Patec Precision Industry Co., Ltd.

2023Annual General Meeting

Meeting Agenda (Translation)

June 15, 2023

(The English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.)

1.	Call Meeting to Order	1
2.	Meeting Agenda	2
	(1) Matters to Report	3
	(2) Proposed Resolutions	3
	(3) Discussion Matters	4
	(4) Election Matters	6
	(5) Other Matters	7
	(6) Questions and Motions	7
	(7) Adjournment	7
3.	Attachment
	I 2022Business Report	8
	II 2022 Audit Committee’s Review Report	10
	III Comparison Table for Rules of Procedure for Board of Directors	11
	Meetings Before and After Revision
	IV 2022 Consolidated Financial Statements and Independent	14
	Accountants
	V 2022 Earnings Distribution Table	26
	VI Comparison Table for Memorandum and Articles of Association	27
	Before and After Revision
	VII Comparison Table for Rules of Procedure for Shareholders Meetings	43
	Before and After Revision
	VIII Comparison Table for the Endorsements Management Before and	48
	After Revision
4.	Appendix
	I Rules of Procedure for Board of Directors Meetings (Before	49
	Revision)
	II Memorandum and Articles of Association (Before Revision)	55
	III Rules and Procedures of Shareholders’ Meeting (Before Revision)	94
	IV Endorsements Management (Before Revision)	105

	Table of Contents
V	The Impact of Stock Dividend Issuance on Business Performance,	110
	EPS, and Shareholder Return Rate
VI	Shareholding of Directors	110

Patec Precision Industry Co., Ltd. 2023 Annual General Meeting Procedure

I. Call Meeting to Order

II. Meeting Agenda

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Patec Precision Industry Co., Ltd. 2023 Annual General Meeting Agenda

Time ： 09:00 a.m. on 15[th] June 2023 (Thursday)

Place ： 13F, No. 8, Dongxing Rd., Songshan Dist., Taipei City 105412, Taiwan (R.O.C.)

Attendants ： All shareholders or their proxy holders

Agenda ： 1.Call the meeting to order （ Report of the total number of shares represented at this AGM ）

2.Chairman Remarks

3.Matters to Report

(1) 2022 Business Report.
(2) 2022 Audit Committee’s Review Report.
(3) 2022 compensation of directors and employees.
(4) 2022 earnings distribution.
(5) Amendment to the “Management of Board Meetings Operations”.

4.Proposed Resolutions

(1) Adoption of the Fiscal 2022 Business Report and Consolidated Financial Statement.
(2) Adoption of the Proposal for Distribution of 2022 Earnings.

5.Discussion Matters

(1) Discussion of the proposal to amend the Memorandum and Articles of Association.
(2) Amendment to the Rules of Procedure for Shareholders Meetings.
(3) Amendment to the Endorsements Management.
(4) Issuance of Restricted Stock Awards.
Voting by poll

6.Election Matters:

(1) Proposal for the Company’s by-electing of Directors 2 seats (including 1 Independent Director).

Voting by poll

7.Other Matters:

(1) Proposal of Release the Prohibition on Directors from Participation in Competitive Business.

Voting by poll

8.Questions and Motions

9.Adjournment

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Matters to Report

To report the business of 2022. Description ：

2022 Business Report, please refer to Attachment I .

Audit Committee’s review report 。

Description ：

2022 Audit Committee’s Review Report, please refer to Attachment II .

To report 2022 compensation of directors and employees. Description ：
(1) According to Article 99 of the company’s Memorandum and Articles of Association, the company has profits at the end of a financial year, not more than three percent (3%) of Profits before tax for bonuses of the Directors, and during zero-point one percent (0.1%) to three percent (3%) of Profits before tax for bonuses of the Employees.
(2) 2022 employees’ bonus is NT$250,000 and directors’ bonus is NT$700,000.
To report 2022 earnings distribution.
Description ：

Patec’s Articles of Incorporation authorize the Board of Directors to approve the first half of 2022 earnings distribution. The amounts and payment date the first half of 2022 cash dividends are demonstrated in the table below:

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2022 Payment Date Cash Dividends Per Share Total Amount
the first half 2022/10/20 0.18 8,236,747
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To report amendment to the “Management of Board Meetings Operations”.
Description ：

In order to conform to the needs of commercial practice and amendments to related commercial laws, amend the “Management of Board Meetings Operations”, please refer to Attachment III of this handbook for the comparison table of the revised provisions.

Proposed Resolutions

1. To accept 2022 Business Report and Consolidated Financial Statements. (Proposed by the board of directors) Description `：`

(1) PATEC’s Financial Statements were audited by independent auditors, Mr. Yi-Fan Lin and Mr. Chin-Chang Chen of PricewaterhouseCoopers. Also, Business Report and Financial Statements have been approved by the Board and examined by the Audit Committee.
(2) The 2022 Business Report, independent auditors’ audit report, and the above-mentioned Financial Statements please refer to Attachment I and Attachment IV .

Resolution `：`

2. Adoption of the Proposal for Distribution of 2022 Profits. (Proposed by the board of directors) Description `：`

(1) The Board has adopted a Proposal for Distribution of 2022 Profits in accordance with the Company Act and Articles of Incorporation.

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(2) The Company’s final earnings for fiscal 2022 are calculated at NT$ 74,861,655, please refer to The Chart of 2022 Earnings Appropriation in Attachment V . As to the share dividends for the shareholders, it is proposed to distribute NT$ 0.1 per share of cash dividends. The BOD may make the required adjustments to the actual earnings distribution ration based on the number of issued and outstanding stocks registered in the Common Stockholders’ Roster as at the date of record.
(3) For the distribution of cash dividends, upon approval by this General Shareholders Meeting, the board of directors will be authorized to adopt a date of record for the distribution of dividends and carry out the relevant dividend distribution matters.
(4) In the event that, before the distribution record date, the proposed profit distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a buyback of shares or issuance of new shares for transferring treasury shares to employees or for equity conversion in connection with domestic or overseas convertible corporate bonds or other convertible securities or employee stock options, it is proposed that the Chairman be authorized to adjust the cash to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.
(5) Profit Distribution Table please refer to Attachment V .

Resolution `：`

Discussion Matters

1. Adoption of the 12[th] Amended and Restated Memorandum and Articles of Association of the Company.

(Proposed by the board of directors)

Description ：

(1) To comply with the provision of Checklist for the Protection of Shareholders’ Rights and Interests in the Place of Registration of Foreign Issuers..
(2) The comparison of the provisions before and after the amendments please see Attachment VI .

Resolution `：`

2. Amendment to the “ Rules of Procedure for Shareholders Meetings ” . Please proceed to discuss.

(Proposed by the board of directors) Description ：

In order to conform to the needs of commercial practice and amendments to related commercial laws, the company hereby proposes to amend the “Rules of Procedure for Shareholders Meetings”, the Comparison Table for the “Rules of Procedure for Shareholders Meetings” Before and After Revision please refer to Attachment VII .

Resolution `：`

3. Amendment to the “ Endorsements Management ” . Please proceed to discuss. (Proposed by the board of directors) Description `：`

In order to conform to the needs of commercial practice and amendments to related commercial laws, the company hereby proposes to amend the “Endorsements Management”, the Comparison Table for the “Endorsements Management” Before and After Revision please refer to Attachment VIII .

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Resolution ：

4. Proposal to issue new shares with restricted employee rights; please discuss. (Proposed by the board of directors of directors) Description:

(1) The contents of the new shares with restricted employee rights to be issued are as follows: I. Total issuance: 593,000 ordinary shares.
II. Issuing conditions:
A. Issuing price: The new shares with restricted employee rights are issued free of charge. B. Vesting conditions: Employees who meet the personal performance target or the Company's operating objectives set out in the "Issuance Rules of Patec 2023 Restricted Stock Awards Plan" formulated by the Company, without violating these issuance measures in the year.
C. Handling method for employees who fail to meet the vesting conditions or inheritance: In case the employee fails to meet the vesting conditions, the Company shall withdraw the shares free of charge and cancel them. Other matters shall be handled in accordance with the issuance measures formulated by the Company.
(2) Qualifications of employees and the number of shares to be allocated or subscribed to I. Limited to the full-time regular employees of the Company and employees of domestic and foreign controlled or subordinate companies who have been on duty on the date of issuance of such new shares.
II. For the number of new shares with restricted employee rights to be allocated, the seniority, rank, overall contribution, operating conditions and other factors, as well as the needs of the Company's operating needs and business development strategies shall be taken into account. After being approved by the Chairman, it shall be submitted to the board meeting for approval. However, those who have the status of manager shall first obtain the consent of the Remuneration Committee; those who are not directors or managers should be approved by the Audit Committee of the Company.
III. The number of new shares with restricted employee rights granted by the Company to any employee shall be handled in accordance with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers.
(3) Rights subject to restrictions after subscription of new shares and before the vesting conditions are met
I. During the vested period, the employee shall not sell, pledge, transfer, gift, set a lien or otherwise dispose of the new shares with restricted employee rights.
II. For the new shares with restricted employee rights allocated to employees in accordance with these measures, before the vesting conditions are met, other rights including but not limited to dividends, bonuses, rights to allocation of capital reserves, stock options for cash capital increase, etc. shall be the same as the ordinary shares issued by the Company.
(4) The necessary reason for the new shares with restricted employee rights: To attract and retain professionals required by the Company, and improve employees' loyalty and sense of belonging to the Company, so as to create the joint interests of the Company and shareholders, and ensure the integration of employees' interests and shareholders' interests.
(5) The amount of possible expenses, the dilution of earnings per share of the Company and other matters affecting shareholders' equity: Based on the Company's closing price of NT$39.9 per share on April 26[th] 2023, if the vesting conditions are met in full, the maximum amount of possible expenses is NT$23,660,700; according to the vesting conditions, the possible annual expensed amounts from 2023 to 2025 are about NT$3,155 thousand, NT$16,562 thousand, and NT$3,943 thousand respectively. Based on the 45,759,703 outstanding shares of the Company on April 26[th] 2023, the possible reduction in earnings per share of the Company from 2023 to 2025 is about NT$0.07, NT$0.36, and NT$0.09 respectively. The dilution of earnings per share of the Company is therefore limited, and has no significant impact on

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shareholders' equity.

(6) Other major items:
I. Within one year from the date of the resolution of the shareholders' meeting, the new shares with restricted employee rights to be issued by the Company shall be reported to the competent authority in tranches. Within two years from the date of the arrival of the notice from the competent authority on the effectiveness upon declaration, the Company may issue the shares in one go or in tranches according to actual needs.
II. Before the employee meets the vesting conditions, the attendance, proposal, speech, voting rights and other matters related to shareholders' rights and interests at the shareholders' meeting of the Company shall be entrusted to the trust custodian institution to exercise on his/her behalf.
III. After this proposal is submitted to the shareholders' meeting for resolution, the board meeting is authorized to apply with the competent authority for issuance in accordance with relevant laws and regulations. For matters not covered, unless otherwise provided by laws and regulations, the board meeting shall be fully authorized to amend or implement them in accordance with relevant laws and regulations.

Resolution `：`

Election Matters

1. Proposal for the Company’s by-electing of 2 Directors (including 1 independent director). (Proposed by the Board)

Description `：`

(1) The term of the current (6[th] ) directors of the company will expire on June 27[th] 2024. Based on the consideration of medium and long-term business strategy, it is planned to by-elect the 6[th] of Directors 2 seats (including 1 independent director seat) at the 2023 annual general meeting.
(2) In order to consolidate the corporate governance, the Company has formed a Remuneration Committee and an Audit Committee in accordance with the Securities and Exchange Act and the relevant provisions of the Company Act, so this year's Annual General Meeting will be elected 2 seats directors (including 1 independent director) in accordance with the Memorandum and Articles of Association, for the term to 27[th] June 2024, and the Audit Committee consist of all independent directors.
(3) In accordance with Article 192-1 of the Company Act, the Company adopted the candidate’s nomination system for electing the 6[th] term of directors (including independent directors). The 2 candidates were reviewed and approved by the 10[th] Board of Directors in 2023. The relevant information is described as follows:

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Academic background Current Shares
Position Name
and experience position held
Academic background:
UNIVERSITY OF ILLINOIS Urbana-
Champaign, IL
Master of Science in Finance
NATIONAL CHENGCHI UNIVERSITY
SinoStar
YANG Bachelor of Arts, Major in Economics
Capital
Director HUI 0
Inc./Vice
CHEN Experience:
President
CK GROUP/ Special Assistant to CEO
CRIMSON INVESTMENT/ Vice President
CHINA VENTURE MANAGEMENT/
Assistant Vice President
TAN THE UNIVERSITY OF WESTERN Spindex
Independent
HEOK AUSTRLIA Industries 0
Director
TING Bachelor of Laws & Commerce Limited
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Resolution ：

Other Matters

1. Proposal `：` Discussion of release the prohibition on Directors from participation in competitive business.

(Proposed by the Board) Description `：`

(1) IT WAS NOTED THAT according to the Company Act article 209, a director who acts for himself or on behalf of another person that is within the scope of the company’s business, shall secure approval for such at the meeting of shareholders. For the newly elected directors of the 6th board, it is proposed at this 2021 shareholders’ meeting to request to remove the limitation on directors for non-compete reasons.
(2) The new directors’ education, experience, or part-time duties of other enterprises list are described as follows ：

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Position Name Current position
Director Yang Hui Chen SinoStar Capital Inc./Vice President
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Resolution ：

Questions and Motions

Adjournment

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Attachment I

2022 business report

Dear Shareholders:

Thank you for the encouragement and the support to the Company in the past year. Thank you for your time to participate in the Company’s 2023 general shareholders meeting during your busy schedule.

Here, we would like to present the operating result in 2022; and a summary of the business plan for 2023.

2022 operating results

According to TrendForce statistics, global vehicle sales in 2022 will be 81.05 million units, virtually matched the level of 2021, since global car sales volume peaked at 95.6 million in 2018. Affected by the COVID-19 pandemic and car chips shortages, the automotive supply market has been impacted, it is estimated that the global automotive market sales will have the opportunity to resume growth in 2023, reaching 84.1 million units, an annual increase of 3.8%.

The company's main markets are China, Europe and Indonesia, and in 2022, Indonesia's revenue will grow by more than 20%. In terms of operating conditions in 2022, The components for cars and motorcycles: due to the continuous impact of the COVID-19 pandemic and chip shortages, the sales amount were NT$1.234 billion and NT$94 million, respectively, higher sales compared to 2021; Machinery equipment: although the sales amount was NT$67 million due to the late delivery schedule of customers, the robot leasing revenue increased from NT$5 million in 2021 to NT$26 million in 2022. After considering the entire economic environment, the Company continued to optimize the costs and implemented the cost-saving policy and declined low-profit orders. In summary, the Company's overall performance was NT$1.42 billion, and the net profit after tax was NT$72 million.

Unit: NT$’000; %

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Year Increase
2021 2022
Analysis (Decrease) %
Sales 1,368,325 1,419,910 3.77 %
P&L Gross Profit 356,356 394,246 10.63 %
Income after tax 70,421 71,580 1.65 %
Return on assets (%) 3.52 3.8 7.95 %
Return on equity (%) 5.7 6.05 6.14 %
Operating
19.61 24.71 26.01 %
Ratio of register profit
capital (%) Income before
Profitability 24.11 26.62 10.41 %
tax
Net profit rate (%) 5.15 5.04 (2.14) %
Basic EPS (dollar) 1.47 1.64 11.56 %
Diluted EPS (dollar) 1.47 1.63 10.88 %
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Attachment I

2022 business report

2023 business plan

In 2023, despite Russian-Ukrainian War, Sino-US Coopetition, and the US dollar interest rate hike, market uncertainties are still needed, but after the coronavirus outbreak end, the consumer market will still have certain optimistic expectations.

In 2023, the company will continue to develop more applications of stamping workpieces with exclusive stamping equipment, actively improve manufacturing and production automation to optimize costs, and negotiating the prices with customers to maintain the profits and developing new markets. With China receiving five-year orders from BYD in the second half of 2022, Indonesia receiving orders from Aisin, Hungary gradually getting rid of the loss situation, and service robots gradually maturing after the application of Changi Airport, it will promote the Australian and North American markets in 2023, and the company's future growth should have considerable potential.

Thanks again to all shareholders for the support and encouragement. Honesty and integrity, quality first, and sustainable management are the Company's tenet. Looking forward to 2023, in situations where the epidemic is under control, and the global economy is expected to recover gradually. The management teams and all colleagues will Continue to work hard, actively implement the above-mentioned operation plan and improving. We will confine to increase the Company’s value, and create good profits for shareholders.

We wish you all prosperity and every success in the future.

CHAIRMAN Wee Liang Kiang CEO Wee Hong Jie CFO Sean Hsu

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Attachment II

Patec Precision Industry Co., Ltd.

2022 Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2022 Business Report, Financial Statements, and proposal for allocation of earnings. The CPA firm of PricewaterhouseCoopers was retained to audit PATEC’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by Audit Committee members of the Company. According to relevant requirements of the Securities and Exchange Act and Company Law, we hereby submit this report.

Patec Precision Industry Co., Ltd. Chairman of the Audit Committee Yen Chun-Te 23[rd] March, 2023

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Attachment III

PATEC PRECISION INDUSTRY CO., LTD. Comparison Table for Rules of Procedure for Board of Directors Meetings BEFORE AND AFTER REVISION

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Existing Article Amended Article Explanation
Article 3 Article 3 To strengthen
The board of directors shall meet at The board of directors shall meet at corporate
least quarterly. least quarterly. governance.
A notice of the reasons for convening A notice of the reasons for convening
a board meeting shall be given to each a board meeting shall be given to each
director and supervisor before 7 days director and supervisor before 7 days
before the meeting is convened. In before the meeting is convened. In
emergency circumstances, however, a emergency circumstances, however, a
board meeting may be called on board meeting may be called on
shorter notice. shorter notice.
The notice to be given under the The notice to be given under the
preceding paragraph may be effected preceding paragraph may be effected
by means of electronic transmission by means of electronic transmission
with the prior consent of the with the prior consent of the
recipients. recipients.
All matters set forth under Article 12, All matters set forth under Article 12,
paragraph 1 of these Rules shall be paragraph 1 of these Rules shall be
specified in the notice of the reasons specified in the notice of the reasons
for convening a board meeting, none for convening a board meeting. None
of those matters may be raised by an of those matters may be raised by an
extraordinary motion except in the extraordinary motion except in the
case of an emergency or for other case of an emergency or for other
legitimate reason. legitimate reason.
Article 12 Article 12 Amended in
The matters listed below as they relate The matters listed below as they relate accordance
to this Corporation shall be raised for to this Corporation shall be raised for with Article
discussion at a board meeting: discussion at a board meeting: 208 of the
1.The Corporation's business plan. 1.The Corporation's business plan. Company Act.
2.Annual and semi-annual financial 2.Annual and semi-annual financial
reports, with the exception of reports, with the exception of
semi-annual financial reports that semi-annual financial reports that
are not required under relevant are not required under relevant
laws and regulations to be audited laws and regulations to be audited
and attested by a certified public and attested by a certified public
accountant (CPA). accountant (CPA).
3.Adoption or amendment of an 3.Adoption or amendment of an
internal control system pursuant internal control system pursuant
to Article 14-1 of the Securities to Article 14-1 of the Securities
and Exchange Act and and Exchange Act and
assessment of the effectiveness of assessment of the effectiveness of
the internal control system. the internal control system.
4.Adoption or amendment, pursuant 4.Adoption or amendment, pursuant
to Article 36-1 of the Securities to Article 36-1 of the Securities
and Exchange Act, of any and Exchange Act, of any
handling procedures for material handling procedures for material
financial or business transactions, financial or business transactions,
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Attachment III

PATEC PRECISION INDUSTRY CO., LTD. Comparison Table for Rules of Procedure for Board of Directors Meetings BEFORE AND AFTER REVISION

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Existing Article Amended Article Explanation
such as the acquisition or disposal such as the acquisition or disposal
of assets, derivatives trading, of assets, derivatives trading,
loans of funds to others, and loans of funds to others, and
endorsements or guarantees for endorsements or guarantees for
others. others.
5.The offering, issuance, or private 5.The offering, issuance, or private
placement of equity-type placement of equity-type
securities. securities.
6. If the board of directors does not
have managing directors, the
election or discharge of the
chairman of the board of
directors.
6. The appointment or discharge of 7. The appointment or discharge of
a financial, accounting, or a financial, accounting, or
internal audit officer. internal audit officer.
7. A donation to a related party or a 8. A donation to a related party or a
major donation to a non-related major donation to a non-related
party, provided that a public- party, provided that a public-
interest donation of disaster relief interest donation of disaster relief
that is made for a major natural that is made for a major natural
disaster may be submitted to the disaster may be submitted to the
following board of directors following board of directors
meeting for retroactive meeting for retroactive
recognition. recognition.
8. Any matter that, under Article 14- 9. Any matter that, under Article 14-
3 of the Securities and Exchange 3 of the Securities and Exchange
Act or any other law, regulation, Act or any other law, regulation,
or bylaw, must be approved by or bylaw, must be approved by
resolution at a shareholders resolution at a shareholders
meeting or board meeting, or any meeting or board meeting, or any
material matter as may be material matter as may be
prescribed by the competent prescribed by the competent
authority. authority.
The term "related party" in The term "related party" in
subparagraph 7 of the preceding subparagraph 8 of the preceding
paragraph means a related party as paragraph means a related party as
defined in the Regulations Governing defined in the Regulations Governing
the Preparation of Financial Reports the Preparation of Financial Reports
by Securities Issuers. The term "major by Securities Issuers. The term "major
donation to a non-related party" means donation to a non-related party" means
an individual donation, or cumulative an individual donation, or cumulative
donations within a 1-year period to a donations within a 1-year period to a
single recipient, at an amount of single recipient, at an amount of
NTD100 million or more, or at an NTD100 million or more, or at an
amount equal to or greater than 1 amount equal to or greater than 1
percent of net operating revenue or 5 percent of net operating revenue or 5
-
percent of paid-in capital as stated in percent of paid in capital as stated in
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Attachment III

PATEC PRECISION INDUSTRY CO., LTD. Comparison Table for Rules of Procedure for Board of Directors Meetings BEFORE AND AFTER REVISION

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Existing Article Amended Article Explanation
the CPA-attested financial report for the CPA-attested financial report for
the most recent year. the most recent year.
(Omitted) (Omitted)
Article 18 Article 18 Amended in
If the board of directors has managing If the board of directors has managing accordance
directors, the provisions of Article 2, directors, the provisions of Article 2, with the
paragraph 2 of Article 3, Articles 4 to paragraph 2 of Article 3, Articles 4 to Regulations
6, Article 9, and Articles 11 to the 6, Article 9, and Articles 11 to the Governing
preceding article shall apply mutatis preceding article shall apply mutatis Procedure for
mutandis to the procedure for mutandis to the procedure for Board of
meetings of the managing directors. meetings of the managing directors Directors
and the provisions of paragraph 4 of Meetings of
Article 3 shall apply mutatis mutandis Public
to the election or discharge of the Companies.
chairman of the board of directors.
However, if a meeting of managing However, if a meeting of managing
directors is scheduled to be convened directors is scheduled to be convened
within seven days, the notice to each within seven days, the notice to each
managing director may be made two managing director may be made two
days in advance. days in advance.
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Attachment IV

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of PATEC PRECISION INDUSTRY CO., LTD.

