group’s accounting policy for recording.

Allowance for inventory valuation loss

Key Audit Matters

The valuation of the inventory of the Group includes the estimate of net realizable value and the allowance for inventory valuation loss regarding with the outdated and obsolete inventory. Net realizable valuation, based on the historical data of market situation and similar products, of the inventory is the carrying amounts calculated by the estimate sales price deducts the estimate of input costs, and cost of goods sold, during the ordinary course of business. The material influence of market condition will affect the amount of net realizable valuation. Besides, the ratio of the allowance for inventory valuation loss is valued by inventory aging and the allowance for the actual loss We consider the estimate of net realizable valuation, and the ratio of the allowance for inventory impairment loss of the outdated and obsolete inventories a key audit matter, based on management's professional estimation.

The following audit procedures

Our procedure includes understanding the accounting policies, valuation methods, and citation information originality for the inventory of the Group, obtaining information of the year-end allowance for inventory valuation loss and inventory aging reports, drawing samples to ensure the reasonableness of the inventory as valued by net realizable value method and the inventory aging, and the carrying amount of the year-end allowance for inventory valuation loss fitting the Group’s accounting policy for allowance.

Other Matter

We have also audited the parent company only financial statements of Zero One Technology Company Limited as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion.

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 IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including members of the supervisors) are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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

;Identify and assess the risks of material misstatement of the consolidated financial statements, 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.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 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.

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The engagement partners on the audit resulting in this independent auditors' report are Wen Chin Lin and Hsin Wei Tai.

Deloitte & Touche

Taipei, Taiwan Republic of China February 26, 2020

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.

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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents(Note 4&6) Financial assets at fair value through profit or loss - current(Note 4&7) Financial assets at fair value through other comprehensive income - current(Note 4&8) Financial assets at amortized cost - current(Note 4&9) Notes receivable(Note 4&10) Trade receivables(Note 4, 5&10) Inventories(Note 4, 5&11) Current tax assets(Note 4&22) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current(Note 4&7) Financial assets at fair value through other comprehensive income - non-current(Note 4&8) Financial assets at amortized cost - non-current(Note 4, 9&28) Property, plant and equipment(Note 14&28) Right-of-use assets (Notes 4, 5&15) Other intangible assets Deferred tax assets(Note 4, 5&22) Refundable deposits Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings(Note 16) Trade payables Other payables(Note 17) Lease liabilities - current (Notes 4, 5&15) Current tax liabilities(Note 4&22) Current portion of bonds payable(Note 4&18) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities(Note 4&22) Lease liabilities - non-current (Notes 4, 5&15) Net defined benefits liabilities - non-current(Note 4&19) Other noncurrent liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY(Note 20) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL	December 31, 2019 Amount % $ 335,497 7 65,425 1 - - 699,048 13 279,128 5 1,754,979 34 1,319,535 25 1,314 - 34,794 1 4,489,720 86 30,280 1 251,768 5 81,624 1 314,412 6 8,303 - 1,395 - 42,509 1 5,341 - 735,632 14 $ 5,225,352 100 $ 150,000 3 2,035,186 39 381,418 7 4,553 - 57,249 1 - - 143,072 3 2,771,478 53 793 - 3,803 - 21,918 1 1,171 - 27,685 1 2,799,163 54 1,246,352 24 470,136 9 184,732 4 16,844 - 494,764 9 696,340 13 7,476 - 2,420,304 46 5,885 - 2,426,189 46 $ 5,225,352 100	December 31, 2019 Amount % $ 335,497 7 65,425 1 - - 699,048 13 279,128 5 1,754,979 34 1,319,535 25 1,314 - 34,794 1 4,489,720 86 30,280 1 251,768 5 81,624 1 314,412 6 8,303 - 1,395 - 42,509 1 5,341 - 735,632 14 $ 5,225,352 100 $ 150,000 3 2,035,186 39 381,418 7 4,553 - 57,249 1 - - 143,072 3 2,771,478 53 793 - 3,803 - 21,918 1 1,171 - 27,685 1 2,799,163 54 1,246,352 24 470,136 9 184,732 4 16,844 - 494,764 9 696,340 13 7,476 - 2,420,304 46 5,885 - 2,426,189 46 $ 5,225,352 100	December 31, 2019 Amount % $ 335,497 7 65,425 1 - - 699,048 13 279,128 5 1,754,979 34 1,319,535 25 1,314 - 34,794 1 4,489,720 86 30,280 1 251,768 5 81,624 1 314,412 6 8,303 - 1,395 - 42,509 1 5,341 - 735,632 14 $ 5,225,352 100 $ 150,000 3 2,035,186 39 381,418 7 4,553 - 57,249 1 - - 143,072 3 2,771,478 53 793 - 3,803 - 21,918 1 1,171 - 27,685 1 2,799,163 54 1,246,352 24 470,136 9 184,732 4 16,844 - 494,764 9 696,340 13 7,476 - 2,420,304 46 5,885 - 2,426,189 46 $ 5,225,352 100	December 31, 2018	December 31, 2018	December 31, 2018	December 31, 2018
		Amount $ 335,497 65,425 - 699,048 279,128 1,754,979 1,319,535 1,314 34,794 4,489,720 30,280 251,768 81,624 314,412 8,303 1,395 42,509 5,341 735,632 $ 5,225,352 $ 150,000 2,035,186 381,418 4,553 57,249 - 143,072 2,771,478 793 3,803 21,918 1,171 27,685 2,799,163 1,246,352 470,136 184,732 16,844 494,764 696,340 7,476 2,420,304 5,885 2,426,189 $ 5,225,352			Amount $ 238,626 84,618 11,505 588,197 161,130 1,728,421 941,851 1,314 23,578 3,779,240 42,347 137,138 79,362 313,715 - 950 37,938 3,157 614,607 $ 4,393,847 $ 100,000 1,651,812 245,008 - 57,166 5,085 107,071 2,166,142 736 - 21,579 800 23,115 2,189,257 1,228,965 446,515 159,438 15,501 362,722 537,661 16,844) 2,196,297 8,293 2,204,590 $ 4,393,847		%
				(			5 2 - 13 4 39 22 - 1 86 1 3 2 7 - - 1 - 14 100 2 38 6 - 1 - 2 49 - - 1 - 1 50 28 10 4 - 8 12 - 50 - 50 100

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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE(Note 4) Net sales OPERATING COSTS(Note 11&21) Cost of goods sold GROSS PROFIT OPERATING EXPENSES(Note 21) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss reversed on trade receivables Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES(Note 21) Other income Other gains and losses Excluding gain(loss) on financial assets measured at amortised cost Finance costs Share of profit or loss of associates(Note 13) Total non-operating income and expenses		2019		% 100 90 10 4 1 - - 5 5 - - - - - -		2018
								%

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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE(Note 22) NET PROFIT OTHER COMPREHENSIVE INCOME (LOSS) (Note 19&22) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments designated as at fair value through other comprehensive income Income tax relating to remeasurement of defined benefit plans Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE(Note 23) From continuing operations Basic Diluted		2019		% 5 1 4 - - - - 4 4 - 4 4 - 4		2018
								%
								5 1 4 - - - - 4 4 - 4 4 - 4

(Concluded)

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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	Equity Attributable toOwners of theCompany	Equity Attributable toOwners of theCompany
ShareCapital Shares (In Thousand) Issued Capital Capital Surplus 122,480 $ 1,224,804 $ 434,135 - - - - - - - - - - - - - - - - - - 311 3,111 1,681 - - 10,252 105 1,050 447 - - - 122,896 1,228,965 446,515 - - - - - - - - - - - - - - - - - - - - - 338 3,377 1,722 - - - - - 11,431 700 7,000 8,156 701 7,010 2,312 - - - 124,635 $ 1,246,352 $ 470,136	Retained Earnings	Total $ 445,489 - - 159,484 ) 252,939 509) 252,430 - - - 774) 537,661 - - 184,603 ) 351,313 926) 350,387 - - - - - - 7,105) $ 696,340		Other Equity	Total $ 10,954 ) - - - ( - 6,664) ( 6,664) - - - 774 16,844 ) - - - ( - 27,604 27,604 - - 4,767 - 15,156 ) - 7,105 $ 7,476
			Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 10,954 ) - - - - ( 6,664) ( 6,664) - - - 774 ( 16,844 ) - - - - 27,604 27,604 - - - - - ( - 7,105 $ 17,865 (	Unearned Employee Benefits $ - ( - - - - - ( - ( - - - - - ( - - - - - - - - 4,767 - 15,156 ) ( - - $ 10,389)
	Unappropriated Legal Reserve Special Reserve Earnings $ 139,840 $ 16,723 $ 288,926 19,598 - ( 19,598 ) - ( 1,222 ) 1,222 - - ( 159,484 ) ( - - 252,939 - - ( 509) ( - - 252,430 - - - - - - - - - - - ( 774) ( 159,438 15,501 362,722 25,294 - ( 25,294 ) - 1,343 ( 1,343 ) - - ( 184,603 ) ( - - 351,313 - - ( 926) ( - - 350,387 - - - - - - - - - - - - - - - - - - - - ( 7,105) ( $ 184,732 $ 16,844 $ 494,764

19 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Write-down (reversal of write-down) of inventories Net (gain) loss on foreign currency exchange Interest income Depreciation expenses Compensation costs of employee share options Net loss (gain) on fair value change of financial assets/liabilities at fair value through profit or loss Reversal of expected credit losses Dividend income Net profit upon derecognition of financial assets measured at amortized cost Finance costs Amortization expenses Share of loss (gain) of subsidiaries, associates and joint ventures accounted for using the equity method Loss on disposal of property, plant and equipment Loss on disposal of associates Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Notes receivable Trade receivables Inventories Other current assets Trade payable Other payable Other current liabilities Net defined benefit liabilities Cash generated from operations Income tax paid from operating activities	2019 $ 442,802 27,469 25,578 ( 22,977 ) 20,457 16,198 ( 8,097 ) ( 5,901 ) ( 4,406 ) ( 3,745 ) 2,075 787 - - - 39,356 ( 117,998 ) ( 19,874 ) ( 413,439 ) ( 4,253 ) 368,180 132,826 36,001 ( 818) 510,221 ( 97,847) 412,374	2018
		$ 314,955 71,560 ( 3,641 ) ( 17,007 ) 11,765 10,252 ( 2,987 ) ( 16,525 ) ( 5,162 ) - 358 655 4,057 2 49 ( 33,817 ) 24,795 ( 245,322 ) ( 529,506 ) ( 10,611 ) 395,273 109,864 32,845 ( 526) 111,326 ( 56,258) 55,068

(Continued)

20 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at amortized cost Purchase of financial assets at fair value through other comprehensive income Disposal of financial assets at amortized cost Proceeds from sale of financial assets at fair value through other comprehensive income Interest received Payments for property, plant and equipment Other dividends received Proceeds from the return of capital upon investees' capital reduction of financial assets at fair value through other comprehensive income Increase in refundable deposits Payments for intangible assets Net cash inflow on disposal of associates Proceeds from disposal of property, plant and equipment Proceeds from disposal of intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid Increase in short-term borrowings Exercise of employee share options Repayment of principal portion of lease liabilities Interest paid Guarantee deposits received Dividends paid to non-controlling interests Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2019 ( $ 179,521 ) ( 104,261 ) 64,955 25,470 20,773 ( 7,123 ) 4,406 3,320 ( 2,184 ) ( 670 ) - - - (174,835) ( 184,603 ) 50,000 9,322 ( 6,215 ) ( 2,071 ) 371 ( 300) (133,496) ( 7,172) 96,871 238,626 $ 335,497	2018
		( $ 443,654 ) ( 73,883 ) - 1,195 14,305 ( 8,819 ) 5,162 - ( 1,371 ) ( 700 ) 340 79 65 (507,281) ( 159,484 ) 100,000 1,497 - ( 196 ) 800 - ( 57,383) 7,103 ( 502,493 ) 741,119 $ 238,626

(Concluded)

21 -

INDEPENDENT AUDITORS' REPORT

The board of directors and Shareholders Zero One Technology Company Limited

Opinion

We have audited the accompanying parent company only financial statements of zero one technology company limited, which comprise the parent company only balance sheets as of December 31, 2019 and 2018, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended December 31, 2019 and 2018, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the company as of December 31, 2019 and 2018, and its parent company only financial performance and its parent company only cash flows for the years then ended December 31, 2019 and 2018.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the republic of china. our responsibilities under those standards are further described in the auditors' responsibilities for the audit of the parent company only financial statements section of our report. we are independent of the company in accordance with the norm of professional ethics for certified public accountant of the republic of china and we have fulfilled our other ethical responsibilities in accordance with these requirements. we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2019. these matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the company's parent company only financial statements for the year ended December 31, 2019 are stated as follows:

Valuation of allowance for uncollectible accounts

Key Audit Matters

As indicated in Note 5 and Note 10 for judgements, the management of the Company assesses the collectability of accounts receivable and valuation of allowance for uncollectible accounts, based on the regulations of IFRS 9, and recognizes allowance for uncollectible accounts by lifetime expected credit losses. As the estimation of allowance for uncollectible accounts is subject to judgement of the management, we consider the valuation of allowance for uncollectible accounts a key audit matter.

The following audit procedures

Our procedure includes understanding and testing controls of allowance for uncollectible accounts by the management in line with periodic review, predicting and managing differences as tracked for losses, design and execution of relevant controls. We also obtain an Aging report of trade receivable for calculation the allowance for uncollectible accounts on the balance sheet date, and perform the procedure of sampling and auditing for testing the correctness of the aging report, and calculate for evaluating the amount is recognized by allowance for uncollectible accounts in line with the Company’s accounting policy for recording.

22 -

Allowance for inventory valuation loss

Key Audit Matters

The valuation of the inventory of the Company includes the estimate of net realizable value and the allowance for inventory valuation loss regarding with the outdated and obsolete inventory. Net realizable valuation, based on the historical data of market situation and similar products, of the inventory is the carrying amounts calculated by the estimate sales price deducts the estimate of input costs, and cost of goods sold, during the ordinary course of business. The material influence of market condition will affect the amount of net realizable valuation. Besides, the ratio of the allowance for inventory valuation loss is valued by inventory aging and the allowance for the actual loss We consider the estimate of net realizable valuation, and the ratio of the allowance for inventory impairment loss of the outdated and obsolete inventories a key audit matter, based on management's professional estimation.

The following audit procedures

Our procedure includes understanding the accounting policies, valuation methods, and citation information originality for the inventory of the Company, obtaining information of the year-end allowance for inventory valuation loss and inventory aging reports, drawing samples to ensure the reasonableness of the inventory as valued by net realizable value method and the inventory aging, and the carrying amount of the year-end allowance for inventory valuation loss fitting the Company’s accounting policy for allowance.

Responsibilities of Management and Those Charged with Governance for the Parent company only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the regulations governing the preparation of financial reports by securities issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the financial supervisory commission of the republic of china, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the company'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 company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the supervisors) are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Parent company only Financial Statements

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

;Identify and assess the risks of material misstatement of the parent company only 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.
23 -
;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 Company'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 Company '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 parent company only 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 Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only 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 company to express an opinion on the parent company only financial statements. we are responsible for the direction, supervision and performance of the company audit. we remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2019 and are therefore the key audit matters. we describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Wen Chin Lin and Hsin Wei Tai.

Deloitte & Touche

Taipei, Taiwan Republic of China

February 26, 2020

Notice to Readers

The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the republic of china and not those of any other jurisdictions. the standards, procedures and practices to audit such parent company only financial statements are those generally applied in the republic of china.

For the convenience of readers, the independent auditors' report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the republic of china. if there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and parent company only financial statements shall prevail.

