ZERO ONE — Annual Report 2020

Aug 12, 2021

CODE ： 3029

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2021 Annual Shareholders’ Meeting Meeting Agenda (Translation)

Date for the shareholders' meeting:2021/05/28 Venue for the shareholders' meeting: 6F., No.35, Ln. 513, Ruiguang Rd., Neihu Dist., Taipei City.

Table of Contents

1.Meeting Agenda………………………………………………………………………1
2. Report Items…………….……………………………………………………………2
3. Matters for Ratification……………………………………………………………5
4. Matters for Discussion………………………………………………………………7
5. Other Business and Special Motion……………………………………………7
6. Adjournment……………………………………………………………………7
7. Attachment
I. 2020 Business Report…………………………………………………………8
II. 2020 Independent Auditors’ Report and Financial Statements……….…10
III. Comparison Table for Articles of Incorporation Before and After
Revision..………………………………..………………………………….. 20
8. Appendix
I. Explanation for Dealing Shareholders’ Proposal……………………24
II. Rules of Procedure for Shareholders Meetings………………………25
III. Articles of Incorporation Before Revision…………………………………30
IV. Shareholding of All Directors………………….….…………….…40

1. Meeting Agenda

Time ： 9:00 a.m., May 28, 2021

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

• I. Call 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 2020.

• (2) Report of 2020 Financial Statements audited by the Audit Committee.

• (3) To report the Company's distribution of 2020 compensation to employees, directors, and supervisors.

• (4) To report the Company's distribution status of cash dividends of 2020 earnings.

• IV. Matters for Ratification

• (1) To accept 2020 Business Report and Financial Statements.

• (2) To approve the proposal for distribution of 2020 earnings.

• V. Matters for Discussion

• (1) Discussion on the amendments to the Articles of Incorporation.

• VI. Adjournment

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2. Report Items

Report No. 1

To report the business of the company in 2020.

Explanation:

The 2020 Business Report refers to Attachment I.

Report No. 2

Report of 2020 Financial Statements audited by the Audit Committee.

Explanation:

The Audit Committee’s review report, as the next page.

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Zero One Technology Co., Ltd.

Audit Committee’s Review Report

The Board of Directors has prepared the company’s 2020 Consolidated , and Parent Company Only Financial Statements. The CPAs of Deloitte & Touche, Chen Ming, Li and Pei Te Chen, were 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 Audit Committee of Zero One Technology Co., Ltd. According to Article 14-4 of Securities and Exchange Act, and Article 219 of the Company Act, we hereby submit this report.

Sincerely,

The 2021 Annual Shareholders’ Meeting

The Audit Committee of Zero One Technology Co., Ltd.

Chairperson : Ming Yuan, Lin

24 February, 2021

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Report No. 3

To report distribution of 2020 compensation to employees, directors, and supervisors.

Explanation:

1. According to Article 19 of Article of Incorporation.

2. The Board of Directors, on February 24, 2021, approved directors’ and supervisors’ compensation totaled NT$ 11,806,571, and employees’ compensation totaled NT$ 23,613,142, distributed in cash, taking up to 2% and 4% of 2020 profit NT$ 590,328,542.

Report No. 4

To report the Company's distribution status of cash dividends of 2020 earnings.

Explanation:

1. The Board of Directors, on February 24, 2021, approved cash dividend for shareholders totaled NT$ 377,835,636, which is estimated at NT$ 3 per share, from retained earnings.

2. 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.

3. Should there be any changes in the total number of shares outstanding, which result in a change in the dividend rate per share, the Chairman of the Board should be authorized to handle matters related to the change of the dividend rate for shareholders.

4. 4 -

3. Matters for Ratification

Report No. 1 (Proposed by the Board of Directors) To accept 2020 Business Report and Financial Statements.

Explanation:

The company’s 2020 financial statements have been reviewed and determined to be correct and accurate by the CPAs of Deloitte & Touche, and the Audit Committee of Zero One Technology Co., Ltd., and then a written audit report shall be issued.

• (1) The 2020 Business Report refers to Attachment I.

