Zyxel Group - AGM Information 2021

Stock Code: 3704

Unizyx Holding Corporation

2021 Annual Shareholders’ Meeting

Meeting Agenda (Translation)

Time of Meeting: June 16, 2021 (Wednesday)

Venue of Meeting: B1, Conference Hall, No. 6, Innovation Road II, Hsinchu Science Park, Hsin-Chu, Taiwan

	Table of Contents
		Page
I.	Meeting Procedure..............................................................................................	1
II.	Meeting Agenda..................................................................................................	2
	1. Reports .............................................................................................................	3
	2. Ratifications .....................................................................................................	3
	3. Discussions .......................................................................................................	4
	4. Extemporary Motions ......................................................................................	6
III.	Attachments
	1. Business Report .............................................................................................	7
	2. Audit Committee’s Review Report ...................................................................	10
	3. Independent Auditors’ Report and 2020 Consolidated Financial Statements.	11
	4. Independent Auditors’ Report and 2020 Parent Company Only Financial
	Statements…………………………………………………………………………………………………..	16
	5. 2020 Deficit Compensation Statement………………………………………………………...	21
	6. Comparison Table for Amendments to the Rules of Procedure for
	Shareholders’ Meetings ...................................................................................	22
	7. Comparison Table for Amendments to the Procedures for Loaning of Funds
	to Others ..........................................................................................................	27
	8. Comparison Table for Amendments to Procedures for Election of Directors .	30
IV.	Appendices
	1. Rules of Procedure for Shareholders’ Meetings ..............................................	33
	2. Articles of Incorporation ..................................................................................	41
	3. Procedures for Loaning of Funds to Others .....................................................	48
	4. Procedures for Election of Directors ................................................................	54
	5. Shareholding of All Directors ...........................................................................	57

Unizyx Holding Corporation

2021 Annual Shareholders’ Meeting Procedures

1. Call the Meeting to Order

2. Chairman’s Address

3. Reports

4. Ratifications

Discussions
Extempore Motions
Meeting Adjourned

Unizyx Holding Corporation

2021 Annual Shareholders’ Meeting Agenda

Time: 9:00 am, June 16, 2021 (Wednesday)

Venue: B1, Conference Hall, No. 6, Innovation Road II, Hsinchu Science Park, Hsin-Chu, Taiwan

Call the Meeting to Order

(Report the number of shares represented by attendees)

Chairman’s Address
Reports
(1) Overview of Operation
(2) 2020 Business Report
(3) Audit Committee’s Review Report
Ratifications
(1) To approval the 2020 Business Report and Financial Statements
(2) To approval the proposal for 2020 Deficit Compensated
Discussions
(1) Proposal for distributing cash from capital surplus
(2) Proposal for amending the “Rules of Procedure for Shareholders’ Meetings”
(3) Proposal for amending the “Procedures for Loaning of Funds to Others”
(4) Proposal for amending the “Procedures for Election of Directors”
(5) Proposal for lifting the non-competition restriction on Unizyx’s directors
Extemporary Motions
Meeting Adjourned

Reports

Overview of operation

Unizyx’s overview of endorsement/guarantee operation in 2020

Unit: NTD thousand

	Unit: NTD thousand
Name of Company MitraStar Technology Corporation Zyxel Networks Corporation	Amount
	$ 2,015,120 1,432,400
	$ 3,447,520

2020 Business Report

Please refer to Attachment 1 (pages 7~9) of this manual.

Audit Committee’s Review Report regarding 2020 Financial Statements Please refer to Attachment 2 (page 10) of this manual.

Ratifications

To approval the 2020 Business Report and Financial Statements (Proposed by the Board of Directors) Explanation:
(1) Unizyx’s 2020 Financial Statements have been audited by An-Chih Cheng, CPA and Shing-Hai Wei, CPA from KPMG Taiwan.
(2) For 2020 Business Report, please refer to Attachment 1 (pages 7~9) of this manual.
(3) For 2020 Independent Auditors’ Report and Financial Statements, please refer to Attachment 3 (pages 11~15) and Attachment 4 (pages 16~20) of this manual.

Resolution:

To approval the proposal for 2020 Deficit Compensated (Proposed by the Board of Directors) Explanation:
(1) The net profit after tax for 2020 was NTD827,943,246 to cover accumulated deficit. After covering the deficit, the deficit yet to be compensated is NTD32,700,358, it is proposed to make up for deficit at a legal reserve of NTD32,700,358.
(2) Pursuant to Article 232 of the Company Act and the Articles of Incorporation, please refer the 2020 Deficit Compensation Statement at Attachment 5 (page 21) of this manual.

Resolution:

Discussion

To discuss the proposal for distributing cash from capital surplus (Proposed by the Board of Directors)
Explanation:
(1) Unizyx proposed a cash distribution of NTD223,821,928 from the capital surplus generated from premium in excess of the par value of the shares issued (the source is the new shares issued at premiums in excess of the par value in the past by the subsidiary, Zyxel, before it had the share swap with Unizyx in 2010.) The distribution will be made at NTD0.5 per share in cash for the shares registered in the Shareholder Registry on the record date. The cash dividends are distributed up to NTD1.00, with amounts of less than NTD1.00 unconditionally rounded down. The total fractional shares distributed less than NTD1.00 will be distributed from large to small and from the earlier shareholder account number to the later, until the total amount of cash dividends from the capital surplus is met.
(2) Upon the approval in the annual shareholders’ meeting, it is proposed that the Board of Directors be authorized to determine the ex-dividend date and payment date for the cash distribution.
(3) In the event of the exercise of employees stock options, shares buyback, transfer of treasury stocks or other cases, leading to change in number of outstanding shares and a consequent change in payout ratio, it is proposed that the Board of Directors are fully authorized to handle matters.

Resolution:

To discuss the proposal for amending the “Rules of Procedure for Shareholders’ Meetings”
(Proposed by the Board of Directors)

Explanation:

(1) To comply with regulations from the competent authorities, it is proposed to amend the “Rules of Procedure for Shareholders’ Meetings” pursuant to the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders’ Meetings.” This amendment aims to conform to the letter of explanation for the Company Act from MOEA, to amend that a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities shall comply with the requirement of Article 172-1, the Company Act, for one item only; no proposal containing more than one item will be included in the meeting agenda.
(2) The comparison table of this amendment is provided in Attachment 6 (pages 22~26) of this manual.

Resolution:

To discuss the proposal for amending the “Procedures for Loaning of Funds to Others”

Explanation:

(1) In response to the Article 37 of the “Q&As of Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies,” it is proposed to amend the “Procedures for Loaning of Funds to Others.” Shall any

material accounts receivable or money has arisen from a non-operating activities not be collected exceeding the normal credit duration for three months, such money shall be at least reported to the Board of Directors quarterly, to determine if its nature is loaning of funds. Therefore, this amendment intends to delete the requirement that for the accounts receivable due from related parties, when being overdue for a certain period, such accounts receivable shall be reclassified as other receivables, and disclosed in the information of loaning of funds, while being public announced and submitted to the Board of Directors for ratification.

(2) The comparison table of this amendment is provided in Attachment 7 (pages 27~29) of this manual.

Resolution:

To discuss the proposal for amending the “Procedures for Election of Directors” Explanation:
(1) To comply with regulations from the competent authorities, it is proposed to amend the “Procedures for Election of Directors” pursuant to the “Sample Template for XXX Co., Ltd. Procedures for Election of Directors.” The major amendments are:
- a. Simplify the operating procedures for nominate directors, and the by-election requirements when independent directors are insufficient or discharged.
- b. Shareholders’ may, pursuant to Article 173 of the Company Act, convene meetings by obtaining approvals from the competent authorities. Therefore the requirement that the ballots shall be prepared by persons with the right to convene, is amended.
- c. To enable shareholders’ conveniently exercise their voting rights, and implement the shareholder activism, the FSC regulates that the election of directors and supervisors of public listing companies shall apply the candidate nomination system. Shareholders’ shall elect directors from the candidate list. Before the convention of a meeting, the candidate list would provide the names and education/industrial backgrounds so that shareholders’ do not need to identify candidates with shareholder account numbers or ID numbers. The amendment is made accordingly.
(2) The comparison table of this amendment is provided in Attachment 8 (pages 30~32) of this manual.

Resolution:

To discuss the proposal for lifting the non-competition restriction on Unizyx’s directors of the 4[th] Term Explanation:
(1) Proceeded pursuant to Article 209-1 of the Company Act.
(2) Whereas the Company’s directors may concurrently take positions with identical or similar businesses as the Company, to the extent where the Company’s interests are not harmed, it is proposed to have the meeting of shareholder approve to lift the non-competition restriction on these directors. The newly-added positions of the directors at other companies are described as the following: (as of February 5, 2021)

Name	Current positions taken at other companies concurrently	Remarks
Shun-I Chu	Director, ZQAM Communications Corporation
Gordon Yang	Director,Zyell Solutions Corporation
Ping-Chin Li	Director/Chairman, ZyFX Technologies Inc.	Representative, ZYXEL Foundation
	Director/Chairman, ZQAM Communications Corporation
	Director, Zyell Solutions Corporation	Representative, ZyFX Technologies Inc.
Chin-Tang Liu	Independent Director, Sino-American Silicon Products Inc.

Resolution:

Extemporary Motions

Meeting Adjourned

Attachment 1

Unizyx Holding Corporation 2020 Business Report

Unizyx Holding Corporation (hereinafter referred to as “Unizyx”) was established through a share swap with Zyxel Communications Corporation (hereinafter referred to as “Zyxel”) on August 16, 2010. Since then, the Group has carried out the reorganization subject to the Group Member’ industrial characteristics in order to upgrade the performance and competitiveness in the industry, as well as its industrial focus and profitability.

I. Business Results 2020:

The operating revenue in Unizyx’s 2020 consolidated statement of comprehensive income is NTD22.25 billion, the gross profit NTD5.78 billion, the gross margin 26.0%, operating expenses are NTD4.49 billion, net income is NTD831 million, and EPS NTD1.91.