24 -

ZERO ONE TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents(Note 4&6) Financial assets at fair value through profit or loss - current(Note 4&7) Financial assets at fair value through other comprehensive income - current(Note 4&8) Financial assets at amortized cost - current(Note 4&9) Notes receivable(Note 4&10) Trade receivables(Note 4, 5, 10&26) Inventories(Note 4, 5&11) Other current assets(Note 26) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current(Note 4&7) Financial assets at fair value through other comprehensive income - non-current(Note 4&8) Financial assets at amortized cost - non-current(Note 4, 9&27) Investments accounted for using the equity method(Note 4&12) Property, plant and equipment(Note 4,13&27) Right-of-use assets (Notes 4,5 and 14) Other intangible assets(Note 4) Deferred tax assets(Note 4, 5&21) Refundable deposits Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings(Note 15) Trade payables(Note 26) Other payables(Note 16) Current tax liabilities(Note 4&21) Lease liabilities - current (Notes 4, 5&14) Current portion of bonds payable(Note 4&17) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities(Note 4&21) Lease liabilities - non-current (Notes 4, 5&15) Net defined benefit liabilities - non-current(Note 4&18) Other noncurrent liabilities Total non-current liabilities Total liabilities EQUITY(Note 19) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL	December 31, 2019 Amount % $ 298,352 6 34,182 1 - - 683,552 13 276,895 5 1,742,370 33 1,306,416 25 43,281 1 4,385,048 84 30,280 1 192,423 4 79,079 1 143,945 3 313,991 6 7,332 - 1,358 - 41,852 1 2,754 - 813,014 16 $ 5,198,062 100 $ 150,000 3 2,024,410 39 374,041 7 56,927 1 3,576 - - - 141,128 3 2,750,082 53 793 - 3,803 - 21,918 - 1,162 - 27,676 - 2,777,758 53 1,246,352 24 470,136 9 184,732 4 16,844 - 494,764 10 696,340 14 7,476 - 2,420,304 47 $ 5,198,062 100	December 31, 2019 Amount % $ 298,352 6 34,182 1 - - 683,552 13 276,895 5 1,742,370 33 1,306,416 25 43,281 1 4,385,048 84 30,280 1 192,423 4 79,079 1 143,945 3 313,991 6 7,332 - 1,358 - 41,852 1 2,754 - 813,014 16 $ 5,198,062 100 $ 150,000 3 2,024,410 39 374,041 7 56,927 1 3,576 - - - 141,128 3 2,750,082 53 793 - 3,803 - 21,918 - 1,162 - 27,676 - 2,777,758 53 1,246,352 24 470,136 9 184,732 4 16,844 - 494,764 10 696,340 14 7,476 - 2,420,304 47 $ 5,198,062 100	December 31, 2019 Amount % $ 298,352 6 34,182 1 - - 683,552 13 276,895 5 1,742,370 33 1,306,416 25 43,281 1 4,385,048 84 30,280 1 192,423 4 79,079 1 143,945 3 313,991 6 7,332 - 1,358 - 41,852 1 2,754 - 813,014 16 $ 5,198,062 100 $ 150,000 3 2,024,410 39 374,041 7 56,927 1 3,576 - - - 141,128 3 2,750,082 53 793 - 3,803 - 21,918 - 1,162 - 27,676 - 2,777,758 53 1,246,352 24 470,136 9 184,732 4 16,844 - 494,764 10 696,340 14 7,476 - 2,420,304 47 $ 5,198,062 100	December 31, 2018	December 31, 2018	December 31, 2018	December 31, 2018
		Amount $ 298,352 34,182 - 683,552 276,895 1,742,370 1,306,416 43,281 4,385,048 30,280 192,423 79,079 143,945 313,991 7,332 1,358 41,852 2,754 813,014 $ 5,198,062 $ 150,000 2,024,410 374,041 56,927 3,576 - 141,128 2,750,082 793 3,803 21,918 1,162 27,676 2,777,758 1,246,352 470,136 184,732 16,844 494,764 696,340 7,476 2,420,304 $ 5,198,062			Amount $ 201,754 47,473 7,865 560,236 160,573 1,718,368 934,052 22,495 3,652,816 14,846 137,138 76,828 136,129 312,926 - 902 37,321 1,677 717,767 $ 4,370,583 $ 100,000 1,644,365 239,136 56,683 - 5,085 105,902 2,151,171 736 - 21,579 800 23,115 2,174,286 1,228,965 446,515 159,438 15,501 362,722 537,661 16,844) 2,196,297 $ 4,370,583		%
				(			5 1 - 13 4 39 21 1 84 - 3 2 3 7 - - 1 - 16 100 2 38 6 1 - - 2 49 - - 1 - 1 50 28 10 4 - 8 12 - 50 100

25 -

ZERO ONE TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE(Note 4&26) Net sales OPERATING COSTS(Note 11&26) Cost of goods sold GROSS PROFIT OPERATING EXPENSES(Note 20) Selling and marketing expenses General and administrative expenses Expected credit loss reversed on trade receivables Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES(Note 20) Other income Other gains and losses Excluding gain(loss) on financial assets measured at amortised cost Finance costs Share of profit or loss of subsidiaries, associates and joint ventures(Note 12) Total non-operating income and expenses		2019	% 100 90 10 4 1 - 5 5 - - - - - -		2018
		Amount $ 8,826,659 7,960,716 865,943 336,544 126,149 5,901) 456,792 409,151 33,721 7,196 3,745 2,054 ) 7,344) 35,264			Amount $ 6,551,970 5,902,692 649,278 278,359 104,773 16,494) 366,638 282,640 32,172 2,828 - 358 ) 1,805) 32,837	%
	( ( (			( ( (		100 90 10 4 2 - 6 4 1 - - - - 1

(Continued)

26 -

ZERO ONE TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE(Note 21) NET PROFIT OTHER COMPREHENSIVE INCOME (LOSS) (Note 18&21) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments designated as at fair value through other comprehensive income Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 22) From continuing operations Basic Diluted		2019	% 5 1 4 - - - - - 4		2018
		Amount $ 444,415 93,102 351,313 1,157 ) 20,757 6,847 231 26,678 $ 377,991 $ 2.85 $ 2.77			Amount $ 315,477 62,538 252,939 1,183 ) 2,289 ) 4,375 ) 674 7,173) $ 245,766 $ 2.06 $ 2.03	%
	(			( ( ( (		5 1 4 - - - - - 4

(Concluded)

27 -

ZERO ONE TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

BALANCE, JANUARY 1, 2018 Appropriation of 2017 earnings Legal reserve Reversal of special reserve Cash dividends - NT$1.3 per share Net profit for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018, net of income tax Total comprehensive income (loss) for the year ended December 31, 2018 Convertible bonds converted to capital stock Share based payment transaction - employee stock option Issuance of ordinary shares under employee share options Disposals of investments in equity instruments designated as at fair value through other comprehensive income BALANCE, DECEMBER 31, 2018 Appropriation of the 2018 earnings Legal reserve Special reserve Cash dividends - NT$1.5 per share Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 Convertible bonds converted to capital stock Share based payment transaction - employee stock option Share based payment transaction - restricted stock awards Issuance of restricted stock awards Issuance of ordinary shares under employee share options Disposals of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2019		Share Capital Shares (In Thousand) Issued Capital Capital Surplus 122,480 $ 1,224,804 $ 434,135 - - - - - - - - - - - - - - - - - - 311 3,111 1,681 - - 10,252 105 1,050 447 - - - 122,896 1,228,965 446,515 - - - - - - - - - - - - - - - - - - 338 3,377 1,722 - - 11,431 - - - 700 7,000 8,156 701 7,010 2,312 - - - 124,635 $ 1,246,352 $ 470,136		Retained Earnings	Total $ 445,489 - - 159,484 ) 252,939 509) 252,430 - - - 774) 537,661 - - 184,603 ) 351,313 926) 350,387 - - - - - 7,105) $ 696,340		Other Equity	Total $ 10,954 ) - - - ( - 6,664) ( 6,664) - - - 774 16,844 ) - - - ( - 27,604 27,604 - - 4,767 15,156 ) - 7,105 $ 7,476	Total Equity $ 2,093,474 - - 159,484 ) 252,939 7,173) 245,766 4,792 10,252 1,497 - 2,196,297 - - 184,603 ) 351,313 26,678 377,991 5,099 11,431 4,767 - 9,322 - $ 2,420,304
						Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 10,954 ) - - - - ( 6,664) ( 6,664) - - - 774 ( 16,844 ) - - - - 27,604 27,604 - - - - ( - 7,105 $ 17,865 (	Other Employee Benefits $ - ( - - - - - ( - ( - - - - - ( - - - - - - - - 4,767 15,156 ) ( - - $ 10,389)
		Shares (In Thousand) 122,480 - - - - - - 311 - 105 - 122,896 - - - - - - 338 - - 700 701 - 124,635		Unappropriated Legal Reserve Special Reserve Earnings $ 139,840 $ 16,723 $ 288,926 19,598 - ( 19,598 ) - ( 1,222 ) 1,222 - - ( 159,484 ) ( - - 252,939 - - ( 509) ( - - 252,430 - - - - - - - - - - - ( 774) ( 159,438 15,501 362,722 25,294 - ( 25,294 ) - 1,343 ( 1,343 ) - - ( 184,603 ) ( - - 351,313 - - ( 926) ( - - 350,387 - - - - - - - - - - - - - - - - - ( 7,105) ( $ 184,732 $ 16,844 $ 494,764

28 -

ZERO ONE TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Write-down of inventories Net (gain) loss on foreign currency exchange Interest income Depreciation expenses Compensation costs of employee share options Net loss (gain) on fair value change of financial assets/liabilities at fair value through profit or loss Share of loss (gain) of subsidiaries, associates and joint ventures accounted for using the equity method Reversal of expected credit losses Dividend income Net profit upon derecognition of financial assets measured at amortized cost Finance costs Amortization expenses Loss on disposal of property, plant and equipment Loss on disposal of associates Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Notes receivable Trade receivables Inventories Other current assets Trade payable Other payable Other current liabilities Net defined benefit liabilities Cash generated from operations Income tax paid Net cash generated from operating activities	2019 $ 444,415 29,563 23,769 ( 22,488 ) 18,058 16,198 ( 7,359 ) 7,344 ( 5,901 ) ( 4,366 ) ( 3,745 ) 2,054 776 - - 5,215 ( 116,322 ) ( 17,318 ) ( 410,213 ) ( 3,678 ) 364,851 131,321 35,226 ( 818) 486,582 ( 97,101) 389,481	2018
		$ 315,477 73,836 ( 2,530 ) ( 16,502 ) 10,688 10,252 247 1,805 ( 16,494 ) ( 5,092 ) - 358 626 2 49 3,185 24,655 ( 244,155 ) ( 548,874 ) ( 13,611 ) 436,155 107,876 32,169 ( 526) 169,596 ( 56,094) 113,502

(Continued)

29 -

ZERO ONE TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at amortized cost Disposal of financial assets at amortized cost Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Interest received Acquisition of investments accounted for using the equity method Increase in other receivables-related parties Payments for property, plant and equipment Other dividends received Proceeds from the return of capital upon investees' capital reduction of financial assets at fair value through other comprehensive income Dividend received from subsidiaries Increase in refundable deposits Payments for intangible assets Net cash inflow on disposal of associates Proceeds from disposal of property, plant and equipment Proceeds from disposal of intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid Increase in short-term borrowings Exercise of employee share options Repayment of principal portion of lease liabilities Interest paid Guarantee deposits received Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2019 ( $ 191,975 ) 64,955 ( 47,786 ) 17,803 20,178 ( 10,063 ) ( 10,000 ) ( 7,033 ) 4,366 3,320 1,750 ( 1,077 ) ( 670 ) - - - ( 156,232) ( 184,603 ) 50,000 9,322 ( 4,319 ) ( 2,050 ) 362 ( 131,288) ( 5,363) 96,598 201,754 $ 298,352	2018
		( $ 422,182 ) - ( 73,883 ) 1,195 13,800 - - ( 8,217 ) 5,092 - - ( 193 ) ( 700 ) 340 79 65 ( 484,604) ( 159,484 ) 100,000 1,497 - ( 196 ) 710 ( 57,473) 5,992 ( 422,583 ) 624,337 $ 201,754

(Concluded)

30 -

`【` Attachment III `】`

Zero One Technology Company Limited

Comparison Table for Articles of Incorporation Before and After Revision

After the Revision	After the Revision	Before the Revision	Before the Revision	Explanation for edition
Article 5-1 `：`The rights and other important issuance terms of the Company’s preferred shares are as follows: 1. Any earnings concluded in a fiscal year shall first make up for losses of previous years, right after statutory taxation and accounting adjustment.Any surpluses are subject to provision of legal reserves and special reserves , plus accumulated retained earnings of the previous year, according to the Articles of Incorporation, and the remaining earnings shall be paid to the current year’s preferred shareholders as the respective year’s dividends. 2.`－`6. (Omitted). 7. The holders of the Preferred Shares will have voting rights and rights to vote on election of directors and are entitled to be elected asdirectors. Holders of outstanding Preferred Shareholders have mandatory voting rights with respect to agendas that would affect Preferred Shares in Preferred Shareholders’ meetings and in Shareholders’ meetings. 8.`－`10. (Omitted). The Board is authorized to determine the name, issuance date, terms, and relevant matters of the Preferred Shares in accordance with market conditions and investors’ expectation, in accordance with the Company’s Articles of Incorporation and applicable laws and regulations.		Article 5-1 `：`The rights and other important issuance terms of the Company’s preferred shares are as follows: 1. Any earnings concluded in a fiscal year shall first make up for losses of previous years, right after statutory taxation and accounting adjustment.Any surpluses are subject to provision of legal reserves and special reserves according to the Articles of Incorporation, and the remaining earnings shall be paid to the current year’s preferred shareholders as the respective year’s dividends. 2.`－`6. (Omitted). 8. The holders of the Preferred Shares will have voting rights and rights to vote on election of directors and are entitled to be elected asdirectors~~and~~ ~~supervisors.~~Holders of outstanding Preferred Shareholders have mandatory voting rights with respect to agendas that would affect Preferred Shares in Preferred Shareholders’ meetings and in Shareholders’ meetings. 8.`－`10. (Omitted). The Board is authorized to determine the name, issuance date, terms, and relevant matters of the Preferred Shares in accordance with market conditions and investors’ expectation, in accordance with the Company’s Articles of Incorporation and applicable laws and regulations.		To establish an audit committee to replace supervisor to conform to laws and regulations, delete provisions relating to supervisors and make amendments based on practical needs.
Chapter IV Committee	Directors and Audit	Chapter IV Directors and	~~Supervisors~~	~~To establish an audit~~ committee to replace supervisor to conform to laws and regulations, delete provisions relating to supervisors.

Article 13`：`The company shall have 7~9 directors to be elected at the shareholders’ meeting from among the individuals of legal capacity, and eligible for re-election, with the term of three years.		Article 13`：`The company shall have 7~9 directors~~and 2~3 supervisors~~to be elected at the shareholders’ meeting from among the individuals of legal capacity, and eligible for re-election, with the term of three years.		As the above mentioned

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Zero One Technology Company Limited Comparison Table for Articles of Incorporation Before and After Revision

After the Revision	Before the Revision	Explanation for edition
Article 13-1 `：`The company shall appoint independent directors, not less than two in number and not less than one-fifth of the total number of directors. A candidate nomination system is adopted, anddirectorsshall be elected from among the nominees listed in the roster of candidates ofdirectorsin the shareholders’ meeting. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers. The company shall establish the audit committee, composed of the entire number of independent directors, based on securities and exchange Act. The audit committee or its members shall be responsible for executing the Company Act, securities and exchange Act, and other statute, and the authority of supervisors.	Article 13-1 `：`The company shall appoint independent directors, not less than two in number and not less than one-fifth of the total number of directors. A candidate nomination system is adopted, anddirectors~~and~~ ~~supervisors~~shall be elected from among the nominees listed in the roster of candidates ofdirectors~~and supervisors~~ in the shareholders’ meeting. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers. The company shall establish the audit committee, composed of the entire number of independent directors, based on securities and exchange Act. The audit committee or its members shall be responsible for executing the Company Act, securities and exchange Act, and other statute, and the authority of supervisors~~based on Articles of~~ ~~Incorporation.~~ ~~The system of supervisors shall be~~ ~~abominated on the statutory date as the~~ ~~audit committee established. The term~~ ~~of~~ ~~elected~~ ~~supervisors~~ ~~shall~~ ~~be~~ ~~terminated by the date of establishment~~ ~~of the audit committee of the company.~~	To establish an audit committee to replace supervisor to conform to laws and regulations, delete provisions relating to supervisors and make amendments based on practical needs.
Article 15`：`The board of directors of the company could be convened in line with the Company Act, in writing or via email or fax, and a meeting notice shall be sent todirectors. The directors shall participate in person at the meeting. If a director is unable to attend the meeting, he/she shall be entitled to authorize another director to represent him/her at the meeting by executing a power of attorney stating the reason for convening the meeting therein the scope of authorization.	Article 15`：`The board of directors of the company could be convened in line with the Company Act, in writing or via email or fax, and a meeting notice shall be sent todirectors~~and supervisors.~~ The directors shall participate in person at the meeting. If a director is unable to attend the meeting, he/she shall be entitled to authorize another director to represent him/her at the meeting by executing a power of attorney stating the reason for convening the meeting therein the scope of authorization.	To establish an audit committee to replace supervisor to conform to laws and regulations, delete provisions relating to supervisors.
Article 16`：`The board of directors is authorized to decide the compensation to alldirectorswith reference to suggestions of the Compensation Committee, or at a rate consistent with general practices in the industry. If the company reports a surplus, the company shall distribute the compensation in accordance with Article 19 of Articles of Incorporation.	Article 16`：`The board of directors is authorized to decide the compensation to alldirectors~~and supervisors ~~with reference to suggestions of the Compensation Committee, or at a rate consistent with general practices in the industry. If the company reports a surplus, the company shall distribute the compensation in accordance with Article 19 of Articles of Incorporation.	As the above mentioned