• (2) Independent Auditors’ Report and 2020 Financial Statements refer to Attachment II.

Resolution:

Report No. 2 (Proposed by the Board of Directors) To approve the proposal for distribution of 2020 earnings.

Explanation:

1. The 2020 Earnings Distribution Proposal, approved by the Board of Directors on February 24, 2021, audited by the Audit Committee for reporting a commitment by the shareholders’ meeting, is attached hereto as follows.

2. The number of stocks was calculated at NT$ 18.14 per share, using the closing price on December 31, 2020.

3. 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.

4. The 2020 earnings distribution table is attached as the next page.

5. 5 -

Zero One Technology Co., Ltd. 2020 Earnings Distribution Table

Zero One Technology Co., Ltd. 2020 Earnings Distribution Table
Item	Amount
	(Unit：NTD$)
Beginning retained earnings	$226,902,304
Changes in percentage of ownership interests in subsidiaries	(717,985)
Remeasurements of Defined Benefit Plans	(169,160))
Disposal of investments in equity instruments at FVTOCI	259,161
Net Profit after tax	441,623,542
Legal reserve（10%）	(44,099,556)
Distributable earnings	623,798,306
Distributable items
Dividend to shareholders—Cash Dividends
(Calculated by outstanding stock 125,945,212 shares;
Estimating distribution of a NT$ 3 cash dividend per share).	(377,835,636)
Unappropriated retained earnings	$245,962,670
The Chairman: Peter Lin Manager: Nancy Huang Chief Accountant: Michelle Chin

Resolution:

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4. Matters for Discussion

Report No. 1 (Proposed by the Board of Directors) Discussion on the Articles of Incorporation.

Explanation:

1. To enhance corporate governance as well as proactively meet practical needs, the company decided to edit the Articles of Incorporation.

2. Comparison table before and after revision refers to Attachment III.

Resolution:

5. Other Business and Special Motion

6. Adjournment

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7. Attachment

【 Attachment I 】

Zero One Technology Co., Ltd. 2020 Business Report

(I) 2020 Business Objectives

The operational scopes of the company include IT infrastructure, network & information security, cloud platform & application, big data & application, etc. As anticipated, the company’s gross profits continue to rise in 2020 primarily from the upgrade of corporate network data centers, cloud platform, and high-end solutions of information security. Businesses around the world start to develop new schemes and strategies focusing on economic recovery in consideration of the lessening impacts of Covid-19 together with the improvement of international situations. We will continue to devote our efforts in providing relevant solutions so as to keep the momentum of the dual growth of sustaining revenue and profit-making abilities. In the meantime, we will also cultivate further and strengthen the professional skills of our team in all operational aspects to enhance branding, as well as resources in R&D and professional consultants in terms of AP application and data analysis. In addition, we strive to create better and greater values for our suppliers and partners by building a platform of eco-system, develop new business model and enhance branding.

(II) Implementation Results of Business Plans

In FY 2020, the company’s total revenue stood at NT$ 9,834,318 thousand, on the increase of NT$ 919,148 compared to the preceding year, reaching a 10.31% increase in yearover-year growth. The net profit was NT$ 440,398 thousand, on the increase of NT$ 91,243 thousand compared to the preceding year, reaching a 26.13% increase in year-over-year growth. Basic earnings per share were NT$3.55.

(III)Financial Status and Profitability Analysis

1. Financial Status ：

In FY 2020, the company’s net profit was NT$ 440,398 thousand. Cash provided by operating activities were NT$ 284,098 thousand, and cash used in investing and financing activities were NT$ 416,635 thousand and NT$ 390,699 thousand, as well as cash and cash equivalents increase of NT$ 302,393 thousand during the period. Cash and cash equivalents at the end period were NT$ 637,890 thousand.