Opinion

We have audited the accompanying consolidated balance sheets of Patec Precision Industry Co., Ltd. and its subsidiaries (the “Group”) as at December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

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Attachment IV

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2022 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2022 consolidated financial statements are stated as follows:

Recognition of overseas warehouse operating revenue

Description

Refer to Note 4(26) for accounting policy on revenue recognition and Note 6(16) for details of operating revenue.

The Group’s Mainland China subsidiary, Wuxi Jingxin Precision Machining Co. Ltd. (referred herein as “Wuxi Jingxin”), stores inventories in warehouses under the custody of foreign third parties in order to meet the requirements of overseas sales customers. The custodians from these warehouses checks and accepts the inventory items and regularly sends inventory reports to Wuxi Jingxin to verify the quantities, Wuxi Jingxin recognises operating revenue based on actual quantity of inventories used by customers as shown in the inventory reports provided by the custodians.

As the Company maintains several warehouses across Europe which require manual verification of inventory items, we considered the recognition of overseas warehouse operating revenue as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

Obtained an understanding and evaluated Wuxi Jingxin’s procedures on overseas warehouse operating revenue, and selected samples to check the accuracy of operating revenue recognition.
Obtained the inventory reports as at the balance sheet date, and checked whether the timing of revenue recognition was reasonable.
Performed confirmation procedures for significant warehouse locations.

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Attachment IV

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

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

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

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

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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

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Attachment IV

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

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

~17~

Attachment IV

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

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

Lin, Yi-Fan Chen, Chin-Chang

For and on behalf of PricewaterhouseCoopers, Taiwan March 23, 2023

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

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

~18~

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021`

(Expressed in thousands of New Taiwan dollars)

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December 31, 2022 December 31, 2021
Assets Notes AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 365,309 18 $ 633,682 30
1110 Financial assets at fair value through 6(2)
profit or loss - current - - 41,728 2
1136 Current financial assets at amortised 6(1) and 8
cost 100,519 5 66,848 3
1150 Notes receivable, net 6(3) and 8 13,554 1 4,940 -
1170 Accounts receivable, net 6(3) 445,507 22 372,244 17
1200 Other receivables 6,227 - 14,636 1
130X Inventory 6(4) 516,581 25 423,268 20
1410 Prepayments 39,577 2 51,014 2
11XX Total current assets 1,487,274 73 1,608,360 75
Non-current assets
1600 Property, plant and equipment 6(5) and 8 236,599 12 254,197 12
1755 Right-of-use assets 6(6) and 8 238,089 12 255,299 12
1780 Intangible assets 13,659 1 6,055 -
1840 Deferred income tax assets 6(20) 12,698 - 8,014 -
1990 Other non-current assets 6(7) 43,381 2 24,816 1
15XX Total non-current assets 544,426 27 548,381 25
1XXX Total assets $ 2,031,700 100 $ 2,156,741 100
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(Continued)

~19~

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021`

(Expressed in thousands of New Taiwan dollars)

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December 31, 2022 December 31, 2021
Liabilities and Equity Notes AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(8) and 8 $ 103,257 5 $ 216,166 10
2130 Current contract liabilities 6(16) 33,129 2 16,892 1
2150 Notes payable 7,538 - 27,583 1
2170 Accounts payable 148,375 7 161,065 8
2200 Other payables 6(9) 91,255 4 59,970 3
2230 Current income tax liabilities 31,875 2 2,652 -
2280 Current lease liabilities 25,831 1 29,650 1
2320 Long-term liabilities, current portion 6(10) and 8 76,493 4 37,882 2
2399 Other current liabilities 11,648 1 7,095 -
21XX Total current liabilities 529,401 26 558,955 26
Non-current liabilities
2540 Long-term borrowings 6(10) and 8 160,562 8 128,588 6
2570 Deferred income tax liabilities 6(20) 5,344 - 6,764 -
2580 Non-current lease liabilities 160,660 8 176,742 8
2670 Other non-current liabilities 6(11) 38,525 2 56,783 3
25XX Total non-current liabilities 365,091 18 368,877 17
2XXX Total liabilities 894,492 44 927,832 43
Equity
Equity attributable to owners of
parent
Share capital 6(13)
3110 Ordinary share 457,597 23 457,597 21
Capital surplus 6(14)
3200 Capital surplus 390,335 19 358,335 16
Retained earnings 6(15)
3320 Special reserve 163,070 8 163,070 8
3350 Unappropriated retained earnings 246,822 12 315,201 15
Other equity interest
3400 Other equity interest ( 122,082) ( 6) ( 148,836) ( 7)
31XX Equity attributable to owners of
the parent 1,135,742 56 1,145,367 53
36XX Non-controlling interest 1,466 - 83,542 4
3XXX Total equity 1,137,208 56 1,228,909 57
Significant contingent liabilities and 9
unrecorded contract commitments
Significant subsequent event 11
3X2X Total liabilities and equity $ 2,031,700 100 $ 2,156,741 100
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The accompanying notes are an integral part of these consolidated financial statements.

~20~

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021`

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

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Year ended December 31
2022 2021
Items Notes AMOUNT % AMOUNT %
4000 Sales revenue 6(16) $ 1,419,910 100 $ 1,368,325 100
5000 Operating costs 6(4)(19) ( 1,025,664) ( 72) ( 1,011,969) ( 74)
5900 Net operating margin 394,246 28 356,356 26
Operating expenses 6(12)(19)
6100 Selling expenses ( 63,381) ( 4) ( 53,396) ( 4)
6200 Administrative expenses ( 183,686) ( 13) ( 180,429) ( 13)
6300 Research and development
expenses ( 39,085) ( 3) ( 28,018) ( 2)
6450 Impairment gain and reversal of
impairment loss (impairment
loss) determined in accordance
with IFRS 9 4,974 - ( 4,770) -
6000 Total operating expenses ( 281,178) ( 20) ( 266,613) ( 19)
6900 Operating profit 113,068 8 89,743 7
Non-operating income and
expenses
7100 Interest income 3,476 1 9,103 1
7010 Other income 13,302 1 26,427 2
7020 Other gains and losses 6(17) 2,969 - ( 4,592) ( 1)
7050 Finance costs 6(18) ( 10,999) ( 1) ( 10,362) ( 1)
7000 Total non-operating income
and expenses 8,748 1 20,576 1
7900 Profit before income tax 121,816 9 110,319 8
7950 Income tax expense 6(20) ( 50,236) ( 4) ( 39,898) ( 3)
8200 Profit for the year $ 71,580 5 $ 70,421 5
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(Continued)

~21~

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021`

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

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Year ended December 31
2022 2021
Items Notes AMOUNT % AMOUNT %
Other comprehensive income
Components of other
comprehensive income (loss) that
will not be reclassified to profit
or loss
8311 Gain (loss) on remeasurements
of defined benefit plan $ 2,917 - ($ 6,977) -
8349 Income tax related to 6(20)
components of other
comprehensive income that will
not be reclassified to profit or
loss ( 642) - 1,744 -
8310 Other comprehensive income
(loss) that will not be
- -
reclassified to profit or loss 2,275 ( 5,233)
Components of other
comprehensive income that will
be reclassified to profit or loss
8361 Financial statements translation
differences of foreign operations 37,057 3 15,637 1
8399 Income tax related to 6(20)
components of other
comprehensive income that will
- - -
be reclassified to profit or loss ( 197)
8360 Other comprehensive income
that will be reclassified to
profit or loss 36,860 3 15,637 1
8300 Other comprehensive income for
the year $ 39,135 3 $ 10,404 1
8500 Total comprehensive income for
the year $ 110,715 8 $ 80,825 6
Profit (loss) attributable to:
8610 Owners of the parent $ 74,862 5 $ 67,300 5
8620 Non-controlling interest ($ 3,282) - $ 3,121 -
Comprehensive income (loss)
attributable to:
8710 Owners of the parent $ 112,494 8 $ 77,871 6
8720 Non-controlling interest ($ 1,779) - $ 2,954 -
Earnings per share (in dollars) 6(21)
9750 Basic earnings per share $ 1.64 $ 1.47
9850 Diluted earnings per share $ 1.63 $ 1.47
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The accompanying notes are an integral part of these consolidated financial statements.

~22~

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021`

(Expressed in thousands of New Taiwan dollars)

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Equity attributable to owners of the parent
Capital Reserves Retained Earnings Other Equity Interest
Exchange
Changes in difference on
ownership Unappropriated translation of
Additional interests in retained financial Deferred Non-controlling
Notes Ordinary share paid-in capital subsidiaries Others Special reserve earnings statements compensation Total interest Total
Year ended December 31, 2021
Balance at January 1, 2021 $ 457,597 $ 333,962 $ 208 $ 8,337 $ 134,066 $ 365,964 ($ 163,070 ) $ - $ 1,137,064 $ 161,699 $ 1,298,763
Profit - - - - - 67,300 - - 67,300 3,121 70,421
Other comprehensive (loss) income
for the year - - - - - ( 3,663 ) 14,234 - 10,571 ( 167 ) 10,404
Total comprehensive income - - - - - 63,637 14,234 - 77,871 2,954 80,825
Appropriations of 2020 earnings: 6(15)
Special reserve - - - - 29,004 ( 29,004 ) - - - - -
Cash dividends - - - - - ( 16,848 ) - - ( 16,848 ) - ( 16,848 )
Appropriations of first half of 2021
earnings:
Cash dividends - - - - - ( 68,548 ) - - ( 68,548 ) - ( 68,548 )
Recognition of changes in ownership 6(22)
equity in subsidiaries - - 15,828 - - - - - 15,828 ( 15,828 ) -
Subsidiary capital reduction - - - - - - - - - ( 64,903 ) ( 64,903 )
Disposal of ownership equity in
subsidiary - - - - - - - - - ( 374 ) ( 374 )
Liquidation of subsidiary - - - - - - - - - ( 6 ) ( 6 )
Balance at December 31, 2021 $ 457,597 $ 333,962 $ 16,036 $ 8,337 $ 163,070 $ 315,201 ($ 148,836 ) $ - $ 1,145,367 $ 83,542 $ 1,228,909
Year ended December 31, 2022
Balance at January 1, 2022 $ 457,597 $ 333,962 $ 16,036 $ 8,337 $ 163,070 $ 315,201 ($ 148,836 ) $ - $ 1,145,367 $ 83,542 $ 1,228,909
Profit - - - - - 74,862 - - 74,862 ( 3,282 ) 71,580
Other comprehensive income - - - - - 2,275 35,357 - 37,632 1,503 39,135
Total comprehensive income - - - - - 77,137 35,357 - 112,494 ( 1,779 ) 110,715
Appropriations of 2021 earnings: 6(15)
Cash dividends - - - - - ( 137,279 ) - - ( 137,279 ) - ( 137,279 )
Appropriations of first half of 2022 6(15)
earnings:
Cash dividends - - - - - ( 8,237 ) - - ( 8,237 ) - ( 8,237 )
Share-based payment 6(12) - - - 9,246 - - - ( 8,603 ) 643 - 643
Recognition of changes in ownership 6(22)
equity in subsidiaries - - 22,754 - - - - - 22,754 ( 80,297 ) ( 57,543 )
Balance at December 31, 2022 $ 457,597 $ 333,962 $ 38,790 $ 17,583 $ 163,070 $ 246,822 ($ 113,479 ) ($ 8,603 ) $ 1,135,742 $ 1,466 $ 1,137,208
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The accompanying notes are an integral part of these consolidated financial statements.

~23~

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021`

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Expected credit (gain) loss
(Gain) loss on disposal of property, plant and
equipment
Share-based payments
Depreciation
Depreciation of right-of-use assets
Amortization
Interest income
Finance costs
Gain on disposal of subsidiaries
Gain recognised from bargain purchase
transaction
Gain on financial assets at fair value through
profit or loss
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Other non-current assets
Changes in operating liabilities
Current contract liabilities
Notes payable
Accounts payable
Other payables
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows (used in) from operating
activities Year ended December 31
Notes
2022
2021
$ 121,816
$ 110,319
12(2)
(
4,974 )
4,770
6(17)
(
3,939 )
2,192
6(12)
643
-
6(5)
43,985
31,378
6(6)
29,903
30,953
6(19)
2,258
1,206
(
3,476 )
(
9,103 )
6(18)
10,999
10,362
6(17)
-
(
374 )
6(17)
(
5,504 )
-
6(2)(17)
(
94 )
(
296 )
(
8,614 )
(
4,940 )
(
75,966 )
37,324
8,409
(
1,566 )
(
93,313 )
(
91,014 )
11,437
(
3,616 )
-
(
10,781 )
16,237
13,167
(
20,045 )
27,583
(
12,690 )
6,639
12,924
15,896
4,553
(
1,098 )
(
15,341 )
4,706
19,208
173,707
3,476
9,103
(
10,999 )
(
10,362 )
(
27,117 )
(
44,177 )
(
15,432 )
128,271

(Continued)

~24~

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021`

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through
profit or loss-current
Proceeds from disposal of financial assets at fair
value through profit or loss-current
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at
amortised cost
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Acquisition of intangible assets
Increase in other non-current assets
Net cash flows (used in) from investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term loans
Repayment of lease payable
Proceeds from long-term debt
Repayments of long-term debt
Cash dividends paid
Payments for acquisition of equity of non-
controlling interest
Cash dividends paid to non-controlling shareholders
Return of capital to subsidiary related to non-
controlling shareholders
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year Year ended December 31
Notes
2022
2021
$ -
( $ 41,432 )
42,272
-
(
57,306 )
-
27,627
79,164
(
14,601 )
(
30,383 )
8,382
5,490
(
8,940 )
-
(
15,315 )
-
(
17,881 )
12,839
151,567
645,015
(
208,672 )
(
745,610 )
6(23)
(
28,923 )
(
25,548 )
83,280
53,397
(
92,077 )
(
4,711 )
6(23)
(
145,516 )
(
93,474 )
(
38,641 )
-
-
(
7,806 )
6(22)
-
(
64,903 )
(
278,982 )
(
243,640 )
43,922
(
4,388 )
(
268,373 )
(
106,918 )
6(1)
633,682
740,600
6(1)
$ 365,309
$ 633,682

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

~25~

Attachment V

Patec Precision Industry Co., Ltd.

2022 Earnings Distribution Table

Unit: NT$

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----- Start of picture text -----

Items Amount
Unappropriated Retained Earnings of Previous Years $ 177,922,144
Plus ： 2022 Net Income 74,861,655
Plus ： 2022 Adjustments of Retained Earnings (Note1) 2,274,488
Retained Earnings Available for Distribution for the current year $255,058,287
Distribution Item:
Cash Dividends in the first half of the 2022 (Note2) (8,236,747)
（ NT$0.18 per common share ）
Cash Dividends in the latter half of the 2022 (4,575,970)
（ NT$0.1 per common share ）
The Ending Balance of Accumulated Retained Earnings $242,245,570
Note ：
1. Adjustments due to adoption:
Actuarial loss on defined benefit plan NT$2,274,488.
2. The distribution proposed cash dividends in the first half of the 2022 has been approved by
the Board, and be submitted to the Shareholders’ Meeting of the Company for admission.
----- End of picture text -----

Chairman ： Wee Liang Kiang GM ： Wee Hong Jie

CFO ： Sean Hsu

~ 26 ~

Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

==> picture [483 x 664] intentionally omitted <==

----- Start of picture text -----

Article
Current Provisions Proposed Amendment Explanations
Number
ARTICLES OF ELEVENTH AMENDED ELEVENTH TWELFTH Amend the
ASSOCIATION AND RESTATED AMENDED AND name of the
ARTICLES OF RESTATED ARTICLES OF article. Article
ASSOCIATION ASSOCIATION amended to
revise the
number of
amendments
times.
Article5 (1) Where the Company is to (1) Where the Company is to In response to
issue Preferred Shares, issue Preferred Shares, the needs of
the following shall be such issuance pursuant to the company,
expressly set out in these the preceding Article the relevant
Articles: shall cause to be set forth provisions on
in these Articles., The Preferred
rights and obligations of Shares in the
the Preferred Shares article of
include but are not association
limited to the following were
terms:the following shall amended.
be expressly set out in
these Articles:
a. the total number of a. The dividend rate of
Preferred Shares Preferred Shares is
that have been capped at 6.5% per
authorised to be annum on the issue
issued and the price per share.
numbers of the Cash dividends
Preferred Shares shall be distributed
already issued; annually at one
time. Once the
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~ 27 ~

Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

==> picture [483 x 684] intentionally omitted <==

----- Start of picture text -----

Article
Current Provisions Proposed Amendment Explanations
Number
Company’s audited
financial reports
have been
acknowledged in
the annual general
meeting, the Board
of Directors shall
set the record date
for the distribution
of Preferred
Dividends of
previous financial
year. In the year of
issuance and
redemption of the
Preferred Shares,
the distribution of
Preferred Dividends
shall be calculated
on the basis of
actual number of
days the Preferred
Shares being issued
in that year. the total
number of Preferred
Shares that have
been authorised to
b. the order, fixed be issued and the
amount or fixed numbers of the
ratio of allocation of Preferred Shares
dividends, bonus already issued;
and other b. The Company has
----- End of picture text -----

~ 28 ~

Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

==> picture [483 x 684] intentionally omitted <==

----- Start of picture text -----

Article
Current Provisions Proposed Amendment Explanations
Number
distribution on such sole discretion on
Preferred Shares; the distribution of
Preferred
Dividends. In the
event that there are
no profits or
insufficient profits
for distributing
Preferred
Dividends, or due to
other necessary
considerations, the
suspension of
distributing
Preferred Dividends
by Ordinary
Resolution of the
meeting shall not be
deemed as an event
of default under any
agreements and
directions in
relation to the
issuance of such
Preferred Shares.
The Preferred
Shares issued by the
Company may be
non-cumulative
preferred shares.
Any undistributed
Preferred Dividends
----- End of picture text -----

~ 29 ~

Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

==> picture [483 x 684] intentionally omitted <==

----- Start of picture text -----

Article
Current Provisions Proposed Amendment Explanations
Number
or shortfalls in
Preferred Dividends
distributed shall not
be cumulative and
shall cease to accrue
and be payable,
therefore no
c. the order, fixed deferred payment
amount or fixed will be paid in
ratio of allocation of subsequent years
surplus assets of the where there are
Company, upon its earningsthe order,
liquidation, to the fixed amount or
holders of the fixed ratio of
Preferred Shares; allocation of
dividends, bonus
and other
distribution on such
Preferred Shares;
c. Except for the
foregoing Preferred
Dividends in the
first subparagraph
of this paragraph,
the holders of the
Preferred Shares
("Preferred
d. the order of or Shareholders") are
restrictions on the not entitled to
voting right(s) participate in the
(including, where distribution of cash
applicable, a and capitalization
----- End of picture text -----

~ 30 ~

Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

==> picture [483 x 684] intentionally omitted <==

----- Start of picture text -----

Article
Current Provisions Proposed Amendment Explanations
Number
statement that such derived from
Preferred Shares earnings and capital
have no voting reservesthe order,
rights whatsoever) fixed amount or
of the holders of fixed ratio of
such Preferred allocation of surplus
Shares; assets of the
Company, upon its
liquidation, to the
holders of the
Preferred Shares;
d. Any surplus
property of the
Company available
for distribution to
shareholders shall
be distributed with
priority to the
Preferred
Shareholders. All
Preferred
Shareholders shall
rank pari passu,
and shall be
e. other matters subordinated to the
concerning rights general creditors;
and obligations such distribution
incidental to the shall be capped at
Preferred Shares; the amount based on
and the issue price of
issued Preferred
Shares outstanding
----- End of picture text -----