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Zero One Technology Company Limited Comparison Table for Articles of Incorporation Before and After Revision

After the Revision	Before the Revision	Explanation for edition
The company may purchase liability insurance fordirectorswith respect to their liabilities on the business scope, resulting from exercising their duties during their terms of occupancy.	The company may purchase liability insurance fordirectors~~and supervisors~~ with respect to their liabilities on the business scope, resulting from exercising their duties during their terms of occupancy.
Article 18`：`The fiscal year for the company shall be from January 1 of each year to December 31 of the same year. After the close of each fiscal year, the following reports shall be prepared by the board of directors,and submitted to the regular shareholders’meeting for acceptance: 1. Business Report; 2. Financial Statements; 3. Proposal Concerning Appropriation of Earnings or Covering of Losses.	Article 18`：`The fiscal year for the company shall be from January 1 of each year to December 31 of the same year. After the close of each fiscal year, the following reports shall be prepared by the board of directors,audited by supervisors, and submitted to the regular shareholders’ meeting for acceptance: 1. Business Report; 2. Financial Statements; 3. Proposal Concerning Appropriation of Earnings or Covering of Losses.	To establish an audit committee to replace supervisor to conform to laws and regulations, delete provisions relating to supervisors.
Article 19 `：`According to surplus earnings each year, the company shall set aside no less than 1~15 % of them as compensation for the employees and no more than 3 % of them as compensation fordirectors.If the company has accumulated losses, it shall offset losses. Surplus earnings each year as mentioned above refer to profits calculated by the current year's pre-tax profit before deducting of annual compensation of the employees and directors. Before establishment of the audit committee, supervisors'remuneration shall be incorporated into directors' remuneration for the purpose of calculation of the distribution ceiling of the directors'remuneration provided in the first Paragraph. As compensation for the employees and directorsshall need the concurrence of at least half of all the directors present at a board of directors meeting attended by at least two-thirds of the directors, and the decision must be announced in the shareholders’ meeting. Employee compensation mentioned in preceding paragraph shall be distributed in stocks or in cash. The payment shall apply to employees in the controlling companyand subsidiaries.	Article 19 `：`According to surplus earnings each year, the company shall set aside no less than 1~15 % of them as compensation for the employees and no more than 3 % of them as compensation fordirectors~~and supervisors.~~If the company has accumulated losses, it shall offset losses. Surplus earnings each year as mentioned above refer to profits calculated by the current year's pre-tax profit before deducting of annual compensation of the employees, directors,~~and supervisors.~~ As compensation for the employees, directors,~~and supervisors~~shall need the concurrence of at least half of all the directors present at a board of directors meeting attended by at least two-thirds of the directors, and the decision must be announced in the shareholders’ meeting. Employee compensation mentioned in preceding paragraph shall be distributed in stocks or in cash. The payment shall apply to employees in the controlling company and subsidiaries.	As the above mentioned

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Zero One Technology Company Limited Comparison Table for Articles of Incorporation Before and After Revision

	After the Revision		Before the Revision	Explanation for edition
	Article 19-1`：`In the event that the company, according to the final settlement, earns profits in a fiscal year, such profits shall first be set aside to pay the applicable taxes, offset losses, set aside for 10 % of legal reserve, andthe remaining profits shall be set aside for or reversal of special reserve, plus accumulated retained earnings of the previous year, in accordance with the laws, regulations, or the business requirements. Any further remaining profits shall be distributed for stock dividends of preferred shares,plus unappropriated earnings shall be distributed in accordance with the proposal submitted by the Board, for approval at a shareholders’ meeting. The distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors,in accordance with Article 241 of the Company Act;and in addition thereto a report of distribution as the above mentioned shall be submitted to the shareholders’ meeting. As the company has had no deficits, the legal reserve and capital surplus in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of them shall be submitted to the shareholders’ meeting. The company adopts a dividend distribution policy whereby only surplus profits of the Company shall be distributed to shareholders, and considers the impact on the diluted of earning per share and return on equity, according to the company’s capital budget plan, and working capital requirement in the future. Shareholders of the company dividend distribution, of which cash dividends shall not be lower than 10% of the total shareholders’ dividends distributed for the same year.		Article 19-1`：`In the event that the company, according to the final settlement, earns profits in a fiscal year, such profits shall first be set aside to pay the applicable taxes, offset losses, set aside for 10 % of legal reserve, andthe remaining profits shall be set aside for or reversal of special reserve in accordance with the laws, regulations, or the business requirements. Any further remaining profits shall be distributed for stock dividends of preferred shares,plus unappropriated earnings shall be distributed in accordance with the proposal submitted by the Board, for approval at a shareholders’ meeting. The distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of distribution as the above mentioned shall be submitted to the shareholders’ meeting. As the company has had no deficits, the legal reserve and capital surplus in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of them shall be submitted to the shareholders’ meeting. The company adopts a dividend distribution policy whereby only surplus profits of the Company shall be distributed to shareholders, and considers the impact on the diluted of earning per share and return on equity, according to the company’s capital budget plan, and working capital requirement in the future. Shareholders of the company dividend distribution, of which cash dividends shall not be lower than 10% of the total shareholders’ dividends distributed for the sameyear.	To make amendments based on practical needs.

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Zero One Technology Company Limited Comparison Table for Articles of Incorporation Before and After Revision

	After the Revision	Before the Revision	Explanation for edition
	Article 21`：`Articles of Incorporation were enacted on June 9, 1980. The 1st`－`23nd amendment`：` (Omitted). The 24th amendment was made on June 15, 2012. The 25th amendment was made on June 8, 2016. The 26th amendment was made on June 13, 2019. The 27th amendment was made on June 10, 2020.	Article 21`：`Articles of Incorporation were enacted on June 9, 1980. The 1st`－`23nd amendment`：` (Omitted). The 24th amendment was made on June 15, 2012. The 25th amendment was made on June 8, 2016. The 26th amendment was made on June 13, 2019.	To add a new date of the amendment.

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`【` Attachment IV `】`

Zero One Technology Company Limited Comparison Table for Regulations Governing the Acquisition and Disposal of Assets Before and After Revision

Explanation After the Revision Before the Revision for edition Article 8:The related party transactions Article 8:The related party transactions To establish for acquisition and disposal of real estate. for acquisition and disposal of real estate. an audit 1.(Omitted). 1.(Omitted). committee to 2.Evaluation and operating procedures 2.Evaluation and operating procedures replace When the company intends to acquire or When the company intends to acquire or supervisor to dispose of real property or right-of-use dispose of real property or right-of-use conform to assets from or to a related party, or when assets from or to a related party, or when laws and it intends to acquire or dispose of assets it intends to acquire or dispose of assets regulations, other than real property or right-of-use other than real property or right-of-use and delete assets from or to a related party and the assets from or to a related party and the provisions transaction amount reaches 20 percent transaction amount reaches 20 percent relating to or more of paid-in capital, 10 percent or or more of paid-in capital, 10 percent or supervisors. more of the company's total assets, or more of the company's total assets, or NT$300 million or more, except in NT$300 million or more, except in trading of domestic government bonds trading of domestic government bonds or bonds under repurchase and resale or bonds under repurchase and resale agreements, or subscription or agreements, or subscription or redemption of money market funds redemption of money market funds issued by domestic securities issued by domestic securities investment trust enterprises, the investment trust enterprises, the company’s following matters shall be company’s following matters shall be approved by the audit committee, then approved by the board of directors and resolved by the board of directors, and recognized by the supervisors, and then then the company is allowed to sign the the company is allowed to sign the transaction contract and pay ： transaction contract and pay ： (1)-(7):(Omitted). (1)-(7):(Omitted). The calculation of the transaction The calculation of the transaction amounts referred to in the preceding amounts referred to in the preceding paragraph shall be approved by the audit paragraph shall be approved by the committee and board of directors need board of directors ~~and recognized by the~~ not be counted toward the transaction ~~supervisors~~ need not be counted toward amount. the transaction amount. The real property or its right-of-use The real property or its right-of-use assets, or the real property right-of-use assets, or the real property right-of-use assets for business use are acquired or assets for business use are acquired or disposed by the company with its disposed by the company with its parent, subsidiaries, or by its parent, subsidiaries, or by its subsidiaries in which it directly or subsidiaries in which it directly or indirectly holds 100 percent of the indirectly holds 100 percent of the issued shares or authorized capital, the issued shares or authorized capital, the company's board of directors may company's board of directors may pursuant to Article 6, paragraph 2, pursuant to Article 6, paragraph 2, subparagraph 2 delegate the chairman to subparagraph 2 delegate the chairman to decide such matters when the decide such matters when the transaction is within a certain amount transaction is within a certain amount and have the decisions subsequently and have the decisions subsequently submitted to and ratified by the next submitted to and ratified by the next board of directors. board of directors. If the position of the independent If the position of the independent director has been created, when a matter director has been created, when a matter is submitted for discussion by the board is submitted for discussion by the board of directors pursuant to paragraph 1, the of directors pursuant to paragraph 1, the board of directors shall take into full board of directors shall take into full

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Zero One Technology Company Limited Comparison Table for Regulations Governing the Acquisition and Disposal of Assets Before and After Revision

	After the Revision	Before the Revision	Explanation for edition
consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. Where an audit committee has been established in accordance with the provisions of the Act, when the procedures for the acquisition and disposal of assets are adopted or amended they shall be approved by one- half or more of all audit committee members and submitted to the board of directors for a resolution. If approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. 3. Evaluation of the reasonableness of the transaction costs (1)-(4):(Omitted) (5)When the appraised values of real estate or its right-of-use assets acquired by the company from related parties according to paragraph 3, subparagraph 1 and 2 of this Article is lower than the transaction price, the situation shall be handled in the following manner. Moreover, if the company uses the equity method to account for its investment in another company and sets aside a special reserve according to the above provision, it may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. A.(Omitted). B.Independent ditrectors of the audit		consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 3. Evaluation of the reasonableness of the transaction costs (1)-(4):(Omitted) (5)When the appraised values of real estate or its right-of-use assets acquired by the company from related parties according to paragraph 3, subparagraph 1 and 2 of this Article is lower than the transaction price, the situation shall be handled in the following manner. Moreover, if the company uses the equity method to account for its investment in another company and sets aside a special reserve according to the above provision, it may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. A.(Omitted). B.Supervisors shall comply with

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Zero One Technology Company Limited Comparison Table for Regulations Governing the Acquisition and Disposal of Assets Before and After Revision

	Before the Revision	Explanation for edition
committeeshall comply with Article 218 of the Company Act. C.(Omitted). (6)-(7):(Omitted).	Article 218 of the Company Act. C.(Omitted). (6)-(7):(Omitted).
Article 9:Procedures for acquisition or disposal of membership or intangible assets or right-of-use assets are as follows`：` 1.Evaluation and operating procedures Acquisition or disposal of membership or intangible assets or right-of-use assets regarding with evaluation and operating procedures shall follow the company’s internal control procedures of asset management. 2.Determination procedures of conditions of the transaction and level of authorization. (1)-(2):(Omitted). (3)With respect to the company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each independent director. Where the position of the independent director has been created, when a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors’ meeting. 3.-4.:(Omitted).	Article 9:Procedures for acquisition or disposal of membership or intangible assets or right-of-use assets are as follows`：` 1.Evaluation and operating procedures Acquisition or disposal of membership or intangible assets or right-of-use assets regarding with evaluation and operating procedures shall follow the company’s internal control procedures of asset management. 2.Determination procedures of conditions of the transaction and level of authorization. (1)-(2):(Omitted). (3)With respect to the company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to eachsupervisor. Where the position of the independent director has been created, when a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors’ meeting. 3.-4.:(Omitted).	As the above mentioned
Article 11:Procedures for acquisition or disposal of financial derivatives are as follows 1. Trading principles and strategies (1)-(2):(Omitted). (3)Authorization and delegation A.-C.: (Omitted). D. Level of approval (a)-(b)(Omitted). (c)With respect to the company’s acquisition or disposal of	Article 11:Procedures for acquisition or disposal of financial derivatives are as follows 2. Trading principles and strategies (1)-(2):(Omitted). (3)Authorization and delegation A.-C.: (Omitted). D. Level of approval (a)-(b)(Omitted). (c)With respect to the company’s acquisition or disposal of	As the above mentioned

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Zero One Technology Company Limited Comparison Table for Regulations Governing the Acquisition and Disposal of Assets Before and After Revision

After the Revision	Before the Revision	Explanation for edition
assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to eachindependent director. Where the position of the independent director has been created in accordance with the provisions of the Act, when a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. E.(Omitted). (4)-(5):(Omitted). 2.(Omitted). 3. Internal audit system The company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, all independent directors and the audit committeshall be notified in writing. 4.(Omitted).	assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to eachsupervisor.Where the position of the independent director has been created in accordance with the provisions of the Act, when a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. E.(Omitted). (4)-(5):(Omitted). 2.(Omitted). 3. Internal audit system The company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, all supervisors shall be notified in writing. 4.(Omitted).

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Zero One Technology Company Limited Comparison Table for Regulations Governing the Acquisition and Disposal of Assets Before and After Revision

After the Revision	Before the Revision	Explanation for edition
Article 16:Implementation and Revision 1. With respect to the company’s acquisition or disposal of assets that is subject to the procedures for the acquisition and disposal of assets are adopted or amended they shall be approved by one-half or more of all audit committee members and submitted to the board of directors for a resolution.If an independent director objects to or expresses reservations about any matter, the company shall send it to eachindependent director. If approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. 2. The Procedures has been approved to the shareholders’ meeting onJune 10, 2020.	Article 16:Implementation and Revision 1. With respect to the company’s acquisition or disposal of assets that is subject tothe approval of the board of directors under the company's procedures or other laws or regulations~~(the same applies when the~~ ~~procedures are amended),~~if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit thedirector's dissenting opinion to each supervisor. ~~Where the position of the independent~~ ~~director has been created, when a~~ ~~transaction involving the acquisition or~~ ~~disposal of assets is submitted for~~ ~~discussion by the board of directors~~ ~~pursuant to the preceding paragraph, the~~ ~~board of directors shall take into full~~ ~~consideration~~ ~~each~~ ~~independent~~ ~~director's opinions. If an independent~~ ~~director~~ ~~objects~~ ~~to~~ ~~or~~ ~~expresses~~ ~~reservations about any matter, it shall be~~ ~~recorded in the minutes of the board of~~ ~~directors.~~ 2. The Procedures has been approved to the shareholders’ meeting onJune 13, 2019.	As the above mentioned

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`【` Attachment V `】`

Zero One Technology Company Limited Comparison Table for the Procedures for Endorsement & Guarantee

	After the Revision		Before the Revision	Explanation for edition
	Article 1`：`Purpose In order to improve financial management of the company's related endorsement and guarantees, and decrease operational risks, this operation procedure was established in accordance with Regulations Governing the Acquisition and Disposal of Assets by Public Companies. Any matters, in accordance with the Procedures for Endorsement & Guarantee of the company,which are not provided herein shall be governed by applicable laws and regulations.		Article 1`：`Purpose In order to improve financial management of the company's related endorsement and guarantees, and decrease operational risks, this operation procedure was established in accordance with Regulations Governing the Acquisition and Disposal of Assets by Public Companies~~published by Ministry of~~ ~~Finance.~~ Any matters ~~of~~ ~~this~~ ~~procedures~~which are not provided hereinshall be governed by applicable laws and regulations.	To edit the regulations in consideration of the content of words.
	Article 5`：`Procedures for Making Endorsement and Guarantee I. The Finance Division of the Company shall review the qualification and limits of endorsement and guarantee based on the application by the entity for which the endorsement and guarantee is to be made item by item, and determine whether the amount of the endorsement and guarantee to be made is in compliance with the requirements of the Operating Procedures, and check whether the amount of the endorsement and guarantee to be made is subject to the public announcement and reporting regulation. The Finance Division shall submit the review and assessment report prepared in accordance withArticle VIof the Operating Procures for approval by Chairman and by discussion and approval of Board of Directors. II.(Omitted). III. The Company's internal auditors shall audit the procedures of making endorsements and guarantees and the implementation thereof each quarter and prepare a written audit report accordingly. If there is any material violation of the Operating Procedures, the auditors shall notifyindependent directors and the audit committeeof the Company in writing. IV. (Omitted). V. If the qualification of the entity for which an endorsement or guarantee is made no longer meets the requirements set forth in the		Article 5`：`Procedures for Making Endorsement and Guarantee I. The Finance Division of the Company shall review the qualification and limits of endorsement and guarantee based on the application by the entity for which the endorsement and guarantee is to be made item by item, and determine whether the amount of the endorsement and guarantee to be made is in compliance with the requirements of the Operating Procedures, and check whether the amount of the endorsement and guarantee to be made is subject to the public announcement and reporting regulation. The Finance Division shall submit the review and assessment report prepared in accordance withVIof the Operating Procures for approval by Chairman and by discussion and approval of Board of Directors. II.(Omitted). III. The Company's internal auditors shall audit the procedures of making endorsements and guarantees and the implementation thereof each quarter and prepare a written audit report accordingly. If there is any material violation of the Operating Procedures, the auditors shall notifythe supervisorsof the Company in writing. IV. (Omitted). V. If the qualification of the entity for which an endorsement or guarantee is made no longer meets the requirements set forth in the Operating Procedures, or the	To edit the regulations in consideration of the content of words and to establish an audit committee to replace supervisor to conform to laws and regulations, and delete provisions relating to supervisors.