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2. Profitability Analysis ：

ProfitabilityAnalysis：
Items	2020(%)	2019(%)
Ratio of return on total assets	8.27	7.29
Ratio of return on shareholders’ equity	17.29	15.07
Ratio of operating income to capital stock	40.17	32.08
Ratio of profit before income tax to capital stock	44.09	35.53
Profit ratio	4.48	3.92
Earnings per share (NT$)	3.55	2.85

The Chairman: Peter Lin Manager: Nancy Huang Chief Accountant: Michelle Chi

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【 Attachment II 】

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders Zero One Technology Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Zero One Technology Co., Ltd. and subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and 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, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

Valuation of allowance for uncollectible accounts

Key Audit Matters

As indicated in Note 5 and Note 10, 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 judgment of the management, we consider the valuation of allowance for uncollectible accounts a key audit matter.

The following audit procedures

Our audit procedure includes evaluating the policy of recognizing loss allowance for expected credit losses, understanding and testing internal controls of allowance for uncollectible accounts by the management that are in line with periodic reviews, design and implement of relevant controls. We also obtain an aging analysis

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report of accounts receivable for calculation the allowance for uncollectible accounts on the balance sheet date, and perform the procedure of sampling and auditing to evaluate the correctness of the aging analysis report, and examine the valuation of allowance for uncollectible accounts and related reasons so as to evaluate the appropriate nature of the expected credit losses.

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 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 based on management's judgment, a key audit matter.

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 analysis reports, sampling 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 Co., Ltd. as of and for the years ended December 31, 2020 and 2019 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 Audit Committee) are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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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:

1. ;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.

2. ;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.

3. ;Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. 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.

5. 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.

6. ;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, 2020 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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The engagement partners on the audit resulting in this independent auditors' report are Chen Ming, Lee and Pei Te, Chen.

Deloitte & Touche

Taipei, Taiwan Republic of China February 24, 2021

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, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss – current (Notes 4 and 7) Financial assets at amortized cost – current (Notes 4 and 9) Notes receivable (Notes 4,5 and 10) Trade receivables (Notes 4, 5 and 10) Current tax assets (Notes 4 and 22) Inventories (Notes 4, 5 and 11) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4, 9 and 28) Property, plant and equipment (Notes 4,14 and 28) Right-of-use assets (Notes 4 and 15) Other intangible assets Deferred tax assets (Notes 4 and 22) Refundable deposits Prepayments for investments Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 16) Trade payables Other payables (Notes 17) Current tax liabilities (Notes 4 and 22) Lease liabilities - current (Notes 4 and 15) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 22) Lease liabilities - non-current (Notes 4 and 15) Net defined benefits liabilities - non-current (Notes 4 and 19) Other noncurrent liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 and 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, 2020 Amount % $ 637,890 12 360,873 7 238,510 4 230,490 4 1,909,941 35 831 - 1,242,141 23 28,402 - 4,649,078 85 35,391 1 339,515 6 69,526 1 308,367 6 13,027 - 1,238 - 37,594 1 7,940 - 10,000 - 822,598 15 $ 5,471,676 100 $ - - 2,245,464 41 246,382 5 59,661 1 7,484 - 215,864 4 2,774,855 51 20 - 5,607 - 20,982 - 800 - 27,409 - 2,802,264 51 1,256,402 23 478,757 9 219,863 4 - - 667,898 12 887,761 16 34,350 1 2,657,270 49 12,142 - 2,669,412 49 $ 5,471,676 100	December 31, 2020 Amount % $ 637,890 12 360,873 7 238,510 4 230,490 4 1,909,941 35 831 - 1,242,141 23 28,402 - 4,649,078 85 35,391 1 339,515 6 69,526 1 308,367 6 13,027 - 1,238 - 37,594 1 7,940 - 10,000 - 822,598 15 $ 5,471,676 100 $ - - 2,245,464 41 246,382 5 59,661 1 7,484 - 215,864 4 2,774,855 51 20 - 5,607 - 20,982 - 800 - 27,409 - 2,802,264 51 1,256,402 23 478,757 9 219,863 4 - - 667,898 12 887,761 16 34,350 1 2,657,270 49 12,142 - 2,669,412 49 $ 5,471,676 100	December 31, 2020 Amount % $ 637,890 12 360,873 7 238,510 4 230,490 4 1,909,941 35 831 - 1,242,141 23 28,402 - 4,649,078 85 35,391 1 339,515 6 69,526 1 308,367 6 13,027 - 1,238 - 37,594 1 7,940 - 10,000 - 822,598 15 $ 5,471,676 100 $ - - 2,245,464 41 246,382 5 59,661 1 7,484 - 215,864 4 2,774,855 51 20 - 5,607 - 20,982 - 800 - 27,409 - 2,802,264 51 1,256,402 23 478,757 9 219,863 4 - - 667,898 12 887,761 16 34,350 1 2,657,270 49 12,142 - 2,669,412 49 $ 5,471,676 100	December 31, 2019	December 31, 2019	December 31, 2019	December 31, 2019
		Amount $ 637,890 360,873 238,510 230,490 1,909,941 831 1,242,141 28,402 4,649,078 35,391 339,515 69,526 308,367 13,027 1,238 37,594 7,940 10,000 822,598 $ 5,471,676 $ - 2,245,464 246,382 59,661 7,484 215,864 2,774,855 20 5,607 20,982 800 27,409 2,802,264 1,256,402 478,757 219,863 - 667,898 887,761 34,350 2,657,270 12,142 2,669,412 $ 5,471,676			Amount $ 335,497 65,425 699,048 279,128 1,754,979 1,314 1,319,535 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 57,249 4,553 143,072 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		%
							7 1 13 5 34 - 25 1 86 1 5 1 6 - - 1 - - 14 100 3 39 7 1 - 3 53 - - 1 - 1 54 24 9 4 - 9 13 - 46 - 46 100