(1) Outcome of performance:

Outcome of performance:
	Unit: NTD thousand
Item	2020	2019
Operating revenue	22,250,630	24,026,346
Gross profit	5,780,099	5,090,526
Operating income	1,292,694	175,810
Income (loss) before income taxes	1,175,888	(38,014)
Net income	831,001	101,978

(2) Analysis on profitability:

Analysis onprofitability:	Analysis onprofitability:
Item		2020	2019
Return on total assets %		4.84	0.81
Return on attributable to shareholders of theparent %		10.69	1.40
As a percentage of paid-in capital %	Operating Income	28.88	3.99
	Income (Loss) before income taxes	26.27	(0.86)
Net income %		3.73	0.42
Basic earningsper share/NTD		1.91	0.25

II. Business Outlook

Unizyx is dedicated to the networking industry to have deeply set its roots in various areas about the network technology and market. Unizyx plans the Group’s business strategies and goals, uses the best effort to plan and utilize its resources effectively and provides the affiliated companies with a better development platform to upgrade its competitiveness and shareholders’ equity. The three subsidiaries, namely

Zyxel, MitraStar Technology Corporation (hereinafter referred to as “MitraStar”), and Zyxel Networks Corporation (hereinafter referred to as “ZNet”), are in charge of telecommunication, OEM, and channel business, respectively, and strive in the technologies and markets in the network industry.

Zyxel’ brand promise is “Empowering worldwide service providers to unlock the broadband potential.” It dedicates to developing comprehensive, reliable solutions that accelerate and satisfy the advent of next-generation fixed and mobile broadband technology to help operators in 150 markets around the world to open up more opportunities with truly converged services. MitraStar specializes in R&D and OEM of network communication technologies and products; by working with the brand clients around the world, it provides value from the customers’ point of view and improves the performance of mass production by virtue of innovative design and control over costs, and satisfy customers’ needs with excellent production management, logistic management, technical support and customer services. To respond to the effects of the COVID-19 pandemic and the uncertainty resulted from US-Sino trade war, the Company has the deployment for optimal capacity to enhance the partnership with our clients and supply chain.

Zyxel provides solutions instead of products to meet the needs of service providers, while MitraStar seeks more clients for one technology to expand quantity and scale. Zyxel and MitraStar expand their business respectively while supporting each other; collectively, they continue to contribute to the R&D of broadband access equipment, pursue the operational optimization and technological interoperability, increase the return of investment of technologies, and enhance the operating efficiency. In terms of product R&D, Zyxel uses the best effort to position in the areas of new generation high-performance fixed and mobile broadband technology and digital home multimedia, and provide service providers with products and solutions with high capacity and low-latency internet connectivity to subscribers.

For products and technologies, Zyxel develops 10G active fiber and passive fiber broadband access solutions aggressively in recent years while continuing to provide solutions for operators upgrading their existing copper infrastructure, such as VDSL 2 Vectoring, Bonding, and G.fast, to help operators overcome the “last-mile” challenge in terms of difficulties for fiber optic deployment, to provide fiber-like services to the residential users. As the fifth generation mobile communication technology (5G) is formally operated commercially, Zyxel has launched the complete 5G NR Fixed Wireless Access (FWA) product portfolio, including outdoor, indoor, portable products, which has been chosen by many Nordic service providers. Meanwhile, Zyxel utilizes its outstanding software R&D capability to launch the MPro Mesh® Solution. This solution supports WiFi 6 and EasyMesh standards. The latest WiFi 6 product portfolio is chosen by many leading operators in Europe and the U.S.

ZNet focuses on the development of networking solutions for business applications. To combine the popularity of cloud services, it provides the products and services that satisfy the networking needs of SMBs and home users. With Nebula, the first smart cloud management networking solution developed successfully in Taiwan, and Nebula

SD-WAN solutions, it aims to promote Taiwan’s networking technology into the world. In addition, as the cybersecurity threats are getting complicated and got more attention from companies, ZNet has introduced the ATP firewalls to help SMBs protect unknown cybersecurity threats. ZNet also provides painless transition subscription services so SMBs can customize the solutions based on their needs. Not only is efficiency enhanced, but the overall IT costs are also greatly reduced, and various demands from different industries are met. In the future, we will base on the three key focuses, including cloud, AI, and cybersecurity protection to help improve the operational efficiency of SMBs and accelerate their digital transformation to ensure that ZNet can continue its growth in the highly competitive global market and maintain its leading position.

As a networking company, Unizyx’s expertise in networking technologies is also applied to the areas of national defense communications and information security. Unizyx is one of the few Taiwan-based suppliers capable of researching and developing the information security hardware products, such as radar, military wireless communications and firewalls.

By virtue of professional management and market deployment, Unizyx will increase rewards to employees to encourage employees and increase the incentives to solicit talents. Externally, it will improve the profitability and long-term competitiveness of Unizyx Holding Corporation. The entire management team will use its best effort to combine the sound technical energy, create more infinite possibilities for network communications, and upgrade the shareholders’’ equity and create a win-win-win situation for Unizyx Holding Corporation and its employees and shareholders.”

At last, we wish all of you good health and everything goes well!

Chairman of Board: Shun-I Chu

Chief Executive Officer: Gordon Yang

Chief Financial Officer: Woei Lo

Attachment 2

Unizyx Holding Corporation Audit Committee’s Review Report

Unizyx’s 2020 Business Report, Financial Statements and proposal for deficit compensated were prepared and submitted by the Board of Directors. The Financial Statements were audited by KPMG and issued an Independent Audit Report. The Business Report, Financial Statements and proposal for deficit compensated, have been reviewed and determined to be correct and accurate by the Audit Committee of Unizyx Holding Corporation. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Please review and approve.

Unizyx Holding Corporation 2021 Annual Shareholders’ Meeting

Feng Chian, Convener of the Audit Committee

March 15, 2021

Attachment 3

Independent Auditors’ Report

To the Board of Directors of Unizyx Holding Corporation:

Opinion

We have audited the consolidated financial statements of Unizyx Holding Corporation and its subsidiaries (“the Company”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company 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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) and the former Standing Interpretations Committee (“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 the 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 Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of the current period. 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. Based on our judgment, the key audit matters that should be disclosed in this report are as follows:

Valuation of Accounts Receivable

－ Please refer to Note 4(7) “Summary of significant accounting policies Financial instruments” Note 5(1) “Major sources of accounting judgments, estimations and assumptions of uncertainty”, and Note 6(5) － “Explanation of significant accounts Notes and accounts receivable, net”to the consolidated financial statements.

Description of key audit matters:

The Company has its customers spread throughout the globe, wherein they are vulnerable to various changes, such as market trend, geopolitical economy as well as regulatory matters. Therefore, the customer credit control is considered to be more complex. When assessing the recoverability of its receivables, it is necessary to consider any changes in the credit quality of the receivables from the original grant date of credit

limit to the reporting date. For those receivables that have not been collected within the credit term, the balance of the estimated valuation allowance for bad debts is calculated by reference from the transaction in the past and customers’ current financial status. The management’s judgment on the balance of allowance for impairment loss of receivables involved uncertainty and it might lead to significant adjustments in estimate, as such, it was one of the key audit matters for our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: testing the completeness and accuracy of the aging analysis; testing the key control of the management for the credit limits and supervision process to assess the appropriateness of approval when sales exceeds the credit limits; understanding and evaluating the management’s consideration and the rate of lifetime expected credit losses relating to receivables that are overdue, vouching the receipt of cash after the year end and understanding the possibility of remaining receivables collection suggested by historical trends; testing the adequacy of the Company’ s provisions against the receivables by assessing the relevant assumptions, examining and reviewing related documents, discussing with the management the probability of collecting the remaining receivables, as well as recalculating and evaluating the adequacy of the Company’s disclosures.

2. Valuation of Inventories

－ Please refer to Note 4(8) “Summary of significant accounting policies Inventories”, Note 5(2) “Significant accounting judgments, assumptions, and major sources of estimation uncertainty”, and Note 6(6) － “Explanation of Significant Accounts Inventories” to the consolidated financial statements.

Description of key audit matters:

The Company mainly engages in the research and development, as well as the production of networks communication products. Inventories are stated at the lower of cost or net realizable value. The Company used judgment and estimate to determine the net realizable value of inventory at the end of each reporting period. However, the rapid evolution of technology and the fluctuation of market may lead to obsolete inventories and unmarketable items. The net realizable value of the inventory is mainly determined based on assumptions of future demand within a specific time frame, which could result in significant adjustments. As a result, the valuation of inventories is one of the key audit matters of our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: obtaining the inventory aging report and testing the completeness and the accuracy of the aging of inventory based on acceptable documents from the last valid transaction; understanding and evaluating the management’s judgment on the calculation of net realizable value, testing the relevant documents to assess the adequacy and reasonableness for identification of slow moving inventories and discussing with the management about the reasonableness for slow moving inventories; as well as understanding the management's assumption on the completeness of inventory provisions and evaluating the adequacy of provision to write down slow moving or obsolete inventories; and evaluating the adequacy of the Company's disclosures.

Other Matter

Unizyx Holding Corporation has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unqualified 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 with

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the IFRSs, IASs, 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 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 the audit committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with 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 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 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 Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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.

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are An-Chih Cheng and Shing-Hai Wei.