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Zero One Technology Company Limited Comparison Table for the Procedures for Endorsement & Guarantee

	After the Revision	Before the Revision	Explanation for edition
Operating Procedures, or the amount of endorsements and guarantees made exceeds the limits set forth in the Operating Procedures as a result of changes of the basis of calculating the limits, the Finance Division of the Company shall prepare corrective plans for the endorsement and guarantee made to the entity which is no longer qualified or the amount in excess of the limits for the Chairman's approval and to correct all such issues within a specified period. The Finance Division of the Company shall also submit such corrective plans toindependent directors and the audit committee of the Company. VI.(Omitted).		amount of endorsements and guarantees made exceeds the limits set forth in the Operating Procedures as a result of changes of the basis of calculating the limits, the Finance Division of the Company shall prepare corrective plans for the endorsement and guarantee made to the entity which is no longer qualified or the amount in excess of the limits for the Chairman's approval and to correct all such issues within a specified period. The Finance Division of the Company shall also submit such corrective plans tosupervisorsof the Company. VI.(Omitted).
Article 8`：`Authorization Level I.When the Company intends to make endorsements or guarantees for others, it shall make application and evaluation through appropriate procedures to determine whether such endorsements/guarantees are in compliance with the Procedures, then submit the results of the evaluation to the Board of Directors for its approval(Note`：`Where the company has appointed independent directors, when it loans funds to others, it shall take into full consideration each independent director's opinions for discussion by Board of Directors; if independent directors' opinions specifically express assent or dissent and their reasons for dissent, it shall be included in the minutes of the board of directors'meeting). When making a guarantee for an overseas company, a public company shall have the Guarantee Agreement signed by a person authorized by the board of directors. II.(Omitted)		Article 8`：`Authorization Level I.When the Company intends to make endorsements or guarantees for others, it shall make application and evaluation through appropriate procedures to determine whether such endorsements/guarantees are in compliance with the Procedures, then submit the results of the evaluation to the Board of Directors for its approval(Note`：`Where the company has appointed independent directors, when it loans funds to others, it shall take into full consideration each independent director's opinions for discussion by Board of Directors; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors'meeting). When making a guarantee for an overseas company, a public company shall have the Guarantee Agreement signed by a person authorized by the board of directors. II.(Omitted)	To edit the regulations by statute.

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Zero One Technology Company Limited Comparison Table for the Procedures for Endorsement & Guarantee

Explanation for
After the Revision Before the Revision edition
Article 10 ： The Procedure for Public Article 10 ： The Procedure for Public To edit the Announcement and Declaration Announcement and Declaration regulations by I. The company shall report the I. The company shall report the statute. balance of endorsements and balance of endorsements and guarantees in the previous month by guarantees in the previous month by the 10th day of the following month the 10th day of the following month together with the amount of sales together with the amount of sales revenue for monthly public revenue for monthly public announcement and reporting within announcement and reporting within the required time period according to the required time period according to applicable regulations. applicable regulations.
II.when the amount of endorsements II.when the amount of endorsements and guarantees reaches any of the and guarantees reaches any of the following thresholds, the company following thresholds, the company shall make the public announcement shall make the public announcement and reporting within two days and reporting within two days commencing from the date of commencing from the date of occurrence of such event: occurrence of such event:
(1)-(2):(Omitted). (1)-(2):(Omitted). (3) The balance of endorsements (3) The balance of endorsements and guarantees made by the and guarantees made by the Company and its Subsidiaries to Company and its Subsidiaries to a single enterprise reaches NT$ a single enterprise reaches NT$ 10 million or more and the 10 million or more and the aggregate amount of aggregate amount of endorsements and guarantees endorsements and guarantees for, book value of investment for, book value of long-term accounted for using equity investment in, and balance of method in, and balance of loans loans to such enterprise reaches to such enterprise reaches 30 30 percent or more of the percent or more of the Company's net worth as stated in Company's net worth as stated in the Company's latest financial the Company's latest financial statements. statements.
(4):(Omitted). (4):(Omitted).
The Company shall announce and The Company shall announce and report on behalf of any subsidiary of report on behalf of any subsidiary of the Company that is not a public the Company that is not a public company of the Republic of China company of the Republic of China any matters that such subsidiary is any matters that such subsidiary is required to announce and report required to announce and report according to the requirements according to the requirements specified in Subparagraph 4 of the specified in Subparagraph 4 of the preceding paragraph. preceding paragraph.
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Zero One Technology Company Limited Comparison Table for the Procedures for Endorsement & Guarantee

After the Revision	Before the Revision	Explanation for edition
Article 12`：`Other Matters I. The company shalladopt or amend this procedure by the approval of one-half or more of all audit committee members, and furthermore shall be submitted for a resolution by the board of directors, and then report it to the shareholders’ meeting for approval. If the approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the Operational Procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting,then report it to the shareholders’meeting for approval. where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion for discussion by the shareholders' meeting. The same shall apply to any amendments to the Procedures. II. These procedures were approved by the shareholders’ meeting onJune 10, 2020.	Article 12`：`Other Matters I. After these operational procedures approved by the board of directors, submited to each supervisor and submited them for approval by the shareholders'meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to each supervisor and for discussion by the shareholders'meeting. The same shall apply to any amendments to the Procedures. II. These procedures were approved by the shareholders’ meeting onJune 13, 2013.	1. To add the regulations by statute, and to establish an audit committee to replace supervisor to conform to laws and regulations, and delete provisions relating to supervisors. 2. To add a new date of the amendment.

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`【` Attachment VI `】`

Zero One Technology Company Limited Comparison Table for the Procedures for Lending Funds to Other Parties

	After the Revision		Before the Revision	Explanation for edition
	Article 3`：`Due to credit risks, funds shall not be lent to a company or business with business relationships with the Company,loans may be granted due to short-term financing need only under one of the following circumstances:`：` I.-III.:(Omitted).		Article 3`：`As funds shall not be lent to a company or business with business relationships with the Company,due to credit risks, loans may be granted due to short-term financing need only under one of the following circumstances:`：` I.-III.:(Omitted).	To edit the regulations in consideration of the content of words.
	Article 4`：`The aggregate amount of loans and the maximum amount permitted to a single Borrower I. Where the total balance amount of the loaning fund of the company to others shall not reach more than 20% of the net worth of the company indicated in the latest financial statement, which is reviewed or audited by CPA. II.(Omitted). III. the accumulated and individual amount of inter-company loan of funds between foreign companies in which the Company holds, directly or indirectly,100% of the voting shares, the funds are lent to a company or business with short- term financing need, the accumulated total of such loans shall not exceed 100% of the net worth on recent financial statements of the lender.		Article 4`：`The aggregate amount of loans and the maximum amount permitted to a single Borrower I. Where the total balance amount of the loaning fund of the company to others shall not reach more than 20% of the net worth of the company indicated in the latest financial statement, which is reviewed or audited by CPA. II.(Omitted). III. the accumulated and individual amount of inter-company loan of funds between foreign companies in which the Company holds, directly or indirectly, the accumulated total of such loans shall not exceed 100% of the net worth on recent financial statements of the lender. ~~The company’s financial reports are~~ ~~prepared according to the International~~ ~~Financial Reporting Standards,"net~~ ~~worth" in these Regulations means the~~ ~~balance sheet equity attributable to the~~ ~~owners of the parent company under~~ ~~the~~ ~~Regulations~~ ~~Governing~~ ~~the~~ ~~Preparation of Financial Reports by~~ ~~Securities Issuers.~~	To add the regulations by statute.

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Zero One Technology Company Limited Comparison Table for the Procedures for Lending Funds to Other Parties

After the Revision		Before the Revision	Explanation for edition
Article 5`：`Procedures for handling loans of funds I. Handling Procedures (1)The company shall loan Funds, only after carefully evaluation by divisions-in-charge, submitting it for approval by Chairman and resolving upon by the board of directors. The company shall not empower any other person to make such decision. (Note `：` If Independent directors'opinions specifically express assent or dissent and their reasons for dissent , it shall be included in the minutes of the board of directors' meeting). (2) (Omitted). (3) The public company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all theindependent dirctors and the audit committeein writing of any material violation found. (4)(Omitted). (5) If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds the limit, the company shall adopt rectification plans and submit the rectification plans to all theindependent dirctors and the audit committee, and shall complete the rectification according to the timeframe set out in the plan. II. Review Procedures (1)-(2)(Omitted). (3)When lending funds,the Company shall require the borrower to provide guarantee notes in the same amount of funds lent and if		Article 5`：`Procedures for handling loans of funds I. Handling Procedures (1) The company shall loan Funds~~or~~ ~~lend short-term loans,~~only after carefully evaluation by divisions- in-charge, submitting it for approval by Chairman and resolving upon by the board of directors. The company shall not empower any other person to make such decision. (Note`：`~~Where the~~ ~~company~~ ~~has~~ ~~appointed~~ ~~independent directors, when it~~ ~~loans funds to others, it shall take~~ ~~into~~ ~~full~~ ~~consideration~~ ~~each~~ ~~independent director's opinions for~~ ~~discussion by Board of Directors;~~ independent directors'opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors'meeting). (2) (Omitted). (3) The public company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify allthe supervisors in writing of any material violation found. (4)(Omitted). (5) If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds the limit, the company shall adopt rectification plans and submit the rectification plans to allthe supervisors,and shall complete the rectification according to the timeframe set out in the plan. II. Review Procedures (1)-(2)(Omitted). (3)When lending funds~~or providing~~ ~~short-term financing to others,~~the Company shall require the borrower to provide guarantee notes in the same amount of funds lent and if necessary, shall require	To edit the regulations by statute, and to establish an audit committee to replace supervisor to conform to laws and regulations, and delete provisions relating to supervisors

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Zero One Technology Company Limited Comparison Table for the Procedures for Lending Funds to Other Parties

After the Revision	Before the Revision	Explanation for edition
necessary, shall require the borrower to provide personal property or real property as collaterals and to perfect the liens on the collaterals, and the Company shall evaluate quarterly whether the value of the collateral provided is comparable to the balance of the amount of funds lent and shall demand additional collaterals if necessary. With regards to the aforementioned collateral, if the borrower provides guarantee from individual or corporation with considerable financial capability and credit worthiness as a substitute for the collaterals, the Board of Directors may, referring to the assessment report of the division in charge, consider such guarantee and make a decision ; in the case of corporate guarantee, it is required to review if the guarantor’s articles of incorporation provide that the provision of corporate guarantee is allowed. Loans of funds between the company and its subsidiaries shall be submitted for a resolution by the board of directors pursuant to the preceding paragraph, and the chairperson may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the board of directors, and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down.	the borrower to provide personal property or real property as collaterals and to perfect the liens on the collaterals, and the Company shall evaluate quarterly whether the value of the collateral provided is comparable to the balance of the amount of funds lent and shall demand additional collaterals if necessary. With regards to the aforementioned collateral, if the borrower provides guarantee from individual or corporation with considerable financial capability and credit worthiness as a substitute for the collaterals, the Board of Directors may, referring to the assessment report of the division in charge, consider such guarantee and make a decision ; in the case of corporate guarantee, it is required to review if the guarantor’s articles of incorporation provide that the provision of corporate guarantee is allowed. Loans of funds between the company and its subsidiaries shall be submitted for a resolution by the board of directors pursuant to the preceding paragraph, and the chairperson may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the board of directors, and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down.

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Zero One Technology Company Limited Comparison Table for the Procedures for Lending Funds to Other Parties

	After the Revision	Before the Revision	Explanation for edition
	Article 10`：`Penalty I. If persons-in-charge violates these procedures, sanctions will be imposed on such employee depending upon his/her severity level of such violation in accordance with the working procedures. The record regarding with such violation shall be a reference to annual accessment of personal performance. II.The responsible person of a company who has violated the provisions of Article 2, and paragraph 1 and 2 of Article 3 shall be liable, jointly and severally with the borrower, for the repayment of the loan at issue and for the damages, if any, to company resulted there-from.	Article 10`：`Penalty If persons-in-charge violates these procedures, sanctions will be imposed on such employee depending upon his/her severity level of such violation in accordance with the working procedures. The record regarding with such violation shall be a reference to annual accessment of personal performance.	To edit and add the regulations by statute.

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Zero One Technology Company Limited Comparison Table for the Procedures for Lending Funds to Other Parties

After the Revision	Before the Revision	Explanation for edition
Article 11`：`Other Matters I. The company shall adopt or amendthis procedure by the approval of one-half or more of all audit committee members, and furthermore shall be submitted for a resolution by the board of directors, and then report it to the shareholders’ meeting for approval. If the approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the Operational Procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting,then report it to the shareholders’ meeting for approval. where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion for discussion by the shareholders'meeting. The same shall apply to any amendments to the Procedures. II. These procedures were approved by the shareholders’ meeting on June 10, 2020.	Article 11`：`Other Matters I. After these operational proceduresapproved by the board of directors, submited to~~each~~ ~~supervisor a~~nd submited them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to each supervisor and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Procedures~~(Note:Where~~ ~~the~~ ~~company~~ ~~has~~ ~~appointed~~ ~~independent directors, when it~~ ~~submits~~ ~~its~~ ~~Operational~~ ~~Procedures for Loaning Funds to~~ ~~Others for discussion by the board~~ ~~of directors under the preceding~~ ~~paragraph, the board of directors~~ ~~shall take into full consideration~~ ~~each~~ ~~independent~~ ~~director's ~~ ~~opinion.~~ ~~If~~ ~~an~~ ~~independent~~ ~~director expresses any dissent or~~ ~~reservation, it shall be noted in the~~ ~~minutes of the board of directors~~ ~~meeting).~~ II. These procedures were approved by the shareholders’ meeting on June 8, 2016.	1. To edit the regulations by statute, and to establish an audit committee to replace supervisor to conform to laws and regulations, and delete provisions relating to supervisors. 2. To add a new date of the amendment.

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`【` Attachment VII `】`

List of Director Candidates

Type	Name	Share Held	Education/ Past Experiences/Current Positions
Director	Chia Hsin Lin	9,523,292	Education`：`Master of Electronics, NCTU Past Experiences `：`Chairman of Zero One Technology Co., Ltd. Current Positions `：`Chairman of Zero One Technology Co., Ltd.
Director	You Mou Chiang	2,642,735	Education`：`Chinese Culture University Past Experiences `：`Director of Zero One Technology Co., Ltd. Current Positions`：`CEO of Zero One Technology Co., Ltd.
Director	Jui Hsu Chen	110,884	Education`：`Department of Management Science of NTCU Past Experiences`：`General Manager and Chief Financial Officer of D-Link Corporation Current Positions `：`Director of Zero One Technology Co., Ltd.
Director	Asia World Technologies Co., Ltd.	1,042,759	Not applicable
Director	KWAY information Co.	1,322,264	Not applicable
Independent Director	Ming Hsiung Wu	0	Education`：`Electronic engineering and Graduate Institute of Management, NCTU Past Experiences$Current Positions`：`Chairman of Promaster Technology Corp., Prowine co., ltd., and Chairman of Promaster Technology Corp.
Independent Director	Chien Cheng Lin	0	Education`：`Ph.D., Materials, University of Illinois Past Experiences&Current Positions`：` Ph.D., Materials, University of Illinois
Independent Director	Ming Yuan Lin	0	Education`：`MBA, George Washington University, USA/Department of Finance and Taxation, National University of Political Science. Past Experiences&Current Positions `：`Genera manager and founder, Catalyst managemen inc./General Manager and Founder, Catalyst capita group corp.