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

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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Note 4) Net sales OPERATING COSTS (Notes 11 and 21) Cost of goods sold GROSS PROFIT OPERATING EXPENSES (Notes 19 and 21) Selling and marketing expenses General and administrative expenses Research and development expenses Reversal of expected credit losses (Note 10) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4 and 21) Interest income Other income Other gains and losses (Note 13) Net gain on derecognition of financial assets at amortized cost (Note 9) Finance costs Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 22) NET PROFIT		2020		% 100 89 11 4 2 - - 6 5 1 - - - - 1 6 1 5		2019
		Amount $ 9,834,318 8,788,192 1,046,126 402,658 134,663 7,427 3,262) 541,486 504,640 17,768 16,943 15,493 1,260 2,129) 49,335 553,975 113,577 440,398				Amount $ 8,915,170 8,019,012 896,158 359,766 135,483 7,021 5,901) 496,369 399,789 22,977 10,646 7,720 3,745 2,075) 43,013 442,802 93,647 349,155		%
	( (				( (			100 90 10 4 1 - - 5 5 - - - - - - 5 1 4

(Continued)

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OTHER COMPREHENSIVE INCOME (LOSS) (Notes 19 and 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 Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations 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		2020		% - - - - - 5 5 - 5 5 - 5		2019
		Amount $ 212 ) 21,924 43 105 21,860 $ 462,258 $ 441,623 1,225) $ 440,398 $ 463,499 1,241 ) $ 462,258 $ 3.55 $ 3.44				Amount $ 1,157 ) 27,654 231 - 26,728 $ 375,883 $ 351,313 2,158) $ 349,155 $ 377,991 2,108) $ 375,883 $ 2.85 $ 2.77		%
	( ( (				( ( (			- - - - - 4 4 - 4 4 - 4

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

(Concluded)