KPMG

Taipei, Taiwan (Republic of China) March 15, 2021

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the 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 accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

Unizyx Holding Corporation and subsidiaries

Consolidated Balance Sheets

December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

December 31, 2020 Amount % $ 4,078,159 21 - - 569,159 3 5,841,093 30 4,794 - 5,959 - 4,900,890 25 89,467 - 918,884 5	December 31, 2020 Amount % $ 4,078,159 21 - - 569,159 3 5,841,093 30 4,794 - 5,959 - 4,900,890 25 89,467 - 918,884 5	December 31, 2019 Amount % 3,219,348 21 2,051 - 221 - 4,715,847 30 19,991 - 1,732 - 3,485,268 23 69,573 - 791,593 5 12,305,624 79 8,669 - 19,224 - 32,373 - 1,639,267 11 475,036 3 124,792 1 609,085 4 155,955 1 85,000 1 30,799 - 3,180,200 21 15,485,824 100 Liabilities and Equity Current liabilities: Short-term borrowings (notes 6(13) and 8) Short-term notes and bills payable (note 6(14)) Financial liabilities at fair value through profit or loss－current (note 6(2)) Contract liabilities－current (note 6(22)) Notes and accounts payable Accounts payable－related parties (note 7) Payroll and bonus payable Royalty payable Other payables－related parties (note 7) Income tax payable Provision for warranty obligations－current (note 6(15)) Lease liabilities－current (note 6(16)) Other current liabilities, others (note 6(8)) Non-current liabilities: Deferred income tax liabilities (note 6(18)) Lease liabilities－non-current (note 6(16)) Net defined benefit liabilities (note 6(17)) Guarantee deposits received Total liabilities Equity(note 6(19)): Equity attributable to the shareholders of the parent company: Capital stock Capital surplus Retained earnings Other equity Treasury stock Non-controlling interests Total equity Total liabilities and equity	December 31, 2020	December 31, 2020	December 31, 2019 Amount % 1,626,803 11 - - 2,469 - 89,595 - 3,349,407 22 79,840 - 680,582 4 280,526 2 - - 7,502 - 575,449 4 44,021 - 901,820 6	December 31, 2019 Amount % 1,626,803 11 - - 2,469 - 89,595 - 3,349,407 22 79,840 - 680,582 4 280,526 2 - - 7,502 - 575,449 4 44,021 - 901,820 6
Amount $ 4,078,159 - 569,159 5,841,093 4,794 5,959 4,900,890 89,467 918,884			Amount	%	Amount
			$ 1,614,247 300,000 46,359 74,760 5,232,851 546,513 788,435 169,340 46,489 91,938 546,982 46,575 1,077,049	8 2 - - 27 3 4 1 - - 3 - 6	1,626,803 - 2,469 89,595 3,349,407 79,840 680,582 280,526 - 7,502 575,449 44,021 901,820
16,408,405	84	12,305,624
26,999 70,669 24,059 1,592,121 471,029 259,758 513,652 131,690 69,783 21,000	- - - 8 3 1 3 1 - -	8,669 19,224 32,373 1,639,267 475,036 124,792 609,085 155,955 85,000 30,799
			10,581,538	54	7,638,014	49
			251,828 443,497 5,496 575	2 2 - -	153,279 448,832 3,192 539	1 3 - -
			701,396	4	605,842	4
			11,282,934	58	8,243,856	53
			4,476,438 3,827,886 447,480 (351,910) (120,861)	23 20 2 (2) (1)	4,411,773 3,755,876 (362,370) (463,227) (120,861)	29 24 (2) (3) (1)
3,180,760	16	3,180,200
$ 19,589,165	100	15,485,824
			8,279,033	42	7,221,191	47
			27,198	-	20,777	-
			8,306,231	42	7,241,968	47
			$ 19,589,165	100	15,485,824	100

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unizyx Holding Corporation and subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars , except for earnings per share)

2020	% 100 74	2019 Amount 24,026,346 18,935,820	% 100 79
Amount $ 22,250,630 16,470,531
5,780,099	26	5,090,526	21
2,044,671 845,039 1,599,814 (2,119)	9 4 7 -	2,203,757 870,134 1,839,885 940	9 3 8 -
4,487,405	20	4,914,716	20
1,292,694	6	175,810	1
185,179 (71,072) (12,450) 14,471 (23,311) (209,623)	1 - - - - (1)	47,863 (45,816) (18,283) 13,478 (38,443) (172,623)	- - - - - (1)
(116,806)	-	(213,824)	(1)
1,175,888 344,887	6 2	(38,014) (139,992)	- -
831,001	4	101,978	-
(18,094) 9,068	- -	(3,122) (26,813)	- -
(9,026)	-	(29,935)	-
127,975 (25,562)	- -	(116,868) 13,166	- -
102,413	-	(103,702)	-
93,387	-	(133,637)	-
$ 924,388	4	(31,659)	-
$ 827,944 3,057	4 -	106,753 (4,775)	- -
$ 831,001	4	101,978	-
$ 921,167 3,221	4 -	(24,310) (7,349)	- -
$ 924,388	4	(31,659)	-
$	1.91		0.25
$	1.90		0.24

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unizyx Holding Corporation and subsidiaries

Consolidated Statements of Changes in Equity

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

					Equity attributable	Equity attributable	to the sharehold	ers of theparent					Subtotal of equity attributable to the shareholders of theparent 7,241,236 (23,664)	Non-controllin g interests 65,098 -	Total equity 7,306,334 (23,664)
		Capital Stock	Total share capital 4,411,773 -	Capital surplus 3,725,204 -		Retained	earnings	Total (439,594) (23,664)	Total	other equity inte	rest Total (335,286) -	Treasury stock (120,861) -
									Exchange differences on translation of foreign financial statements (294,693) -	Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income
Common stock		Advance receipts for share capital			Legal reserve 279,833 -	Special reserve 200,347 -	Accumulated deficits (919,774) (23,664)
$ 4,411,773 -		- -								(40,593) -
	4,411,773	-	4,411,773	3,725,204	279,833	200,347	(943,438)	(463,258)	(294,693)	(40,593)	(335,286)	(120,861)	7,217,572	65,098	7,282,670
	- -	- -	- -	- -	- -	- -	106,753 (3,122)	106,753 (3,122)	- (101,128)	- (26,813)	- (127,941)	- -	106,753 (131,063)	(4,775) (2,574)	101,978 (133,637)
	-	-	-	-	-	-	103,631	103,631	(101,128)	(26,813)	(127,941)	-	(24,310)	(7,349)	(31,659)
	- - - -	- - - -	- - - -	19,641 4,486 6,545 -	- - - -	- - - -	- (2,459) (284) -	- (2,459) (284) -	- - - -	- - - -	- - - -	- - - -	19,641 2,027 6,261 -	- (2,027) - (34,945)	19,641 - 6,261 (34,945)
	4,411,773 - -	- - -	4,411,773 - -	3,755,876 - -	279,833 - -	200,347 - -	(842,550) 827,944 (18,094)	(362,370) 827,944 (18,094)	(395,821) - 102,249	(67,406) - 9,068	(463,227) - 111,317	(120,861) - -	7,221,191 827,944 93,223	20,777 3,057 164	7,241,968 831,001 93,387
	-	-	-	-	-	-	809,850	809,850	102,249	9,068	111,317	-	921,167	3,221	924,388
	- - - - -	- 64,665 - - -	- 64,665 - - -	37,563 14,226 20,221 - -	- - - - -	- - - - -	- - - - -	- - - - -	- - - - -	- - - - -	- - - - -	- - - - -	37,563 78,891 20,221 - -	- - (20,221) 40,000 (16,579)	37,563 78,891 - 40,000 (16,579)
$ 4,411,773		64,665	4,476,438	3,827,886	279,833	200,347	(32,700)	447,480	(293,572)	(58,338)	(351,910)	(120,861)	8,279,033	27,198	8,306,231

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

Unizyx Holding Corporation and subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

2020 Cash flows from operating activities: Income (loss) before income tax $ 1,175,888 Adjustments: Adjustments to reconcile profit (loss): Depreciation expense 268,051 Amortization expense 95,806 Expected credit loss (gain) (2,119) Provision for warranties and after service cost 54,620 Provision of allowance for sales discounts 119,161 Net loss (profit) on financial assets or liabilities at fair value through profit or loss 57,091 Interest expense 23,311 Interest income (14,471) Share-based compensation expense 37,563 Share of loss of associates accounted for using the equity method 12,450 Loss (gain) on disposal of property, plant and equipment (109) Loss on disposal of intangible assets 164 Loss on liquidation of subsidiaries 71 Provision for (reversal of) inventory obsolescence (113,239) Others 859 Total adjustments to reconcile profit (loss) 539,209 Changes in operating assets and liabilities: Changes in operating assets: Financial assets or liabilities at fair value through profit or loss (11,150) Notes and accounts receivable (including related parties) (1,096,506) Other receivables－related parties (4,227) Inventories (1,244,079) Other financial assets and other current assets (176,900) Total changes in operating assets (2,532,862) Changes in operating liabilities: Notes and accounts payable (including related parties) 2,350,568 Other payables－related parties 46,489 Contract liabilities and other current liabilities 44,111 Net defined benefit assets and liabilities (573) Total changes in operating liabilities 2,440,595 Total changes in operating assets and liabilities (92,267) Total adjustments 446,942 Cash inflow generated from operations 1,622,830 Interest received 13,826 Dividends received 2,158 Interest paid (23,188) Income taxes paid (68,873) Net cash flows from operating activities 1,546,753	2019 (38,014) 290,340 77,858 940 116,648 42,712 (197) 38,443 (13,478) 19,641 18,283 600 353 36,942 275,936 (86)
	904,935
	2,469 2,353,745 - 1,065,929 (33,370)
	3,388,773
	(1,741,949) (5,072) 14,841 (700)
	(1,732,880)
	1,655,893
	2,560,828
	2,522,814 14,865 1,193 (38,853) (127,246)
	2,372,773

(Continued)

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

Unizyx Holding Corporation and subsidiaries

Consolidated Statements of Cash Flows (continue)

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

Cash flows from investing activities: Acquisition of financial assets at amortized cost Proceeds from repayments of financial assets at amortized cost Net cash outflow from loss of control of subsidiaries Net cash outflow from acquisition of subsidiaries Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Proceeds from disposal of intangible assets Increase in other non-current assets Net cash flows from (used in) investing activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Increase (decrease) in guarantee deposits received Payment of lease liabilities Exercise of employee stock options Change in non-controlling interests Net cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of period Cash and cash equivalents at the end of period	2020 (1,039,062) 419,062 (33,584) (85,273) (175,819) 962 24,265 (187,833) - (27,181) (1,104,463) 6,595,762 (6,611,976) 806,000 (506,000) 33 (49,439) 78,891 40,000 353,271 63,250 858,811 3,219,348 $ 4,078,159	2019 (4,679) 375,092 - (26,010) (140,338) 1,138 (78,248) (11,692) 4,385 (45,844)
		73,804
		10,912,636 (11,226,740) 930,000 (1,130,000) (352) (50,466) - (34,945)
		(599,867)
		(127,894)
		1,718,816 1,500,532
		3,219,348

15-1

Attachment 4

Independent Auditors’ Report

To the Board of Directors of Unizyx Holding Corporation:

Opinion

We have audited the financial statements of Unizyx Holding Corporation (“the Company”), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the 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 Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of the current period. 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. Based on our judgment, the key audit matters that should be disclosed in this report are as follows:

Evaluation of investments accounted for using the equity method

“ － Please refer to Note 4(7) Summary of significant accounting policies Investment in ” “ － ” associates , Note 4(8) Summary of significant accounting policies Investment in subsidiaries , and “ － Note 6(3) Explanation of significant accounts Investments accounted for using the equity method” to the parent company only financial statements.