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10. Appendix

`【` Appendix I `】` Explanation for Dealing Shareholders’ Proposal

The shareholders’ meeting processes the application of the Shareholders’ Proposal, giving a public notice announcing on the Market Observation System, from April 6, 2020 to April 16, 2020. During the given period, the application for dealing shareholders’ proposal was not received.

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`【` Appendix II `】`

Zero One Technology Company Limited Rules of Procedure for Shareholders Meetings

Article 1 The rules of procedures for this Corporation's shareholders’ meetings, except as otherwise provided by law, regulation, or Articles of incorporation, shall be as provided in these Rules.
Article 2 ;The company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. Shareholders attending at shareholders’ meetings shall wear attendance cards.
The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
Article 3 Attendance and voting at shareholders’ meetings shall be calculated based on numbers of shares. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179 of the Company Act.
When the company holds a shareholders’ meeting, it may allow the shareholders to exercise voting rights by electronic and correspondence means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the Meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that Meeting.
Article 4 ;The venue for a shareholders’ meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The Meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the Meeting.
Article 5 ;If a shareholders’ meeting is convened by the board of directors, the Meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall
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appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

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

Article 6 The company appoints its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting. Persons handling affairs of the Meeting shall wear identification cards or badges.

Article 7 The process of the Meeting shall be audio and video recording as preserved for at least 1 year.

Article 8 The chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with paragraph 1 of Article 175 of the company Law of the Republic of China.

If, prior to conclusion of the Meeting, during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the company Law of the Republic of China.

Article 9 ; If a shareholders’ meeting is convened by the board of directors, the Meeting agenda shall be set by the board of directors. The Meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the Meeting adjourned prior to completion of deliberation on the Meeting agenda of the preceding two paragraphs (including extraordinary motions),

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except by a resolution of the shareholders’ meeting.

The shareholders cannot designate any other person as the chairman and continue the Meeting in the same or other place after the Meeting is adjourned. If the chair declares the Meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the Meeting.

Article 10 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

Article 11 Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

Article 12 When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the Meeting.

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

Article 13 After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 14 The chairman may announce to end the discussion of any resolution and go into voting if the chairman deems it appropriate.

Article 15 Vote monitoring and counting personnel for the voting on a proposal shall be appointed

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by the chair, provided that all monitoring personnel shall be shareholders of the company.

At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. The results of the voting shall be announced on-site at the Meeting, and a record made of the vote.

Article 16 When a Meeting is in progress, the chair may announce a break based on time considerations.

Article 17 ;;Except otherwise specified in the company Law of the Republic of China or Articles of Incorporation of the company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.

Article 18 ; When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Article 19 ; The chair may direct the proctors (or security personnel) to help maintain order at the Meeting place. When proctors (or security personnel) help maintain order at the Meeting place, they shall wear an identification card or armband bearing the word "Proctor."

Article 20 In regard to all matters not provided for in the company Law of the Republic of China, and Articles of Incorporation shall govern.

Article 21 ; These Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.

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`【` Appendix III `】`

Zero One Technology Company Limited

Articles of Incorporation Before Edition

Chapter I General Provisions

Article 1 ： The company shall be incorporated under the Company Law of the Republic of China, and its name shall be 零壹科技股份有限公司 in the Chinese language, and Zero One Technology Co., Ltd in the English language.

Article 2 ： The scope of business of the company shall be as follows ：
Design, manufacturing, packaging, selling, consulting and services of electronic information, computer software, hardware, accessories, components, Chinese data processing, and the sale of books of information technology, etc.
CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing.
F401021 Restrained Telecom Radio Frequency Equipments and Materials Import.
G902011 Type II Telecommunications Enterprise
J201030 Technique and Performing Arts Training
ZZ99999 All business items that are not prohibited or restricted by laws and regulations, except for those subject to special approval.

Article 2-1 ： ;The company may act as a guarantor where necessary for the purpose of

carrying out its business, and investment.

Article 3 ： The company shall have its registered head office in Taipei City, where necessary and with a resolution to do so by the board of directors (“Board”), set up branch offices either within or outside the territory of the Republic of China.

Article 4 ： ;(deleted).

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Chapter II Shares

Article 5 ： The total registered capital stock of the company shall be NT$1.5 billion New Taiwan Dollars(including employee stock option that is able to subscribe shares for NT$ 100 million), divided into 150 million shares with a par value of Ten New Taiwan Dollars (NT$10) per share. Regarding the total number of shares of the capital in the preceding paragraph, the Board is authorized to issue such shares by installments subject to practical need, where a portion of the shares may be in the form of ordinary or preferred shares or preferred Shares..
Article 5-1 ： The rights and other important issuance terms of the Company’s preferred shares are as follows:
Any earnings concluded in a fiscal year shall first make up for losses of previous years, right after statutory taxation and accounting adjustment. Any surpluses are subject to provision of legal reserves and special reserves according to the Articles of Incorporation, and the remaining earnings shall be paid to the current year’s preferred shareholders as the respective year’s dividends.
The dividend rate of Preferred Shares is capped at 8% per annum on the issue price. Cash dividends will be distributed annually in arrears. Once the Company’s Audited Financial Reports have been acknowledged in the annual general meeting of the shareholders, the Board shall be authorized to set the payment date for the distribution of the payable preferred share dividends for the previous year. In the year of issuance and redemption, the distribution of the payable dividends shall be calculated based on the actual number of days the Preferred Shares remained outstanding in that year.
The Company has sole discretion on the distribution of preferred share dividends. If after annual audited accounts are prepared, there is no earning or insufficient earning for distributing dividends of Preferred Shares, or if such kind distribution will cause the Company’s capital adequacy ratio to fall below the minimum requirement stipulated by the law or the competent
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authorities, the cancellation of distributing Preferred Share dividends by resolution of the Company will not be deemed as an event of default. If the Preferred Shares issued are specified as non-cumulative, the undistributed dividends or shortfalls in dividends distributed shall not be cumulative and shall cease to accrue and be payable, therefore no deferred payment will be paid in subsequent years where there are earnings.

4.

5.

6.

7.

Except for the dividend prescribed in subparagraph 2 of this Article 5-1, Preferred Shareholders, if holding non-participating preferred shares, are not entitled to participate in the distribution of cash or stock dividends with regard of the Common Shares derived from earnings or capital reserves.

As the company issues new shares by cashes, shareholders of preferred and ordinary shares have similar preemptive rights.

Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, holders of outstanding Preferred Shares are entitled to receive out of assets of the Company available for distribution to stockholders, before any distribution of assets is made to holders of the Common Shares, and after what is made to ordinary creditors. The different types of preferred shares of the Company shall rank pari passu without any preference among themselves and their repayment shall be capped at their respective issue amount, based on the calculation of outstanding preferred shares.

The holders of the Preferred Shares will have voting rights and rights to vote on election of directors and are entitled to be elected as directors and supervisors. Holders of outstanding Preferred Shareholders have mandatory voting rights with respect to agendas that would affect Preferred Shares in Preferred Shareholders’ meetings and in Shareholders’ meetings.

Convertible Preferred Shares issued by the Company may not be converted within 1 year after the date of issuance. The Board is authorized to set the convertible period in the actual issuance terms. Holders of convertible Preferred Shares may, pursuant to the issuance terms, apply for conversion of its shareholding (in whole or in part) to common shares pursuant to the conversion ratio set out in the issuance terms (ratio is 1:1). Upon conversion,

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the converted shares shall have the same rights and obligations as common shares. Dividend distribution at the year of conversion shall be calculated based on the ratio between the actual issuance days and total days of the conversion year, provided, however, that when said shares are converted prior to the ex-dividend date of any given year, the shareholder may not participate in the preferred share dividend distribution of that year and the dividend distribution of the year after, but such shareholder may participate in the distribution of profit and capital reserve to holders of common shares. If the Company issues perpetual Preferred Shares, holders of perpetual Preferred Shares have no right to request redemption of such shares by the Company. In addition, the Company may set redemption date at a date no earlier than the day following the seventh anniversary of the issuance date. The issued Preferred Shares will be entirely or partially redeemed at the actual issue price, and the rights and obligations of the remaining and outstanding Preferred Shares as described in the preceding paragraphs will remain unchanged. Holders of the outstanding Preferred Shares are entitled to receive declared dividends based on the actual days in the redemption year up to the date of redemption should the Company decide to declare dividend for the redemption year.

The preferred shares and converted ordinary shares shall be authorized by the board of directors, which decide stock listed, in the conditions of the company and market.

The Board is authorized to determine the name, issuance date, terms, and relevant matters of the Preferred Shares in accordance with market conditions and investors’ expectation, in accordance with the Company’s Articles of Incorporation and applicable laws and regulations.

Article 6 ： Share affairs shall be handled pursuant to the Regulations Governing the Administration of Shareholder Services of Public Companies, unless specified otherwise by law and securities regulations.

Article 7 ： The Corporation may issue shares without printing share certificate(s). If the

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Corporation decides to print share certificates, which shall be registered stock, for shares issued, the Corporation shall comply with relevant provisions of the Company Law and relevant rules and regulations of the Republic of China.

Article 8 `：` ;(deleted).

Section III Shareholders’ Meeting

Article 9 ： ;Shareholders’ meetings of the company are of two kinds: regular shareholders’ meetings and extraordinary shareholders’ meetings. The regular shareholders’ meeting is called once per year within six months of the close of the fiscal year. Extraordinary shareholders’ meetings may be called in accordance with applicable laws and regulations whenever necessary. Unless otherwise provided by the Company Act, the general meeting of the Members should be convened by the board of directors.

Article 10 `：` ;(deleted).

Article 11 ： ;Except when the shares are restricted shares or are deemed non-voting shares under Article 179 of the Company Act., shareholders of the company shall be entitled to one vote for each share held at the shareholders’ meetings. In case a shareholder is unable to attend a shareholders’ meeting, he/she may grant the appointment of proxy to attend a shareholders’ meeting, in line with Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.
Article 12 ： ;Unless otherwise provided for in the laws and regulations, a meeting of
; ;shareholders shall proceed only if attended by shareholders representing more than one-half of the total outstanding capital stock of the company, passing resolutions of a shareholders’ meeting, with the concurrence of a majority of the votes held by the attending shareholders present at the meeting.

Chapter IV Directors and Supervisors

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Article 13 ： ; The company shall have 7~9 directors and 2~3 supervisors to be elected at the shareholders’ meeting from among the individuals of legal capacity, and eligible for re-election, with the term of three years.
Article 13-1 ： ; Article 13-1 ： The company shall appoint independent directors, not less than two in number and not less than one-fifth of the total number of directors. A candidate nomination system is adopted, and directors and supervisors shall be elected from among the nominees listed in the roster of candidates of directors and supervisors in the shareholders’ meeting. Independent and nonindependent directors shall be elected at the same time, but in separately calculated numbers.

The company shall establish the audit committee, composed of the entire number of independent directors, based on securities and exchange Act. The audit committee or its members shall be responsible for executing the Company Act, securities and exchange Act, and other statute, and the authority of supervisors based on Articles of Incorporation.

The system of supervisors shall be abominated on the statutory date as the audit committee established. The term of elected supervisors shall be terminated by the date of establishment of the audit committee of the company.
Article 13-2 ： In line with business needs, the board of directors shall set up the Audit Committee, a Compensation Committee, and functional committees. Its regulations shall be enacted by the Board of Directors..
Article 14 ： The directors shall constitute the board of directors and shall elect one chairman (and one vice chairman) of the Board from among themselves by a majority at a meeting attended by at least two-thirds of the attending Directors.
Article 15 ： ;The board of directors of the company could be convened in line with the Company Act, in writing or via email or fax, and a meeting notice shall be sent to directors and supervisors.

The directors shall participate in person at the meeting. If a director is unable

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to attend the meeting, he/she shall be entitled to authorize another director to represent him/her at the meeting by executing a power of attorney stating the reason for convening the meeting therein the scope of authorization.

Article 16 ： ; The board of directors is authorized to decide the compensation to all directors and supervisors with reference to suggestions of the Compensation Committee, or at a rate consistent with general practices in the industry. If the company reports a surplus, the company shall distribute the compensation in accordance with Article 19 of Articles of Incorporation.
The company may purchase liability insurance for directors and supervisors with respect to their liabilities on the business scope, resulting from exercising their duties during their terms of occupancy.

Chapter V Managerial Officials

Article 17 ： ;The company shall appoint several managers. The appointment, discharge, and compensation of managers shall be in accordance with decisions resolved by 50% of the directors attending meeting.

Chapter VI Accounting

Article 18 ： ;The fiscal year for the company shall be from January 1 of each year to December 31 of the same year. After the close of each fiscal year, the following reports shall be prepared by the board of directors, audited by supervisors, and submitted to the regular shareholders’ meeting for acceptance:
Business Report;
Financial Statements;
Proposal Concerning Appropriation of Earnings or Covering of Losses.
Article 19 ： According to surplus earnings each year, the company shall set aside no less than 1~15 % of them as compensation for the employees and no more than 3 % of them as compensation for directors and supervisors. If the company has accumulated losses, it shall offset losses.

Surplus earnings each year as mentioned above refer to profits calculated by

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the current year's pre-tax profit before deducting of annual compensation of the employees, directors, and supervisors.

As compensation for the employees, directors, and supervisors shall need the concurrence of at least half of all the directors present at a board of directors meeting attended by at least two-thirds of the directors, and the decision must be announced in the shareholders’ meeting.

Employee compensation mentioned in preceding paragraph shall be distributed in stocks or in cash. The payment shall apply to employees in the controlling company and subsidiaries.

Article 19-1 ： In the event that the company, according to the final settlement, earns profits in a fiscal year, such profits shall first be set aside to pay the applicable taxes, offset losses, set aside for 10 % of legal reserve, and the remaining profits shall be set aside for or reversal of special reserve in accordance with the laws, regulations, or the business requirements. Any further remaining profits shall be distributed for stock dividends of preferred shares, plus unappropriated earnings shall be distributed in accordance with the proposal submitted by the Board, for approval at a shareholders’ meeting.

The distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of distribution as the above mentioned shall be submitted to the shareholders’ meeting.

As the company has had no deficits, the legal reserve and capital surplus in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of them shall be submitted to the shareholders’ meeting.

The company adopts a dividend distribution policy whereby only surplus profits of the Company shall be distributed to shareholders, and considers the impact on the diluted of earning per share and return on equity, according to the company’s capital budget plan, and working capital requirement in the future. Shareholders of the company dividend distribution, of which cash

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dividends shall not be lower than 10% of the total shareholders’ dividends distributed for the same year.

Chapter VII Supplementary Provisions

Article 20 ： ;In regard to all matters not provided for in these Articles of Incorporation shall govern.

Article 21 ： ;Articles of Incorporation were enacted on June 9, 1980. The 1st amendment was made on March 10, 1982. The 2nd amendment was made on April 18, 1982. The 3rd amendment was made on Octobor 10, 1983. The 4th amendment was made on May 14, 1985. The 5th amendment was made on Octobor 30, 1986. The 6th amendment was made on December 15, 1989. The 7th amendment was made on August 21, 1990. The 8th amendment was made on June 29, 1995. The 9th amendment was made on February 1, 1996. The 10th amendment was made on June 26, 1997. The 11th amendment was made on November 7, 1997. The 12th amendment was made on June 18, 1998. The 13th amendment was made on June 15, 1999. The 14th amendment was made on May 22, 2000. The 15th amendment was made on May 10, 2001. The 16th amendment was made on May 14, 2002. The 17th amendment was made on June 25, 2003. The 18th amendment was made on June 15, 2004. The 19th amendment was made on June 14, 2005. The 20th amendment was made on June 14, 2006. The 21st amendment was made on June 13, 2007. The 22nd amendment was made on June 10, 2009. The 23rd amendment was made on June 14, 2010. The 24th amendment was made on June 15, 2012. The 25th amendment was made on June 8, 2016. The 26th amendment was made on June 13, 2019.