~ 31 ~

Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

==> picture [483 x 684] intentionally omitted <==

----- Start of picture text -----

Article
Current Provisions Proposed Amendment Explanations
Number
amount the order of
or restrictions on the
voting right(s)
(including, where
applicable, a
statement that such
Preferred Shares
have no voting
rights whatsoever)
of the holders of
such Preferred
Shares;
e. The Preferred
Shareholders shall
f. the method by have no voting
which the Company rights and no rights
is authorised or to vote on election
compelled to of directors in a
redeem the general meeting.
Preferred Shares, or Notwithstanding the
a statement that foregoing, the
redemption rights Preferred
shall not apply. Shareholders shall
have voting rights in
a separate meeting
of the Preferred
Shares and a
meeting on matters
adverse to the rights
and obligations of
preferred
shareholdersother
----- End of picture text -----

~ 32 ~

Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

==> picture [483 x 684] intentionally omitted <==

----- Start of picture text -----

Article
Current Provisions Proposed Amendment Explanations
Number
matters concerning
rights and
obligations
incidental to the
Preferred Shares;
and
f. Preferred Shares are
not convertible to
common shares;the
method by which
the Company is
authorised or
compelled to
redeem the
Preferred Shares, or
a statement that
redemption rights
shall not apply.
g. Preferred Shares
have no maturity
date. Preferred
Shareholders have
no right to request
the Company to
redeem the
preferred shares
they hold.
Notwithstanding the
foregoing, subject
to compliance with
the Companies Law,
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Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

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Article
Current Provisions Proposed Amendment Explanations
Number
the Company may,
upon the approval
by the Board of
Directors, redeem
all or a part of the
outstanding issued
Preferred Shares, at
any time on the next
business day after
five years of
issuance, at the
original issue price
and on such terms as
the Board of
Directors may
(2) Subject to the Law, the approve. The rights
Memorandum and these and obligations set
Articles shall be forth in the
amended with the foregoing
sanction of a Special paragraphs shall
Resolution to stipulate remain unchanged
the rights, benefits and to the unredeemed
restrictions of such Preferred
Preferred Shares and the Shareholders; in the
number of the Preferred event that the
Shares the Company is Company pays
authorised to issue. dividends in the
year, the payable
dividends as of the
redemption date
shall be calculated
based on the actual
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Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

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Article
Current Provisions Proposed Amendment Explanations
Number
number of days the
Preferred Shares
being issued in that
year; and
h. The capital reserve
from Preferred
Shares issued at
premium shall not
be capitalized
except for making
good the deficit (or
loss) of the
company during the
period of issuance
of such Preferred
Shares.
(2) Subject to the Law, the
Memorandum and these
Articles shall be
amended with the
sanction of a Special
Resolution to stipulate
the rights, benefits and
restrictions of such
Preferred Shares and the
number of the Preferred
Shares the Company is
authorised to issue.
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Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

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Article
Current Provisions Proposed Amendment Explanations
Number
(3) The Board of Directors is
authorised to determine
the name, issuance date
and specific issuance
terms of Preferred Shares
upon actual issuance
after considering the
situation of capital
market and the
willingness of investors
in accordance with the
Articles and other
applicable laws and
regulations.
Article28 The Company shall in each The Company shall in each This
year hold a general meeting as year hold a general meeting as paragraph is
its annual general meeting its annual general meeting revised in
within six months after close within six months after close accordance
of each financial year or such of each financial year or such with the
other period as may be other period as may be Checklist for
permitted by the Emerging permitted by the Emerging Protecting
Market, the GTSM or the Market, the GTSM or the Shareholders
TWSE (where applicable). TWSE (where applicable). of Foreign
The annual general meeting The annual general meeting Issuers
shall be convened by the shall be convened by the amended on
Board. The shareholder’s Board. The shareholder’s March 11,
meeting may be held through meeting may be held through 2022.
a video conference or other a video conference or other
methods promulgated by the methods promulgated by the
R.O.C. competent authorities. R.O.C. c ompetent authorities
of The Company Law of the
R.O.C.
This
Article47 (1) Subject to the Law, in the (1) Subject to the Law, in the
paragraph is
event any of the event any of the revised in
accordance
resolutions with respect resolutions with respect
with the
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Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

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Article
Current Provisions Proposed Amendment Explanations
Number
Checklist for
to the matter(s) as set out to the matter(s) as set out
Protecting
in Paragraphs (a), (b) or in Paragraphs (a), (b) or Shareholders
of Foreign
(c) of Article 45 is (c) of Article 45 is
Issuers
adopted at a general adopted at a general amended on
meeting, a Member who meeting, a Member who January 9,
2023.
has notified the has notified the
Company in writing of Company in writing of
his objection to such his objection to such
proposal prior to that proposal prior to that
meeting and meeting and
subsequently raised his subsequently raised his
objection at the meeting objection at the meeting
may request the may request the
Company to purchase all Company to purchase all
of his Shares at the then of his Shares at the then
prevailing fair price; prevailing fair price;
provided, however, that provided, however, that
no Member shall have no Member shall have
the abovementioned the abovementioned
appraisal right if the appraisal right if the
resolution to be adopted resolution to be adopted
is in relation to the is in relation to the
matter(s) set out in matter(s) set out in
Paragraph (b) of Article Paragraph (b) of Article
45 and at the same 45 and at the same
meeting the resolution meeting the resolution
for the winding up of the for the winding up of the
Company is also Company is also
adopted. adopted.
(2) In the event any part of (2) In the event any part of
the Company’s business the Company’s business
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Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

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Article
Current Provisions Proposed Amendment Explanations
Number
is involved in any Spin- is involved in any Spin-
Off, Merger or Off, Merger, or
Consolidation, a Consolidation or share
Member, who has exchange, a Member,
forfeited his right to vote who has voted against or
on such matter and forfeited his right to vote
expressed his dissent on such matter and
therefor, in writing expressed his dissent
before the relevant vote, therefor, in writing or
may request the verbally (with a record)
Company to purchase all before or during the
of his Shares at the then general meeting before
prevailing fair price in the relevant vote, may
accordance with the Law. request the Company to
purchase all of his Shares
at the then prevailing fair
price in accordance with
the Law.
(3) Without prejudice to the (3) Without prejudice to the
Law, if the Shareholder Law, if the Shareholder
filing a request under the filing a request under the
preceding paragraph (1) preceding paragraph (1)
and (2) of this Article 47, and (2) of this Article 47,
the Shareholder shall the Shareholder shall
make such request in make such request in
writing within twenty writing within twenty
(20) days since the (20) days since the
resolution of the general resolution of the general
meeting was made, meeting was made,
specify the price for specify the price for
buying back. If the buying back. If the
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Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

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Article
Current Provisions Proposed Amendment Explanations
Number
Company and the Company and the
Shareholder reach an Shareholder reach an
agreement about the agreement about the
price of buying back, the price of buying back, the
Shareholder may request Shareholder may request
the price from the the price from t he
company within company shall pay for
ninety(90) days since the the Shares within ninety
resolution of the general (90) days since the
meeting was made. In resolution of the general
case no agreement is meeting was made. In
reached, the Shareholder case no agreement is
may request the fair price reached, the Shareholder
in accordance with the may request Company
Law from the company shall pay the fair price in
within ninety (90) days accordance with the Law
since the resolution of the from the company w ithin
general meeting was ninety (90) days since the
made. If the Company resolution of the general
did not pay, the meeting was made. If the
Shareholder may request Company did not pay, the
the price requested by Shareholder may request
the Shareholder from the the price requested by
company. the Shareholder from the
company the Company
shall be deemed to be
agreeable to the price
requested by the
Member.
(4) Without prejudice to the (4) Without prejudice to the
Law, in the event the Law, in the event the
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Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

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Article
Current Provisions Proposed Amendment Explanations
Number
Company and a Member Company and a Member
making a request who voted against or
pursuant to Article 45-1 forfeited his/her/its
(c) listed in Paragraphs voting right during the
(1), or Paragraphs (2) of meeting may file making
this Article fail to reach a request pursuant to
agreement on the Article 45-1 (c) listed in
purchase price within Paragraphs (1), or
sixty (60) days following Paragraphs (2) of this
the date of the resolution, Article fail to reach
the Member may, within agreement on the
thirty (30) days after such purchase price within
sixty (60) days period, sixty (60) days following
file a petition to the the date of the resolution,
Taiwan Taipei District the Company shall
Court of the R.O.C. if Member may, within
and to the extent thirty (30) days after such
permitted under the Law, sixty (60) days period,
for a ruling on the file a petition to the
appraisal price. Taiwan Taipei District
Court of the R.O.C. if
and to the extent
permitted under the Law,
for a ruling on the
appraisal price against all
the dissenting Members
as the opposing party.
(5) Shares for which voting
right has been forfeited in
the preceding Paragraph
shall not be counted in
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Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

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Article
Current Provisions Proposed Amendment Explanations
Number
the number of votes of
shareholders present at
the meeting.
Article90 A Director who is in any way, A Director who is in any way, This
whether directly or indirectly, whether directly or indirectly, paragraph is
interested in a matter interested in a matter revised in
discussed, considered or discussed, considered or accordance
proposed in a meeting of the proposed in a meeting of the with the
Board shall declare the nature Board shall declare the nature Checklist for
of his interest and its essential of his interest and its essential Protecting
contents at such relevant contents at such relevant Shareholders
meeting. In the M&A by a meeting. In the M&A by a of Foreign
company, a Director who has company, a Director who has Issuers
a personal interest in the a personal interest in the amended on
transaction of Merger and transaction of Merger and January 9,
acquisition shall disclose to acquisition shall disclose to 2023.
the Board of Directors and the Board of Directors and
general meeting the material general meeting the material
contents regarding such contents regarding such
personal interest and the personal interest and the
reason of approval or dissent reason of approval or dissent
to the resolution of Merger or to the resolution of Merger or
acquisition. Where the acquisition, and the Company
spouse, a blood relative shall itemize the essential
within the second degree of contents of a Director’s
kinship of a Director, or any personal interest and the
holding/subordinate company cause of approval or dissent to
of a Director is interested in the resolution of
the matters under discussion Merger/consolidation or
in the abovementioned acquisition in the notice to
meeting of the Board, such convene a meeting of
Director shall be deemed to shareholders; the essential
bear a personal interest in the contents may be posted on the
matter. Any Director who website designated by the
bears a personal interest that competent securities authority
may conflict with and impair in the R.O.C. or the Company,
the interest of the Company in and the address of such
respect of any matter website shall be indicated in
proposed for consideration the above notice. Where the
and approval at a meeting of spouse, a blood relative
Board shall abstain from within the second degree of
voting, on his own behalf or kinship of a Director, or any
as a proxy or corporate holding/subordinate company
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Attachment VI

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

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Article
Current Provisions Proposed Amendment Explanations
Number
representative, with respect to of a Director is interested in
the said matter. Any and all the matters under discussion
votes cast by such Director(s) in the abovementioned
shall not be counted in meeting of the Board, such
determining the number of Director shall be deemed to
votes for or against such bear a personal interest in the
matter. matter. Any Director who
bears a personal interest that
may conflict with and impair
the interest of the Company in
respect of any matter
proposed for consideration
and approval at a meeting of
Board shall abstain from
voting, on his own behalf or
as a proxy or corporate
representative, with respect to
the said matter. Any and all
votes cast by such Director(s)
shall not be counted in
determining the number of
votes for or against such
matter.
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Attachment VII

ATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR RULES OF PROCEDURE FOR SHAREHOLDERS MEETINGS BEFORE AND AFTER REVISION

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Existing Article Amended Article Explanation
Article 3 Article 3 Since the company holds
a video-conference
(Omitted) (Omitted) shareholders meeting,
shareholders can only
The company shall hold a participate in the
videoconference of the shareholders meeting in
shareholders' meeting, unless the form of a video
otherwise stipulated in the stock conference, and there are
affairs handling guidelines of many restrictions on the
companies offering shares to the rights and interests of
public, which shall be specified in shareholders. In order to
the articles of as sociation and protect the rights and
shall be resolved by the board of interests of shareholders,
directors. A resolution approved the second item is added.
by more than half of the directors Unless otherwise
shall be implemented. stipulated in the stock
affairs handling
(Omitted) (Omitted) guidelines of companies
offering shares to the
public, it shall be
specified in the articles
of association and
resolved by the board of
directors, and the
company’s convening of
a video-conference
shareholders’ meeting
shall require the
attendance of more than
two-thirds of the
directors and the consent
of more than half of the
directors’ present (i.e.,
special resolution).
Article 6-1 Article 6-1 I. Considering the
When the Company holds the When the Company holds the convening of the video-
shareholders' meeting in the form shareholders' meeting in the form conference shareholders
of video conference, the following of video conference, the following meeting, shareholders
matters shall be specified in the matters shall be specified in the can only participate in
notice of convening the notice of convening the the shareholders meeting
shareholders' meeting: shareholders' meeting: through video-
conference, in order to
(Omitted) (Omitted) provide appropriate
alternative measures for
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Attachment VII

ATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR RULES OF PROCEDURE FOR SHAREHOLDERS MEETINGS BEFORE AND AFTER REVISION

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Existing Article Amended Article Explanation
III. When convening a III. When convening a shareholders who have
shareholders' meeting in the shareholders' meeting in the difficulty participating in
form of video conference, the form of video conference, the the video-conference
convening notice shall convening notice shall method, and to assist
specify appropriate specify appropriate them to use connection
alternative measures for alternative measures for equipment to participate
shareholders who have shareholders who have in the shareholder
difficulties in participating in difficulties in participating in meeting, please refer to
the shareholders' meeting by the shareholders' meeting by the third In the latter part
video. video. Except for the of the new paragraph, it
circumstances stipulated in is stipulated that the
-
Item 6, Article 44 9, of the company shall at least
Standards for the Handling of provide the connection
Share Affairs of Companies equipment and venue for
Offering Shares to the Public, shareholders to
at least shareholders shall be participate in the meeting
provided with connection held via video
equipment and necessary conference, and assign
assistance, and the period relevant personnel on the
during which shareholders spot to provide necessary
may apply to the company assistance to
and other relevant notices shareholders, and shall
shall be specified matter. specify the period during
which shareholders can
(Omitted) (Omitted) apply to the
company and other
related considerations.
II. In addition, in case of
occurrence of Article 44-
9, Item 6 of the Standards
for the Handling of Share
Affairs of Public
Offering Companies, due
to natural disasters,
accidents, or other force
majeure events, the
Ministry of Economic
Affairs announces that
the company shall,
within a certain period of
time, not stipulated in the
articles of association In
special circumstances
where the shareholders’
meeting can be convened
by way of video
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Attachment VII

ATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR RULES OF PROCEDURE FOR SHAREHOLDERS MEETINGS BEFORE AND AFTER REVISION

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Existing Article Amended Article Explanation
conferencing, since it is
necessary to provide
relevant necessary
supporting measures
depending on the
situation at the time, the
cancellation document is
added to the third
paragraph, which clearly
stipulates that if the
situation stipulated in the
sixth paragraph of
Article 44-9 occurs, there
is no need to
Subparagraph 3 applies.
Article 7 Article 7 Strengthen the
If a shareholders meeting is If a shareholders meeting is company's corporate
convened by the board of convened by the board of governance and align
directors, the meeting shall be directors, the meeting shall be with the company's
chaired by the chairperson of the chaired by the chairperson of the articles of association
board. When the chairperson of board. When the chairperson of and actual operation
the board is on leave or for any the board is on leave or for any management needs.
reason unable to exercise the reason unable to exercise the
powers of the chairperson, the vice powers of the chairperson, the
chairperson shall act in place of chairperson shall appoint one of
the chairperson; if there is no vice the directors to act in place of the
chairperson or the vice chairperson. Where the
chairperson also is on leave or for chairperson does not make such a
any reason unable to exercise the designation, the directors shall
powers of the vice chairperson, the select from among themselves one
chairperson shall appoint one of person to serve as chair.
the managing directors to act as
chair, or, if there are no managing
directors, one of the directors shall
be appointed to act as chair. Where
the chairperson does not make
such a designation, the managing
directors or the directors shall
select from among themselves one
person to serve as chair.
When a managing director or When a director serves as chair, as
a director serves as chair, as referred to in the preceding
referred to in the preceding paragraph, the director shall be
paragraph, the managing director one who has held that position for
or director shall be one who has six months or more and who
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Attachment VII

ATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR RULES OF PROCEDURE FOR SHAREHOLDERS MEETINGS BEFORE AND AFTER REVISION

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Existing Article Amended Article Explanation
held that position for six months or understands the financial and
more and who understands the business conditions of the
financial and business conditions company. The same shall be true
of the company. The same shall be for a representative of a juristic
true for a representative of a person director that serves as
juristic person director that serves chair.
as chair.
It is advisable that It is advisable that
shareholders meetings convened shareholders meetings convened
by the board of directors be by the board of directors be
attended by a majority of the chaired by the chairman of the
directors. board in person and be attended by
a majority of the directors, and at
least one member of functional
committee on behalf of the
committee. The attendance shall
be recorded in the meeting
minutes.
(Omitted) (Omitted)
Article 8 Article 8 Cooperate with the
revision and adjustment
(Omitted) (Omitted) of the regulations of the
Taiwan Stock Exchange.
In case of a virtual shareholders
meeting, this Corporation is
advised to audio and video record
the back-end operation interface
of the virtual meeting platform.
Article 9 Article 9 Cooperate with the
adjustment of the
(Omitted) (Omitted) company's articles of
association.
The chair shall call the meeting to The chair shall call the meeting to
order at the appointed meeting order at the appointed meeting
time. time and disclose information
concerning the number of
nonvoting shares and number of
shares represented by
shareholders attending the
meeting.
(Omitted) (Omitted)
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Attachment VII

ATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR RULES OF PROCEDURE FOR SHAREHOLDERS MEETINGS BEFORE AND AFTER REVISION

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Existing Article Amended Article Explanation
Article 22 Article 22 Cooperate with the
When convening a shareholders' When convening a shareholders' revision and adjustment
meeting by video conference, meeting by video conference, of the regulations of the
appropriate alternative measures appropriate alternative measures Taiwan Stock Exchange.
shall be provided for shareholders shall be provided for shareholders
who have difficulties in who have difficulties in
participating in the shareholders' participating in the shareholders'
meeting by video. meeting by video. Except for
the circumstances stipulated in
-
Item 6, Article 44 9, of the
Standards for the Handling of
Share Affairs of Companies
Offering Shares to the Public, at
least shareholders shall be
provided with connection
equipment and necessary
assistance, and the period during
which shareholders may apply to
the company and other relevant
notices shall be specified. matter.
(Omitted) (Omitted)
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Attachment VIII

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR THE ENDORSEMENTS MANAGEMENT BEFORE AND AFTER REVISION

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Proposed Amendment Current Provisions Explanations
Article 2 Article 2 Adjust the guarantee object of
The company endorsement The company endorsement the amendment based on the
objects are as follow: objects are as follow: operational needs of the
1.The company that has 1.The company that has company.
business deals with our business deals with our
company. company.
2.Our company has directly 2.Our company has directly
and indirectly voting right and and indirectly voting right and
has share holds more than has share holds more than
50% of the company. 50% of the company.
3.The Company has directly 3.The Company has directly
and indirectly voting right and and indirectly voting right and
has share holds more than has share holds more than
50% of our company. 50% of our company.
Due to joined investment
relationship that was funded by
common shareholders,
according to their respective
shareholding ratio to
investment companies
endorsement should not be
unrestricted from the preceding
paragraph, could be
endorsement. The funding
means the company directly
funded or funded by having the
company's voting right and one
hundred percent of shares held
investors.
The company has directly and The company has directly and
indirectly voting right and has indirectly voting right and has
share holds more than 90% of share holds more than 90% of
the company, could be the company, could be
endorsement. endorsement.
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~ 48 ~

Appendix I

Patec Precision Industry Co., Ltd. Rules of Procedure for Board of Directors Meetings

Article	1	(Basis for the adoption of these Rules)
		To establish a strong governance system and sound supervisory capabilities for this
		Corporation's board of directors and to strengthen management capabilities, these
		Rules are adopted pursuant to Article 2 of the Regulations Governing Procedure for
		Board of Directors Meetings of Public Companies.
Article	2	(Scope of these Rules)
		With respect to the board of directors’ meetings ("board meetings") of this
		Corporation, the main agenda items, working procedures, required content of
		meeting minutes, public announcements, and other compliance requirements shall
		be handled in accordance with the provisions of these Rules.
Article	3	(Convening and notice of board meetings)
		The board of directors shall meet at least quarterly.
		A notice of the reasons for convening a board meeting shall be given to each
		director and supervisor before 7 days before the meeting is convened. In emergency
		circumstances, however, a board meeting may be called on shorter notice.
		The notice to be given under the preceding paragraph may be effected by means of
		electronic transmission with the prior consent of the recipients.
		All matters set forth under Article 12, paragraph 1 of these Rules shall be specified
		in the notice of the reasons for convening a board meeting, none of those matters
		may be raised by an extraordinary motion except in the case of an emergency or for
		other legitimate reason.
Article	4	(Meeting notification and meeting materials)
		The designated unit responsible for the board meetings of this Corporation shall be
		Financial Department.
		The unit responsible for board meetings shall draft agenda items and prepare
		sufficient meeting materials, and shall deliver them together with the notice of the
		meeting.
		A director who is of the opinion that the meeting materials provided are insufficient
		may request their supplementation by the unit responsible for board meetings. If a
		director is of the opinion that materials concerning any proposal are insufficient, the
		deliberation of such proposal may be postponed by a resolution of the board of
		directors.
Article	5	(Preparation of attendance book and other documents; attendance by proxy)
		When a board meeting is held, an attendance book shall be provided for signing-in
		by attending directors, which shall be made available for future reference.
		Directors shall attend board meetings in person. A director unable to attend in
		person may appoint another director to attend the meeting in his or her place in
		accordance with this Corporation's articles of incorporation. Attendance by
		videoconference will be deemed attendance in person.
		A director who appoints another director to attend a board meeting shall in each
		instance issue a proxy form stating the scope of authorization with respect to the
		reasons for convening the meeting.
		The proxy referred to in paragraph 2 may be the appointed proxy of only one
		person.