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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)	ND SUBSIDIARIES ITY 19 wise)
Share Capital Shares (In Thousand) Issued Capital Capital Surplus BALANCE, JANUARY 1, 2019 122,896 $ 1,228,965 $ 446,515 Appropriation of the 2018 earnings Legal reserve - - - Special reserve - - - Cash dividends distributed by the Company-NT $1.5 per share - - - Net profit (loss) for the year ended December 31, 2019 - - - Other comprehensive income (loss) for the year ended December 31, 2019 - - - Total comprehensive income (loss) for the year ended December 31, 2019. - - - Convertible bonds converted to capital stock 338 3,377 1,722 Share based payment transaction – restricted stock awards - - - Share based payment transaction - employee stock option - - 11,431 Issuance of restricted stock awards 700 7,000 8,156 Issuance of ordinary shares under employee share options 701 7,010 2,312 Cash dividends distributed by subsidiaries - - - Disposals of investments in equity instruments at fair value through other comprehensive income - - - BALANCE, DECEMBER 31, 2019 124,635 1,246,352 470,136 Appropriation of the 2019 earnings Legal reserve - - - Special reserve - - - Cash dividends distributed by the Company– NT $2.0 per share - - - Net profit (loss) for the year ended December 31, 2020 - - - Other comprehensive income (loss) for the year ended December 31, 2020 - - - Total comprehensive income (loss) for the year ended December 31, 2020. - - - Changes in percentage of ownership interests in subsidiaries - - ( 2,481 ) Share based payment transaction – restricted stock awards - - - Share based payment transaction - employee stock option - - 6,894 Recall of unissued shares of restricted stock awards ( 12 ) ( 120 ) 120 Issuance of ordinary shares under employee share options 1,017 10,170 4,088 Cash dividends distributed by subsidiaries - - - Disposals of investments in equity instruments at fair value through other comprehensive income - - - Non-controlling interests - - - BALANCE,DECEMBER 31, 2020 125,640 $ 1,256,402 $ 478,757 The accompanying notes are an integral part of the consolidated financial statements.		Equity Attributable to Owners of the Company						Total $ 2,196,297 - - 184,603 ) 351,313 26,678 377,991 5,099 4,767 11,431 - 9,322 - - 2,420,304 - - 249,574 ) 441,623 21,876 463,499 3,199 ) 5,088 6,894 - 14,258 - - - $ 2,657,270	(	Non- controlling Interests Total Equity $ 8,293 $ 2,204,590 - - - - - ( 184,603 ) 2,158 ) 349,155 50 26,728 2,108) 375,883 - 5,099 - 4,767 - 11,431 - - - 9,322 300 ) ( 300 ) - - 5,885 2,426,189 - - - - - ( 249,574 ) 1,225 ) 440,398 16) 21,860 1,241) 462,258 3,199 - - 5,088 - 6,894 - - - 14,258 108 ) ( 108 ) - - 4,407 4,407 $ 12,142 $ 2,669,412
		Retained Earnings	Total $ 537,661 - - 184,603 ) 351,313 926) 350,387 - - - - - - 7,105) 696,340 - - 249,574 ) 441,623 169) 441,454 718 ) - - - - - 259 - $ 887,761	Other Equity			Total $ 16,844 ) - - - ( - 27,604 27,604 - 4,767 - 15,156 ) - - 7,105 7,476 - - - ( - 22,045 22,045 - ( 5,088 - - - - 259 ) - $ 34,350
				Exchange Differences on Translation of the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Comprehensive Income $ - ( $ 16,844 ) - - - - - - - - - 27,604 - 27,604 - - - - - - - - - - - - - 7,105 - 17,865 - - - - - - - - 74 21,971 74 21,971 - - - - - - - - - - - - - ( 259 ) - - $ 74 $ 39,577		Unearned Employee Benefits $ - ( - - - - - - - 4,767 - 15,156 ) ( - - - 10,389 ) - - - - - - - 5,088 - - - - - ( - $ 5,301)
		Legal Reserve Special Reserve Unappropriated Earnings $ 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 35,131 - ( 35,131 ) - ( 16,844 ) 16,844 - - ( 249,574 ) ( - - 441,623 - - ( 169) ( - - 441,454 - - ( 718 ) ( - - - - - - - - - - - - - - - - - 259 - - - $ 219,863 $ - $ 667,898
					( ( (				( ( ( ( ( (