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`【` Appendix IV `】`

Zero One Technology Company Limited

Rules for Election of Directors

Article 1 Elections of directors of the company shall be conducted in accordance with these rules.
Article 2 The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors or supervisors to be elected, and may be cast for a single candidate or split among multiple candidates.
Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in the Company Act, with voting rights separately calculated for independent and non-independent director positions.
Article 3 Directors of the company to be elected at the shareholders meeting from among the candidate list. Those receiving ballots representing the highest numbers of voting rights will be elected as directors sequentially according to their respective numbers of votes, which shall be as specified in this Corporation's articles of incorporation. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 4 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.
Article 5 The ballot box used for voting shall be prepared by this Company and checked in public
by the person to check the ballots before voting.
Article 6 A ballot shall be printed as well as issued by the company, numbered according to the meeting attendance card number and the corresponding number of votes shall be noted on the ballot.
Article 7 Only one candidate’s name may be filled in on each ballot. To vote for a candidate who is a shareholder, a voter shall clearly fill in the candidate's account name and shareholder account number in the "Candidate" space on the ballot; for a candidate who is not a shareholder, the voter shall clearly fill in the candidate's name and national ID number or passport number. However, if a candidate is a government agency
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or juristic person shareholder, the name of the government agency or juristic person shareholder, or the name of the government agency or juristic person shareholder together with the name of its representative, shall be clearly filled in in the "Candidate" space on the ballot. When there are multiple representatives, the names of each respective representative shall be filled.

Article 8 A ballot shall be construed as null and void under the following conditions:

The elector has failed to use the ballot prepared by the board of directors.
Blank ballots not completed by the voter.
The writing is unclear and illegible.
If the candidate is a shareholder of the Company, the name or shareholder’s number of the candidate filled in the ballot is inconsistent with the shareholders’ register. If the candidate is not a shareholder of this Company, the name or ID number of the candidate filled in the ballot is incorrect.
Ballots with other written characters in addition to candidate’s name, shareholder’s number (ID number) and the number of votes cast for the candidate.
The name of the candidates filled in the ballots being the same as another candidate’s name and the respective shareholder’s numbers (ID numbers) not being indicated to distinguish them.
The names of two or more candidates are filled in on the same ballot.
Article 9 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site of the shareholders’ meeting.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 10 The company shall issue a notice of election to each elected director.

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Article 11 (deleted).

Article 12 All matters not covered by these Rules shall be subject to the Company Act, and the company's Articles of Incorporation, any other applicable laws or regulations.

Article 13 These Rules and any revision thereof shall become effective after approval at the shareholders' meeting.

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`【` Appendix V `】`

Zero One Technology Company Limited

Regulations Governing the Acquisition and Disposal of Assets Before Revision

Article 1 Purpose

Disposal procedures hereto are stipulated for the purpose of asset guarantee and complete information publication.

Article 2 Legal Basis

The procedures are set forth in accordance with provisions of Article 36-1 of the Securities and Exchange Act, “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, as released by Financial Supervisory Commission(“FSC”).

Article 3 “Assets” as used herein should mean：
Securities investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities, etc.
Real property (including land, houses and buildings, investment property, rights to use land, and construction enterprise inventory) and equipment.
Memberships.
Intangible assets：Patents, copyrights, trademarks, franchise rights, and other
Right-of-use assets
Derivatives.
Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
Other major assets.
Article 4 Limits of amounts in acquisition of non-operating related real estate and right-of-use assets The above assets’ limitation of amounts of the company thereof are as follows：
1.;The acquisition of real estate for non-operating purpose and right-of-use assets should not exceed 10% of the company’s net worth.
2.;The total amount of security investments by the company shall not exceed 40% of the company’s paid-in capital (not including assets that belongs to the bond fund of profit stability and 100% principal guaranteed fund).
3.;The amount of investment in each respective security should not exceed 20% of the company’s net worth.
Article 5 Professional appraisers and their officers, CPA, attorneys, and securities underwriters that provide the company with appraisal reports, CPA's opinions, attorney's opinions, or underwriter's opinions shall not be a related party or the de facto related parties of any party to the transaction.
Article 6[Procedures for acquisition or disposal of real estate or its right-of-use assets are as follows][：] 1. Evaluation and operating procedures Acquisition or disposal of real estate, or equipment, or right-of-use assets shall follow the company’s internal control procedures of fixed assets.
Determination procedures of conditions of the transaction and level of authorization. (1)The transaction price of acquisition or disposal of real estate shall reference the publicly announced value, appraised price, and actual transaction price in neighboring area to determine conditions and price, and an analytical repot shall be made and submitted to
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the chairman. Where each transaction prices are under NT$ 20 million, approval from the chairman and the matter for discussion of the next board of directors shall be reported. and as it exceeds NT$ 20 million, a resolution of the board of directors shall be obtained.

(2)The transaction price of acquisition or disposal of equipment or right-of-use assets shall be determined either by price quotation, price comparison, price negotiation or tender, and final transaction price under NT$ 50 million shall be approved in accordance with the level of authorization. Where each transaction price exceeds NT$ 50 million, approval from the chairman and a resolution of the board of directors shall be obtained.
Execution department
Where the company acquires or disposes real estate or equipment, or right-of-use assets, appropriate approval shall be obtained in accordance with the level of authorization, as well as responsible and management department shall execute accordingly.
Appraisal report of real estate or equipment, or right-of-use assets
In acquiring or disposing real estate or equipment, or right-of-use assets where the transaction price reaches 20% of the company's paid-in capital or NT$300 million or more, the company shall obtain an appraisal report prior to the date of occurrence from a professional appraiser and shall further comply with the following provisions, except trading with a domestic government agency, contracting third parties to build on the land owned or rented by the company, or acquiring or disposing of machinery and equipment or right-ofuse assets for operating purposes：
(1)Where due to special circumstances and it is necessary to give a restricted price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval from the board of directors in advance, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.
(2)Where the transaction price equals to or exceeds NT$1 billion, appraisals from two or more professional appraisers shall be obtained.
(3)Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, except the actual acquisition price is lower than the appraised price or the actual disposal price is higher than the appraised price, a CPA shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price ：
- A. The difference between the appraised price and the actual transaction price equals to or exceeds 20% of the transaction price.
B. The difference between the appraised prices of two or more professional
appraisers equal to or exceeds 10 % of the transaction price.
(4)Where a professional appraisal is conducted prior to the contract date, the appraisal report should have been issued within 3 months of the contract date. However, if the object’s publicly announced value is still the same and the appraisal report, and the report was issued no longer than 6 months, then the original professional appraiser may provide opinions. Where the company acquires or disposes assets through court auction, the certificate issued by the court can be used to replace appraisal report or CPA opinions.
(5)Where the company acquires or disposes assets through court auction, the certificate issued by the court can be used to replace appraisal report or CPA opinions.
(6) The transaction prices as mentioned in this Article Shall follow the regulations of Article 13, paragraph 1.
Article 7[Procedures for acquisition or disposal of securities investment are as follows][：]
Evaluation and operating procedures
Acquisition or disposal of securities investment shall follow the company’s internal control procedures of investment.
Determination procedures of conditions of the transaction and level of authorization.
(1) When acquiring the negotiable securities that are traded at stock exchanges or securities
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dealers, it shall be approved by the chairman, as its amount is under NT$ 50 million. However, if its amount exceeds the limit, a resolution of the board of directors shall be obtained.

(2)When acquiring or disposing securities that are not traded at stock exchanges or securities dealers, the company shall factor in the net value per share, technical analysis, profitability, and future potential of such securities as well as the market interest rate, coupon rate, debt credit rating, and recent transaction price upon acquisition or disposal.
- For securities investment mentioned above, it shall be approved by the chairman, as its amount is under NT$ 50 million. However, if its amount exceeds the limit, a resolution of the board of directors shall be obtained.
Execution department
Where the company acquires or disposes securities investment, appropriate approval shall be obtained in accordance with the level of authorization and financial department shall execute accordingly.
4.:Obtaining an expert opinion
(1)In acquiring or disposing securities where the transaction price, as referred to audited or reviewed financial statements by CPA, reaches 20% of the company’s paid-in capital or exceeds NT$300 million, opinions regarding the transaction price from CPA shall be obtained prior to the date of occurrence. Where CPA’s opinion is based on the professional opinions, it shall be prepared in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. Where the transaction price is available in the open market or otherwise regulated by the Financial Supervisory Commission (“SFC”), the limitation shall not apply.
(2)Where the company acquires or disposes assets through court auction, the certificate issued by the court can be used to replace appraisal report or CPA’s opinions.
(3)The transaction prices as mentioned in this Article Shall follow the regulations of Article 13, paragraph 1.
Article 8 The related party transactions for acquisition and disposal of real estate.
1.When the company engages in any acquisition or disposal of assets from or to a related party, in addition to the procedures set forth in Article 6 and 7, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with Article 6 and 7.
2.Evaluation and operating procedures
When the company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company’s following matters shall be approved by the board of directors and recognized by the supervisors, and then the company is allowed to sign the transaction contract and pay ：
(1)The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
(2)The reason for choosing the related party as a trading counterparty.
(3)With respect to the acquisition of real property or right-of-use assets from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with paragraph 13, subparagraph 1 and 4.
(4)The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the company and the related party.
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(5)Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
(6)An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding Article.
(7)Restrictive covenants and other important stipulations associated with the transaction.

The calculation of the transaction amounts referred to in the preceding paragraph shall be approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount.

The real property or its right-of-use assets, or the real property right-of-use assets for business use are acquired or disposed by the company with its parent, subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to Article 6, paragraph 2, subparagraph 2 delegate the chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors.

If the position of the independent director has been created, when a matter is submitted for discussion by the board of directors pursuant to paragraph 1, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

Evaluation of the reasonableness of the transaction costs
(1)The company that acquires real property or its right-of-use assets from a related party shall evaluate the reasonableness of the transaction costs by the following means ：
- A. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
- B. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties.
(2) Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.
(3) The company that acquires real property or its right-of-use assets from a related party and appraises the cost of the real property or its right-of-use assets in accordance with paragraph 3, subparagraph 1 and 2 of this Article shall also engage a CPA to check the appraisal and render a specific opinion.
(4) When the related Party Transactions for acquisition of real property or its right-of-use assets conducted in accordance with paragraph 3, subparagraph 1 and 2 of this Article are uniformly lower than the transaction price, the matter shall be handled in compliance with paragraph 3, subparagraph 5 of this Article. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness
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from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply ：

A. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions ：
- (a)Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
- (b)Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices.
- (c)Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices.
B. Where the company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Where the recent transactions for neighboring or closely valued parcels of land mentioned in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within one year refers to one year from the actual date of acquisition of the real estate.
(5)When the appraised values of real estate or its right-of-use assets acquired by the company from related parties according to paragraph 3, subparagraph 1 and 2 of this Article is lower than the transaction price, the situation shall be handled in the following manner. Moreover, if the company uses the equity method to account for its investment in another company and sets aside a special reserve according to the above provision, it may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.
A. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of “Securities and Exchange Act” against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the company uses the equity method to account for its investment in another public company, then the special reserve called for under Article 41, paragraph 1 of “Securities and Exchange Act” shall be set aside pro rata in a proportion consistent with the share of the company's equity stake in the other company.
B. Supervisors shall comply with Article 218 of the Company Act.
C. Actions taken pursuant to paragraph 3, subparagraph 5, A. and B., of this Article shall be reported to the shareholders’ meeting, and the details of the transaction shall be
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disclosed in the annual report and any investment prospectus.

(6)Where the company acquires real property or its right-of-use assets from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the provisions about accessing and operating procedures of paragraph 1 and 2 of this Article, while subparagraph 1, 2 and 3 of paragraph 3 of this Article shall not apply ：
A. The related party acquired the real estate or its right-of-use assets through inheritance or as a gift.
B. More than five years had elapsed from the time the related party signed the contract to obtain the real estate or its right-of-use assets to the signing date for the current transaction.
C. The real property is acquired through signing of a joint development contract, building on the land owned or rented by the company with the related party.
D. The real property right-of-use assets for business use are acquired by the company with its parent, subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital
(7)Where the company obtains real property or its right-of-use assets from a related party, it shall also comply with the provisions set forth in the subparagraph 5 of paragraph 3 of this Article, if there is other evidence indicating that the acquisition was not an arm’s length transaction.

Article 9 Procedures for acquisition or disposal of membership or intangible assets or right-of-use assets are as follows ：

Evaluation and operating procedures
Acquisition or disposal of membership or intangible assets or right-of-use assets regarding with evaluation and operating procedures shall follow the company’s internal control procedures of asset management.
Determination procedures of conditions of the transaction and level of authorization. (1)The transaction price of acquisition or disposal of membership shall refer to the market value, terms and conditions and transaction price and a report shall be prepared for submission to the chairman. Where the transaction price exceeds NT$1 million, approval from the chairman shall be obtained, and the matter for discussion of the board of directors shall be reported. If the transaction price exceeds NT$1 million, a resolution of the board of directors shall be obtained.
(2)The transaction price of acquisition or disposal of intangible assets or right-of-use assets shall refer to professional opinion or the market value, terms and conditions and transaction price and a report shall be prepared for submission to the chairman. Where the transaction price exceeds 3% of the company’s paid-in capital or under NT$20 million, approval from the chairman shall be obtained, and the matter for discussion of the board of directors shall be reported. If the transaction price exceeds NT$20 million, a resolution of the board of directors shall be obtained.
(3)With respect to the company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. Where the position of the independent director has been created, when a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors’ meeting.
Execution Where the company acquires or disposes membership or intangible assets or rightof-use assets, appropriate approval shall be obtained in accordance with the level of
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authorization and responsible, as well as financial and management departments shall execute accordingly.

Professionals’ opinions about membership and intangible assets shall be reported under the following circumstances:
- (1)The transaction price of acquiring or disposal of membership reaches 1% of the company’s paid-in capital or above NT$3 million.
- (2)The transaction price of acquiring or disposal of intangible assets or right-of-use assets reaches 5% of the company’s paid-in capital or above NT$20 million.
- (3)Where the transaction price of acquiring or disposing membership or intangible assets or right-of-use assets reaches 20% of the company’s paid-in capital or exceeds NT$300 million, CPA’s opinion, in compliance with the Provisions of Statement of Auditing Standards No. 20 published by the ARDF, shall be obtained prior to the date of Occurrence, except for transactions with the domestic governmental sector..
Article 10 Procedures for acquisition or disposal of Claims of financial institutions.
In principle, the company does not conduct any trading regarding acquisition or disposal of claims of financial institutions. Where the trading is intended in the future, relevant operating procedures shall be approved and resolved these procedures by the board of directors.

Article 11 Procedures for acquisition or disposal of financial derivatives are as follows

Trading principles and strategies
(1)Types of instrument
- A. Financial derivatives referred herein are broadly defined as instruments that derive their value from the performance of forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives.
- B. Claims of financial institutions shall be conducted in accordance with the procedures set forth, but transactions for the repurchase agreement shall not apply.
(2)Strategies
- Financial derivatives are mainly used for hedging purpose and the selection of instruments shall correlate or associate with the business operation. In order to reduce the overall currency exposures and hedging cost, the currency of the position held shall be the same as the one used for business activities, and the position of the currency (account receivable and payable in foreign currency) shall be balanced. The transaction of specific purpose shall be evaluated carefully, as well as prior approval and a resolution of the board of directors shall be obtained.
(3)Authorization and delegation
- A. Trader
  - (a)To establish financial derivative strategies for the company.
  - (b)To evaluate holding of the positions every two week periodically, establish trading strategies based on the judgment of the market intelligence and submit for approval.
  - (c)To execute the trading in accordance with the level of authorization.
  - (d)Shall material incident occur in the financial market and existing strategies is no longer applicable, new trading strategies shall be proposed and used as the basis for trading upon approval from the chairman.
- B. Accountant
  - (a)Confirmation of transactions executed.
  - (b)To verify if transactions respond to level of authority and strategies.
(c)To valuate financial derivatives every month, and submit a report to the
chairman.
```
 - (d)Bookkeeping handling.
```
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(e)To conduct a report and declaration in accordance to FSC.
C. Settlement ： To execute the settlement.
D. Level of approval
(a)Level of each transaction of hedging purpose shall be approved by the chairman.
(b)Transaction of other purposes shall only be preceded upon approval from the board of directors.
(c)With respect to the company’s acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. Where the position of the independent director has been created in accordance with the provisions of the Act, when a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
E. Internal Audit

Internal audit shall be aware of the adequacy of the derivative transaction on a periodic basis and should issue monthly audit report based on the compliance of the derivative transaction. Shall there be any material violation; a written notice shall be sent to the board of directors.