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Appendix I

Article	6	(Principles for determining the place and time of a board meeting)
		A board meeting shall be held at the premises and during the business hours of this
		Corporation, or at a place and time convenient for all directors to attend and suitable
		for holding board meetings.
Article	7	(Chair and acting chair of a board meeting)
		Board meetings shall be convened and chaired by the chairperson of the board.
		However, with respect to the first meeting of each newly elected board of directors,
		it shall be called and chaired by the director that received votes representing the
		largest portion of voting rights at the shareholders meeting in which the directors
		were elected; if two or more directors are so entitled to convene the meeting, they
		shall select from among themselves one director to serve as chair.
		When the chairperson of the board is on leave or for any reason unable to exercise
		the powers of chairperson, the vice chairperson shall act in place of the chairperson;
		if there is no vice chairperson or the vice chairperson is also on leave or for any
		reason unable to exercise the powers of vice chairperson, the chairperson shall
		appoint one of the managing directors to act, or, if there are no managing directors,
		one of the directors shall be appointed to act as chair. If no such designation is made
		by the chairperson, the managing directors or directors shall select one person from
		among themselves to serve as chair.
Article	8	(Reference materials, non-voting participants, and holding board meetings)
		When a board meeting is held, the management (or the designated unit responsible
		for the board meetings) shall furnish the attending directors with relevant materials
		for ready reference.
		As merited by the content of a proposal to be put forward at a board meeting,
		personnel from a relevant department or a subsidiary may be notified to attend the
		meeting as non-voting participants.
		When necessary, certified public accountants, attorneys, or other professionals
		retained by this Corporation may also be invited to attend the meeting as non-voting
		participants and to make explanatory statements, provided that they shall leave the
		meeting when deliberation or voting takes place.
		The chair shall call the board meeting to order at the appointed meeting time and
		when more than one-half of all the directors are in attendance.
		If one-half of all the directors are not in attendance at the appointed meeting time,
		the chair may announce postponement of the meeting time, provided that no more
		than two such postponements may be made. If the quorum is still not met after two
		postponements, the chair shall reconvene the meeting in accordance with the
		procedures in Article 3, paragraph 2.
		The number of "all directors," as used in the preceding paragraph and in Article 16,
		paragraph 2, subparagraph 2, shall be counted as the number of directors then
		actually in office.
Article	9	(Documentation of a board meeting by audio or video)
		Proceedings of a board meeting shall be recorded in their entirety in audio or video,
		and the recording shall be retained for a minimum of 5 years. The record may be
		retained in electronic form.
		If any litigation arises with respect to a resolution of a board meeting before the end
		of the retention period of the preceding paragraph, the relevant audio or video
		record shall be retained until the conclusion of the litigation.

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Appendix I

Where a board meeting is held by videoconference, the audio or video documentation of the meeting constitutes part of the meeting minutes and shall be retained for the duration of the existence of this Corporation.

Article 10 (Agenda items)

Agenda items for regular board meetings of this Corporation shall include at least the following:

1.Matters to be reported:
A. Minutes of the last meeting and action taken.
B. Important financial and business matters.
C. Internal audit activities.
D. Other important matters to be reported.
2.Matters for discussion:
A. Items for continued discussion from the last meeting.
B. Items for discussion at this meeting.
3.Extraordinary motions.

Article 11 (Discussion of proposals)

A board meeting shall follow the agenda given in the meeting notice. However, the agenda may be changed with the approval of a majority of directors in attendance at the board meeting.

The chair may not declare the meeting closed without the approval of a majority of the directors in attendance at the meeting.

At any time during the course of a board meeting, if the number of directors sitting at the meeting does not constitute a majority of the attending directors, then upon the motion by a director sitting at the meeting, the chair shall declare a suspension of the meeting, in which case Article 8, paragraph 3 shall apply mutatis mutandis.

Article 12 (Matters requiring discussion at a board meeting)

The matters listed below as they relate to this Corporation shall be raised for discussion at a board meeting:

The Corporation's business plan.
Annual and semi-annual financial reports, with the exception of semi-annual financial reports that are not required under relevant laws and regulations to be audited and attested by a certified public accountant (CPA).
Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act and assessment of the effectiveness of the internal control system.
Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of any handling procedures for material financial or business transactions, such as the acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others.
The offering, issuance, or private placement of equity-type securities.
The appointment or discharge of a financial, accounting, or internal audit officer.
A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief that is made for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition.
Any matter that, under Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw, must be approved by resolution at a

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shareholders meeting or board meeting, or any material matter as may be prescribed by the competent authority.

The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means an individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year. (In the case of a foreign issuer whose shares have no par value or a par value other than NT$10, 2.5 percent of shareholders' equity shall be substituted for the calculation of the amount equal to 5 percent of paid-in capital required under this paragraph.)

The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

At least one independent director of this Corporation shall attend the meeting in person. With respect to the matters which must be approved by resolutions at a board meeting as provided in the first paragraph, any and all independent directors shall attend the meeting. Where an independent director is unable to attend the meeting, that independent director shall appoint another independent director to attend the meeting as proxy. If an independent director objects to or expresses reservations about such a matter, it shall be recorded in the board meeting minutes; if an independent director intends to express an objection or reservation but is unable to attend the meeting in person, then unless there is a legitimate reason to do otherwise, that director shall issue a written opinion in advance, which shall be recorded in the board meeting minutes.

Article 13 (Voting-I) When the chair at a board meeting is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call a vote.

When a proposal comes to a vote at a board meeting, if no attending director voices an objection following an inquiry by the chair, the proposal will be deemed approved. If there is an objection following an inquiry by the chair, the proposal shall be brought to a vote.

One voting method for proposals at a board meeting shall be selected by the chair from among those below, provided that when an attending director has an objection, the chair shall seek the opinion of the majority to make a decision:

1.A show of hands or a vote by voting machine.

2.A roll call vote.

3.A vote by ballot.

4.A vote by a method selected at this Corporation's discretion. "Attending directors," as used in the preceding two paragraphs, does not include directors that may not exercise voting rights pursuant to Article 15, paragraph 1.

Article 14 (Voting-II and methods for vote monitoring and counting)

Except where otherwise provided by the Securities and Exchange Act and the Company Act, the passage of a proposal at a board meeting shall require the approval of a majority of the directors in attendance at a board of directors meeting attended by a majority of all directors.

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When there is an amendment or 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. If any one among them is passed, the other proposals shall then be deemed rejected, and no further voting on them shall be required.

If a vote on a proposal requires monitoring and counting personnel, the chair shall appoint such personnel, providing that all monitoring personnel shall be directors. Voting results shall be made known on-site immediately and recorded in writing.

Article 15 (Recusal system for directors)

If a director or a juristic person that the director represents is an interested party in relation to an agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interest of this Corporation, that director may not participate in discussion or voting on that agenda item and shall recuse himself or herself from the discussion or the voting on the item, and may not exercise voting rights as proxy for another director.

Where a director is prohibited by the preceding paragraph from exercising voting rights with respect to a resolution at a board meeting, the provisions of Article 180, paragraph 2 of the Company Act apply mutatis mutandis in accordance with Article 206, paragraph 4 of the same Act.

Article 16 (Meeting minutes and sign-in matters)

Discussions at a board meeting shall be recorded in the meeting minutes, and the minutes shall fully and accurately state the matters listed below:

1.The meeting session (or year) and the time and place of the meeting.
2.The name of the chair.
3.The directors' attendance at the meeting, including the names and the number of directors in attendance, excused, and absent.
4.The names and titles of those attending the meeting as non-voting participants.
5.The name of the minute taker.
6.The matters reported at the meeting.
7.Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director pursuant to Article 12, paragraph 4.
8.Extraordinary motions: The name of the mover, the method of resolution and the result, a summary of the comments of any director, supervisor, expert, or other person; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; and their objections or reservations and any recorded or written statements.
9.Other matters required to be recorded.

The occurrence of any of the following circumstances, with respect to a resolution passed at a board meeting, shall be stated in the meeting minutes and shall be publicly announced and filed on the website of the Market Observation Post System

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designated by the Financial Supervisory Commission, within 2 days from the date of the meeting:

1.Any objection or expression of reservations by an independent director expresses of which there is a record or written statement.
2.A resolution is adopted with the approval of two-thirds or more of all directors, without having been passed by the audit committee of this Corporation.

The attendance book constitutes part of the minutes for each board meeting and shall be retained for the duration of the existence of this Corporation.

The minutes of a board meeting shall bear the signature or seal of both the chair and the minute taker, and a copy of the minutes shall be distributed to each director and supervisor within 20 days after the meeting. The minutes shall be deemed important corporate records and appropriately preserved during the existence of this Corporation.

The meeting minutes of paragraph 1 may produced and distributed in electronic form.

Article 17 (Principles with respect to the delegation of powers by the board) With the exception of matters required to be discussed at a board meeting under Article 12, paragraph 1, when the board of directors appoints a party to exercise the powers of the board in accordance with applicable laws and regulations or this Corporation's articles of incorporation, the levels of such delegation and the content or matters it covers shall be definite and specific, and carried out in accordance with the principles below:

Article 18 (Meetings of board of managing directors)

If the board of directors has managing directors, the provisions of Article 2, paragraph 2 of Article 3, Articles 4 to 6, Article 9, and Articles 11 to the preceding article shall apply mutatis mutandis to the procedure for meetings of the managing directors. However, if a meeting of managing directors is scheduled to be convened within seven days, the notice to each managing director may be made two days in advance.

Article 19 (Supplementary provisions)

These Rules of Procedure shall be adopted by the approval of meeting of the board of directors and shall be reported to the shareholders meeting. The board of directors may be authorized to adopt, by resolution, any future amendments to these Rules.

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

ELEVENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

Patec Precision Industry Co., Ltd.

(as adopted by a Special Resolution passed on 20[th] June 2022)

The name of the Company is Patec Precision Industry Co., Ltd.
The Registered Office of the Company shall be situated at the offices of Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands or such other place within the Cayman Islands as the Board may from time to time decide, being the registered office of the Company.
Subject to the following provisions of this Memorandum of Association, the objects for which the Company is established are unrestricted, and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law (As Revised).
Subject to the following provisions of this Memorandum of Association, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Law (As Revised).
Nothing in this Memorandum of Association shall permit the Company to carry on a business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Law (As Revised) or to carry on insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Law (As Revised) or to carry on the business of company management without being licensed in that behalf under the Companies Management Law (As Revised).
The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

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Appendix II

The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
The share capital of the Company is NT$1,000,000,000 divided into 100,000,000 ordinary shares of a nominal or par value of NT$10 each with power for the Company, subject to the provisions of the Companies Law (As Revised) and the Articles of Association, to redeem or purchase any of its shares and to sub-divide, increase or reduce the said capital and to issue any part of its capital, original, redeemed, increased or reduced, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be ordinary, preference or otherwise, shall be subject to the power hereinbefore contained.
The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company and the interpretations section of the Articles of Association of the Company shall apply to this Memorandum of Association.

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Appendix II

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

ELEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Patec Precision Industry Co., Ltd.

(as adopted by a Special Resolution passed on 20[th] June 2022

INTERPRETATION

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

Applicable Listing Rules the relevant laws, regulations, rules and codes as amended, from time to time, applicable as a result of the original and continued trading or listing of any shares on any Taiwan stock exchange or securities market, including, without limitation the relevant provisions of the Securities and Exchange Act of the R.O.C., the Company Act of the R.O.C., the Act Governing Relations Between Peoples of the Taiwan Area and the Mainland Area, and any similar laws, statutes and the rules and regulations of the R.O.C. authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the GTSM and the TWSE (where applicable);

Articles these Articles of Association of the Company in their present form, as amended, substituted or supplemented from time to time by a Special Resolution; Auditors the certified public accountant (if any) retained by the Company to audit the accounts of the Company, to audit and/or certify the financial statements of the Company or to perform other similar duties as assigned or requested by the Company for the time being;

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Audit Committee has the meaning set out in Article81-1; Board the board of Directors of the Company comprising all the Directors; Capital Reserve means (1) the Share Premium Account, (2) income from endowments received by the Company and (3) other items required to be treated as Capital Reserve pursuant to the Applicable Listing Rules;

has the meaning set out in Article81-1; the board of Directors of the Company comprising all the Directors;

Chairman has the meaning given thereto in Article 68; Class or Classes any class or classes of Shares as may from time to time be issued by the Company in accordance with these Articles;

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

Company Patec Precision Industry Co., Ltd.;

M&A referred to the merger, acquisition or division of a company within the meaning of the Law and the Applicable Listing Rules;
Consolidation the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company within the meaning of the Law and the Applicable Listing Rules;
Acquisition referred to a company obtaining shares, business or property of other companies and using shares, cash or other property as consideration within the meaning of the Law and the Applicable Listing Rules;
Director a director of the Company or an Independent Director (if any) for the time being who collectively form the Board, and “Directors” means 2 or more of them (including any and all Independent Director(s));
Discount Transfer has the meaning set out in Article 23(3);

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

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Emerging Market the emerging market board of the GTSM in Taiwan; Employees employees of the Company and/or any of the Subordinate Companies of the Company, as determined by the Board from time to time in its sole discretion, and “Employee” shall mean any one of them; Financial Statements has the meaning set out in Article 103; GTSM the GreTai Securities Market in Taiwan; Independent Directors those Directors designated as "Independent Directors" who are elected by the Members at a general meeting and appointed as "Independent Directors" for the purpose of these Articles and the requirements of the Applicable Listing Rules, and “Independent Director” means any one of them; Juristic Person a firm, corporation or other organization which is recognised by the Law and the Applicable Listing Rules as a legal entity; Law the Companies Law (As Revised) of the Cayman Islands and any amendment or other statutory modification thereof and every other act, order, regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum and/or these Articles, and where in these Articles any provision of the Law is referred to, the reference is to that provision as modified by any law for the time being in force; Member or Shareholder a Person who is duly registered as the holder of any Share or Shares in the Register for the time being, including persons who are jointly so registered and “Members” or “Shareholders” means 2 or more of them; Memorandum the memorandum of association of the Company, as amended or substituted from time to time; Merger the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company within the meaning of the Law and the Applicable Listing Rules;

Month a calendar month;

NTD New Taiwan Dollars;

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Appendix II

Ordinary Resolution a resolution:(a) passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Members being Juristic Persons, by their respective duly authorised representatives or, where proxies are allowed, by proxy, present at a general meeting of the Company held in accordance with these Articles; and

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

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

Person any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires; Preferred Shares has the meaning given thereto in Article 4; Private Placement an offer by the Company of its Shares, bonds and other securities approved by the Commission to specific persons pursuant to the Applicable Listing Rules; Register the register of Members of the Company maintained in accordance with the Law at such place within or outside the Cayman Islands; Registered Office the registered office of the Company for the time being as required under the Law; Relevant Period the period commencing from the date on which any of the securities of the Company first become public offering or registered or listed on the Emerging Market, the GTSM, the TWSE or any Taiwan stock exchange or securities market to and including the date immediately before the day on which none of such securities are so registered or listed (and so that if at any time registration or listing of any such

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	securities is suspended for any reason whatsoever
	and for any length of time, they shall nevertheless be
	treated, for the purpose of this definition, as
	registered or listed);
R.O.C. or Taiwan	the Republic of China, its territories, its possessions
	and all areas subject to its jurisdiction;
R.O.C. Courts	the Taiwan Taipei District Court or any other
	competent courts in the R.O.C.;
Seal	the common seal of the Company;
Secretary	any Person for the time being appointed by the
	Directors to perform any of the duties of the secretary
	of the Company and including any assistant, deputy,
	acting or temporary secretary;
Share	a share in the capital of the Company. All references
	to "Shares" herein shall be deemed to be Shares of
	any or all Classes as the context may require. For the
	avoidance of doubt in these Articles the expression
	"Share" shall include a fraction of a Share;
Share Premium Account	the share premium account of the Company
	established in accordance with these Articles and the
	Law;
Shareholder Service	the agent licensed by the R.O.C. authorities and
Agent	having its offices in the R.O.C. to provide
	shareholder services, in accordance with the
	Applicable Listing Rules and the Regulations
	Governing the Administration of Shareholder
	Services of Public Companies of the R.O.C., to the
	Company;
signed	bearing a signature or representation of a signature
	affixed by mechanical means or an electronic symbol
	or process attached to or logically associated with an
	electronic communication and executed or adopted
	by a Person with the intent to sign the electronic
	communication;
Special Reserve	has the meaning set out in Article 94;
Special Resolution	a special resolution of the Company passed in
	accordance with the Law, being a resolution:
	(a) passed by a majority of at least two-thirds of
	votes cast by such Members as, being entitled
	to do so, vote in person or, in the case of any
	Members being Juristic Persons, by their
	respective duly authorised representatives or,

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where proxies are allowed, by proxy, present at a general meeting of the Company held in accordance with these Articles, of which notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a Special Resolution, has been duly given; and

(b) at any time other than during the Relevant Period, approved in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives); and
(c) where the Company has only one Member, approved in writing by such Member signed by such Member and the effective date of the special resolution so adopted shall be the date on which the instrument is executed.

A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles;

Spin-off an act wherein a transferor company transfers all of its independently operated business or any single independently operated business to an existing or a newly incorporated company as consideration for that existing transferee company or newly incorporated transferee company to issue new shares to the transferor company or to shareholders of the transferor company;

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

TDCC the Taiwan Depository & Clearing Corporation;

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Treasury Shares

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

TWSE

the Taiwan Stock Exchange Corporation.

(2) Unless the context otherwise requires, expressions defined in the Law and used herein shall have the meanings so defined.
(3) In these Articles unless the context otherwise requires:
(a) words importing the singular number shall include the plural number and vice-versa;
(b) words importing the masculine gender shall include the feminine gender and neuter genders;
(c) a notice provided for herein shall be in writing unless otherwise specified and all reference herein to "in writing" and "written" shall include printing, lithography, photography and other modes of representing or reproducing words in permanent visible form; and
(d) "may" shall be construed as permissive and "shall" shall be construed as imperative.
(4) Headings used herein are intended for convenience only and shall not affect the construction of these Articles.

Subject to the Law and these Articles and any resolution of the Members to the contrary, the Board may, in respect of all Shares for the time being unissued:
(a) offer, issue and allot of such Shares to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine, but so that no Share shall be issued at a discount, except in accordance with the provisions of the Law and the Applicable Listing Rules; and
(b) grant options with respect to such Shares and issue warrants or similar instruments with respect thereto, in accordance with the provisions of the Law and Applicable Listing Rules; and, for such purposes, the Board may reserve an appropriate number of Shares for the time being unissued.
Subject to Article 5 and the sufficiency of the authorised share capital of the Company, the Company may issue Shares of different Classes with rights which are preferential or inferior to those of ordinary Shares issued by the Company (“ Preferred Shares ”) with the approval of a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors.

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(1) Where the Company is to issue Preferred Shares, the following shall be expressly set out in these Articles:
- (a) the total number of Preferred Shares that have been authorised to be issued and the numbers of the Preferred Shares already issued;
- (b) the order, fixed amount or fixed ratio of allocation of dividends, bonus and other distribution on such Preferred Shares;
- (c) the order, fixed amount or fixed ratio of allocation of surplus assets of the Company, upon its liquidation, to the holders of the Preferred Shares;
- (d) the order of or restrictions on the voting right(s) (including, where applicable, a statement that such Preferred Shares have no voting rights whatsoever) of the holders of such Preferred Shares;
- (e) other matters concerning rights and obligations incidental to the Preferred Shares; and
- (f) the method by which the Company is authorised or compelled to redeem the Preferred Shares, or a statement that redemption rights shall not apply.
(2) Subject to the Law, the Memorandum and these Articles shall be amended with the sanction of a Special Resolution to stipulate the rights, benefits and restrictions of such Preferred Shares and the number of the Preferred Shares the Company is authorised to issue.
(1) Subject to the sufficiency of the authorised share capital of the Company and these Articles, the issue of new ordinary Shares in the Company shall be approved by a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors.
(2) The Company shall not convert the Shares into par value shares if the Company chooses to issue no par value shares.
(1) The Company shall issue Shares without printing share certificates, provided that the Register shall be conclusive evidence of the entitlement of a Person to Shares recorded against his/her/its name. During the Relevant Period, whenever the Company issues Shares, the Company shall deliver or cause the Shareholder Service Agent to deliver Shares by advising TDCC to record the number of Shares against the name of each subscriber within thirty (30) days from the date such Shares may be delivered, pursuant to the Law. The Company shall make a public announcement in accordance with the Applicable Listing Rules prior to the delivery of such Shares.
(2) The Company shall not issue bearer Shares.
(3) The Company shall not issue any unpaid Shares or partial paid-up Shares to any Person.
7-1. (1) When the company issuing new shares, where subscriber delays payment for Shares as provided in the preceding article , the Company shall fix a period of not less than one month and call upon each subscriber to pay up, declaring that in case of default of payment within the stipulated period their right shall be forfeited.