Description of key audit matters:

The investments in subsidiaries accounted for using the equity method constituted 97% of total assets of the Company, wherein the amount is material. As a result, the evaluation of investments accounted for using the equity method is our key audit matter.

How the matter was addressed in our audit:

Our principal audit procedures included: recalculating the shares of profit or loss of associates and subsidiaries in accordance with ownership percentage of shares; physically counting the securities and certificates of long term equity investment; discussing with the management about the evaluation of subsidiary related significant matters, as well as understanding the reasonableness of the subsidiary’s valuation of impairment for accounts receivable and inventories; considering the adequacy of the Company’s disclosures on its accounts

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 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 the audit committee) 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.
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 and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. Furthermore, 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 of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are An-Chih Cheng and Shing-Hai Wei.

KPMG

Taipei, Taiwan (Republic of China) March 15, 2021

Notes to Readers

The accompanying parent-company-only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the 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 accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying parent-company-only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent-company-only financial statements, the Chinese version shall prevail.

16-2

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

Unizyx Holding Corporation

Balance Sheets

December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

December 31, 2020 Amount % $ 191,849 3 38,584 - 21,271 - 31 - 1,002 -	December 31, 2020 Amount % $ 191,849 3 38,584 - 21,271 - 31 - 1,002 -	December 31, 2019 Amount % 122,561 2 38,126 - - - 3 - 3,152 - 163,842 2 - - 7,094,042 98 1,162 - 327 - - - 7,095,531 98 7,259,373 100 Liabilities and Equity Current liabilities: Other payables－related parties (note 7) Income tax payable (note 6(7)) Other current liabilities, others Non-current liabilities: Net defined benefit liabilities (note 6(6)) Total liabilities Equity(note 6(8)): Capital stock Capital surplus Retained earnings Other equity Treasury stock Total equity Total liabilities and equity	December 31, 2020 Amount % 498 - 6,206 - 26,785 -	December 31, 2020 Amount % 498 - 6,206 - 26,785 -	December 31, 2019 Amount % 6,709 - - - 28,281 -	December 31, 2019 Amount % 6,709 - - - 28,281 -
Amount $ 191,849 38,584 21,271 31 1,002			Amount 498 6,206 26,785
			33,489	-	34,990	-
			5,496	-	3,192	-
252,737	3	163,842
9,262 8,050,929 4,121 215 754	- 97 - - -	- 7,094,042 1,162 327 -	38,985	-	38,182	-
			4,476,438 3,827,886 447,480 (351,910) (120,861)	54 46 5 (4) (1)	4,411,773 3,755,876 (362,370) (463,227) (120,861)	61 52 (5) (6) (2)
8,065,281	97	7,095,531
$ 8,318,018	100	7,259,373	8,279,033	100	7,221,191	100
			$ 8,318,018	100	7,259,373	100

See accompanying notes to the parent-company-only financial statements.

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

Unizyx Holding Corporation

Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars , except for earnings per share)

2020	2019	% 65 35 - -
Amount $ 130,347 816,677 254 42 947,320 133,339 - - 133,339 813,981 (13,963) 827,944 (2,473) (15,621) 9,068 (9,026) 127,811 (25,562) 102,249 93,223 $ 921,167 $	Amount 153,814 83,743 208 32 237,797 124,000 216 2 124,218 113,579 6,826 106,753 452 (3,574) (26,813) (29,935) (114,294) 13,166 (101,128) (131,063) (24,310)
		100
		52 - -
		52
		48 3
		45
		- (1) (11)
		(12)
		(48) 6
		(42)
		(54)
		(9)
		0.25
$		0.24

See accompanying notes to the parent-company-only financial statements.

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese) Unizyx Holding Corporation

Statements of Changes in Equity

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

	Capital stock	Total share capital	Capital surplus 3,725,204 -		Retained	earnings	Total (439,594) (23,664)	Tota	other equity inte	rest Total (335,286) -	Treasury stock (120,861) -	Total equity 7,241,236 (23,664)
								Exchange differences on translation of foreign financial statements	Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income
Common stock	Advance receipts for share capital			Legal reserve 279,833 -	Special reserve	Accumulated deficits
$ 4,411,773 -	- -	4,411,773 -			200,347 -	(919,774) (23,664)		(294,693) -	(40,593) -
4,411,773	-	4,411,773	3,725,204	279,833	200,347	(943,438)	(463,258)	(294,693)	(40,593)	(335,286)	(120,861)	7,217,572
- -	- -	- -	- -	- -	- -	106,753 (3,122)	106,753 (3,122)	- (101,128)	- (26,813)	- (127,941)	- -	106,753 (131,063)
-	-	-	-	-	-	103,631	103,631	(101,128)	(26,813)	(127,941)	-	(24,310)
- - -	- - -	- - -	19,641 4,486 6,545	- - -	- - -	- (2,459) (284)	- (2,459) (284)	- - -	- - -	- - -	- - -	19,641 2,027 6,261
4,411,773 - -	- - -	4,411,773 - -	3,755,876 - -	279,833 - -	200,347 - -	(842,550) 827,944 (18,094)	(362,370) 827,944 (18,094)	(395,821) - 102,249	(67,406) - 9,068	(463,227) - 111,317	(120,861) - -	7,221,191 827,944 93,223
-	-	-	-	-	-	809,850	809,850	102,249	9,068	111,317	-	921,167
- - -	- 64,665 -	- 64,665 -	37,563 14,226 20,221	- - -	- - -	- - -	- - -	- - -	- - -	- - -	- - -	37,563 78,891 20,221
$ 4,411,773	64,665	4,476,438	3,827,886	279,833	200,347	(32,700)	447,480	(293,572)	(58,338)	(351,910)	(120,861)	8,279,033

See accompanying notes to the parent-company-only financial statements.

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

Unizyx Holding Corporation

Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

Cash flows from operating activities: Income (loss) before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Interest income Share-based compensation expense Share of loss (profit) of subsidiaries and associates accounted for using the equity method Loss on disposal of property, plant and equipment Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Accounts receivable Other receivables－related parties Other financial assets and other current assets Total changes in operating assets Changes in operating liabilities: Other payables－related parties Accrued expenses and other current liabilities Net defined benefit liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Income taxes refunded Net cash flows from (used in) operating activities Cash flows from investing activities: Acquisition of investments accounted for using the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Net cash flows used in investing activities Cash flows from financing activities: Exercise of employee stock options Net cash flows from financing activities Net increase cash and cash equivalents Cash and cash equivalents at the beginning of period Cash and cash equivalents at the end of period	2020 $ 813,981 489 112 (254) 4,008 (816,677) -	2019 113,579 316 112 (208) 1,169 (83,743) 216 (82,138) 2,473 - (358) 2,115 (11,865) 11,030 (5) (840) 1,275 (80,863) 32,716 214 366 33,296 (100) (1,239) 790 (549) - - 32,747 89,814 122,561
	(812,322)
	(458) (1,782) 324
	(1,916)
	(6,285) (1,496) (169)
	(7,950)
	(9,866)
	(822,188)
	(8,207) 226 1,826
	(6,155)
	- (3,448) -
	(3,448)
	78,891
	78,891
	69,288 122,561
	$ 191,849

Attachment 5

Unizyx Holding Corporation

2020 Deficit Compensation Statement

	Unit: NTD	Unit: NTD
Item	Amount
	Subtotal	Total
Opening undistributed earnings Plus (Less) Remeasurement of the definite benefit plans Net income of 2020 Deficit yet to be compensated Plus (Less) Legal reserves Unappropriated retained earnings	(18,093,932) 827,943,246 32,700,358	(842,549,672) 809,849,314
		( 32,700,358) 32,700,358
		0

Chairman of Board: Shun-I Chu

Chief Executive Officer: Gordon Yang

Chief Financial Officer: Woei Lo

Attachment 6

Unizyx Holding Corporation Comparison Table for Amendments to the Rules of Procedure for Shareholders’ Meetings

		Basis of
After Amendment	Before Amendment
		Amendment

Article 3: Unless otherwise provided by law or regulation, this Company's shareholders meetings shall be convened by the board of directors. The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’’ meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders’ meeting or before 15 days before the date of the special shareholders’ meeting. In addition, 15 days before the date of the shareholders’ meeting, The Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them	Article 3: Unless otherwise provided by law or regulation, this Company's shareholders meetings shall be convened by the board of directors. The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’’ meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders’ meeting or before 15 days before the date of the special shareholders’ meeting. In addition, 15 days before the date of the shareholders’ meeting, The Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them	Amended pursuant to the competent authorities’ “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders’ Meetings”

		Basis of
After Amendment	Before Amendment
		Amendment

available for review by shareholders’ at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby, as well as being distributed on-site at the meeting place. The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the reasons for conveningthe	available for review by shareholders’ at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby, as well as being distributed on-site at the meeting place. The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the reasons for conveningthe

		Basis of
After Amendment	Before Amendment
		Amendment

shareholders’ meeting. None of the above matters may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the corporation, and such website shall be indicated in the above notice. Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting. A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders’ meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities may still be included in the agenda by the board of directors by complyingwith the requirement of Article 172-1, the Company Act, for	shareholders’ meeting. None of the above matters may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the corporation, and such website shall be indicated in the above notice. Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting. A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders’ meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda.Provided a shareholderproposal proposed for urgingthe Company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders’ bythe board of

		Basis of
After Amendment	Before Amendment
		Amendment

one item only; no proposal containing more than one item will beincluded in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the book closure date before a regular shareholders’ meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders’ who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of suchproposals	directors.In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the book closure date before a regular shareholders’ meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders’ who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders’ meeting to be convened.