(4)Performance Evaluation
A. Trading with hedging purpose
- (a)The evaluation basis is the profit/loss between cost of the currency on the book and derivative transaction.
- (b)To fully comprehend the risks of evaluation, the company shall conduct evaluation based on the monthly closing.
- (c)The Finance department shall provide evaluation of the foreign currency based position, the market trend and analysis of foreign currency to the president for their review.
B. Trading with specific purpose

The evaluation shall be conducted based on the actual profit/loss and the Finance personnel shall prepare financial statements based on the position held for management’s review on a periodic basis.

(5)Total transaction amount, and the maximum limit of loss
A. The Contract Amount
- (a)Transaction amount for hedging purpose

The Finance Department shall be in control of the currency based position to avoid any transaction risks. The transaction amount for hedging purpose shall not exceed the internal currency based position within the company (the difference between foreign currency based current asset and foreign currency based liabilities). The chairman’s approval is required if the transaction amount exceeded the aforementioned limit.

(b)Transaction for specific purpose

Based on the observation of the market, the Finance Department shall prepare responsive strategies for review and approval from the president and chairman. When the net accumulative contract amount of the transaction for specific purpose exceeds US$ 10 Million, an instruction for the transaction of board of directors shall be approved.

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- B. Maximum Limit of Loss
  - (a)The purpose of hedging is to avoid risks and the total aggregated loss amount of transactions based on hedging purpose shall not exceed US$500,000.
  - (b)The loss of transactions based on specific purpose shall not exceed US$100,000, or 5% of amounts of transactions. If the loss amount exceeds the limit, the responsible persons shall be notified and responsive actions shall be discussed in the meeting.
  - (c)Loss amount per individual contract shall not exceed US$20,000, or 5% of amounts of transactions.
  - (d)Total annual aggregated loss amount of transaction based on specific purpose shall not exceed US$300,000.
Measures of Risk management
(1)Credit risk control
As every factor varied in the markets will induce risks of derivatives, measures of risk management shall be conducted as follows ：
- A. Counterparty ： Well-known domestic and overseas financial institutions.
- B. Trading Instruments ： Financial instruments offered by the above mentioned financial institutions.
- C. Transaction amounts ： The transaction amounts without written-off of the same
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- parties shall not exceed 10% of the total authorized amounts, except having the approval by the chairman.
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(2)Market risk control
- Primarily the open currency market provided by the banks, excluding the option market.
(3)Liquidity risk control
- To ensure liquidity, financial instruments with high liquidity shall be chosen(as the position of financial instruments shall be balanced over any time zone in the markets) and financial institutions responsible for trading shall provide sufficient information and have the capability to trade in any markets over any time zone.
(4)Cash-Flow risk control
- To maintain stable turnover of the working capital of the company, the source of the capital for derivative transaction shall be self funded, and the transaction shall take future capital needs for 3 months into consideration.
(5)Operating risk control
- A. To comply with the authorized amount, procedures and internal audit processes.
- B. Different personnel shall be assigned for trading, confirmation and settlement.
- C. Personnel who is in charge of risk evaluation, monitoring and controlling shall not be in same department as those described in the preceding paragraph, and reporting shall be made to the board of directors or the management who is not responsible for trading or determination of position.
- D. The position held under the derivative trading shall be evaluated once a week, while transaction associated with hedging purpose shall be evaluated twice per month, and the evaluation reports shall be submitted to the management authorized by the board of directors.
(6)Financial instrument risk control
- Personnel, who is in charge of the trading, shall have sufficient knowledge and professional skills of the financial instrument and shall request the banks to fully disclose associated risks, lest financial instrument risk is misled.
(7)Legal risk control
- Any documents with financial institutions can only be signed after reviewing by the legal department or legal counsels.
Internal audit system
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The company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, all supervisors shall be notified in writing.

Auditing principle by the board of directors
- (1)The board of directors shall assign the management to constantly monitor and control the risks of derivative transaction with the following principles:
  - A. To conduct periodic review and check if the risk management measures are adequate and in compliance with the internal procedures.
  - B. To monitor the trading and its performance. Shall there be any material event, the board of directors shall be informed and necessary actions shall be taken. If the company has had independent directors, they shall submit opinions and attend the board of directors.
- (2)To check if the performance meets the business strategy and to determine if the risks are within the corporate tolerance level periodically.
- (3)Derivative transaction shall be conducted in accordance with the Article 11 of this regulation and reported to the board of directors afterwards.
- (4)To establish a reference book for derivative transaction with detailed information, including its type, amount, approval date from the board of Directors and evaluation items listed in the subparagraph 1 and 2 of paragraph 4 of this Article.
Article 12 Procedures for mergers, spin-off, acquisition and share transfer are as follows
1.Evaluation and operating procedures
- (1)CPA, attorney, and securities underwriter shall be engaged to schedule project timetable and a task force shall be formed to execute the project according to statutory rules and regulations. Prior to convening the board of directors to resolve on the matter, a CPA, attorney, or securities underwriter shall give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital.
- (2)The company participating in a merger, demerger, or acquisition shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders’ meeting and include it along with the expert opinion referred to in the subparagraph 1 of ;paragraph 1 of this Article when sending shareholders notification of the shareholders’ meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening the shareholders’ meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the shareholders’ meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders’ meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders’ meeting.
2.Others
- (1)The board of Directors meeting date and reporting ： The company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders’ meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is
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notified in advance of extraordinary circumstances and grants consent. The company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent. When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference.

A. Basic identification data for personnel: Including the occupational titles, names, and national ID numbers of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.
B. Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors.
C. Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of the board of directors’ meetings.

The company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report the information set out in subparagraphs 1 and 2 of the preceding paragraph in the prescribed format and via the Internet-based information system.

(2)Non-disclosure commitment ： Every person participating in or privy to the plan for merger, spin-off, acquisition, or share transfer shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, spinoff, acquisition, or transfer of shares.
(3)Pricing principles for transfer or acquisition of shares ： Companies participating in a share transfer shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the shareholders’ meeting. Acquisition or share transfer may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, spin-off, acquisition, or transfer of shares ：
A. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
B. An action, such as a disposal of major assets, that affects the company's financial operations.
C. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
D. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
E. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
F. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
(4) Content of contract ： The contract of the companies participating in the merger,
- spin-off, acquisition, or share transfer, under Article 317-1 of “the Company Act” and Article 22 of Business Mergers and Acquisitions Act, shall also record the followings.
A. Handling of breach of contract.
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B. Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
C. The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
D. The manner of handling changes in the number of participating entities or companies.
E. Preliminary progress schedule for plan execution, and anticipated completion date.
F. Scheduled date for convening the legally mandated shareholders’ meeting if the plan exceeds the deadline without completion, and relevant procedures.
(5)Changes of companies participating in mergers, spin-off, acquisition and share transfer ： after public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders’ meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders’ meeting to resolve on the matter anew.
(6)Where any of the companies participating in a merger, spin-off, acquisition, or share transfer is not the company, the company shall sign an agreement with the counterparty whereby the latter is required to abide by the provisions of paragraph 2, subparagraphs 1 “the board of Director’s meeting date”, subparagraphs 2 “on-disclosure commitment”, and subparagraph 5” changes of companies participating in mergers, spin-off, acquisition and share transfer”.

Article 13 Procedures for public disclosure of information are as follows

Disclosure items and standards
(1)Acquisition or disposal of real property or its right-of-use assets from or to a related party, or acquisition or disposal of assets other than real property or its right-of-use assets from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(2)Merger, demerger, acquisition, or transfer of shares.
(3)Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company.
(4) As for acquisition or disposal of equipment or right-of-use assets thereof held for business use, the trading counterparty is not a related party, and the transaction amount reaches NT$500 million or more.
(5) Where real property is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.
(6) Where an asset transaction other than any of those referred to in the preceding subparagraph 5, assets trading and a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances ：
A. Trading of domestic government bonds.
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B. Trading of bonds under repurchase/resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
Timeline and standards for public disclosure of information
Should acquisition or disposal of assets meet the standards for public disclosure of information, the company needs to file and make public announcement within two days from the date of the event.
Disclosure procedures
(1)The company shall disclose information into the reporting website designated by the FSC in accordance with the statutory regulations.
(2)The company and on behalf of its non-public subsidiaries shall compile monthly reports on the status of derivatives trading up to the end of the preceding month and enter the information in the prescribed format into the reporting website designated by the FSC by the tenth day of each month.
(3)Where an error or omission occurs at the time of public announcement, it is required to correct the error, and all the items shall be publicly announced again, within 2 days form the occurrence.
(4)The company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, reference books, appraisal reports and CPA, attorney, and securities underwriter’s opinions at the company headquarters, where they shall be retained for five years except where another Act provides otherwise.
(5)Where any of the following circumstances occurs with respect to a transaction that the company has already publicly announced and reported in accordance with the following paragraph, a public report of relevant information shall be made on the reporting website designated by the FSC within two days from the date of occurrence ：
- A. Change, termination, or rescission of a contract signed in regard to the original transaction.
- B. The merger, spin-off, acquisition, or share transfer is not completed by the scheduled date set forth in the contract.
- C. Change of the publicly disclosed information.

Article 14 The subsidiaries of the company shall comply with the followings ：

The subsidiaries shall establish the Procedures in accordance with the “Regulation Governing the Acquisition and Disposal of Assets by Public Companies” and obtain approval from the subsidiaries’ board of Directors and its shareholders’ meetings. Where there are amendments to the Procedures, the same approvals shall also be applied.
The subsidiaries shall comply with the provisions set forth in the Procedures, in addition to their own procedures, when acquiring or disposing assets.
The company shall disclose information on behalf of subsidiaries that are not publicly listed in the domestic market, in accordance with “Regulation Governing the Acquisition and Disposal of Assets by Public Companies”.
The paid-in capital or total asset of the company shall be the standard for determining whether or not the company shall disclose information on behalf of a subsidiary in the event of the type of transaction specified therein reaches 20 % of the paid-in capital or 10% of the total asset.

Article 15 Penalties are as follows

Where the employees of the company violate the provisions set forth, appropriate penalties shall be carried out in accordance with the periodic performance evaluation of regulations of the company.

Article 16 Implementation and Revision

With respect to the company’s acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations(the same applies when the procedures are amended), if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's
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dissenting opinion to each supervisor. Where the position of the independent director has been created, when a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors.

The Procedures has been approved to the shareholders’ meeting on June 13, 2019.
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`【` Appendix VI `】`

Zero One Technology Company Limited

The Procedures for Endorsement & Guarantee

Article 1 `：` Purpose

In order to improve financial management of the company's related endorsement and guarantees, and decrease operational risks, this operation procedure was established in accordance with Regulations Governing the Acquisition and Disposal of Assets by Public Companies published by Ministry of Finance. Any matters of this procedures which are not provided herein shall be governed by applicable laws and regulations.

Article 2 `：` Scope

The term "endorsements and guarantees" referred to herein includes:

I. Endorsements and guarantees in connection with financing:
(1)Made for financing in connection with discounts on customer's check.
(2) Endorsements or guarantees made for the financing needs of another company.
(3) Negotiable instruments issued in favor of a non-financial institution as collaterals for the Company's financing purpose.
II. Customs duty endorsements and guarantees:

Endorsements or guarantees made for the Company itself or other companies relating to the customs duties payable by the Company or other companies.

III. Other endorsements and guarantees: Any endorsements or guarantees provided for the purposes outside the scope as mentioned in the preceding two items.

The creation of a pledge or a mortgage over the Company's personal or real property as collateral for the loans borrowed by other companies shall also be governed by the Operating Procedures.

Article 3 `：` Recipients of Endorsements and Guarantees

The Company may only make endorsement/guarantees to subsidiary as referred to in these Regulations shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Where a public company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, such endorsements/guarantees may be made free of the restriction.

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Article 4 ： Limits of Endorsements and Guarantees

I. A limit to a single enterprise `：`

The amount of the endorsements and guarantees made by the Company to a single enterprise shall not exceed 10 percent of the Company's net worth as stated in the Company's latest financial statements; and the same shall apply to the amount of endorsements and guarantees made by the Company and its subsidiaries to a single enterprise.

II. The total amount of the endorsements and guarantees `：`

The total amount of the endorsements and guarantees made by the Company and its subsidiary as a whole shall not exceed 50 percent of the Company's net worth as stated in the Company's latest financial statements; and the same shall apply to the total amount of endorsements and guarantees made by the Company and its subsidiaries as a whole.

Where the company’s financial reports are prepared according to the International Financial Reporting Standards, "net worth" in these Regulations means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 5 ： Procedures for Making Endorsement and Guarantee

I. The Finance Division of the Company shall review the qualification and limits of endorsement and guarantee based on the application by the entity for which the endorsement and guarantee is to be made item by item, and determine whether the amount of the endorsement and guarantee to be made is in compliance with the requirements of the Operating Procedures, and check whether the amount of the endorsement and guarantee to be made is subject to the public announcement and reporting regulation. The Finance Division shall submit the review and assessment report prepared in accordance with VI of the Operating Procures for approval by Chairman and by discussion and approval of Board of Directors.
II. The Finance Division of the Company shall set up a record book for recording matters relating to making endorsements and guarantees by the Company. After it’s approved by Board of Directors and Chairman, the Finance Division shall apply for stamping by the Company seal in accordance with applicable internal rules of the Company, and shall also record the entity for which the endorsement or guarantee is made, amount, date of approval by the Audit Committee, date of approval by the Board of Directors, endorsement or guarantee date, and matters to be carefully evaluated in accordance with Article 6 of the Operating Procedures, for custody of
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the relevant negotiable or agreement, etc.

III. The Company's internal auditors shall audit the procedures of making endorsements and guarantees and the implementation thereof each quarter and prepare a written audit report accordingly. If there is any material violation of the Operating Procedures, the auditors shall notify the supervisors of the Company in writing.
IV. The Finance Division of the Company shall prepare a table listing endorsements and guarantees made or revoked each month in order to facilitate the Company's internal control, tracking, and making public announcement and reporting. The Finance Division of the Company shall also evaluate and record the contingent loss for endorsements and guarantees made, and shall disclose information relating to endorsements and guarantees made by the Company in the Company's financial statements and shall provide relevant information to the Company's auditing CPA.
V. If the qualification of the entity for which an endorsement or guarantee is made no longer meets the requirements set forth in the Operating Procedures, or the amount of endorsements and guarantees made exceeds the limits set forth in the Operating Procedures as a result of changes of the basis of calculating the limits, the Finance Division of the Company shall prepare corrective plans for the endorsement and guarantee made to the entity which is no longer qualified or the amount in excess of the limits for the Chairman's approval and to correct all such issues within a specified period. The Finance Division of the Company shall also submit such corrective plans to supervisors of the Company.
VI. Before the expiring date of the endorsement/guarantee, the Department of Finance shall take the initiative to notify the guaranteed enterprise to take back the guarantee notes retained in the bank or creditor institution, and cancel the endorsement/guarantee related papers and deeds

Article 6 `：` Detailed Review Procedures

When making endorsements and guarantees, the Finance Division of the Company shall review and assess the following matters and prepare an assessment report accordingly:

I. To evaluate the necessity and reasonableness based on the understanding of the relations between the entity for which the endorsement or guarantee is to be made and the Company, the purposes and usages of the money borrowed by such entity, the connection of such entity with the Company's business or the importance of such entity's operations to the Company, together with Company's limits of endorsements
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and guarantees and current balance of the limits.

II. To assess potential risks that might occur by obtaining the annual report, financial statements, and other relevant information of the entity for which the endorsement or guarantee is to be made, and analyzing the operations, financial condition, and credit worthiness of such entity and the source of repayment of its debts.
III.To evaluate the rick on operations, and impact on the financial condition and shareholders' equity of the Company by analyzing the ratio of current balance of endorsements and guarantees to the net worth of the Company, the liquidity and cash flow of the Company, together with the review results under the preceding two paragraphs.
IV.To determine whether it is necessary for the entity for which the endorsement or guarantee is to be made to provide collateral based on the assessment results under the preceding three paragraphs, and to evaluate each quarter whether the value of the collateral provided is comparable to the balance of the amount of endorsements and guarantees made and to demand additional collaterals if necessary.
V. For circumstances in which an entity for which the Company makes any endorsement/guarantee is a subsidiary whose net worth is lower than half of its paidin capital, the Company shall evaluate its operational risks and financial conditions, and report to Chairman.