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(2) After the Company has made the aforesaid call under the preceding paragraph , the subscribers who fail to pay accordingly shall forfeit their rights and the Shares subscribed to by them shall be otherwise sold. Under the aforesaid circumstances, compensation for loss or damage, if any, may still be claimed against such defaulting subscribers.
During the Relevant Period:
(a) upon each issuance of new Shares (other than resulting from or in connection with any Merger or Consolidation of the Company, Spin-off of the Company's business, any reorganisation of the Company, asset acquisition, share swap, the Shares issued for being acquired, exercise of share options or warrants granted to the Employees, conversion of convertible securities or debt instruments, exercise of subscription warrants or rights to acquire Shares vested with preferential or special rights, where the Company issues new Shares to the existing Members by capitalisation of its reserves in accordance with these Articles, Private Placement or other issuance of Shares for consideration other than cash), the Board may reserve not more than fifteen percent (15%) of the new Shares for subscription by the Employees pursuant to the Law and the Applicable Listing Rules; and
(b) where the Company issues new Shares for cash consideration, after the Board reserving certain percentage of the new Shares for subscription by the Employees pursuant to subsection (a) of this Article, the Company shall allocate ten percent (10%) (or such greater percentage as the Company by an Ordinary Resolution determines) of the total number of the new Shares to be issued for offering in the R.O.C. to the public unless the Commission, the Emerging Market, the GTSM and/or the TWSE (where applicable) considers such public offering unnecessary or inappropriate.
During the Relevant Period, subject to an Ordinary Resolution, upon each issuance of new Shares for cash consideration, the Company shall, after reserving the portion of new Shares for subscription by the Employees and public offering in the R.O.C. pursuant to Article 8, first offer such remaining new Shares, by a public announcement and a written notice to each existing Member respectively, stating that in case any such existing Member fails to confirm his/her/its subscription within the prescribed period his/her/its subscription right shall be forfeited, for the subscription of each such existing Member in proportion to the number of Share(s) held by him/her/it, provided that:
(a) where any fractional Share held by a Member is insufficient to subscribe for one new Share, the fractional Shares being held by several Members may be combined for joint subscription of one or more integral new Shares or for subscription of new Shares in the name of a single Member;
(b) the existing Member(s) may assign and transfer his subscription right to other Persons independently of his original Shares; and
(c) new Shares left unsubscribed may be offered to the public or to specific Persons through negotiation.
The preceding Article shall not apply whenever the new Shares are issued for the following purpose:

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(a) in connection with a Merger or a Consolidation of the Company or a Spin-off of the Company's business, or pursuant to any reorganisation of the Company;
(b) in connection with meeting the Company’s obligation under Share subscription warrants and/or options granted to the Employees;
(c) in connection with meeting the Company’s obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares;
(d) in connection with meeting the Company’s obligation under share subscription warrant or Preferred Shares vested with rights to acquire Shares;
(e) in connection with any share swap arrangement entered into by the Company; ~~, or~~
(f) in connection with any acquisition of issued Shares, business, or assets of another company;
(g) in connection with any Shares issued for being acquired;
(h) in connection with any Private Placement conducted pursuant to Article 13; or
(i) in connection with any other event otherwise prohibited, limited, restricted or exempted to so apply pursuant to the Law and/or the Applicable Listing Rules.
10-1. Any new Shares issued under preceding article may be paid up in cash or assets required in the business of the Company.
During the Relevant Period, subject to the Applicable Listing Rules, the Company may, upon adoption of a resolution passed by a majority of the Directors present at a meeting of the Board attended by two-thirds or more of the total number of Directors, enter into a share subscription right agreement with the Employees whereby such Employees may subscribe, within a specific period of time, for a specific number of Shares of the Company at an agreed subscription price. Upon execution of the said agreement, the Company shall issue to each of such Employees a share subscription warrant. Such issued share subscription warrant shall be non-assignable, except for transfer by inheritance or intestacy.
During the Relevant Period, the Company may, subject to approval of Shareholders by way of Special Resolution, issue new Shares with restricted rights as approved by such Special Resolution to Employees of the Company and/or its Subordinate Companies, provided that Articles 8 and 9 shall not apply. In respect of the issuance of Shares to Employees in the preceding sentence, the number of Shares to be issued, issue price, issue conditions, restrictions and other matters shall be subject to the Applicable Listing Rules and the Law.
(1) During the Relevant Period and subject to the Applicable Listing Rules, the Company may, with the sanction of a Special Resolution, conduct a Private Placement with any of the following Persons in the R.O.C.:
- (a) banks, bills finance enterprises, trust enterprises, insurance enterprises, securities enterprises, or other Juristic Persons or institutions approved by the Commission;
- (b) natural persons, Juristic Persons, or funds meeting the conditions prescribed by the Commission; or

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  - (c) directors, supervisors, officers and managers of the Company or its affiliated enterprises.

(2) Subject to the preceding paragraph, the Board may resolve, by a majority of the Directors presents at a meeting attended by two-thirds or more of the total numbers of the Directors, that a Private Placement of ordinary corporate bonds be carried out by installments within one year of the date of such resolution.
The Company may by a Special Resolution reduce its share capital in the manner authorised, and subject to any conditions prescribed, by the Law and the Applicable Listing Rules.
During the Relevant Period, any issuance, conversion or cancellation of the Shares or any other equity securities (including but not limited to warrants, options or bonds), capitalisation and shareholder services, shall comply with the Law, the Applicable Listing Rules and the Regulations Governing the Administration of Shareholder Services of Public Companies of the R.O.C..

MODIFICATION OF RIGHTS

Whenever the share capital of the Company is divided into different Classes of Shares, including where Preferred Shares are issued, subject to Article 45 and in addition to a Special Resolution, the special rights attached to any Class shall be varied or abrogated with the sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of such Class. To every such separate general meeting and all adjournments thereof, all the provisions of these Articles relating to general meetings of the Company and to the proceedings thereat shall mutatis mutandis apply.
The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia , the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of Shares of any Class by the Company.

REGISTER

Subject to the Law, the Board shall cause to be kept the Register at such place within or outside the Cayman Islands as it deems fit. During the Relevant Period, the Register shall be entered therein the particulars required under the Law and the Applicable Listing Rules, and shall be made available at its Shareholder Service Agent’s office in the R.O.C.
Notwithstanding anything contained in these Articles and subject to the Law, during the Relevant Period, the relevant information of the Members shall be recorded by TDCC, and the Company shall recognize each person identified in the records provided by TDCC to the Company as a Member and such records shall form part of the Register as at the date of receipt of such records by the Company.

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REDEMPTION AND REPURCHASE OF SHARES

All Preferred Shares may be redeemed in accordance with the provisions of the Law, provided that the privileges accorded to holders of the Preferred Shares by these Articles shall not be impaired under the Law and the Applicable Listing Rules.
(1) Subject to the Law, the Applicable Listing Rules and Paragraph (3) of this Article, upon the approval of a majority of the Directors present at a Board meeting attended by twothirds or more of Directors, the Company may purchase its own Shares, for cancellation, upon such terms and manner and subject to such conditions as the Board thinks fit, and such Shares shall be treated as cancelled immediately on purchase.
(2) Subject to the Law, the Applicable Listing Rules and Paragraph (3) of this Article, upon the approval of a majority of the Board present at a Board meeting attended by twothirds or more of Directors, the Company may purchase its own Shares, to be held as Treasury Shares, upon such terms and manner and subject to such conditions as the Board thinks fit, PROVIDED ALWAYS that such purchase is effected in accordance with the provisions of the Law.
(3) During the Relevant Period, the resolutions of Board approving a purchase of Shares, how such resolutions are implemented, and the failure of any purchase of Shares as approved by such resolutions (if any) shall be reported to the Shareholders at the next general meeting.
(4) Subject to the Law, for so long as the Company holds Treasury Shares:
- (a) the Company shall be entered in the Register as holding the Treasury Shares;
- (b) the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
- (c) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the purposes of these Articles or the Law; and
- (d) no dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Members on a winding up) may be made to the Company, in respect of a Treasury Share.
(5) During the Relevant Period, subject to the Law, except purchases of Shares carried out pursuant to Article 22(1), the number of Shares to be purchased by the Company from time to time shall not exceed ten percent (10%) of the total number of issued and outstanding Shares and the total amount of the shares to be purchased by the Company shall not exceed the aggregate amount of retained earnings, premium on capital stock, and realized capital reserve.

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(1) Subject to the Law and the Applicable Listing Rules, the Company may carry out a purchase and cancellation of its Shares on a pro rata basis (rounded up or down to the nearest whole number) among the Shareholders in proportion to the number of Shares held by each such Shareholder subject to approval by a Special Resolution. The purchase price payable to the Shareholders in connection with a purchase of Shares described in the preceding sentence may be paid in cash or in kind. Where any purchase price is paid in kind, the type of such payment in kind and the corresponding amount of such substitutive distribution shall be subject to approval by a Special Resolution as well as individual consent by the Shareholder(s) receiving such payment in kind. Prior to convening the general meeting for approving such purchase of Shares, the Board shall determine the monetary equivalent value of any purchase price to be paid in kind and have such value audited and certified by a certified public accountant in the R.O.C.
(2) For the avoidance of doubt, where the proposed purchase and cancellation of Shares is not on a pro rata basis, subject to the Law and the Applicable Listing Rules, the Board is empowered to authorize and carry out such repurchase without approval by Special Resolution in accordance with the preceding paragraph.
(1) Where the Company holds Treasury Shares, the Company may, in accordance with the Law:
- (a)cancel any or all of the Treasury Shares; or
- (b) transfer any or all of the Treasury Shares to the Employees, the terms of such transfer and qualifications of such employees shall be determined by the Board, subject to Paragraph (3) of this Article. The Board may impose a lock-up period restricting the transfer of any Treasury Shares transferred to the Employees pursuant to this Paragraph (1) for a term of up to two (2) years.
(2) A sum equal to the consideration (if any) received by the Company pursuant to the transfer of Treasury Share(s) shall be credited in accordance with the Law.
(3) Subject to Paragraph (4) of this Article and the Law, the Company may, by way of a Special Resolution passed at the immediate preceding general meeting of the Company, transfer the Treasury Shares to the Employees for a price that is below the average price that the Company has paid to purchase such Treasury Shares (the “ Discount Transfer ”), provided that the following matters shall be specified in the notice of such general meeting with the description of their major contents, and shall not be proposed as ad hoc motions:
- (a) the transfer price of the Treasury Shares as determined by the Board, the discount rate used for the Discount Transfer, and the calculation basis of the Discount Transfer, and the basis of such determination;
- (b) the amount of the Treasury Shares to be transferred pursuant to, and the purpose of, the Discount Transfer, and the basis of such determination;
- (c) the qualification and terms of the Employees to whom the Treasury Shares are transferred and the amount of Treasury Shares for which such Employees may subscribe pursuant to the Discount Transfer;

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

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

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

(4) The total aggregate amount of the Treasury Shares that are transferred to the Employees pursuant to the Discount Transfer in accordance with Paragraph (3) of this Article shall not exceed five percent (5%) of the total number of issued and outstanding Shares of the Company, and the aggregate amount of the Treasury Shares transferred to each Employee shall not exceed point five percent (0.5%) of the total number of issued and outstanding Shares of the Company.

TRANSFER AND TRANSMISSION OF SHARES

Subject to the Law and Applicable Listing Rules and unless otherwise provided by these Articles, the Shares shall be freely transferable.
The Company shall not be obligated to recognize any transfer or assignment of Shares unless the name/title and residence/domicile of the transferor and transferee have been recorded in the Register. The registration of transfers may be suspended when the Register is closed in accordance with Article 27.

NON-RECOGNITION OF TRUSTS

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

CLOSING REGISTER OR FIXING RECORD DATE

(1) The Board may fix in advance the record date(s) for (a) determining the Members entitled to receive any dividend, distribution or issue; (b) determining the Members entitled to receive notices of, attend or vote at any general meeting or any adjournment thereof in person, by proxy or by way of electronic transmission; and (c) any other purposes as determined by the Board.

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In the event the Board designates the record date(s) for (b) in accordance with this Article, such record date(s) shall be date(s) prior to the general meeting.

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

GENERAL MEETINGS

The Company shall in each year hold a general meeting as its annual general meeting within six months after close of each financial year or such other period as may be permitted by the Emerging Market, the GTSM or the TWSE (where applicable). The annual general meeting shall be convened by the Board. The shareholder’s meeting may be held through a video conference or other methods promulgated by the R.O.C. competent authorities.
All general meetings other than annual general meetings shall be called extraordinary general meetings. The Board may, whenever they think fit, convene an extraordinary general meeting of the Company.
During the Relevant Period, all general meetings shall be held in the R.O.C. At any time other than during the Relevant Period, the Board may convene any general meeting at such place as it deems fit.
(1) Any one or more Member(s) holding at least three percent (3%) of the issued and outstanding Shares of the Company for a period of one year or a longer time may, by depositing the requisition notice specifying the proposals to be resolved and the reasons, request the Board to convene an extraordinary general meeting. If the Board does not give notice to Members to convene such meeting within fifteen (15) days after the date of the requisition notice, the proposing Member(s) may convene a general meeting.
(2) Any one or more Member(s) holding at least one-half of the issued and outstanding Shares of the Company for a period of three months or a longer time may, convene an extraordinary general meeting. The calculation of the holding period and the number of Shares held by the abovementioned Member(s) shall be based on the holding at the time when the Register is closed for transfers.
(1) The Board or other Persons calling a general meeting may require the Company or its Shareholder Service Agent to provide the Register.
(2) During the Relevant Period, the Company shall engage a Shareholder Service Agent within the R.O.C. to handle the administration of general meetings, including but not limited to, the voting matters.

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NOTICE OF GENERAL MEETING

(1) During the Relevant Period, at least thirty (30) days notice of an annual general meeting and fifteen (15) days notice of an extraordinary general meeting shall be given to each Member, and the Company may make a public announcement of a notice of general meeting to Members holding less than 1,000 Shares instead of delivering the same to each Member. The period of notice shall be exclusive of the day on which it is served and of the day on which the general meeting is to be held. Such notice shall be in writing, shall specify the place, the day and the time of meeting and the agenda and the proposals to be resolved at the general meeting and shall be given in the manner hereinafter described or be given via electronic communications if previously consented by the Members and permitted by the Law and the Applicable Listing Rules.
(2) At any time other than the Relevant Period, at least five (5) days notice in writing shall be given of an annual general meeting or any other general meeting PROVIDED HOWEVER that notice may be waived by all the Member either at or before the meeting is held PROVIDED FURTHER that notice or waiver thereof may be given by telex or telefax. At any time other than the Relevant Period, a general meeting may be convened by such shorter notice or without notice with the consent of a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five percent (95%) in nominal value of the Shares giving that right.
(1) During the Relevant Period, the Company shall make public announcements with regard to notice of general meeting, proxy form, summary information and details about items to be proposed at the meeting for approval, discussion, election or dismissal of Directors at least thirty (30) days prior to any annual general meeting or at least fifteen (15) days prior to any extraordinary general meeting.
(2) During the Relevant Period, if the Company allows the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission in accordance with Article 56, the Company shall also send to the Shareholders the information and documents as described in the preceding paragraph, together with the voting right exercise forms.
The following matters shall not be considered, discussed or proposed for approval at a general meeting unless they are specified in the notice of general meeting with the description of their major contents; the major content may be published on the website designated by the Commission, the Emerging Market, the GTSM or the TWSE (where applicable) or the Company, and such website shall be indicated in the above notice:
(a) any election or removal of Director(s);
(b) any alteration of the Memorandum and/or these Articles;
(c) capital reduction;
(d) application for the approval of ceasing the Shares to be publicly offered;

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(e) any dissolution, voluntary winding-up, Merger, share swap, Consolidation or Spin-off of the Company;
(f) entering into, amending, or terminating any contract for lease, management or regular joint operation of the Company’s whole business;
(g) the transfer of the whole or any material part of the Company’s business or assets;
(h) the acquisition of the whole business or assets of a Person, which has a material effect on the operation of the Company;
(i) carrying out a Private Placement of any equity-type securities issued by the Company;
(j) granting a waiver to a Director’s non-competition obligation or approving a Director to engage in activities in competition with the Company;
(k) distributing dividends, bonus or other distributions in whole or in part by way of issuance of new Shares; and
(l) capitalisation of the Company’s Special Reserve, the Share Premium Account and/or the income from endowments received by the Company in the Capital Reserve, by issuing new Shares and/or cash to its existing Members.
During the Relevant Period, the Company shall prepare a manual for each general meeting, and electronic files of such manual and relevant materials shall be published on the website designated by the Commission and the Emerging Market, the GTSM or the TWSE (where applicable) thirty (30) days prior to the scheduled date of the relevant annual general meeting and fifteen (15) days prior to the scheduled date of the relevant extraordinary general meeting pursuant to the Applicable Listing Rules.
The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any Member entitled to receive notice shall not invalidate the proceedings of that general meeting.

PROCEEDINGS AT GENERAL MEETINGS

No business, other than the appointment of a chairman of the meeting, shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. In case the general meeting proceeds via video conference, the shareholders taking part in such a meeting shall be deemed to have attended the meeting in person. Save as otherwise provided by these Articles, at least two Members present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing more than onehalf of the total issued and outstanding Shares with voting rights shall be a quorum of Members for all purposes.
(1) During the Relevant Period, one or more Member(s) holding one percent (1%) or more of the total issued and outstanding Shares of the Company may submit to the Company not more than one proposal in writing or by way of electronic transmission for resolution at an annual general meeting; provided that only one matter shall be allowed in a single proposal, the

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number of words therein contained shall not be more than three hundred (300), and the matter of such proposal may be resolved by a general meeting, or otherwise such proposal shall not be included in the agenda.

(2) During the Relevant Period, prior to the commencement of the period in which the Register is closed for transfers before an annual general meeting, the Company shall make a public announcement of the place and the period for Members to submit proposals; provided that the period for submitting such proposals shall not be less than ten (10) days.
(3) The Member who has submitted a proposal shall attend, in person or by a proxy, such general meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.
(4) The Board shall include a proposal submitted by Member(s) unless any of the following circumstances is satisfied:
- (a) the proposal involves matters which cannot be settled or resolved at a general meeting under the Law, the Applicable Listing Rules and these Articles;
- (b) the number of Shares held by the proposing Member(s) is less than one percent (1%) of the total issued and outstanding Shares in the Register upon commencement of the period in which the Register is closed for transfers before the relevant annual general meeting of the Company;
- (c) the proposal is submitted after the expiration of the specified period announced by the Company for submitting proposals; or
- (d) the proposal contains more than three hundred (300) words or more than one matters in a single proposal.
(5) The proposal proposed pursuant to the preceding paragraph (1) for urging the Company to promote public interests or fulfil the Company's social responsibilities may still be included in the agenda by the Board.
(6) The Company shall, prior to the despatch of a notice of the relevant annual general meeting, inform all the proposing Members of whether their proposals are accepted or not, and shall list in the notice of the relevant annual general meeting all the accepted proposals. The Board shall explain at the relevant annual general meeting the reasons for excluding any proposal submitted by Members.
The Chairman shall preside as chairman at every general meeting of the Company convened by the Board. For a general meeting convened by any Person other than the Board, such Person shall act as the chairman of that meeting; provided that if there are two or more Persons jointly convening such meeting, the chairman of the meeting shall be elected from those Persons.
If at any general meeting the Chairman is not present or is unwilling to act as chairman, he shall appoint one of the Directors to act on his behalf. In the absence of such appointment, the Directors present may choose one of them to be the chairman of that general meeting.
A general meeting may be adjourned by the Company by an Ordinary Resolution from place to place within five (5) days, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a

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general meeting is adjourned for more than five (5) days, notice of the time and location of the adjourned meeting shall be given as in the case of an original meeting.