			Basis of
After Amendment		Before Amendment
			Amendment

and explanation shall be made by the board of directors at the shareholders’ meeting to be convened.
Article 20:	Omitted The seventh amendment to the Rules was approved on June 12, 2020 The eighth amendment to the Rules was approved on June 16, 2021	Article 20: Omitted The seventh amendment to the Rules was approved on June 12, 2020	Amendment date is added

Attachment 7

Unizyx Holding Corporation Comparison Table for Amendments to the Procedures for Loaning of Funds to Others

		Basis of
After Amendment	Before Amendment
		Amendment

Article 7: Procedures for handling loaning of funds. 1. The loaning is only conducted with the Board of Directors’ resolution, and no other party may be authorized to determine. Any material loaning of funds requires 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 Provided, for inter-company loans between the Company and subsidiaries in which the Company holds, directly or indirectly, 100% of the voting shares, and loans among subsidiaries, the Chairman may be authorized 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 drawdown. The “certain monetary limit” mentioned in the preceding paragraph on	Article 7: Procedures for handling loaning of funds. 1. The loaning is only conducted with the Board of Directors’ resolution, and no other party may be authorized to determine. Any material loaning of funds requires 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 Provided, for inter-company loans between the Company and subsidiaries in which the Company holds, directly or indirectly, 100% of the voting shares, and loans among subsidiaries, the Chairman may be authorized 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 drawdown. The “certain monetary limit” mentioned in the preceding paragraph on	Amended pursuant to the “Q&As of Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies”

			Basis of
After Amendment	Before Amendment
			Amendment

authorization for loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the lending company, except for the loans between the Company and subsidiaries in which the Company holds, directly or indirectly, 100% of the voting shares. 2. The accountable department 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. The subsidiaries are not subject to the restrictions set forth in Articles 8, 9 and 10 of the Procedures. Omitted hereafter.	2.	authorization for loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the lending company, except for the loans between the Company and subsidiaries in which the Company holds, directly or indirectly, 100% of the voting shares. The accountable department 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. For the receivables due from related parties, such receivables shall be re-recognized as other receivables and disclosed in the information of loaning of
		funds when being overdue for certain period. The receivables re-recognized as loaning of funds shall be publicly
		announced regularly and
		submitted to the next meeting Board of Directors for ratification. The subsidiaries are not subject to the

			Basis of
After Amendment		Before Amendment
			Amendment

		restrictions set forth in Articles 8, 9 and 10 of the Procedures. Omitted hereafter.
Article 15:	Omitted The third amendment to the Rules was approved on June 12, 2020 The fourth amendment to the Rules was approved on June 16, 2021	Article 15: Omitted The third amendment to the Rules was approved on June 12, 2020	Amendment date is added

Attachment 8

Unizyx Holding Corporation Comparison Table for Amendments to Procedures for Election of Directors

				Basis of
	After Amendment		Before Amendment
				Amendment

Article 3:	Elections of directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. Shareholders’ shall elect from the candidate list of the directors and independent directors. The Company’s directors and independent directors shall be elected at the same time pursuant to the Procedures; the votes are separately calculated for independent and non-independent director positions. Those receiving more ballots will be elected. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a	Article 3:	Elections of directorsand independent directors at the	Amended pursuant to the competent authorities’ “Sample Template for XXX Co., Ltd. Procedures for Election of Directors.”
			Company shall be conducted
			in accordance with the candidate nomination system
			and procedures set out in the
			Company Act.
			be assessed for their qualifications and whether or
			not to be subjected to the matters set forth in Article 30
			of the Company Act prudentially,and the election
			prudentially
			shall be proceeded pursuant to Article 192-1 of the Company Act. Shareholders’ shall elect from the candidate list of the directors and independent directors. The Company’s directors and independent directors shall be elected at the same time pursuant to the Procedures; the votes are separately calculated for independent and non-independent director positions. Those receiving more ballots will be elected.
	by-election shall be held at the next shareholders’ meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders’
	meeting shall be called within
	60 days from the date of occurrence to hold a by-election to fill the vacancies.
		Article 7:	Shall a candidate be a shareholder, voters shall indicate the candidate’s account name and number in	Deleted pursuant to the competent

			Basis of
After Amendment		Before Amendment
			Amendment

		the“Candidate”column on the ballot; if a candidate is not a shareholder, his/her name and identity document	authorities’ “Sample Template for XXX Co., Ltd. Procedures for Election of Directors.”
		number shall be specified. However, if a candidate is a governmental or institutional
		shareholder, the candidate’s account name on the ballot shall be the name of such governmental or institutional
		shareholder, or with their representatives. Shall there be several representatives, their names shall be specified individually.
Article7:A ballot is invalid under any of the following circumstances, and the voting rights on the questioned ballot will not be counted under the questioned candidate: 1. The ballot was not prepared by a person with the right to convene. 2. Electing more candidates than required. 3. A ballot not placed in the ballot box, or a blank ballot is placed in the ballot box. 4. Other words or marks are entered in addition to the number of voting rights allotted. 5. The writing is unclear and indecipherable or has beenaltered. 6. The candidate whose name is entered in the ballot does notconform to the director	Article 8:	A ballot is invalid under any of the following circumstances, and the voting rights on the questioned ballot will not be counted under the questioned candidate: 1. The ballot wasnot the ballot specified in Article 6. 2. Electing more candidates than required. 3. A ballot not placed in the ballot box, or a blank ballot is placed in the ballot box. 4. Other words or marks are entered in addition to the name or account number (or identity document number)of the candidate,and number of voting rights allotted, or any alteration of such. 5. The writing is unclear and indecipherable. 6. The entered name of	Provisions and serial numbers are amended pursuant to the competent authorities’ “Sample Template for XXX Co., Ltd. Procedures for Election of Directors.”

						Basis of
After Amendment				Before Amendment
						Amendment

		candidate list.		7.	the candidate is identical to the shareholder(s) or disputable, but no other
					identification, such as account number or identity document number is provided to identify. Shall the candidate whose name is entered in the ballot be a shareholder, but his/her

					account name and number differ from the shareholder registry; or if the candidate whose name is entered in the ballot is not a shareholder, his/her name and identity document number are inconsistent after verification.
Article 8:Omitted			Article 9:	Omitted		Provisions amended.
Article 9:Omitted			Article 10:Omitted			Provisions amended.
Article 10:	Omitted		Article 11:Omitted			Provisions amended.
Article 11:	Omitted The third amendment to the Rules was approved on June 12, 2019 The fourth amendment to the Rules was approved on June 16, 2021		Article 12:Omitted The third amendment to the Rules was approved on June 12, 2019			Amendment date is added

Appendix 1

Unizyx Holding Corporation Rules of Procedure for Shareholders’ Meetings

Article 1: To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders’ meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2: The rules of procedures for the Company’s shareholders’ meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be provided in these Rules.
Article 3: Unless otherwise provided by law or regulation, this Company's shareholders meetings shall be convened by the board of directors.
The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’’ meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders’ meeting or before 15 days before the date of the special shareholders’ meeting. In addition, 15 days before the date of the shareholders’ meeting, The Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders’ at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby, as well as being distributed on-site at the meeting place.
The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the company, or any matter under Article 185, paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders’ meeting. None of the above matters may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.

Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this Compnay a written proposal for discussion at a regular shareholders’ meeting. However, the number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. Provided a shareholder proposal proposed for urging the Company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders’ by the board of directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholders’ meeting is held, this Company shall publicly announce its acceptance of shareholder proposals in writing or electronically and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda.

Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders’ who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders’ meeting to be convened.

Article 4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5: The meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders’ to attend. The time to start the meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m. Full consideration shall be given to the independent directors’ opinions with respect to the place and time of the meeting.

Article 6: The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
The Company shall furnish the attending shareholders’ with an attendance book to sign, or attending shareholders’ or their proxies (hereafter “shareholder(s))” may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders’ with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished. Shareholders’ shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders’. Solicitors soliciting proxy forms shall also bring identification documents for verification. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting.
Article 7: The Chairman of the board of directors shall chair the meeting in the case that the meeting is convened by the Board of Directors. If the Chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the Vice Chairman shall act on his behalf. In case there is no Vice Chairman, or the Vice Chairman is also on leave or absent or unable to exercise his power and authority for any cause, the Chairman of the board of directors shall designate one of the managing directors, or where there is no managing directors, one of the directors to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting Chairman of the board of directors.
When a managing director or director serves as the aforementioned chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for 6 months or more and who understands the financial and business conditions of the Company. This also applies to the chair, who is the representative of a juristic person director.
It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the chairperson of the Board in person and attended by a majority of the directors, at least one independent director in person, and the convener of the Audit Committee. The attendance shall be recorded in the meeting minutes. For a shareholders’’ meeting convened by any other person having the convening right, he/she shall act as the Chairman of that meeting provided. However, if there are two or more persons having the convening right, the Chairman of the meeting shall be elected from among themselves. The Company may appoint its attorneys, certified public accountants, or related persons to attend the meeting in a non-voting capacity.

Article 8: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the meeting and the voting and vote counting procedures. The recorded materials shall be retained for at least 1 year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the materials of the meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.
Article 9: The attendance is calculated on the basis of shares. The number of shares represented by shareholders’ attending the meeting shall be calculated in accordance with the sign-in book or attendance cards handed in, plus the number of shares exercising voting rights in writing or by way of electronic transmission.
The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders’ do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders’ still represent less than one-third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph. Still, the attending shareholders’ represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders’ shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month.

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

Article 10: If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the Board of Directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders’ in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders’, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders’; when the chair is of the opinion that a proposal has been discussed

sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11: Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders’ speak will be set by the chair. A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail. A shareholder may not speak more than twice on the same proposal, except with the chair’s consent, and a single speech may not exceed 5 minutes. However, if the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders’ may not speak or interrupt unless they have sought and obtained the chair’s consent and the shareholder that has the floor; the chair shall stop any violation. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives appointed may speak on the same proposal.

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

Article 12: The voting is calculated on the basis of shares.

The shares held by shareholders having no voting right shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders. A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the company’s interest, shall not vote nor exercise the voting right on behalf of another shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders’.

Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.

Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholder meeting, it shall adopt voting rights by electronic means and may adopt exercise of voting rights by correspondence. 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. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this

Company two days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. Unless an explicit statement to revoke the previous intention is made in the proxy, which comes later.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Company’s articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders’. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders’. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders’ of the Company.

Vote counting for proposals or elections shall be conducted in public at the place of the meeting. The voting results, including the statistical tallies of the number of votes, shall be announced on-site at the meeting right after vote counting has been completed and put on record.