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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Reversal of expected credit losses Net gain on fair value change of financial assets/liabilities at fair value through profit or loss Finance costs Net gain on derecognition of financial assets at amortized cost Interest income Dividend income Compensation costs of employee share options Gain on disposal of investments accounted for using equity method (Reversal of write-down) write-down of inventories Net loss on foreign currency exchange 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 payables Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Income tax paid Net cash generated from operating activities	2020 $ 553,975 22,861 802 ( 3,262 ) ( 5,141 ) 2,129 ( 1,260 ) ( 17,768 ) ( 10,911 ) 11,982 ( 275 ) ( 7,372 ) 6,571 ( 295,418 ) 48,638 ( 153,446 ) 82,122 3,596 214,634 ( 133,506 ) 72,792 ( 1,148) 390,595 (106,497) 284,098	2019	2019	2019
		$ ( ( ( ( ( ( ( ( ( ( (		442,802 20,457 787 5,901 ) 8,097 ) 2,075 3,745 ) 22,977 ) 4,406 ) 16,198 - 27,469 25,578 39,356 117,998 ) 19,874 ) 413,439 ) 4,253 ) 368,180 132,826 36,001 818) 510,221 97,847) 412,374

(Continued)

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CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Proceeds from the return of capital upon investees' capital reduction of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Disposal of financial assets at amortized cost Proceeds from disposal of investments accounted for using equity method Increase in prepayments for investments Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Interest received Other dividends received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Repayments of short-term borrowings Proceeds from guarantee deposits received Refund of guarantee deposits received Repayment of principal portion of lease liabilities Dividends paid Exercise of employee share options Interest paid Dividends paid to non-controlling interests Increase in 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 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	2020 ( $ 93,118 ) 24,217 3,078 ( 236,229 ) 707,148 275 ( 10,000 ) ( 7,507 ) 540 ( 2,599 ) ( 645 ) 20,564 10,911 416,635 - ( 150,000 ) - ( 371 ) ( 7,178 ) ( 249,574 ) 14,258 ( 2,133 ) ( 108 ) 4,407 (390,699) ( 7,641) 302,393 335,497 $ 637,890	2019
		( $ 104,261 ) 25,470 3,320 ( 179,521 ) 64,955 - - ( 7,123 ) - ( 2,184 ) ( 670 ) 20,773 4,406 (174,835) 50,000 - 371 - ( 6,215 ) ( 184,603 ) 9,322 ( 2,071 ) ( 300 ) - (133,496) ( 7,172) 96,871 238,626 $ 335,497

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

(Concluded)

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【 Attachment III 】

Zero One Technology Co., Ltd. Comparison Table for Articles of Incorporation Before and After Revision

	After the Revision		Before the Revision	Explanation for edition
	Article 5 : The total registered capital stock of the company shall beNT$2.0 billion New Taiwan Dollars(including employee stock option that is able to subscribe shares for NT$ 100 million), divided into200 million shareswith 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 : The total registered capital stock of the company shall beNT$1.5 billion New Taiwan Dollars(including employee stock option that is able to subscribe shares for NT$ 100 million), divided into150 million shareswith 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.	To make amendments based on practical needs.
	Article 5-1 ：The rights and other important issuance terms of the Company’s preferred shares are as follows: 1. (Omitted) 2. The dividend rate of Preferred Shares is capped at 8% per annum on the issue price.By reaching a quorum of two-thirds (2/3) at Board meeting, and with the resolution of more than half Board members who attend the meeting, the Board shall be authorized to set the payment date for distributing the payable preferred share dividends in cash once a year for the previous year, and report to the Shareholders meeting.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. 3. The Company has sole discretion on the distribution of preferred share dividends.If the sum of the annual unappropriated retained earnings and the cumulative unappropriated retained earnings is insufficient in 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 authorities, the cancellation of distributing		Article 5-1 ：The rights and other important issuance terms of the Company’s preferred shares are as follows: 1. (Omitted) 2. 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. 3. The Company has sole discretion on the distribution of preferred share dividends. If afterannual audited accounts are prepared, there is no earning or insufficient earningfor 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 authorities, the cancellation of distributing Preferred Share dividends by	To make amendments based on practical needs.

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Zero One Technology Co., Ltd. Comparison Table for Articles of Incorporation Before and After Revision

After the Revision		Before the Revision	Explanation for edition
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.－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.		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.－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 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. 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. As compensation for the employees and directors 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.		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. 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 directors 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.	An Audit Committee was set up in 2020 after election therefore this paragraph is deleted.