At any general meeting, a resolution put to the vote of the meeting shall be decided on a poll.
Unless otherwise expressly required by the Law, the Applicable Listing Rules or these Articles, any matter proposed for approval by the Members at a general meeting shall be passed by an Ordinary Resolution.
Subject to the Law and the Applicable Listing Rules, the Company may by a Special Resolution:
(a) enter into, amend, or terminate any contract for lease, management or regular joint operation of its whole business;
(b) transfer the whole or any material part of its business or assets;
(c) acquire the whole business or assets of a Person, which has a material effect on the operation of the Company;
(d) distribute dividends, bonus or other distributions in whole or in part by way of issuance of new Shares;
(e) effect any Spin-off of the Company;
(f) authorise a plan of Merger or Consolidation involving the Company;
(g) resolve that the Company be wound up voluntarily;
(h) carry out a Private Placement;
(i) grant a waiver to a Director’s non-competition obligation, or approve a Director to engage in activities in competition with the Company;
(j) change its name;
(k) change the currency denomination of its share capital;
(l) increase the share capital by such sum, to be divided into new Shares of such Classes of such par value, as the resolution shall prescribe;
(m) consolidate and divide all or any of its share capital into Shares of a larger par value than its existing Shares;
(n) subdivide its existing Shares, or any of them, into Shares of a smaller par value than is fixed by the Memorandum;
(o) cancel any Shares that, at the date of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled;
(p) subject to these Articles (including without limitation Articles 16 and 17), alter or amend the Memorandum or these Articles, in whole or in part;

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(q) reduce its share capital and any fund of the capital redemption reserve in any manner authorised by the Law and the Applicable Listing Rules; and
(r) appoint an inspector to examine the affairs of the Company under the Law; and
(s) issue new Shares to Employees of the Company and/or its Subordinate Companies subject to any restrictions and conditions in accordance with Article 12.
45-1. Subject to the Statute, the resolution of the general meeting shall be adopted by two-thirds or more of the votes of the shareholders who represent the total number of issued shares of the Company:
(a) if the Company participates in the merger/consolidation and is dissolved thereafter while the surviving company is not a listed or OTC company;
(b) if the trading of shares on TSE market is terminated because the Company carries on the general transfer so that the transferee company is not a listed or OTC company anymore;
(c) if the trading of shares on TSE market is terminated because the Company is acquired by any other surviving or newly incorporated company as a 100% held subsidiary company by means of share exchange while the surviving or newly incorporated company is not a listed or OTC company; or
(d) if the company carries on a division and the trading of the shares then traded on TSE market shall be terminated while the surviving or newly incorporated transferee company after the division is not a listed or OTC company.
Subject to the Law and the Applicable Listing Rules, the Company may by a Special Resolution resolve that the Company be wound up voluntarily if the Company is unable to pay its debts as they fall due.
(1) Subject to the Law, in the event any of the resolutions with respect to the matter(s) as set out in Paragraphs (a), (b) or (c) of Article 45 is adopted at a general meeting, a Member who has notified the Company in writing of his objection to such proposal prior to that meeting and subsequently raised his objection at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price; provided, however, that no Member shall have the abovementioned appraisal right if the resolution to be adopted is in relation to the matter(s) set out in Paragraph (b) of Article 45 and at the same meeting the resolution for the winding up of the Company is also adopted.
(2) In the event any part of the Company’s business is involved in any Spin-Off, Merger or Consolidation, a Member, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing before the relevant vote, may request the Company to purchase all of his Shares at the then prevailing fair price in accordance with the Law.
(3) Without prejudice to the Law, if the Shareholder filing a request under the preceding paragraph (1) and (2) of this Article 47, the Shareholder shall make such request in writing within twenty(20) days since the resolution of the general meeting was made, specify the price for buying back. If the Company and the Shareholder reach an agreement about the price of buying back, the Shareholder may request the price from the company within ninety(90) days since the resolution of the general meeting was made. In case no agreement

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is reached, the Shareholder may request the fair price in accordance with the Law from the company within ninety(90) days since the resolution of the general meeting was made. If the Company did not pay, the Shareholder may request the price requested by the Shareholder from the company.

(4) Without prejudice to the Law, in the event the Company and a Member making a request pursuant to Article 45-1 (c) listed in Paragraphs (1), or Paragraphs (2) of this Article fail to reach agreement on the purchase price within sixty (60) days following the date of the resolution, the Member may, within thirty (30) days after such sixty (60) days period, file a petition to the Taiwan Taipei District Court of the R.O.C. if and to the extent permitted under the Law, for a ruling on the appraisal price.

48. In case the procedure for convening a general meeting in which a resolution is adopted or the method of adopting a resolution is in violation of the Law, the Applicable Listing Rules or these Articles, a Member may, if and to the extent permitted under the Law, within thirty (30) days from the date of the resolution, submit a petition to the Taiwan Taipei District Court, as applicable, for an appropriate remedy, including but not limited to, requesting the court to invalidate and cancel the resolution adopted therein.

Notwithstanding anything to the contrary provided for in these Articles, at any time other than during the Relevant Period, a resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.
The proceedings regarding general meetings and the voting in general meetings not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Company by an Ordinary Resolution from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular the Rules Governing the Conduct of Shareholders Meetings of R.O.C. Public Companies).

VOTES OF MEMBERS

Subject to any rights and restrictions as to voting for the time being attached to any Share by or in accordance with these Articles, at any general meeting, every Member present in person (or in the case of a Member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each Share registered in his/her/its name in the Register.
In the case of joint Members, the joint Members shall select a representative among them to exercise their voting powers and the vote cast by such representative, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Members.
A Shareholder who holds Shares for the benefit of others need not use all his votes or cast all the votes he holds in the same way as he uses his votes in respect of Share he holds for himself. The qualifications, scope, methods of exercise, operating procedures and other requirements for separate votes shall be in compliance with the Applicable Listing Rules.

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Any corporation which is a Member of the Company may, by resolution of its board or other governing body, authorise such natural person as it thinks fit to act as its representative at any general meeting or at any meeting of a Class of Members of the Company.
(1)Subject to the Law and the Applicable Listing Rules, Shares held by the following persons shall not be counted in the total number of issued Shares of the Company which are entitled to vote for when calculating the quorum at a general meeting and Members belonging to the following persons shall abstain from voting in respect of all Shares held by them:
- (a) the Company itself (if such holding is permitted by the Law);
- (b) any entity in which the Company is legally or beneficially interested in more than fifty percent (50%) of its issued and voting share capital or equity capital; or
- (c) any entity in which the Company and (i) its holding company, and (ii) its Subordinate Company are legally or beneficially, directly or indirectly, interested in more than fifty percent (50%) of its issued and voting share capital or equity capital.
(2) Any Member who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a general meeting shall abstain from voting in respect of all the Shares that such Member should otherwise be entitled to vote, on his behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Member(s) shall not be counted in determining the number of votes for or against such matter.
(3) Where any Director, who is also a Shareholder of the Company, creates or has created any charge, mortgage, encumbrance or lien in respect of Shares held by such Director (the "Charged Shares") exceeding fifty percent (50%) of total Shares held by such Director at the time of his/her latest appointment as Director, such Director shall refrain from exercising its voting rights on the Shares representing the difference between the Charged Shares and fifty percent (50%) of total Shares held by such Director at the time of his/her latest appointment as Director, and such Shares shall not carry the voting rights and shall not be counted toward the number of votes represented by the Shareholders present at a general meeting but shall be included in the quorum.
To the extent permitted by the Law and subject to the Applicable Listing Rules, the Board may resolve that the voting power of a Member at a general meeting may be exercised by way of a written ballot or by way of electronic transmission. The way of electronic transmission shall be one of the voting methods at the general meeting. The method for exercising such voting power shall be described in the general meeting notice to be given to the Members if the voting power may be exercised by way of a written ballot or electronic transmission. Any Member who intends to exercise his voting power by way of a written ballot or by way of electronic transmission shall serve the Company with his voting decision at least two (2) days prior to the date of such general meeting. Where more than one voting decision are received from the same Member by the Company, the first voting decision shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous voting decision in the laterreceived voting decision. A Member who exercises his voting power at a general meeting by way of a written ballot or by electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to vote his Shares at the general meeting only in the manner directed by his written instrument or electronic document. The chairman of the general meeting as proxy shall not have the power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the written or electronic document,

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impromptu proposal and/or any amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.

In case a Member who has cast his votes by a written instrument or by way of electronic transmission intends to attend the relevant general meeting in person, he shall, at least two (2) day prior to the date of the general meeting, revoke such votes by serving a notice in the same manner as he cast such votes. In the absence of a timely revocation of such votes, such votes shall prevail. Nonetheless, a Member who attends and votes at a general meeting in person would be deemed to have revoked his prior voting instructions by a written instrument or by way of electronic transmission, notwithstanding that such shareholder has not submitted a revocation notice in accordance with this Article 57.

PROXY

(1) A Member may appoint a proxy to attend a general meeting on his behalf by executing a proxy form produced by the Company stating therein the scope of power authorized to the proxy. A proxy need not be a Member.
(2) Subject to the Law and unless otherwise provided in these Articles, forms of instrument of proxy for use at a general meeting shall be produced by the Company specifying therein (a) the instructions for filling out the form, (b) the signature requirements, (c) the matters to be voted upon pursuant to such proxy and basic identification information of the Member as appointor, the proxy solicitor (if any) and the proxy, and shall be sent out together with the notice of general meeting to all Members on the same day.
A Member may only appoint one proxy for each general meeting irrespective of how many Shares he holds and shall serve an executed proxy in compliance with the preceding Article to the Company or its Shareholder Service Agent as the case may be no later than five (5) days prior to the date of the general meeting. In case the Company receives two or more proxies from one Member, the one received first by the Company shall prevail unless an explicit statement by the Member to revoke such proxy is made in the subsequent proxy, provided this subsequent proxy is received no later than five (5) days prior to the date of the general meeting.
In case a Member who has served a proxy intends to attend the relevant general meeting in person or to exercise his voting power by way of a written ballot or electronic transmission, he shall, at least two (2) days prior to the date of the general meeting, revoke such proxy by serving a separate written notice to the Company or Shareholder Service Agent; otherwise, the votes cast by the proxy at the general meeting shall prevail.
A Member who has served the Company with his voting decision in accordance with Article 56 for the purpose of exercising his voting power by way of a written ballot or by way of electronic transmission may appoint a person as his proxy to attend the meeting in accordance with these Articles, in which case the vote cast by such proxy shall be deemed to have revoked his previous voting decision served on the Company and the Company shall only count the vote(s) cast by such expressly appointed proxy at the meeting.
During the Relevant Period, except for trust enterprises or shareholder service agencies duly licensed under the R.O.C. competent authorities or the chairman of a general meeting who is

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deemed appointed as proxy pursuant to Article 56, where a Person acts as a proxy for two or more Members, the number of voting Shares that the proxy may vote in respect thereof shall not exceed three percent (3%) of the total number of issued and outstanding voting Shares; otherwise, such number of voting Shares in excess of the aforesaid threshold shall not be counted towards the number of votes cast for or against the relevant resolution or the number of voting Shares present at the relevant general meeting but shall be included in the quorum. Upon such exclusion, the number of voting Shares being excluded and attributed to each Member represented by the same proxy shall be determined on a pro-rata basis based on the total number of voting Shares being excluded and the number of voting Shares that such Members have appointed the proxy to vote for.

The use and solicitation of proxies not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Board from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular, the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of R.O.C. Public Companies (as amended, supplemented or otherwise modified from time to time)).

DIRECTORS AND THE BOARD

(1) The Board shall consist of not less than five (5) Directors (including Independent Directors). Subject to the foregoing, the number of Directors to be elected and hold the office shall be stated in the notice of the general meeting in which an election of Directors will be held.
(2) A Director can be a natural person or a Juristic Person. Where a Director is a Juristic Person, it shall designate a natural person as its authorized representative to exercise, on its behalf, the powers of a Director and may replace such representative from time to time so as to fulfil its remaining term of the office. A Director shall not be required to hold any Shares in the Company.
(3) Directors shall be elected by Members at general meetings. Any Juristic Person which is a Member shall be entitled to appoint a natural person or natural persons as its representative to be nominated for election as a Director in accordance with these Articles. Notwithstanding any other provision of these Articles, the principle of cumulative voting shall apply in any election of Directors pursuant to this Article. Each Member entitled to vote in such election shall have a number of votes equal to the product of (i) the number of votes conferred by such Member's Shares and (ii) the number of Directors to be elected at the general meeting. Each Member may divide and distribute such Member's votes, as so calculated, among any one or more candidates for the directorships to be filled, or such Member may cast such Member's votes for a single candidate. At such election, the candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected.
(4) The proceedings and the voting regarding the election of Directors not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by an Ordinary Resolution from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular, the Methods of Election of Directors and Supervisors of R.O.C. Public Companies).
The Company adopt and apply a candidate nomination mechanism for election of all the Directors. Notwithstanding the foregoing, during the Relevant Period, a candidate nomination mechanism shall be adopted for election of Independent Directors. Subject to the Law and the

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Applicable Listing Rules, the Board may establish detailed rules and procedures for such candidate nomination.

Subject to these Articles, each Director shall be appointed to a term of office of three (3) years and is eligible for re-election. In case no election of new Directors is effected prior to the expiration of the term of office of existing Directors, the term of office of such existing Directors shall be extended until the time such Directors are re-elected or new Directors are duly elected and assume their office subject to these Articles. In the event of any vacancy in the Board, the new Director elected in the general meeting shall fill the vacancy for the residual term of office.
(1) Notwithstanding the preceding Article, a Director may be removed from office at any time by a Special Resolution adopted at a general meeting.
(2) Without prejudice to other provisions of these Articles, the Company may put all Directors for re-election before the expiration of the term of office of such Directors. In this event, if it is not specified in a resolution that the existing Directors will not retire until the expiration date of their terms of office or other specified date, they shall be deemed to have retired on the date of such re-election, subject to the successful election of the new Directors at the same meeting.
A chairman of the Board (the “ Chairman ”) shall be elected from among the Directors and appointed in term by a majority of the Directors present at a Board meeting attended by at least two-thirds of all of the Directors then in office. The Chairman shall externally represent the Company and internally preside as the chairman at every Board meeting and at every general meeting convened by the Board. In the event the Chairman is not present at a meeting or cannot or will not exercise his power and authority for any cause, he shall designate one of the Directors to act on his behalf. In the absence of such designation, the Directors present at the meeting shall elect from among themselves an acting chairman.
The remuneration of a Director may differ from other Directors, and shall be determined by the Board, regardless of the Company profits or losses of respective years, based on (i) the extent of a Director's involvement with the operations of the Company, (ii) the contribution of a Director to the Company, (iii) the prevailing industry standard and (iv) such other relevant factors.
When the number of Directors then in office falls below five (5) due to any Director(s) vacating his office for any reason, the Company shall hold an election for such number of Directors at the next general meeting to fill the vacancy for the remainder of the term of such outgoing Director(s). When the number of Directors then in office falls short by one-third of the total number of Directors initially constituting the existing Board, the Company shall convene an extraordinary general meeting within sixty (60) days of the occurrence of that fact for the purposes of electing such number of Directors to fill the casual vacancy.
Subject to these Articles, a Director other than an Independent Director may hold any other office (except that of Auditor) or place of profit under the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Board may determine, and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

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(1) Without prejudice to the duties owed by a Director to the Company under common law of the Cayman Islands and subject to the Law, the Directors shall assume fiduciary duties to the Company and without limitation, the due care of a good administrator, and exercise due care and skill in conducting the business operation of the Company. A Director may be liable to the Company if he acts contrary to his duties. In circumstances where a Director breaches any of such duties and acts for his/her or other Person’s interest, the Company may, with the sanction of an Ordinary Resolution, take all such actions and steps as may be appropriate and to the maximum extent legally permissible to seek to recover any and all earnings derived from such act as if such misconduct is done for the benefit of the Company.
(2) If a Director violates any law in the course of conducting the business of the Company, he shall be jointly and severally liable with the Company for the damages resulting from such violation.
(3) The preceding two Paragraph of this Article shall apply, mutatis mutandis, to the officers of the Company who are authorised to act on its behalf in a senior management capacity.
Subject to these Articles, a Director other than an Independent Director may act by himself or his firm in a professional capacity for the Company (except that of Auditor), and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
To the extent permitted by the Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors, other than liability arising out of that person's negligence and/or dishonestly: an existing or former director (including alternate director), secretary or officer or Auditor of: the Company; a company which is a subsidiary of the Company; and a company in which the Company has or had an interest (whether direct or indirect).
During the Relevant Period, the qualifications, election ,removal, power, authority and other requirements for Directors (including Independent Directors), which are not covered by these Articles, shall be in compliance with the Applicable Listing Rules.

INDEPENDENT DIRECTORS

During the Relevant Period, the number of Independent Directors of the Company shall not be less than three (3) or one-fifth of the total number of Directors at any time, whichever is greater. One (1) of the Independent Directors shall have resident status of the R.O.C. (such resident status being registered with local government authorities). Subject to the foregoing, the number of Independent Directors to be elected and hold the office shall be stated in the notice of the general meeting in which an election of Independent Directors will be held. When an Independent Director ceases to act, resulting in a number of Independent Directors then in office lower than the prescribed minimum number, an election for an Independent Director shall be held at the next general meeting. When all Independent Directors cease to act, the Company shall convene an extraordinary general meeting to hold an election of Independent Directors within sixty (60) days from the date on which the situation arose.
Independent Directors shall possess professional knowledge and shall maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions held by the Independent Directors shall be as prescribed by the Applicable Listing Rules, and the

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assessment of independence of such Independent Directors shall be in compliance with the Applicable Listing Rules. The Board or other Persons calling a general meeting at which an election for Independent Directors is proposed shall ensure that the requirements of this Article have been satisfied and complied with in relation to any candidate for Independent Director.

POWERS AND DUTIES OF THE BOARD

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

COMMITTEES

Subject to the Law and the Applicable Listing Rules, the Board may, or the Company may by an Ordinary Resolution, establish any committee(s) and delegate any of their powers, authorities and discretions to such committee(s) (including but not limited to an audit committee and a remuneration committee) consisting of such member or members of their body or any other Persons as the Board thinks fit. Any committee(s) so formed shall, in the exercise of the powers, authorities and discretions so delegated, and in conducting its proceedings, conform to any regulations that may be imposed on it by the Board pursuant to the Applicable Listing Rules. If no regulations are imposed by the Board, the proceedings of a committee with two (2) or more members shall be, as far as is practicable, governed by these Articles regulating the proceedings of the Board.
81-1. The Company shall establish an Audit Committee. The Audit Committee shall comprise of all the Independent Directors and the number of committee members shall not be less than three. One of the Audit Committee members shall be appointed as the convener and at least one of the Audit Committee members shall have accounting or financial expertise. A resolution of the Audit Committee shall be approved by one-half or more of all Audit Committee Members. The qualification, formation, appointment, discharge, exercise of authority and other compliance of the Audit Committee shall be subject to and governed by the Applicable Listing Rules.
81-2. (1) The following matters shall be subject to the approval of one-half or more of all Audit Committee members and be submitted to the Board for a resolution:

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(a) the adoption or amendment of an internal control system;
(b) the assessment of the effectiveness of the internal control system;
(c) the adoption of or amendment to handling procedures for financial or operational actions of material significance, such as the acquisition or disposal of assets, derivatives trading, monetary loans to others, or endorsements or guarantees for others;
(d) a matter bearing on the personal interest of a Director;
(e) a transaction relating to material asset or derivatives trading;
(f) the granting or provision of a material monetary loan, endorsement, or provision of guarantee;
(g) the offering, issuance, or Private Placement of any equity-type securities;
(h) the engagement or dismissal of the Auditors, or the compensation given thereto;
(i) the appointment or discharge of a financial, accounting, or internal auditing officer;
(j) annual and semi-annual financial reports; and
(k) any other matter so determined by the Company or required by the R.O.C. competent authorities.
(2) With the exception of subparagraph (j), any other matters under the preceding paragraph (1) of this Article that has not been approved by the Audit Committee may be undertaken upon the approval of two-thirds or more of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the meeting of the Board.

81-3. Before the Board of Directors is held to resolve matters of the Merger and acquisition, the Audit Committee shall review the fairness and reasonableness of the plan and transaction of the Merger or acquisition and then report the review results to the Board of Directors and the general meeting. When the Audit Committee reviews the fairness and reasonableness of the plan and transaction of the Merger and acquisition, the Audit Committee shall seek opinions from an independent expert on the reasonableness of the share swap ratio or distribution of cash or other assets. The review results of the Audit Committees and opinions of independent experts shall be delivered to the Shareholders together with the notice of a general meeting for the Merger or acquisition. If the Company has made a public announcement publishing the same content as in the aforementioned documents, which shall be delivered to the Shareholders, on the website designated by TWSE and the aforementioned documents are prepared at the venue of the general meeting, those documents shall be deemed as having been sent to the Shareholders.

DISQUALIFICATION AND VACATION OF OFFICE OF DIRECTORS

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(1) A person who is under any of the following circumstances shall not act as a Director of the Company; if he has already held office of a Director, he shall cease to act as a Director and be removed from the position of Director automatically:
- (a) commits a felony (including but not limiting to an offence under Statute for Prevention of Organizational Crimes of the R.O.C.) and has been convicted thereof, and has not started serving the sentence, has not completed serving the sentence, or five (5) years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
- (b) has been sentenced to imprisonment for a term of more than one year for commitment of fraud, breach of trust or misappropriation, and has not started serving the sentence, has not completed serving the sentence, or two (2) years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
- (c) has been convicted for committing an offence under the Anti-Corruption Act of the R.O.C. during the time of his public service, and has not started serving the sentence, has not completed serving the sentence, or two (2) years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
- (d) becomes bankrupt under the laws of any jurisdiction or has been adjudicated of the commencement of the liquidation procedure by the court and has not been reinstated to his rights and privileges;
- (e) has allowed cheques and other negotiable instruments to be dishonoured and the records thereof have not been cancelled or expunged by the relevant regulatory authorities;
- (f) dies or has no or is limited in legal capacity according to the Law and/or Applicable Listing Rules;
- (g) has been adjudicated the commencement of assistantship and such assistantship has not been revoked yet;
- (h) ceases to be a Director by virtue of, or becomes prohibited from being a Director by reason of, an order made under any provisions of the Law and/or Applicable Listing Rules;
- (i) ceases to be a Director by virtue of Article 83;
- (j) resigns his office by notice in writing to the Company;
- (k) is removed from office pursuant to these Articles; or
- (l) has been ordered to be removed from office by the R.O.C. Courts on the grounds that such Director, in the course of performing his duties, committed serious violations of the Law, Applicable Listing Rules or these Articles, or acts resulting in material damage to the Company, upon a petition by the Company or Member(s) to the R.O.C. Courts.
(2) During the Relevant Period, in case a Director has transferred his Shares, during the term of office as a Director, more than one half of the Shares being held by him at the time he is elected, he shall, ipso facto, cease to act as a Director and be removed from the position of Director automatically; unless otherwise, he is the Independent Director..