Article 14: The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the materials of the meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.
Article 15: Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chairman of the meeting and shall be distributed to all shareholders’ of the company within twenty (20) days after the close of the meeting. The preparation and distribution of the minutes of shareholders’’ meeting may be effected by means of electronic transmission.
The Company may distribute the meeting minutes of the preceding paragraph by

means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company. Provided, if there is any contest to a proposal by any shareholder, such proposal shall be indicated as voting conducted, with the number of favorable rights and ratio of rights.

Article 16: On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders’ meeting. If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17: Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or armbands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.”

At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company , the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19: These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.

Article 20: The Rules were approved on June 17, 2010.

The first amendment to the Rules was approved on June 15, 2011. The second amendment to the Rules was approved on June 12, 2012. The third amendment to the Rules was approved on June 18, 2013 The fourth amendment to the Rules was approved on June 15, 2015. The fifth amendment to the Rules was approved on June 15, 2017. The sixth amendment to the Rules was approved on June 12, 2019. The seventh amendment to the Rules was approved on June 12, 2020.

Appendix 2

ARTICLES OF INCORPORATION OF Unizyx Holding Corporation

CHAPTER I – GENERAL PROVISIONS

Article 1: This Company shall be incorporated in accordance with the Company Act, and shall be named “Unizyx Holding Corporation.”
Article 2: The scope of business of this Company: H201010 Investment.
Article 3: This Company may, for its business operations or other investment matters, make endorsements or issue guarantees. Procedures Governing Endorsement and Guarantees shall be enacted or revised with Shareholders’ Meeting approval.
Article 4: The Company is a professional investment company, the total amount of investment made by this Company may exceed forty percent of the amount of its own paid-up capital. The Board of Director is authorized to make investment decisions.
Article 5: The headquarters of this Company is located in Hsinchu City. If the Company considers it necessary, it may, by a resolution adopted at a meeting by the Board of Directors, set up branch offices in Taiwan or abroad.
Article 6: Any and all public announcements to be made by the Company shall be published in accordance with Article 28 of the Company Act.

CHAPTER II – CAPITAL STOCK

Article 7: The total amount of this Company capital stock is NT$ seven (7) billion divided into seven hundred (700) million shares at par value of NT$10 per share, within which the Board of Directors is authorized to issue shares in installments. NT$ five hundred and twenty million of the aforesaid total capital stock, divided into 52 million shares each at a par value of NT$10, is reserved for exercising stock options of share subscription warrants, special shares under ancillary share subscription rights or corporate bonds with warrants.
Article 8: Share certificates shall be assigned with serial numbers, shall be affixed with the signatures or personal seals of three or more directors of the issuing Company, and shall be duly certified or authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance thereof.
The Company may issue shares without printing share certificate(s), but shall register with a centralized securities depository enterprises.
Article 9: The share certificates of the Company shall all be name-bearing share certificates. For the new shares to be issued by the Company offering its shares to the public, the Company may print a consolidated share certificate representing the total number of

the new shares to be issued at the same time of issue, the Company may issue shares without printing share certificate(s). New shares issued under the provision of the preceding Paragraph, share certificates do not need to be assigned with serial numbers or be assigned only by way of endorsement. Shareholders shall register their names and address on the stock transfer books.

Article 10: All matters concerning shares shall be handled in accordance with “Regulations Governing the Administration of Shareholder Services of Public Companies” provided by competent authority.
Article 11: Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30) days immediately before the date of any special meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.
Article 12: Unless as otherwise provided for in the law, a Company may, upon adoption of a resolution by a majority voting of the directors present at a meeting of its Board of Directors attended by two-thirds of the directors of the Company, buy back its shares in a number not exceeding 5% of the total number of its outstanding shares provided. However, that the total amount of the price for buying back such shares shall not exceed the sum of the amount of its reserved surplus earnings plus the amount of the realized capital reserve. The shares bought back by the Company under the preceding Paragraph shall be assigned or transferred to its employees within three (3) years. If such shares have not been transferred as required after expiry of the foregoing time limit, such shares shall be deemed as the shares that have never been issued; and under this circumstance, the Company shall apply for a necessary alteration registration in respect of such shares accordingly.
The shares bought back under Paragraph I of this Article shall not be entitled to exercise the rights of a shareholder in respect of such shares.
Article 13: Unless as otherwise provided for in the law or in the Articles of Incorporation, a Company may, upon adoption of a resolution by a majority of the directors present at a meeting of the Board of Directors attended by two-thirds of more of the total number of directors of the Company, enter into a share subscription right agreement with its employees whereby the employees may subscribe, within a specific period of time, a specific number of shares of the Company. Upon execution of the said agreement, the Company shall issue to each employee a share subscription warrant.
The share subscription warrant obtained by any employee of the issuing Company shall be non-assignment, except to the heir(s) of the said employee.
Article 14: After the approval of at least two-thirds of the voting rights represented at a Shareholders’ Meeting attended by shareholders representing a majority of the total issued shares, the Company may issue employee stock options at the price lower than the price for buying back such shares, or the price is lower than the closing price of this Company stocks as of the issue date.

Article 15: The shares bought back by this Company in accordance with the Company Act could only be transferred to the staff or employee of parents or subsidiaries of this Company, to the extent qualified under certain requirement specified by the Board of Directors.
This Company may issue employee stock options to the staff or employee of parents or subsidiaries of this Company, to the extent qualified under certain requirement specified by the Board of Directors.

This Company may issue new shares to the staff or employee of parents or subsidiaries of this Company, to the extent qualified under certain requirement specified by the Board of Directors.

This Company may issue restricted stock for employees to the staff or employee of parents or subsidiaries of this Company, to the extent qualified under certain requirement specified by the Board of Directors.

CHAPTER III – SHAREHOLDERS’ MEETINGS

Article 16: Shareholders’ Meetings of this Company are classified into regular meetings and special meetings:
Regular meetings shall be convened within six months after the close of each fiscal year.
Special meetings shall be convened, whenever deemed necessary in accordance with the law.

For a Shareholders’ Meeting convened by the Board of Directors, the chairman of the meeting shall be appointed in accordance with the relevant regulations. Whereas for a Shareholders’ Meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

Shareholders who own at least 1% of the Company’s total share may make proposal for the Shareholders’ Meeting, the number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words. Other relevant rules should be in accordance with Article 172-1 of the Company Act.

A Company shall establish the rules governing the proceedings of meetings.

Article 17: Where a shareholder is unable to attend a meeting, such shareholder may appoint a proxy by using the proxy form provided by this Company, which shall specify the scope of proxy. The methods of voting through proxy, besides regulated by Article 177 of Company Act, should be in compliance with “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies” provided by competent authority.
Article 18: Unless specified by other laws or regulations, each share of stock shall be entitled to one vote.
Article 19: Unless specified by other laws or regulations, a resolution may be adopted by the holders of a simple majority, either attend directly or through proxy, of the votes of the issued and outstanding capital stock represented at a Shareholders’ Meeting at which the holders of a majority of issued and outstanding capital stock are present. According

to regulatory requirements, shareholders may also vote via an electronic voting system, and those who do shall be deemed as attending the Shareholders’ Meeting in person; electronic voting shall be conducted in accordance with the relevant laws and regulations.

Article 20: Resolutions adopted at a Shareholders’ Meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the Company within twenty (20) days after the close of the meeting. The preparation and distribution of the minutes of Shareholders’ Meeting may be effected by means of electronic transmission.
The minutes of Shareholders’ Meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the Company.
The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one (1) year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act hereof, the minutes of the Shareholders’ Meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

CHAPTER IV – DIRECTORS

Article 21: This Company shall have seven (7) ~ nine (9) directors to be elected by Shareholders’ Meeting from competent persons. The term of office for directors shall be three (3) years and are eligible for re-election. In case no election of new directors or supervisors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. However, the competent authority may, ex officio, order the company to elect new directors within a given time limit. In addition, if no re-election is effected after expiry of the given time limit, the out-going directors shall be discharged ipso facto from such expiration date.
The Company adopts the candidates’ nomination system for the election of directors, shareholders should elect directors from nominees list. The number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect.
Each director shall, after having been elected, declare to the competent authority the number and amount of the shares of the Company being held by him/her at the time when he/she is elected. In case a director of a Company whose shares are issued to the public that has transferred, during the term of office as a director, more than one half of the Company's shares being held by him/her at the time he/she is elected, he/she shall, ipso facto, be discharged from the office of director.

If any director of the Company whose shares are issued to the public, after having been elected and before his/her inauguration of the office of director, has transferred more than one half of the total number of shares of the Company he/she holds at the time of

his/her election as such; or had transferred more than one half of the total number of shares he/she held within the share transfer prohibition period fixed prior to the convention of a Shareholders’ Meeting, then his/her election as a director shall become invalid.

When the number of vacancies in the Board of Directors of a Company equals to one third of the total number of directors, or all are discharged, the Board of Directors shall call, within sixty (60) days, a special meeting of shareholders to elect succeeding directors to fill the vacancies of the original terms.

The minimum amount of shares to be owned by the Company’s directors should be handled in accordance with the regulations of the competent authority.

The Company shall take the liability insurance for the directors who have to be responsible for the damages caused by their duties. Any liability insurance and the content thereof, including insurance amount, coverage and insurance rate, acquired or renewed under this section should be submitted to the recent Board meeting.

Article 22: The Company shall establish three (3) or more independent directors to be included in the number of directors designated in the preceding Paragraph. The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination, and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act and other relevant regulations; provided that independent directors may not serve as the director (including independent director) for more than five OTC and/or public companies at the same time.
Article 23: The Board of Directors shall consist of directors of the Company, directors should attend directors’ meeting, where a director is unable to attend the meeting of the Board of Directors, he or she may appoint another director as their proxy to attend the meeting by issuing a letter of proxy. Each director can act as a proxy for only one other director.
The chairman of the Board of Directors shall be elected by a majority of directors in attendance at a meeting attended by over two-thirds of the Board of Directors. The chairman of the Board of Directors is designated to represent the Company.
A Board of Directors shall meet at least quarterly, unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by one-half of the directors at a meeting attended by one-half of the directors.
In calling a meeting of the Board of Directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director no later than seven (7) days prior to the scheduled meeting date. However, in the case of emergency, the meeting may be convened at any time. The afore-mentioned notice may be conducted by written copy, fax, or email.

The notice set forth in the preceding Paragraph may be affected by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.

Any Director attending the meeting via video conference shall be deemed attending the meeting in person.