Article 7 ： Procedures for Managing Endorsements/Guarantees by Subsidiaries

I. Where a subsidiary of the company intends to make endorsements/guarantees for others, the company shall instruct it to formulate its own operational procedures for endorsement and guarantee in compliance with this procedure. Net worth that accounts for the balance amount of making endorsements/guarantees for others shall be calculated based on the subsidiary’s net worth.
II. Subsidiaries of the Company should monthly prepare and report a detailed list of previous month’s endorsements/guarantees to the Company before 5[th] day of each month.
III. When the auditing office of the Company perform the annual audit plan in auditing its subsidiaries, they also have to realize the implementation status of procedures for endorsements/guarantees to other parties by the subsidiaries. If any fault is found the rectifying status shall be tracked continuingly, and a follow-up report shall be made
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and reported to the Chairman.

Article 8 `：` Authorization Level

I. When the Company intends to make endorsements or guarantees for others, it shall make application and evaluation through appropriate procedures to determine whether such endorsements/guarantees are in compliance with the Procedures, then submit the results of the evaluation to the Board of Directors for its approval(Note ： Where the company has appointed independent directors, when it loans funds to others, it shall take into full consideration each independent director's opinions for discussion by Board of Directors; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors' meeting). When making a guarantee for an overseas company, a public company shall have the Guarantee Agreement signed by a person authorized by the board of directors.
II. When the company needs to exceed the limits set out in the Procedures to satisfy its business requirements, provided that the conditions set forth in the Procedures are complied with, the company shall obtain approval from the Board of Directors and over half of all the Directors shall also jointly endorse the potential loss that may be brought about by the exceeding of the limits. The Procedures should be amended accordingly and the amendment should be submitted at the shareholders’ meeting for approval. If the shareholders do not approve, the Company shall adopt a plan to discharge the amount in excess within a given time limit.

Article 9 ： IX.Procedures for Use and Custody of Corporate Seal

I. The Company shall use the corporate seal registered with the Ministry of Economics Affairs as the dedicated stamp for endorsements and guarantees. The dedicated stamp for endorsements and guarantees shall be kept under the custody of a designated custodian approved by the Board of Directors. If there is any change of the custodianfinancial officer and Chairman, the Board of Directors shall approve such change, and the dedicated stamp shall be transferred to the custody of the successor custodian.
II. Before making an endorsement/guarantee for others, the chop may be used to seal or issue negotiable instruments by the Financial Sector only in prescribed procedures.
III. When the Company makes a guarantee for a foreign company, the Company shall have the guarantee letter signed by a person authorized by Chairman.

Article 10 ： The Procedure for Public Announcement and Declaration

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I. The company shall report the balance of endorsements and guarantees in the previous month by the 10th day of the following month together with the amount of sales revenue for monthly public announcement and reporting within the required time period according to applicable regulations.
II. when the amount of endorsements and guarantees reaches any of the following thresholds, the company shall make the public announcement and reporting within two days commencing from the date of occurrence of such event:
(1) The balance of endorsements and guarantees made by the Company and its Subsidiaries reaches 50 percent or more of the Company's net worth as stated in the Company's latest financial statements.
(2) The balance of endorsements and guarantees made by the Company and its Subsidiaries to a single enterprise reaches 20 percent or more of the Company's net worth as stated in the Company's latest financial statements.
(3) The balance of endorsements and guarantees made by the Company and its Subsidiaries to a single enterprise reaches NT$ 10 million or more and the aggregate amount of endorsements and guarantees for, book value of long-term investment in, and balance of loans to such enterprise reaches 30 percent or more of the Company's net worth as stated in the Company's latest financial statements.
(4) The amount of endorsements and guarantees newly made by the Company or its Subsidiaries exceeds NT$ 30 million and reaches 5 percent or more of the Company's net worth as stated in the Company's latest financial statements.

The Company shall announce and report on behalf of any subsidiary of the Company that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report according to the requirements specified in Subparagraph 4 of the preceding paragraph.

Article 11 ： Penalty

If persons-in-charge violates these procedures, sanctions will be imposed on such employee depending upon his/her severity level of such violation in accordance with the working procedures. The record regarding with such violation shall be a reference to annual accessment of personal performance.

Article 12 `：` Other Matters

I. After these operational procedures approved by the board of directors, submited to each supervisor and submited them for approval by the shareholders' meeting;
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where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to each supervisor and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Procedures.

II. These procedures were approved by the shareholders’ meeting on June 13, 2013.
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`【` Appendix VII `】`

Zero One Technology Company Limited

The Procedures for Lending Funds to Other Parties

Article 1 ： The company shall comply with these Regulations when making loans to others.

Article 2 ： The company lends only funds to counterparty whom as an inter-company or inter-firm short-term financing facility is necessary.
The term "short-term" as used in the preceding paragraph means one year.
Article 3 ： As funds shall not be lent to a company or business with business relationships with the Company, due to credit risks, loans may be granted due to short-term financing need only under one of the following circumstances: ：
I. The company's investment company evaluated by the equity method is required to repay bank loans, purchase equipment or business turnover.
II. The company that directly or indirectly holds 50% of the company is required to repay bank loans, purchase equipment or business turnover.
III. The company that directly or indirectly holds 50% of the company's investment needs, and the transfer of the investment industry is related to the company's business, which will help the company's future business development.
Article 4 ： The aggregate amount of loans and the maximum amount permitted to a single Borrower
I. Where the total balance amount of the loaning fund of the company to others shall not reach more than 20% of the net worth of the company indicated in the latest financial statement, which is reviewed or audited by CPA.
II. Where the balance amount of the loaning of funds of the company to one single entity reaches more than 10% of the net worth of the Company indicated in the latest financial statement, which is reviewed or audited by CPA.
III. the accumulated and individual amount of inter-company loan of funds between foreign companies in which the Company holds, the funds are lent to a company or business with short-term financing need, the accumulated total of such loans shall not exceed 100% of the net worth on recent financial statements of the lender.
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The company’s financial reports are prepared according to the International Financial Reporting Standards, "net worth" in these Regulations means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 5 ： Procedures for handling loans of funds

I. Handling Procedures
(1) The company shall loan Funds or lend short-term loans, only after carefully evaluation by divisions-in-charge, submitting it for approval by Chairman and resolving upon by the board of directors. The company shall not empower any other person to make such decision. (Note ： Where the company has appointed independent directors, when it loans funds to others, it shall take into full consideration each independent director's opinions for discussion by Board of Directors; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors' meeting).
(2) The Financial sector shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the board of directors, lending/borrowing date, and matters to be carefully evaluated under paragraph 1 of the preceding Article.
(3) The public company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all the supervisors in writing of any material violation found.
(4) The accounting sector shall prepare a table listing the lending of funds made or revoked each month in order to facilitate the Company's internal control, tracking, and the making of public announcement and reporting. The Finance Division of the Company shall also evaluate and reserve sufficient allowance for bad debts each quarter, and shall disclose information relating to the lending of funds made by the Company in the Company's financial statements and shall provide relevant information to the Company's external auditing CPA.
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(5) If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds the limit, the company shall adopt rectification plans and submit the rectification plans to all the supervisors, and shall complete the rectification according to the timeframe set out in the plan.
II. Review Procedures
(1) The company or enterprise which applies for funds shall provide its relevant financial information and specify its intended usages of funds in writing for the Company's review.
(2) After receiving the application for lending of funds, the Company's division in charge shall investigate and evaluate the necessity and reasonableness of the funding, whether there are direct or indirect business relations between the funding recipient and the Company, the recipient’s financial and operational condition, the recipient’s ability for repayment of indebtedness and its credit worthiness, profitability, and intended usages of funds. The extents of impact of the Company's aggregate amount of funds lent on the Company's operations, financial conditions and shareholders' equity shall also be taken into consideration, and the division in charge shall then prepare a written report based on its evaluation and submit the report to the Board of Directors for review.
(3) When lending funds or providing short-term financing to others, the Company shall require the borrower to provide guarantee notes in the same amount of funds lent and if necessary, shall require the borrower to provide personal property or real property as collaterals and to perfect the liens on the collaterals, and the Company shall evaluate quarterly whether the value of the collateral provided is comparable to the balance of the amount of funds lent and shall demand additional collaterals if necessary. With regards to the aforementioned collateral, if the borrower provides guarantee from individual or corporation with considerable financial capability and credit worthiness as a substitute for the collaterals, the Board of Directors may, referring to the assessment report of the division in charge, consider such guarantee and make a decision ; in the case of corporate guarantee, it is required to review if the guarantor’s articles of incorporation provide that the
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provision of corporate guarantee is allowed.

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

Article 6 ： Duration of loans and calculation of interest

I. The term of each loan extended by the Company shall not exceed one year.
II. The interest rate shall be not less than the Company's highest funding costs. The interest shall be payable monthly; under special circumstances, the Company may adjust the interest rate with the approval of the Board of Directors.
Article 7 ： Subsequent control measures on loaned amount and handling procedure for overview claim
I. After the fund is appropriated for a loan, the financial status, business, relevant credit condition and any changes in the value of the collateral of the borrower and the guarantor shall be monitored and documented by the Financial Management Division constantly. In case of major changes, report shall be submitted to the General Manager and division-in-charge, and shall handle the matter according to the instructions thereof.
II. When the borrower is making a repayment upon or prior to maturity, the interest shall first be calculated and repaid together with the principal, before the cancellation and return of the relevant evidence of claim to the borrow or the cancellation of the mortgage registration.
III. At the maturity of the loan, if the borrower cannot repay the principle and interest in full, the company may make punishment and recourse against the offender as to the collateral or guarantor according to the law.

Article 8 ： The Procedure for Public Announcement and Declaration

I. The Company shall announce and report the loaning fund made by the Company and subsidiaries in the previous month by the 10th day of the
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following month together with the amount of sales revenue for monthly public announcement and reporting within the required time period according to applicable regulations.

II. The company whose loans of funds reach one of the following levels shall announce and report such event within two days from its occurrence. The days from its occurrence indicate the date of contracts signed, repayment, resolution by Board of Directors, or where transaction partners and amounts are assured, which is the former.
(1)Where the balance amount of the loaning fund of the Company and its subsidiaries to others reaches more than 20% of the net worth of the Company indicated in the latest financial statement.
(2)Where the balance amount of the loaning of funds of the Company and its subsidiaries to one single entity reaches more than 10% of the net worth of the Company indicated in the latest financial statement.
(3)Where the newly increased amount of the loaning fund of the Company and its subsidiaries reaches more than NT$ 10 million and reaches more than 2% of the net worth of the Company indicated in the latest financial statement.

Article 9 ： Control procedures on Fund Lending to Subsidiaries

I. If a subsidiary of the Company intends to lend funds to others, the Company shall require its subsidiaries to establish relevant procedures for lending funds in accordance with the Procedure and to comply with such procedure. Net worth that accounts for the balance amount of the loaning of funds shall be calculated based on the subsidiary’s net worth.
II. As a subsidiary of the Company lends loans to others, it shall comply with the procedures for lending funds to other parties, and announces the balance, patners and term of loans of the previous month to the company the 5th date of each month.
III.When the auditing office of the Company perform the annual audit plan in auditing its subsidiaries, they also have to realize the implementation status of procedures for lending funds to other parties by the subsidiaries. If any fault is found the rectifying status shall be tracked continuingly, and a follow-up report shall be made and reported to the Chairman.
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IV.The company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to report to the company, whom shall announce it to the public, pursuant to paragraph 2, section 8.

Article 10 `：` Penalty

Article 11 `：` Other Matters

I. After these operational procedures approved by the board of directors, submited to each supervisor and submited them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to each supervisor and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Procedures(Note:Where the company has appointed independent directors, when it submits its Operational Procedures for Loaning Funds to Others for discussion by the board of directors under the preceding paragraph, the board of directors shall take into full consideration each independent director's opinion. If an independent director expresses any dissent or reservation, it shall be noted in the minutes of the board of directors meeting).
II. These procedures were approved by the shareholders’ meeting on June 8, 2016.
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`【` Appendix VIII `】`

Shareholding of Directors and Supervisors

(1) The paid-up capital of the Company stands at NT$ 1,248,462,120 with 124,846,212 shares.
(2) In compliance with Article 26 of the Securities and Exchange Act, and Article 2 of Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies ：
1.Total minimum number of shares required to be held by the directors ： 8,000,000 shares.
2.Total minimum number of shares required to be held by the supervisors ： 800,000 shares.
(3) As of the book closure date, shareholding information of directors and supervisors was as follows ：

shares. 2. Total minimum number of shares required to be held by the supervisors`：`800,000 shares. (3) As of the book closure date, shareholding information of directors and supervisors was as follows`：`	shares. 2. Total minimum number of shares required to be held by the supervisors`：`800,000 shares. (3) As of the book closure date, shareholding information of directors and supervisors was as follows`：`	shares. 2. Total minimum number of shares required to be held by the supervisors`：`800,000 shares. (3) As of the book closure date, shareholding information of directors and supervisors was as follows`：`	shares. 2. Total minimum number of shares required to be held by the supervisors`：`800,000 shares. (3) As of the book closure date, shareholding information of directors and supervisors was as follows`：`
Date for the shareholders' meeting:2020/06/10
Title	Name	Current Shareholding (Shares)	Current Shareholding(%)
The chairman	Chia Hsin Lin	9,523,292	7.64%
Director	You Mou Chiang	2,642,735	2.12%
Director	Jui Hsu Chen	110,884	0.09%
Director	The representative of Prisma Commerce & Networks, Inc.`：` ChihChiChou	1,042,759	0.84%
Independent Director	Ming Hsiung Wu	0	0.00%
Independent Director	Chien Cheng Lin	0	0.00%
Independent Director	Ming Yuan Lin	0	0.00%
Holdings of all Directors		13,319,670	10.69%
Supervisor	The representative of Kway Information Corporation`：` Cheng CheTseng	1,322,264	1.06%
Supervisor	Yu Chi Lin	512,101	0.41%
Supervisor	Chih Cheng Lo	10,406	0.01%
Holdings of all Supervisors		1,844,771	1.48%
Holdings of all Directors and Supervisors		15,164,441	12.17%

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AI assistant

ZERO ONE — AGM Information 2020

52262_rns_2020-06-24_649598b5-9594-4df8-b24c-0848f6e1ecf0.pdf

2020 Annual Shareholders’ Meeting

Meeting Agenda

Table of Contents

1. Meeting Agenda

2.Report Items

Report No. 1

Explanation:

Report No. 2

Explanation:

ZERO ONE TECHONOLOGY COMPANY LIMITED

Supervisors’ Review Report

Sincerely,

2020 Annual Shareholders’ Meeting

Report No. 3

Explanation:

Report No. 3

Explanation:

3. Matters for Ratification

Explanation:

Explanation:

ZERO ONE TECHONOLOGY COMPANY LIMITED 2019 EARNINGS DISTRIBUTION TABLE

4.Matters for Discussion

Explanation:

Explanation:

Explanation:

Explanation:

5.Elections

Explanation:

6.Other Proposals

Explanation:

7. Extraordinary Motions

8. Adjournment

9. Attachment

【 Attachment I 】

ZERO ONE TECHONOLOGY COMPANY LIMITED 2019 Business Report

(I) 2019 Business Objectives

(II) Implementation Results of Business Plans

1. Financial Status ：

2. Profitability Analysis ：

【 Attachment II 】

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Valuation of allowance for uncollectible accounts

Key Audit Matters

The following audit procedures

Allowance for inventory valuation loss

Key Audit Matters

The following audit procedures

Other Matter

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Deloitte & Touche

Notice to Readers

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Valuation of allowance for uncollectible accounts

Key Audit Matters

The following audit procedures

Allowance for inventory valuation loss

Key Audit Matters

The following audit procedures

ZERO ONE AGM Information 2020

`【` Attachment I `】`

1. Financial Status `：`

2. Profitability Analysis `：`

`【` Attachment II `】`

`【` Attachment III `】`

`【` Attachment IV `】`

`【` Attachment V `】`

`【` Attachment VI `】`

`【` Attachment VII `】`

`【` Appendix I `】` Explanation for Dealing Shareholders’ Proposal

`【` Appendix II `】`

`【` Appendix III `】`

Article 8 `：` ;(deleted).

Article 10 `：` ;(deleted).

`【` Appendix IV `】`

`【` Appendix V `】`

`【` Appendix VI `】`

Article 1 `：` Purpose

Article 2 `：` Scope