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(3) During the Relevant Period, if a Director has transferred more than one half of the total number of Shares be held by such Director at the time of his election after having been elected and before his inauguration of the office of a Director or had transferred more than one half of the total number of Shares be held within the closing period fixed by the Board in accordance with Article 27(2) prior to the general meeting, his election as a Director shall be deemed invalid and void; unless otherwise, he is the Independent Director.
Except as approved by the Emerging Market, the GTSM, the TWSE or the Commission (where applicable), the following relationships shall not exist among half or the majority of the Directors: (1) a spousal relationship; or (2) a familial relationship within the second degree of kinship as defined under the Civil Code of Taiwan. If any of the foregoing relationships exists among half or the majority of the elected Directors, the election with respect to the one who received the lowest number of votes among those related Directors shall be deemed invalid and void; and if he has already held office of a Director, he shall cease to act as a Director and be removed from the position of Director automatically. For the remaining Directors, if the foregoing requirements are still not satisfied, the same procedure set out above shall be applied again to the remaining related Directors, until such time as the foregoing requirements can be complied with.
In case a Director has, in the course of performing his/her/its duties, committed any act resulting in material damage to the Company or in serious violation of the Law, the Applicable Listing Rules or these Articles, but has not been removed from office by a resolution in a general meeting, one or more Members holding three percent (3%) or more of the total number of issued and outstanding Shares of the Company may, within thirty (30) days after that general meeting, submit a petition to a competent court, including the Taiwan Taipei District Court of the R.O.C., but only if and to the extent permitted under the Law and the Applicable Listing Rules, for removing such Director from office.
Subject to the Law, one or more Members holding one percent (1%) or more of the total number of the outstanding Shares continuously for a period of more than six months may request in writing any Independent Director of the Audit Committee to file, on behalf of the Company, an action against a Director who has, in the course of performing his/her duties, committed any act resulting in damage to the Company or in violation of the Law, the Applicable Listing Rules or these Articles, with a competent court, including the Taiwan Taipei District Court of the R.O.C.. In case the Independent Director of the Audit Committee fails to file such action within thirty (30) days after receipt of such request, to the extent permitted under the laws of the Cayman Islands, the Members making such request may file the action for the Company and may choose Taiwan Taipei District Court of the R.O.C. as the court of first instance.

PROCEEDINGS OF THE BOARD

The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate and shall from time to time establish internal rules in this regard, which shall be in compliance with the Law and the Applicable Listing Rules. Board meetings shall be held at least once in each quarter or within such period and frequency as may be prescribed by the Applicable Listing Rules. The quorum necessary for the transaction of the business of the Board shall be a majority of the Directors. Subject to the Law, the Applicable Listing Rules and these Articles, any matter proposed for consideration and approval at a Board meeting shall be decided by a majority of votes entitled so to do.

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A Director may, and the Secretary on the requisition of a Director shall, summon a Board meeting by, during the Relevant Period, at least seven (7) days’ notice in writing, or at any time other than during the Relevant Period, at least forty eight hours’ notice in writing, to every Director which notice shall set forth the general nature of the business to be considered PROVIDED HOWEVER, without prejudice to the prescribed notice, in the event of emergency, as determined by the Board in its sole discretion, a Board meeting may be called at any time if this has been agreed to by a majority of the Directors at such meeting. Notwithstanding the forgoing, at any time other than during the Relevant Period, a notice of Board meeting may be waived by all the Directors at, before or retrospectively after the relevant Board meeting is held PROVIDED FURTHER that notice or waiver thereof may be given by telex or telefax.
A Director may participate in a meeting of Board, or of any committee appointed by the Board of which such Director is a member, by means of visual communication facilities which permit all Persons participating in the meeting to see and communicate with each other simultaneously and instantaneously, and such participation shall be deemed to constitute presence in person at the meeting.
A Director may appoint another Director as his proxy to attend a meeting of the Board in writing with regard to a particular meeting, and state therein the scope of authority with reference to the subjects to be discussed at such meeting, in which event the presence and vote of the proxy shall be deemed to be that of the Director appointer. No Director may act as proxy for two (2) or more other Directors. Subject to these Articles, if a Director attends a Board meeting on his behalf and as the proxy of another Director, he is entitled to vote both as a proxy and for his own.
A Director who is in any way, whether directly or indirectly, interested in a matter discussed, considered or proposed in a meeting of the Board shall declare the nature of his interest and its essential contents at such relevant meeting. In the M&A by a company, a Director who has a personal interest in the transaction of Merger and acquisition shall disclose to the Board of Directors and general meeting the material contents regarding such personal interest and the reason of approval or dissent to the resolution of Merger or acquisition. Where the spouse, a blood relative within the second degree of kinship of a Director, or any holding/subordinate company of a Director is interested in the matters under discussion in the abovementioned meeting of the Board, such Director shall be deemed to bear a personal interest in the matter. Any Director who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a meeting of Board shall abstain from voting, on his own behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Director(s) shall not be counted in determining the number of votes for or against such matter.
Subject to these Articles, the continuing Directors may act notwithstanding any vacancy in their body.
Notwithstanding anything to the contrary provided for in these Articles, at any time other than during the Relevant Period, a resolution in writing signed by all of the Directors then in office or all of the members of a committee of Directors, including a resolution signed in counterpart or by way of signed telefax transmission, shall be as valid and effectual as if it had been passed at a Board meeting or of a committee of Directors duly called and constituted.
The proceedings regarding Board meetings not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Board and reported to the Members at a general meeting from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular, the Regulations Governing Procedure for Board of

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Directors Meetings of R.O.C. Public Companies).

RESERVES AND CAPITALISATION

During the Relevant Period, the Company shall set aside out of the profits of the Company for each financial year: (i) a reserve for payment of tax for the relevant financial year; and (ii) an amount to offset losses incurred in previous year(s); and after the aforesaid sums as set aside from the profits for such relevant financial year, the Board may, before recommending any dividend, set aside the remaining profits of the Company for the relevant financial year as a reserve or reserves (the " Special Reserve ") which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied.
Unless otherwise provided in the Law, the Applicable Listing Rules and these Articles, the Capital Reserve set aside during the Relevant Period shall not be used except for offsetting the losses of the Company. The Company shall not use the Capital Reserve to offset its capital losses unless any Special Reserve set aside for purposes of loss offset is insufficient to offset such losses.
(1) During the Relevant Period, subject to the Law, where the Company incurs no loss, it may, by a Special Resolution, distribute its Special Reserve, the Share Premium Account and/or the income from endowments received by the Company, which are in the Capital Reserve which are available for distribution, in whole or in part, by issuing new, fully paid Shares and/or by cash to its Members.
(2) At any time other than during the Relevant Period, subject to the Law, the Board may capitalise any sum for the time being standing to the credit of the Share Premium Account or any of the other Company’s reserve accounts which are available for distribution or any sum standing to the credit of the profit and loss account or otherwise available for distribution and to appropriate such sums to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.
Where any difficulty arises in regard to any declaration of dividends or bonuses or other distributions under these Articles due to any fraction held by Member(s), the Board may determine that cash payments should be made to any Members in full, or part thereof, as may seem expedient to the Board. Such decision of the Board shall be effective and binding upon the Members..

DIVIDENDS AND BONUSES

At any time other than during the Relevant Period, subject to the Law and these Articles and except as otherwise provided by the rights attaching to any Shares, the Board may from time to time declare dividends to be paid to the Members according to their rights and interests, including such interim dividends as appear to the Board to be justified by the position of the Company.
As the Company is in the growing stage, the dividend of the Company may be distributed in the form of cash dividends and/or stock dividends and shall take into consideration the Company’s capital expenditures, future expansion plans, and financial structure, funds requirement and other plans for sustainable development needs. During the Relevant Period, subject to the Law, the

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Applicable Listing Rules and these Articles and except as otherwise provided by the rights attaching to any Shares:

(1) where the Company has earnings surplus at the end of a financial year, after paying all relevant taxes, offsetting losses (including losses of previous years), setting aside the Special Reserve (if any), the Company may distribute the balance left (“Distributable Earnings Surplus”) by an Ordinary Resolution passed at an annual general meeting of the Company duly convened and held in accordance with these Articles as follows:
- (a) not more than three percent (3%) of Profits before tax for bonuses of the Directors;
- (b) during zero point one percent (0.1%) to three percent (3%) of Profits before tax for bonuses of the Employees; and/or
- (c) not less than five percent (5%) of Distributable Earnings Surplus to the Members as dividends in proportion to the number of Shares held by them respectively pursuant to these Articles, provided that, cash dividends shall not be less than three percent (3%) of the total amount of dividends to Members; and
(2) dividends, bonuses or other forms of distributions payable to the Members shall only be paid in NTD.
99-1.(1) Subject to the Law and the Applicable Listing Rules, the Company may distribute its earnings surplus and offset losses at the end of each half fiscal year. The business report, the financial statements and the proposal relating to profit distribution and/or loss offsetting for the half fiscal year shall be submitted to the Board for a resolution after being audited by the Audit Committee.
(2) When distributing earnings surplus pursuant to the preceding paragraph, the Company shall pay all relevant taxes, offset losses (including losses of previous years), set aside the Special Reserve (if any).
(3) When the Company distributes its earnings surplus or offsets its losses pursuant to the preceding two paragraphs of this Article, such profit distribution or loss offsetting shall be based on financial statements audited or reviewed by the Auditors.
During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles, the Company may by a Special resolution distribute any part or all of the dividends to the Members or bonuses to the Employees declared in accordance with these Articles by way of applying such sum in paying up in full unissued Shares for allocation and distribution to the Employees and/or the Members. The whole or a part of the distributable dividends or bonuses, may, upon the approval of the Board, be distributed in the form of cash.
No dividend, bonus or other distribution shall be paid otherwise than out of profits or out of monies otherwise available for dividend, bonus or other distribution in accordance with the Law. No dividend, bonus or other distribution or other money payable by the Company on or in respect of any Share shall bear interest against the Company.

ACCOUNTS, AUDIT, AND ANNUAL RETURN AND DECLARATION

The Directors shall cause to be kept accounting records and books of account sufficient to give

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

During the Relevant Period, at the end of each financial year, the Board shall prepare: (1) the business report; (2) the financial statements which include all the documents and information as required by the Law and the Applicable Listing Rules (the " Financial Statements "); and (3) any proposal relating to the distribution of net profit and/or loss offsetting in accordance with these Articles, for adoption by the annual general meeting of the Company. Upon adoption at the annual general meeting of the Company, the Board shall distribute to each Member copies of the Financial Statements and the resolutions relating to profit distribution and/or loss offsetting. However, during the Relevant Period, the Company may make a public announcement of the abovementioned statements and resolutions instead of distributing those to each Member.
During the Relevant Period, the documents prepared by the Board in accordance with the preceding Article shall be made available at the Shareholder Service Agent’s office in the R.O.C. for inspection during normal business hours by the Members, ten (10) days prior to the annual general meeting.
Subject to the Law and the Applicable Listing Rules, the Board may determine (or revoke, alter or amend any such determination) that the accounts of the Company be audited and the appointment of the Auditors.
The Board shall keep copies of the Memorandum, these Articles, the minutes of every general meeting, the Financial Statements, the Register and the counterfoil of corporate bonds issued by the Company at its Shareholder Service Agent’s office in the R.O.C.. Any Member may request at any time, by submitting evidentiary document(s) to show his interests involved and indicating the scope of requested matters, access to inspect, transcribe and to make copies of the above documents and the Company shall make its Shareholder Service Agent to provide with the access.
The Board in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

TENDER OFFER

Subject to the Law and the Applicable Listing Rules, during the Relevant Period, within seven (7) days after the receipt of the notice of a public tender offer to purchase the Shares by the Company or the designated representative for litigious and non-litigious matters of the Company in the R.O.C. appointed pursuant to the Applicable Listing Rules, the Board shall resolve to recommend the Members to either accept or object to the tender offer and make a public announcement of the following:
(a) the types, number and amount of the Shares held by the Directors and the Members holding more than ten percent (10%) of the total issued and outstanding Shares in its own name or in the name of other Persons;

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(b) the recommendations to the Members on the tender offer with respect to the status of verification of the identity and financial condition of the Offeror, fairness of the tender offer conditions, and reasonableness of the sources of the tender offer funds and, the specific assenting and dissenting opinions of the directors and the reason(s) therefore;
(c) whether there is any material change in the financial condition of the Company after the delivery of its most recent financial report and an explanation of the change, if any; and
(d) the types, number and amount of the shares of the tender offer or its affiliates held by the Directors and the Members holding more than ten percent (10%) of the total issued and outstanding Shares held in its own name or in the name of other Persons.
108-1. The Board must fully disclose the verification measures adopted and the related procedures with respect to the verification conducted under Article 108(b) and if an expert is engaged to issue a written opinion, it shall be made public along with the disclosure.

WINDING UP

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

NOTICES

Subject to the Law and except as otherwise provided in these Articles, any notice or document may be served by the Company to any Member either personally, or by facsimile, or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to such Member at his address as appearing in the Register, or, to the extent permitted by the

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Law and the Applicable Listing Rules, by posting it on a website designated by the Commission, the Emerging Market, the GTSM or the TWSE (where applicable) and/or the Company’s website, or by electronic means by transmitting it to any electronic mail number or address such Member may have positively confirmed in writing for the purpose of such service of notices. In the case of joint Members, all notices shall be given to that one of the Members whose name stands as their representative in the Register in respect of the joint holding.

Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting including the purpose for which such meeting was convened.
Any notice or other document, if served by:
(a) post, shall be deemed to have been served on the day following that on which the letter containing the same is posted or delivered to the courier;
(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;
(c) courier service, shall be deemed to have been served forty-eight (48) hours after the time when the letter containing the same is delivered to the courier service; or
(d) electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail, subject to the Law.
Any notice or document served to the registered address of any Member in accordance with these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Member as sole or joint Member.

REGISTERED OFFICE OF THE COMPANY

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

FINANCIAL YEAR

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

SEAL

The Seals of the Company shall be determined, used and affixed subject to a resolution of the Directors (including authorisation made by the Board) and/or any regulation governing use and management of seals of the Company that may be imposed by the Board pursuant to the

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Applicable Listing Rules.

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

119.(1) Subject to the provisions of the Applicable Listing Rules, the Company shall, by a resolution of the Directors, appoint or remove a person as its litigation and non-litigation agent and such agent will be deemed as the responsible person of the Company in the R.O.C. under the Applicable Listing Rules.
(2) The preceding agent shall have residence or domicile in the R.O.C.
(3) The Company shall report the name, residence/domicile of the preceding agent and power of attorney to the competent authority in the R.O.C. This reporting requirement shall also apply if there is any change.

CHANGES TO CONSTITUTION

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

CORPORATE SOCIAL RESPONSIBILITY

The Company shall comply with the laws and regulations as well as business ethics and may take actions which will promote public interests in order to fulfill its social responsibilities when conducting business.

– Remainder of Page Intentionally Left Blank –

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Patec Precision Industry Co., Ltd. Rules of Procedure for Shareholders Meetings

Article 1 To establish a strong governance system and sound supervisory capabilities for this Corporation'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 this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3 (Convening shareholders meetings and shareholders meeting notices) Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

The change of the convening method of the shareholders' meeting of the Company shall be decided by the board meeting and shall be made at the latest before the notice of the shareholders' meeting is sent.

The Company shall, 30 days before the general shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, prepare an electronic file containing the notice of the shareholders' meeting, the form of the power of attorney, and reasons and explanations of the proposals of recognition cases, discussion cases and election or dismissal of directors and supervisors, and transmit it to the MOPS. The Company shall also, 21 days before the general shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, prepare an electronic file containing the handbook and supplementary information of the shareholders’ meeting, and transmit it to the MOPS. However, if the paid-in capital of the Company reaches NT$10 billion at the end of the most recent fiscal year, or the total shareholding ratio of foreign capital and mainland capital recorded in the shareholders' register reaches 30% in the most recent fiscal year, the electronic file transmission shall be completed 30 days before the general shareholders' meeting. 15 days before the shareholders' meeting, the Company shall make available the handbook and supplementary information of the meeting for the shareholders to read at any time; the Company shall also have them displayed at the Company and the professional stock affairs agency appointed by the Company. The proceedings manual and supplementary information of the meeting referred to in the preceding paragraph shall be provided for the shareholders’ reference in the following ways:

I.When convening a physical shareholders' meeting, they shall be distributed at the venue of the shareholders' meeting.

II.When holding a video assisted shareholders' meeting, they shall be distributed at the venue of the shareholders' meeting and transmitted to the video conference platform in electronic files.

III.When holding a video shareholders' meeting, they shall be transmitted to the video conference platform in electronic files.

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 or supervisors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any

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matter under Article 185, paragraph 1 of the Company Act or Articles 26-1 and 43-6 of the Securities and Exchange Act shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

A shareholder holding 1 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. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included 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 that it will receive shareholder proposals, 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. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, this Corporation 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. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

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

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 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.

After the power of attorney is delivered to the Company, if a shareholder wishes to attend the shareholders' meeting by video, he/she shall give a written notice to the Company to cancel the power of attorney two days before the shareholders' meeting. In case of cancellation after the deadline, the voting rights of the agent present shall prevail.

Article 5 (Principles determining the time and place of a shareholders meeting) The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later

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than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

When the Company holds a video shareholders' meeting, it is not subject to the restrictions above on the place of holding the shareholders' meeting.

Article 6 (Preparation of documents such as the attendance book)

The Company shall specify in the meeting notice the time and place for shareholders’. solicitors’ and entrusted agents’ (hereinafter referred to as shareholders) registration and other matters needing attention.

The time for the shareholder's registration referred to in the preceding paragraph shall be at least 30 minutes before the meeting; the registration office shall be clearly marked, and sufficient qualified personnel shall be sent to handle the registration. For a video conference of the shareholders' meeting, the acceptance of registration shall start 30 minutes before the meeting at the video conference platform of the shareholders' meeting. The shareholders who complete the registration shall be deemed to be present at the shareholders' meeting in person. The shareholder shall attend the shareholders' meeting based on the attendance card, sign-in card or other attendance certificates. The Company shall not arbitrarily add other supporting documents to these supporting documents based on which shareholders attend the meeting.The solicitor of the power of attorney for attending the meeting shall carry an identity certificate for verification.

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

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

If the shareholders' meeting is held in the form of video conference, shareholders who wish to attend by video shall register with the Company two days before the shareholders' meeting.

If the shareholders' meeting is held in the form of video conference, the Company shall upload the proceedings manual, annual report and other relevant materials to the video conference platform of the shareholders' meeting at least 30 minutes before the meeting, and continue to disclose them until the end of the meeting.

Article 6-1 (Matters to be contained in the notice of convening if the shareholders' meeting is to be held by video conference)

When the Company holds the shareholders' meeting in the form of video conference, the following matters shall be specified in the notice of convening the shareholders' meeting:

IV. Methods for shareholders to participate in video conferences and exercise their rights.
V. The handling methods in case of obstacles to the video conference platform or participation by video due to natural disasters, incidents or other force majeure shall at least include the following matters:

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(I) The time when the meeting needs to be postponed or resumed due to the continuous failure to remove the obstacles before the occurrence, and the date when the meeting needs to be continued or resumed.
(II) Shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the continued or resumed meeting.
(III) If the video assisted shareholders' meeting cannot be resumed, the shareholders' meeting shall be continued if, after deducting the number of shares attending the shareholders' meeting by video, the total number of shares attending the shareholders' meeting reaches the quorum of the shareholders' meeting. The number of shares attending the shareholders' meeting by video shall be included in the total number of shares of the shareholders attending the meeting, but shall be deemed to abstain on the voting on all proposals at the shareholders' meeting.
(IV) The handling method in the event that the results of all proposal have been announced, but no extempore motion has been processed.
VI. When convening a shareholders' meeting in the form of video conference, the convening notice shall specify appropriate alternative measures for shareholders who have difficulties in participating in the shareholders' meeting by video.

Article 7 (The chair and non-voting participants of a shareholders meeting)

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the board of directors be attended by a majority of the directors. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8 (Audio or video recording of the shareholders’ meeting process for record) This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

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The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

If the shareholders' meeting is held by video conference, the Company shall keep records of the enrollment, registration, check-in, questioning, voting and vote counting results of the shareholders, and continuously audio and video record the whole process of the video meeting.

The information and audio and video recordings referred to in the preceding paragraph shall be properly kept by the Company during its existence, and the audio and video recordings shall be provided to those entrusted to handle video conference affairs for preservation.

Article 9

Attendance at shareholders’ meetings shall be calculated based on the number of shares. The number of shares present shall be calculated according to the number of shares registered in the signature book or the sign-in cards submitted and on the video conference platform, plus the number of shares exercising voting rights in writing or electronically.

The chair shall call the meeting to order at the appointed meeting time and announce the relevant information such as the number of non-voting rights and the number of shares present. 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.

When the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour. If the attending shareholders still do not represent one third of the total number of issued shares after two postponements, the chairman shall declare the meeting aborted. If the shareholders' meeting is held in the form of video conference, the Company shall also announce the meeting being aborted on the video conference platform of the shareholders' meeting.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to paragraph 1, Article 175 of the Company Act, and all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month. If the shareholders' meeting is to be held in the form of video conference, shareholders who wish to attend by video shall re-register with the Company in accordance with Article 6.

When, prior to conclusion of the meeting, 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 (Discussion of proposals)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. 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

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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 and call for a vote.