Article 24: In case the chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, the matter should be handled in accordance with Article 208 of the Company Act.

Article 25: The directors of the Company may be assigned as the Company’s subsidiaries’ directors and supervisors.
Article 26: The Board of Directors is authorized to determine the salary for the directors, whether the Company earned a profit or suffered a loss, the salary shall be paid by taking into account the standards of the industry.

CHAPTER V – MANAGERS

Article 27: This Company has assigned CEO, the appointment, removal, and compensation of the president and vice presidents shall be made in accordance with Article 29 of the Company Act.

CHAPTER VI – ACCOUNTING

Article 28: At the end of each business fiscal year, the following reports shall be prepared by the Board of Directors, and shall be submitted to the Shareholders’ Meeting for approval after they are reviewed by the Audit Committee thirty (30) days before the Shareholders’ Meeting:
Business Report;
Financial Report; and
Proposal of Appropriation of Net Profit or the Covering of Losses.
Article 29: Where there is profit at the end of the fiscal year of this Company, this Company shall firstly allocate an amount not less than one ten thousandth (1/10000) of the profit as the employee bonus and an amount not more than two percent (2%) of the profit as director remuneration. If this Company still has losses of previous years, the profit shall be reserved to recover the accumulated losses in advance. In the event that employee bonus is allocated in cash or stocks, the staff or employee of parents or subsidiaries of this Company, to the extent qualified under certain requirement specified by the Board of Directors, is entitled to such employee bonus. Aforementioned employee bonus may be allocated in cash or in stock to the extent that the market price of employee bonus is not higher than fifty percent (50%) of net profit margin or fifty percent (50%) of distributable surplus.
Article 30: Where this Company has earnings at the end of the fiscal year, after paying all relevant taxes and making up losses of previous years, this Company shall allocate ten percent (10%) of said earnings as legal reserve (unless such legal reserve amounts to the total authorized capital), thereafter, a special reserve shall be set aside or reversed, the remainders together with the undistributed earnings at the beginning of this period are distributable surplus. The Boards of directors may propose to allocate the distributable surplus, after reserved in whole or in part, as shareholder’s dividend on the condition of shareholder’s approval. The Company’s dividend policy shall be based on the Company’s profitability, future business operation, and shareholders’ interests. Dividends distribution, according to this Articles of Incorporation, shall be distributed in compliance with earning distribution stipulated by the Board of Directors, by taking capital increase from retained earnings or cash or dividend distribution, according to Shareholders’ Meeting to achieve a stable balance of the dividend policy based on the

Company’s structure of shares and finance and profits.

Distribution of profits shall be made preferably by way of cash dividend. Distribution of profits may also be made by way of stock dividend, provided however, the ratio for stock dividend shall not exceed 50% of total distribution. The total amount of aforementioned Company’s employee bonuses paid out in cash and distributed as new shares (valued at market price) shall not exceed 50 percent of net income for the current period or 50 percent of distributable earnings.

CHAPTER VII – SUPPLEMENTARY PROVISIONS

Article 31: The Company’s directors, managers, etc. may not release the Company’s confidential documents or other confidential information in terms of technology, marketing, products and other confidential information obtained through participation of the Company’s operating to others.
Article 32: The Company Act and related regulations shall govern any matter not provided in the Articles of Incorporation.
Article 33: These Articles of Incorporation were approved on June 17, 2010. The first amendment was approved on October 4, 2010. The second amendment was approved on June 12, 2012. The third amendment was approved on June 15, 2015. The fourth amendment was approved on June 16, 2016. The fifth amendment was approved on June 15, 2017. The sixth amendment was approved on June 12, 2019.

Appendix 3

Unizyx Holding Corporation Regulations Governing Loaning of Funds to Others

Article 1: The Procedures are established pursuant to the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” imposed by the Financial Supervisory Committee. provided, where financial laws or regulations provide otherwise, such provisions shall govern.
Article 2: Entities to which the Company may loan funds to Under Article 15 of the Company Act, the Company shall not loan funds to any of its shareholders’ or any other person except under the following circumstances:
Where an inter-company or inter-firm business transaction calls for a loan arrangement; or
Where an inter-company or inter-firm short-term financing facility is necessary, provided that such financing amount shall not exceed 40 percent of the lender’s net worth.

The term “short-term” as used in the preceding paragraph means one year, or where the Company’s operating cycle exceeds one year, one operating cycle.

The term “financing amount” as used in paragraph 1, sub-paragraph 2 of this Article means the cumulative balance of the Company’s short-term financing.

The restriction in paragraph 1, subparagraph 2 shall not apply to inter-company loans of funds between overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares, nor to the loan of funds to the Company by any overseas company in which the public company holds, directly or indirectly, 100% of the voting shares. However, the Public Company shall still prescribe limits on the aggregate amount of such loans and on the amount of such loans permitted to a single borrower, and shall specify limits on the durations of such loans.

The responsible person of a company who has violated the provisions of Paragraph 1 shall be liable, jointly and severally with the borrower, for the repayment of the loan at issue and the damages, if any, to the company resulted there-from.

Article 3: Evaluation standards for loaning funds to others:
Where funds are loaned for reasons of business dealings, the principle is that the business transaction has occurred. The upper limit of loan is the higher amount of purchase from or sale to the entity in the most recent year or the current year up to the time of loaning.
Where short-term financing is needed, the reasons for and conditions of extending loans shall be enumerated. Only the following circumstances apply:
- (1) When the company to which the Company has made equity method investment needs the fund for repaying bank borrowing, buying equipment, or for business liquidity.
- (2) When the company in which the Company holds 20% indirectly or more stake needs the fund for repaying bank borrowing, buying equipment, or for business liquidity.
- (3) When the company in which the Company holds 20% directly or indirectly needs the fund for re-investment, such re-investment relates to the Company’s business, positively affecting the Company’s future business

development.

Article 4: Aggregated amount of loaning, and limit to individual entity The aggregated amount of these loaned funds shall not exceed 40 percent of the Company’s net worth. The limits to individual entities, and the reasons are specified as follows:
Where funds are loaned to those who with business dealings, the upper limit of loan is the higher amount of purchase from or sale to the entity in the most recent year or the current year up to the time of loaning.
For the short-term financing facility necessary, the individual loan shall not exceed 10 percent of the Company’s net worth.
Article 5: Definitions applied in the Procedures:
Net worth: refers to the latest CPA-audited balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Subsidiaries and parent company: defined as the “Regulations Governing the Preparation of Financial Reports by Securities Issuers.”
Announce and report: means the process of entering data to the information reporting website designated by the Financial Supervisory Commission (FSC).
Date of occurrence: means the date of contract signing, date of payment, dates of boards of directors resolutions, or other dates that can confirm the counterparty and monetary amount of the loan of funds or endorsement/guarantee, whichever date is earlier.
Article 6: The Company formulated the Operational Procedures for Loaning Funds to Others in compliance with these Regulations, and, after passage by the one-half or more of all audit committee members, then resolved by the Board of Directors, and submit 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.
Article 7: Procedures for handling loaning of funds.
The loaning is only conducted with the Board of Directors’ resolution, and no other party may be authorized to determine. Any material loaning of funds requires 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 Provided, for inter-company loans between the Company and subsidiaries in which the Company holds, directly or indirectly, 100% of the voting shares, and loans among subsidiaries, the Chairman may be authorized 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 drawdown.
- The “certain monetary limit” mentioned in the preceding paragraph on authorization for loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the lending company, except for the loans between the Company

and subsidiaries in which the Company holds, directly or indirectly, 100% of the voting shares.

The accountable department 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.
- For the receivables due from related parties, such receivables shall be re-recognized as other receivables and disclosed in the information of loaning of funds when being overdue for certain period. The receivables re-recognized as loaning of funds shall be publicly announced regularly and submitted to the next meeting Board of Directors for ratification. The subsidiaries are not subject to the restrictions set forth in Articles 8, 9 and 10 of the Procedures.
The accountable department shall prepare a detailed statement for the loan occurrence and cancellation each month to control, track, and publicly announce such loans. The loans shall be assessed and appropriated for adequate allowance losses. The disclosure of related information shall be made in financial reports, and relevant information shall be provided to CPAs for necessary audits.
The 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 Audit Committee in writing of any material violation found.
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, a public 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.
Article 8: Review procedures for the loaning of funds
When borrowing money from the Company the borrower shall provide the basic information and financial information, with application to specify the loan amount, duration, purpose and collaterals provided.
Upon receiving the application, the accountable department shall prudentially assess if the application complies with the regulations imposed by the competent authority and the Company’s Procedures for Loaning Funds to Others. The assessment includes if the borrower has any direct/indirect business relationship with the Company, and the financial positions of their business, solvency and credit, profitability and purpose of loans, as well as risks, while taking account into the effects of the Company’s aggregated loans on the Company’s operational risks, financial positions, and shareholders’’ equity. Shall the borrower have poor credit or improper purpose of the loan, and thus no loan will be given, the accountable department shall submit the reason of rejection to the President and Chairman for approval and reply to the borrower as soon as possible. Shall the borrower have good credit or proper purpose of loan, and meet the requirements of the related operational procedures, the accountable department shall prepare a report, assessment outcomes, and loaning terms, to be submitted to the President and Chairman for their review, and the Board of Directors for resolutions before proceeding. No other party is allowed to be authorized to determine.
- Shall there be independent directors in place, loaning of funds to others shall fully take independent directors’ opinion into account. Their specific consent or dissent

with the reasons shall be recorded in the Board’s meeting minute.

Any borrower whose total liability exceeds total assets will not be accepted. When the Company loans any fund, unless the borrower is a subsidiary, a promissory note with an identical amount as loan is required as the collateral; chattel or real estate mortgage may be required if necessary. In case the borrower provides valuable collateral for pledge with risks, the loan may be granted upon the Company’s discretion. Other than lands and negotiable securities, all collaterals shall be covered with fire insurances; vehicles are fully insured. The principle is that the insurance amount must not lower than the cost of replacing the collateral. On the policy, the Company shall be specified as the beneficiary. The underlying subject, quantity, location and policy terms set forth in the policy shall be consistent with the Company’s terms of the loan. For the collaterals of creditor’s rights mentioned in the preceding paragraph, if the debtor provides individual or corporate guarantors for its certain financial capability and credits, to replace collaterals, the Board of Directors may grant the loan based on the accounting department’s reports and the Board’s discretion; if the guarantor is a company, the articles of incorporation of such company shall permit this company to guarantee others.
Article 9: Duration of loans and calculation of interest.
The duration of each loan is one year only.
The lending rate is subject to the Company’s fund costs and may be changed from time to time; however, it shall never be lower than the maximum interest rate for the Company’s borrowings from financial institutions. The interest of the Company’s loan shall be collected every month principally; if there is any special circumstance, adjustments may be made upon the Board’s approval.