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Zero One Technology Co., Ltd. Comparison Table for Articles of Incorporation Before and After Revision

	After the Revision		Before the Revision	Explanation for edition
	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.		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, plus accumulated retained earnings of the previous year, in accordance with the laws, regulations, or the business requirements.Any further remaining unappropriated earnings after the distribution of stock dividends of preferred shares 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		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 10 % of legal reserve, and the 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	To make amendments based on practical needs.

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Zero One Technology Co., Ltd. Comparison Table for Articles of Incorporation Before and After Revision

	After the Revision		Before the Revision	Explanation for edition
	requirement in the future. It is stipulated that the dividends shall be distributed no less than 30% of the net profit after tax for the current year after offsetting for the accumulated deficit and the deduction of legal reserve and special reserve, of which the cash dividends shall not be lower than 10% of the total shareholders’dividends distributed for the same year.		of the company dividend distribution, of whichcash dividends shall not be lower than 10% of the total shareholders’ dividends distributed for the same year.
	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. The 28th amendment was made on May 28, 2021.		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.	To add a new date of the amendment.

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8. 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 March 20, 2021 to March 30, 2021. During the given period, no application for dealing shareholders’ proposal was received.

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【 Appendix II 】

Zero One Technology Co., Ltd.

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.

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• 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 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

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

The Chair may not declare the Meeting adjourned prior to completion of deliberation on the Meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting.

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.

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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 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

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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, the 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 Co., Ltd.

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.

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Article 4 ： ;(deleted).

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 needs, where a portion of the shares may be in the form of ordinary or preferred shares.

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. 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.

3. 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

4. 31 -

requirement stipulated by the law or the competent 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.

1. 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.

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

3. 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.

4. 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. 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.

5. 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, 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

6. 32 -

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.

1. 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 fifth 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.

2. The preferred shares and converted ordinary shares shall be authorized by the Board, 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 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.

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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 specified by the Company Act, the general meeting of the shareholders should be convened by the Board.

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 Audit Committee

• 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

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the term of three years.

• Article 13-1 ： ;The company shall appoint independent directors, not less than three in number and not less than one-fifth of the total number of directors. A candidate nomination system is adopted, and directors shall be elected from among the nominees listed in the roster of candidates of directors 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, whose members should consist entirely of independent directors in accordance with the 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 that are specified as the legal duties of the supervisors.

• Article 13-2 ： In line with business needs, the Board of Directors shall set up the Audit Committee, a Compensation Committee, or other functional Committees. The policies and regulations of those Committees 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.

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

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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 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 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 more than 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, 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. If the company has accumulated

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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 directors 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 10 % for legal reserve, and the 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

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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.

Chapter VII Supplementary Provisions

Article 20 ： In regard to all matters not provided for in these Articles of Incorporation, the

Company Law of the Republic of China 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 October 10, 1983. The 4th amendment was made on May 14, 1985.

The 5th amendment was made on October 30, 1986. The 6th amendment was made on December 15, 1989. The 7th amendment was made on August 21, 1990.

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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. The 27th amendment was made on June 10, 2020.

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【 Appendix IV 】

Shareholding of Directors

• (1) The paid-up capital of the Company stands at NT$ 1,263,442,120 with 126,344,212 shares.

• (2) In accordance 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.In compliance with legal requirements, the Company has set up an Audit Committee. Therefore, it is not applicable to state the number of shares required to be held by the supervisors.

• (3) As of the book closure date, shareholding information of directors and was as follows ：

Date for the shareholders' meeting:2021/05/28

Title	Name	Current Shareholding (Shares)	Current Shareholding(%)
The Chairman	Peter Lin	9,338,292	7.39%
Director	Morris Jiang	2,142,735	1.70%
Director	K Way Information Corporation	1,322,264	1.05%
Director	Prisma Commerce & Networks, Inc.	1,042,759	0.83%
Director	Jui Hsu Chen	100,884	0.08%
Independent Director	Ming Hsiung Wu	0	0.00%
Independent Director	Chien Chen Lin	0	0.00%
Independent Director	Ming Yuan Lin	0	0.00%
Holdings of all Directors		13,946,934	11.05%

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