Article 11 (Shareholder speech)

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

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

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

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

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

If the shareholders' meeting is held in the form of video conference, the shareholders participating by video may ask questions in writing on the video conference platform of the shareholders' meeting after the chairman calls the meeting to order and before the adjournment of the meeting. The number of questions for each proposal shall not be more than two, and each question shall be limited to 200 words. The provisions of paragraphs 1 to 5 shall not apply.

If the question referred to in the preceding paragraph does not violate the provisions or does not exceed the scope of the proposal, it is advisable to disclose the question on the video conference platform of the shareholders' meeting for public knowledge.

Article 12 (Calculation of voting shares and recusal system) Voting at a shareholders meeting shall be calculated based the number of shares.

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With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

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

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

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13

A shareholder shall be entitled to one 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 this Corporation holds a shareholder meeting, it shall adopt exercise of 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; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

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 Corporation before 2 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.

After the shareholder exercises the voting right in writing or by electronic means, if he wants to attend the shareholders' meeting in person or by video, he shall make a revocation of the intention previously delivered in the same manner as the revocation of the voting intention in the previous paragraph two days before the shareholders' meeting; if the revocation is made after the deadline, the voting right exercised in writing or by electronic means shall prevail. If the voting right is exercised in writing or by electronic means, and an agent is entrusted via a power of attorney to present at the shareholders' meeting, the voting right of the entrusted agent shall prevail.

Except as otherwise provided in the Company Act and in this Corporation'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, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the

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numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

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

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

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

If the Company holds the shareholders' meeting in the form of video conference, after the chairman calls the meeting to order, the shareholders participating by video shall vote on various proposals and election proposals through the video conference platform, and shall complete the voting before the chairman announces the end of the voting. If the voting is delayed, they shall be deemed to have abstained.

If the shareholders' meeting is convened in the form of video conference, the votes shall be counted in one go after the chairman announces the end of voting, and the voting and election results shall be announced.

When the Company holds a video-assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting by video in accordance with Article 6 and want to attend the physical shareholders' meeting in person shall cancel their registration in the same process as that for their registration two days before the shareholders' meeting; if the cancellation is overdue, they may only attend the shareholders' meeting by video.

For those who exercised their voting rights in writing or electronically, but did not revoke their expression of intention and participated in the shareholders' meeting by video, then except for temporary motions, they shall not exercise their voting rights on the original motions, propose amendments to the original motions, or exercise their voting rights on the amendments to the original motions.

Article 14 (Election of directors and supervisors)

The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.

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 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the

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conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

This Corporation 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 results, and shall be retained for the duration of the existence of this Corporation.

If the shareholders' meeting is held in the form of video conference, in addition to the items required to be recorded in accordance with the preceding paragraph, the minutes shall record the start and end time of the shareholders' meeting, the method of holding the meeting, the name of the chairman and the recorder, and the handling methods and results in case of obstacles to the video conference platform or participation by video due to force majeure.

If convening a shareholders' meeting in the form of video conference, the Company shall, in addition to the provisions of the preceding paragraph, specify in the minutes the alternative measures provided to shareholders who have difficulties in participating in the shareholders' meeting by video.

Article 16 (External announcements)

The Company shall clearly disclose in the meeting venue and in the prescribed format the number of shares acquired by solicitors, the number of shares represented by entrusted agents and the number of shares of shareholders attending in writing or electronically on the day of the meeting. If the shareholders' meeting is held by video conference, the Company shall upload the information above to the video conference platform for the shareholders' meeting at least 30 minutes before the meeting, and continue to disclose it until the end of the meeting.

When the shareholders' meeting is held in the form of video conference, the Company shall disclose on the video conference platform the number of shareholders' rights present when the meeting is called to order. The same applies if there are other statistics on the number of rights present at the meeting.

If the resolution of the shareholders' meeting contains any material information stipulated by law and provided by the Taiwan Stock Exchange Co., Ltd. (or the Taipei Exchange), the Company shall transmit the contents to the MOPS before the specified deadline.

Article 17 (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the 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 this Corporation, 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.

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Appendix III

Article 18 (Recess and resumption of a shareholders meeting) When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily 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 5 days in accordance with Article 182 of the Company Act.

Article 19 (Information disclosure at the video conference)

If the shareholders' meeting is held in the form of video conference, the Company shall immediately disclose the voting results of various proposals and election results on the video conference platform of the shareholders' meeting after the voting is completed, and shall continue to disclose them for at least 15 minutes after the chairman announces the adjournment of the meeting.

Article 20 (Location of the chairman and recorder of a video shareholders' meeting) If the Company holds the shareholders' meeting in the form of video conference, the chairman and the recorder shall be in the same place in Taiwan, and the chairman shall announce the address of the place at the meeting.

Article 21 (Dealing with information disruption)

If the shareholders' meeting is held by video conference, the Company may provide shareholders with a simple connection test before the meeting, and provide relevant services immediately before and during the meeting to assist in dealing with technical problems of communication.

If the shareholders' meeting is held in the form of video conference, the chairman shall, when calling the meeting to order, announce that there is no need to postpone or continue the meeting per paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public

Companies. Before the chairman announces the adjournment of the meeting, if there is any obstacle to the video conference platform or participation by video for more than 30 minutes due to any natural disaster, accident or other force majeure, the provisions of Article 182 of the Company Act shall not apply if the meeting should be postponed or resumed within five days.

In the event of a continued or resumed meeting referred to in the preceding paragraph, shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the continued or resumed meeting.

If the meeting should be postponed or resumed in accordance with paragraph 2, for the shareholders who have registered to participate in the original shareholders' meeting by video and have completed their registration but have not participated in the continued or resumed meeting, their number of shares present, voting rights and election rights exercised at the original shareholders' meeting shall be included in the total number of shares, voting rights and election rights of shareholders attending the continued or resumed meeting.

When handling the postponed or resumed shareholders' meeting in accordance with paragraph 2, there is no need to re-discuss and adopt resolutions on the

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Appendix III

proposals for which the voting and vote counting have been completed and the voting results or the list of directors and supervisors elected has been announced. When the Company holds a video-assisted shareholders' meeting and it is impossible to resume the video meeting in paragraph 2, if the total number of shares present at the shareholders' meeting by video is still meets the quorum of the shareholders' meeting after deducting the number of shares present at the shareholders' meeting by video, the shareholders' meeting shall continue without postponing or resuming the meeting in accordance with paragraph 2.

In the event that the meeting should be continued in accordance with the preceding paragraph, the number of shares represented by shareholders participating in the shareholders' meeting by video shall be included in the total number of shares represented by shareholders, but such shares shall be deemed to have abstained from all proposals at the shareholders' meeting.

When the Company postpones or resumes the meeting in accordance with paragraph 2, relevant pre-processing operations shall be handled in accordance with the provisions of paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and in accordance with the date of the original shareholders' meeting and the various provisions of the same Article.

During the periods specified in the latter paragraph of Article 12 and paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and paragraph 2 of Article 44-5, paragraph 15 of Article 44, and paragraph 1 of article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the date of the shareholders' meeting in accordance with paragraph 2 above.

Article 22 (Handling of digital gap)

When convening a shareholders' meeting by video conference, appropriate alternative measures shall be provided for shareholders who have difficulties in participating in the shareholders' meeting by video.

Article 23 These Rules shall come into force after being adopted by the shareholders' meeting, and the same shall apply to their amendments.

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Appendix IV

Patec Precision Industry Co., Ltd. Endorsements Management

Article 1 In order to establish regulation for the company external endorsement transaction, integrate financial management and reduce operational risk, this approach was developed.

Article 2 The company endorsement objects are as follow:

The company that has business deals with our company.
Our company has directly and indirectly voting right and has share holds more than 50% of the company.
The Company has directly and indirectly voting right and has share holds more than 50% of our company.
Due to joined investment relationship that was funded by common shareholders, according to their respective shareholding ratio to investment companies’ endorsement should not be unrestricted from the preceding paragraph, could be endorsement. The funding means the company directly funded or funded by having the company's voting right and one hundred percent of shares held investors.

The company has directly and indirectly voting right and has share holds more than 90% of the company, could be endorsement.

Article 3 The endorsement scopes are as follow:
Financing endorsement: ticket discount financing, for the purpose of endorsement or guarantee for other corporation financing, and for the purpose of Company financing to draw up bill to guarantee non-financial business.
Custom endorsement: for the Company or other company custom endorsement or guarantee.
Other endorsement: for those cannot be classified to prior two endorsement or guarantee items.
The Company provides movable property or real estate to serve as a guarantor for other company quality, mortgage setting.

Article 4 Endorsement/ limits:

The total amount of the Company’s endorsements/guarantees shall not exceed 40% of the Company’s net worth of the current period, and the amount of the endorsements/guarantees provided by the Company for any single entity shall not exceed 20% of the Company’s net worth of the current period. But, if the single entity is a company in regard to which the Company directly or indirectly holds 100% of the voting shares, the amount of endorsement be not limited by the above proportions, however, the maximum amount still shall not exceed 100% of the company’s net worth in the latest financial statement.
The endorsement and guarantee guarantors due to business relationship shall not exceed last year total transactions with the Company's (purchases or sales between the parties, the higher amount).
The Company has directly and indirectly voting power and held more than 90% of the Company shares, the endorsement and guarantee of whom shall not exceed 10% of the Company's net worth.
The total amount of the endorsement and guarantee of the Company and its subsidiaries shall not exceed 100% of the Company's current net worth, of which the endorsement and guarantee amount of a single enterprise shall not exceed 100% of the Company's current net worth.

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Appendix IV

Net worth should be based on the most recent audited or reviewed financial statements.

Article 5 The Company endorsement should be based on Finance Department review and evaluation and comments, including:

To state endorsement object, amount, reason, release conditions and dates.
To analyze and evaluate the necessity and reasonableness of endorsement.
To analyze and evaluate the credit and operating conditions of endorsement object.
To analyze and evaluate the impact on the Company's operations risks, financial condition and shareholders' equity.
To obtain the collateral and the collateral appraised value.

The company handling personnel should synthesize item 1 related information and assessment results, and submit to the Board of Directors for the approval, operating department should record each endorsement event in the computer monthly, and declare endorsement data to Financial Supervisory Commission, Executive Yuan monthly before deadline.

Article 6 The Company and the Company directly and indirectly hold more than 90% of the voting shares of the subsidiaries before the endorsement is guaranteed, and should be submitted to the board of directors for approval. If the independent directors have been set up, the endorsement for others is guaranteed. The opinions of the independent directors should be fully considered. If the independent directors have any objections or reservations, they should be stated in the minutes of the board of directors.

The major endorsement guarantee shall be approved by the Audit Committee in accordance with relevant regulations and the resolution of the board of directors shall be submitted.

The company or its subsidiaries endorsement guarantees that the subsidiaries whose net worth is less than one-half of the paid-in capital shall clarify their subsequent relevant control measures. For the above-mentioned subsidiaries that are the object of endorsement, if the shares are not denominated or the denomination is not NT$10, the total amount of the capital plus the “additional paid-in capital in excess of parcommon stock” shall be regarded as the amount of the actual capital.

Article 7 Custody and procedures of chops:

The company chops should have assigned custodian, and followed company operating procedures for chop sealing or issuance of notes. The seal custodian for endorsement should be reported to the board of directors for approval, changes likewise. The endorsement chop means the company chops that only use for registration to competent authority.
If the company have endorsement for foreign companies, the issued guarantee letter should be signed by Board authorized person.

Article 8 Announcement and reporting procedures standards, deadline and contents ：

Announcement and reporting procedures standards ：
(1) The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50% or more of the Company's net value as stated in its latest financial statement.
(2) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20% or more of the Company's net value as stated in its latest financial statement.

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Appendix IV

(3) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, carrying value of equity method investment in, and balance of loans to, such enterprise reaches 30% or more of 。
the Company's net value as stated in its latest financial statement.
(4) The amount of new endorsements/guarantees made by the Company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more of the public company's net value as stated in its latest financial statement.
(5) After the company has filed an announcement in accordance with the (1) to (4) subparagraphs of the previous paragraph, each of its balances increased by more than 5% of the company's latest financial statements, and should be reported again.
Announcement and reporting period:
(1) The outstanding guarantee amount at the end of month shall announce and report before 10th of each month.
(2) The outstanding guarantee amount by the Company reach the subparagraph (1) to (5) of the paragraph 1 of Article 8 of this Operating Procedure shall announce and report within 2 days from the date of occurrence.

The term "announce and report" means the process of entering data to the information reporting website designated by the Financial Supervisory Commission (FSC).

Announcement content:
(1) The total outstanding guarantee endorsed amount reach the subparagraph (1) of the paragraph 1 of Article 8 of this Operating Procedure, the following matters shall be announced:
- a. Name of company, relationship with the Company, the ceilings on the guarantee endorsed amount, guarantee endorsed amount and reason from the date of occurrence, original guarantee endorsed amount, and amount and reason for this new guarantee endorsed when the outstanding guarantee amount reach NTD 100 million or reach 5% or more of the Company's net value as stated in its latest financial statements.
- b. The ratio of the guarantee amount of the Company’s net value as stated in its latest financial statements from the date of occurrence.
(2) When the amount of guarantee endorsed by a single party meets the subparagraph of (3), (4) and (5) of Article 8, paragraph 1, of this Operating Procedure, the following matters shall be announced:
- a. Name of company, relationship with the Company, the ceilings on the guarantee endorsed amount, guarantee endorsed amount and reason from the date of occurrence, original guarantee endorsed amount, and amount and reason for this new guarantee endorsed.
- b. The content and value of the collateral provided by the endorsed guarantee company.
- c. The endorsed guarantees the capital and accumulated profit and loss amount of the company's latest financial statements.
- d. Conditions or dates for rescission of endorsement guarantee liability. e. Up to the date of occurrence, the ratio of the amount of endorsement guarantee to the net value of the company's latest financial statements. f. Up to the date of occurrence, the amount of endorsement guarantee accounts for the ratio of the total business transactions between the company and the endorsed guarantee company in the last year.

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Appendix IV

g. Up to the date of occurrence, the ratio of the total amount of long-term investment, endorsement guarantee and loan to the net value of the company's latest financial statements.

Article 9 Other considerations
In accordance with the provisions of Enterprise Accounting Standards No. 9, the Company shall assess or recognize the contingent loss of the endorsement guarantee and properly disclose the information of the endorsement guarantee in the financial report, and provide relevant information to the certified public accountant to carry out the necessary checking procedures.
If the object of the endorsement guarantee of the company is not in conformity with the provisions of Article 2, or if the amount of the endorsement guarantee exceeds the prescribed amount due to the change of the basis on which the limit is calculated, the internal audit department shall remind the operating unit that the amount or excess part of the endorsement guarantee for the object shall be eliminated at the expiration of the contract period or within a certain period, and the improvement plan is submitted to Audit Committee and report to Board of Directors.
If it is necessary for the company to carry out endorsement guarantees to exceed the quota stipulated in these Measures due to its business needs, it shall, with the consent of the Audit Committee and with the consent of more than half of the directors, provide joint insurance for losses that may occur if the company exceeds the limit, and amend these Measures and report them to the shareholders' meeting for approval; if the shareholders' meeting disagrees, it shall make a plan to eliminate the excess part within a certain period of time.
If the company has set up independent directors, it should fully consider the opinions of the independent directors. If the independent directors have objections or reservations, they should be stated in the proceedings of the board of directors.
The internal auditing department of the Company shall at least audit the endorsement guarantee measures and their implementation quarterly, and make written records. If major irregularities are found, the Audit Committee shall be notified in writing.

Article 10 The endorsement control procedures for subsidiary:

If the subsidiary of the Company want to endorse for others, it should be in accordance with " Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies " the relevant provisions "endorsement operating procedures"; but the net worth is based on subsidiary net value.
Subsidiary should be prepared previous month endorsement list before the 9th of each month, and submit to the Company.
The Company internal auditing department should be in accordance with the annual auditing plan to audit subsidiaries, and know subsidiaries endorsement operating procedures. If there is any default, it should be track continually and submitted the tracking report to the Board of Directors.
If the Company subsidiary is not domestic public company, the subsidiary has operating procedures Article 8 announcement and declaration matters that should be implemented by the Company. Previous announcement and declaration procedures, the calculation of subsidiary endorsement balance and net value is the subsidiary endorsement to the Company's net value.
The Company's internal auditing department should audit subsidiaries endorsement operating procedures and implementation and make a written record. If there is a major irregularity, it should submit a written note to the supervisors.

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Appendix IV

Article 11 Penalties:

While the company's managers and executive officer violated the operating procedures, it should be in accordance with the Company personnel management practices for assessment, the punishment would be based on their severity. Article 12 This management shall be approved by the Audit Committee and approved by the Board of Directors and shall be reported to the shareholders' meeting. If the company has set up independent directors, it should fully consider the opinions of the independent directors. If the independent directors have objections or reservations, they should be stated in the proceedings of the board of directors.

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Appendix V

Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at this shareholders' meeting: N/A.

Appendix VI

Shareholdings of All Directors

Patec Precision Industry Co., Ltd.

The minimum shareholding requirements for all directors and supervisors

1.Total shares issued as of 04/17/2023: 45,759,703 Common Shares.

Under the relevant regulations of the ROC, Patec’s Directors are required to hold in the aggregate not less than 3,660,776 shares. (Note)

As Patec has established the audit committee, the minimum shareholding requirements for supervisors do not apply.

2.As of 04/17/2023 Patec's Directors shareholding:

==> picture [483 x 270] intentionally omitted <==

----- Start of picture text -----

Title Name Current Shareholding Shareholding Ratio (%)
Chairman Wee Liang Kiang 223,385 0.49%
Director Wee Hong Jie 7,101,591 15.52%
Director Jack Liu - -
Director Sean Hsu 270,882 0.56%
Independent Director Yen Chun Te - -
- -
Independent Director Terry Chin
Independent Director Kate Chen - -
Total shareholding of all Directors 7,595,858 16.60%
Total shareholding of all Supervisors N/A
----- End of picture text -----

Note: In accordance with Article 26 of the Securities and Exchange Act and Article 2, paragraph 1, subparagraph 2 and paragraph 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the total amount of registered shares held by all directors shall be no less than 10% of the Company’s total issued shares. The number of independent directors is three. The percentage of shareholding of all directors other than independent directors is 80% of the abovementioned level.

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AI assistant

Patec Precision Industry Co., Ltd. — AGM Information 2023

51988_rns_2023-07-03_333b521c-b3e6-4a2b-803a-dc4cec6ba254.pdf

Patec Precision Industry Co., Ltd.

2023Annual General Meeting

June 15, 2023

Table of Contents

Table of Contents

Patec Precision Industry Co., Ltd. 2023 Annual General Meeting Procedure

I. Call Meeting to Order

II. Meeting Agenda

Patec Precision Industry Co., Ltd. 2023 Annual General Meeting Agenda

2.Chairman Remarks

3.Matters to Report

4.Proposed Resolutions

5.Discussion Matters

6.Election Matters:

7.Other Matters:

8.Questions and Motions

9.Adjournment

Matters to Report

Proposed Resolutions

1. To accept 2022 Business Report and Consolidated Financial Statements. (Proposed by the board of directors) Description ：

Resolution ：

2. Adoption of the Proposal for Distribution of 2022 Profits. (Proposed by the board of directors) Description ：

Resolution ：

Discussion Matters

Resolution ：

Resolution ：

3. Amendment to the “ Endorsements Management ” . Please proceed to discuss. (Proposed by the board of directors) Description ：

4. Proposal to issue new shares with restricted employee rights; please discuss. (Proposed by the board of directors of directors) Description:

Resolution ：

Election Matters

1. Proposal for the Company’s by-electing of 2 Directors (including 1 independent director). (Proposed by the Board)

Description ：

Other Matters

1. Proposal ： Discussion of release the prohibition on Directors from participation in competitive business.

(Proposed by the Board) Description ：

Questions and Motions

Adjournment

2022 business report

Dear Shareholders:

2022 operating results

2022 business report

2023 business plan

Patec Precision Industry Co., Ltd.

2022 Audit Committee’s Review Report

PATEC PRECISION INDUSTRY CO., LTD. Comparison Table for Rules of Procedure for Board of Directors Meetings BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. Comparison Table for Rules of Procedure for Board of Directors Meetings BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. Comparison Table for Rules of Procedure for Board of Directors Meetings BEFORE AND AFTER REVISION

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Recognition of overseas warehouse operating revenue

Description

How our audit addressed the matter

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

Auditors’ responsibilities for the audit of the consolidated financial statements

PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021

PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021

Patec Precision Industry Co., Ltd.

2022 Earnings Distribution Table

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

PATEC PRECISION INDUSTRY CO., LTD. COMPARISON TABLE FOR MEMORANDUM AND ARTICLES OF ASSOCIATION BEFORE AND AFTER REVISION

Patec Precision Industry Co., Ltd. AGM Information 2023

1. To accept 2022 Business Report and Consolidated Financial Statements. (Proposed by the board of directors) Description `：`

Resolution `：`

2. Adoption of the Proposal for Distribution of 2022 Profits. (Proposed by the board of directors) Description `：`

Resolution `：`

Resolution `：`

Resolution `：`

3. Amendment to the “ Endorsements Management ” . Please proceed to discuss. (Proposed by the board of directors) Description `：`

Resolution `：`

Description `：`

1. Proposal `：` Discussion of release the prohibition on Directors from participation in competitive business.

(Proposed by the Board) Description `：`

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021`

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021`

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021`

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021`

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021`

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021`

`PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021`