Article 10: Controlling measures, and procedures dealing with creditor’s rights.

Once a loan is disbursed, the financial position, business, and related credits of the borrower and its guarantors shall be monitored frequently; shall there be any collateral, its value shall be monitored for any fluctuation. In case of major changes, the Chairman shall be immediately reported to, and proceed as his/her instructions.
When a borrower fully repay the loan when it is due or before it is due, the interest payable shall be calculated first; with both the principal and interest are both fully repaid, the promissory note may be cancelled and returned to the borrower, or the mortgage may be cancelled.
The borrowers shall fully repay principals and interests when loans expire. Any violation will entitle the Company to dispose of their collaterals or recourse the guarantors pursuant to laws.
Article 11: Announcing and reporting procedures.
The Company shall announce and report the previous month’s loan balances of its head office and subsidiaries by the 10th day of each month.
When one of the following levels is reached, it shall announce and report such event within two days commencing immediately from the date of occurrence: (1) The aggregate balance of loans to others by the Company and its subsidiaries reaches 20 percent or more of the public company’s net worth as stated in its latest financial statement.
- (2) The balance of loans by the public company and its subsidiaries to a single

enterprise reaches 10 percent or more of the public company’s net worth as stated in its latest financial statement.

  - (3) The amount of new loans of funds by the public company or its subsidiaries reaches NT$10 million or more and reaches 2 percent or more of the public company’s net worth as stated in its latest financial statement.

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 announce and report pursuant to subparagraph 3 of the preceding paragraph.
Article 12: Procedures for controlling and managing loans of funds to others by subsidiaries.
Where the Company’s subsidiary intends to make loans to others, the Company shall instruct it to formulate its own Operational Procedures for Loaning Funds to Others in compliance with these Regulations to be submitted to the Board and/or AGM for resolutions as required by laws, and it shall comply with the Procedures when loaning funds.
When Company’s subsidiary intends to make loans to others, its own “Internal Control System” and the “Operational Procedures for Loaning Funds to Others” shall be complied with; and the balances of loans, borrowers, and durations in the previous month shall be reported in writing to the Company by the 5th day of each month. The Company’s audit department shall include the subsidiary’s loans to others as one of the quarterly audit items; and the outcomes of such audit shall be included in the audit reports to the Audit Committee and the Board of Directors.
If the Company’s subsidiary is not publicly listed, when its balance of loans reaches the announcing and reporting standards specified in Article 11, paragraph 2, the subsidiary shall report such on the date when the fact occurs. The Company shall announce and report at the assigned website, as required.

Article 13: Disciplinary Actions

In case the managerial officers and staff in charge violate the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” imposed by the competent authority, such violations will be recorded and taken into account for their annual personal appraisals.
Shall the Board of Directors or any director violate the related regulations or AGM’s resolutions when conducting business, the Audit Committee shall inform them to stop such conduct pursuant to Article 218-2.

Article 14: Implementation and Amendments

The formulation and amendment of the Procedures shall be approved by one-half or more of all audit committee members, then resolved by the Board of Directors, and submit them for approval by the shareholders’’ meeting.

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. The terms “all audit committee members” in paragraph 1 and “all directors” in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.

Article 15: The Operational Procedures were approved on June 17, 2010. The first amendment to the Procedures was approved on June 18, 2013 The second amendment to the Procedures was approved on June 12, 2019. The third amendment to the Procedures was approved on June 12, 2020.

Appendix 4

Unizyx Holding Corporation Procedures for Election of Directors

Article 1: Except as otherwise provided by law and regulation or by the Company’s articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 2: The cumulative voting method shall be used for the election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 3: Elections of directors and independent directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in the Company Act. Before convening shareholders’’ meetings for electing directors, the nominees shall be assessed for their qualifications and whether to be subjected to the matters set forth in Article 30 of the Company Act prudentially, and the election shall be proceeded pursuant to Article 192-1 of the Company Act.
Shareholders’ shall elect from the candidate list of the directors and independent directors. The Company’s directors and independent directors shall be elected at the same time pursuant to the Procedures; the votes are separately calculated for independent and non-independent director positions. Those receiving more ballots will be elected.
Article 4: The Board of Directors shall instruct the Company’s strategies, supervise the management, be held accountable to the Company and the shareholders’. The operations and arrangement relate to the corporate governance system, the Board of Directors shall be ensured to fulfill their duties pursuant to laws and regulations, articles of incorporations, and resolutions of AGMs.
The structure of the Board of Directors shall consist of five or more seats, as appropriate, based on the business development and scales, and the shareholdings of the major shareholders’ while taking account of practical operations.
Other than the directors concurrently serving as the managerial officers in the Company who are advisable to be fewer than on-third of all director seats, the composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company’s business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as

follows:

The ability to make judgments about operations.
Accounting and financial analysis ability.
Business management ability.
Crisis management ability.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

Article 5: 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. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 6: The Board of Directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders’ at the shareholders’ meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders’.
Article 7: Shall a candidate be a shareholder, voters shall indicate the candidate’s account name and number in the “Candidate” column on the ballot; if a candidate is not a shareholder, his/her name and identity document number shall be specified. However, if a candidate is a governmental or institutional shareholder, the candidate’s account name on the ballot shall be the name of such governmental or institutional shareholder, or with their representatives. Shall there be several representatives, their names shall be specified individually.
Article 8: A ballot is invalid under any of the following circumstances, and the voting rights on the questioned ballot will not be counted under the questioned candidate:
The ballot was not the ballot specified in Article 6.
Electing more candidates than required.
A ballot not placed in the ballot box, or a blank ballot is placed in the ballot box.
Other words or marks are entered in addition to the name or account number (or identity document number) of the candidate, and the number of voting rights allotted, or any alteration of such.
The writing is unclear and indecipherable.
The candidate’s entered name is identical to the shareholder(s) or disputable, but no other identification, such as account number or identity document number is provided to identify.
Shall the candidate whose name is entered in the ballot be a shareholder, but his/her account name and number differ from the shareholder registry; or if the

candidate whose name is entered in the ballot is not a shareholder, his/her name and identity document number are inconsistent after verification.

Article 9: The voting rights shall be calculated on-site immediately after the end of the poll under the supervision of monitoring personnel, 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 or the host on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year.
Article 10: The Board of Directors of the Company shall issue notifications to the persons elected as directors.
Article 11: Any unmentioned matter in the Procedures shall be handled pursuant to the Company’s articles of incorporation, the Company Act, and related laws and regulations.
Article 12: These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders’ meeting.

The Procedures were approved on June 17, 2010.

The first amendment to the Procedures was approved on June 15, 2015. The second amendment to the Procedures was approved on June 15, 2017. The third amendment to the Procedures was approved on June 12, 2019.

Appendix 5

Unizyx Holding Corporation Shareholding of All Directors

Book Closure Date: April 18, 2021

			Shareholder Registry on Book	Shareholder Registry on Book
			Closure Date
Title	Name	Date elected
			Number of	Shareholding

			Shares	%
Chairman	Shun-I Chu	2019/06/12	100,173,833	22.34
Director	Gordon Yang	2019/06/12	1,752,051	0.39
Director	Yuh-Long Chen	2019/06/12	8,498,178	1.90
Director	Lien-Pin Pai	2019/06/12	16,808,783	3.75
Director	ZYXEL Foundation Representative: Ping-Chin Li	2019/06/12	6,000,000 645,122	1.34 0.14
Director	Che-Ho Wei	2019/06/12	0	0.00
Independent director	K.C. Shih	2019/06/12	0	0.00
Independent director	Feng Chian	2019/06/12	0	0.00
Independent director	Chin-Tang Liu	2019/06/12	0	0.00
Total			133,232,845	29.72

Note 1: As of April 18, 2021, the Company has issued common shares for 448,431,355 shares. Note 2: The shareholdings of all directors required by laws are 14,349,803 shares; as of April 18, 2021, the total shareholdings of all directors are 133,232,845 shares (independent directors’ shareholdings are excluded).

Note 3: The Company has set up the Audit Committee, hence there is no applicable legal requirement for shareholding of supervisor.

AI assistant

Zyxel Group — AGM Information 2021

52370_rns_2021-07-05_92c0abc6-e797-4f82-8b16-49cf63eefdb1.pdf

Unizyx Holding Corporation

2021 Annual Shareholders’ Meeting

Time of Meeting: June 16, 2021 (Wednesday)

Table of Contents

Unizyx Holding Corporation

2021 Annual Shareholders’ Meeting Procedures

1. Call the Meeting to Order

2. Chairman’s Address

3. Reports

4. Ratifications

Unizyx Holding Corporation

2021 Annual Shareholders’ Meeting Agenda

Reports

Ratifications

Discussion

Unizyx Holding Corporation 2020 Business Report

I. Business Results 2020:

(1) Outcome of performance:

(2) Analysis on profitability:

II. Business Outlook

Unizyx Holding Corporation Audit Committee’s Review Report

Attachment 3

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

How the matter was addressed in our audit:

2. Valuation of Inventories

Description of key audit matters:

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

Notes to Readers

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

Unizyx Holding Corporation and subsidiaries

Consolidated Balance Sheets

December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unizyx Holding Corporation and subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars , except for earnings per share)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unizyx Holding Corporation and subsidiaries

Consolidated Statements of Changes in Equity

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

Unizyx Holding Corporation and subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

Unizyx Holding Corporation and subsidiaries

Consolidated Statements of Cash Flows (continue)

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Responsibilities of Management and Those Charged with Governance for the Parent-Company-Only Financial Statements

Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements

Notes to Readers

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

Unizyx Holding Corporation

Balance Sheets

December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

Unizyx Holding Corporation

Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars , except for earnings per share)

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese) Unizyx Holding Corporation

Statements of Changes in Equity

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

Unizyx Holding Corporation

Zyxel Group AGM Information 2021