Stock Code ： 2939

Yong Yi International Group Co., Ltd.

Handbook for the 2024 1^st Extraordinary Shareholders’ Meeting (Translation)

Meeting Type: Traditional Shareholders’ Meeting. Date: 9:00 a.m. Tuesday, September 24, 2024.

Location: 3F.-B, No. 2-1, Sec. 1, Jinan Rd., Zhongzheng Dist., Taipei City 100026, Taiwan (National Taiwan University Alumni Association)

Notice to readers

This English-version Agenda is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

	Page
Meeting Procedure……..………………………………………………………	… 1
Meeting Agenda…………...……………………………………………………	… 2
1、Election Matters…….….………………………………..……………..…	…. 3
2、Matters for Discussion…….….…………………….…..……………..…	…. 3
3、ExtemporaryMotions……………..……….……..……………………	… 3
4、Meeting Adjourned…………………………..………..……………………	… 3
Attachment
1、Roster of Director (Independent Director) Candidates……..…………..…..	…. 4
2、Releasing The Restrictions On Directors' Non-Competition………………	…. 8
Appendix
1、TheSeventh Amended and Restated Memorandum of Association and Articles of Association………...……………………………………………	.. 9
2、Methods for Election of Director………………………………...................	..... 61
3、Rules of Procedure for Shareholders Meetings………………….…………	…. 63
4、Shareholdings of Directors……………………………………………….…	… 78

Yong Yi International Group Co., Ltd. Procedure of 2024 1^st Extraordinary Shareholders’ Meeting

、 I Meeting Open Declaration

、 II Chairperson’s Address

、 III Matters for Election

、 IV Matters for Discussion

、 V Extemporary Motions

、 VI Meeting Adjourned

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Yong Yi International Group Co., Ltd. Agenda of 2024 1^st Extraordinary Shareholders’ Meeting

TIME ： 9:00 a.m. Tuesday, September 24th, 2024.

VENUE ： 3F.-B, No.2-1, Sec. 1, Jinan Rd., Zhongzheng Dist., Taipei City 100, Taiwan(National Taiwan University Alumni Association.)

Meeting Open Declaration

Chairperson’s Address

Matters for Election ：

The Sixth Election of Directors (including Independent Directors).

Matters for Discussion ：

To release the directors(including independent directors) from the noncompetition restrictions.

Extemporary Motions

Meeting Adjourned

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Matters for Election

Proposal 1:

(Proposed by the Board)

The Sixth Election of Directors (including Independent Directors)

Explanation:

Due to actual business needs, the company plans to re-elect directors (including independent directors) in advance. The Board of Directors resolved that nine Directors (including three Independent Directors) will be elected at this meeting. The newly elected Directors shall assume office immediately upon election for a term of three years commencing from September 24, 2024 and ending on September 23, 2027. The incumbent Directors shall retire from office on the same day of the assumption of office for newly elected Directors.
The Company’s Directors shall be elected by the candidate nomination system. The director candidate list of the election resolved and approved by the board of directors’ meeting on August 23, 2024. Please refer to attachment 1 (page 4-7) for the list of Director Candidate names, qualifications, experience and other relevant information.
This election is based on the company's Methods for Election of Director . The motion is open for election.

Resolution:

Matters for Discussion

Proposal 1 ： (Proposed by the Board) To release the directors(including independent directors) from the noncompetition restrictions.

Explanation:

In accordance with Articles 47.4 of the Company's Articles of Association, “Notwithstanding anything to the contrary contained in this Article 47, a Director who is engaged in anything on his own account or on behalf of another person, and within the scope of the Company's business, shall explain to the Members in a general meeting the essential contents of such conduct and seek their approval by Supermajority Resolution”.
It is proposed that the newly elected director will be released from noncompetition restrictions. Please refer to attachment 2 [pages8]. The motion is open for ratification.

Resolution:

Meeting Adjourned

Extemporary Motions

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Attachment 1

Yong Yi International Group Co., Ltd. Roster of Director (Independent Director) Candidates

Type	Name	Education	Major Experience	Current Job	Name of the legal person represented	Shareholding (Unit: share)	Served As An Independent Director Of The Public Company For Three Consecutive Terms
Director	Huang, Kuo-Cheng	• Bachelor of Commerce Honors, University of Ottawa Concentrating in Accounting	• Specialist, Taxation and Audit Department of PwC Firm	• Finance and Accounting Commissioner of Taiwan Shin Kong Security • Director of Yong Yi International Group Co., Ltd • Chairman of Kuo Cheng WanWan Investment	Kuo Cheng WanWan Investment	300,000	N/A
Director	Chang, Cheng-Chung	• Master’s Degree in Law from Northwestern University and National Taiwan University	• Lawyer, Lee and Li, Attorneys-at-Law • Lawyer ,Lee, Tsai & Partners Attorneys-at-Law. • General Manager of 1 Production Film Co	• Deputy Secretary-General of the Basketball Association of the Republic of China	Kuo Cheng WanWan Investment	300,000	N/A

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Yong Yi International Group Co., Ltd. Roster of Director (Independent Director) Candidates

Type	Name	Education	Major Experience	Current Job	Name of the legal person represented	Shareholding (Unit: share)	Served As An Independent Director Of The Public Company For Three Consecutive Terms
Director	Chi, Chiao-Erh	• Department of Economics, Fu Jen Catholic University	• General Manager of Yong YI International Group Co., Ltd. and its subsidiaries	• General Manager of Yong YI International Group Co., Ltd. and its subsidiaries. • Chairman of a subsidiary of Yongyi International Group Co., Ltd.	Buffett Investment Co., Ltd.	35,000	N/A
Director	Peng, Cheng-Chi	• Department of Labor Relations, Chinese Culture University	• Vice President of Investments, Buffett Investment Co., Ltd.	• Director of Buffett Investment Co., Ltd.	Buffett Investment Co., Ltd.	35,000	N/A
Director	Ho, Meng-Hung	• Master of Business Management, Griffith University	• General Manager, of FONAC Taiwan Branch、 • Global Brand Director of DYNACARD CO., LTD.	• Chairman and General Manager of ETERNIUMBROS CO., LTD.	Xiangda Investment Co., Ltd.	138,000	N/A

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Yong Yi International Group Co., Ltd. Roster of Director (Independent Director) Candidates

Type	Name	Education	Major Experience	Current Job		Name of the legal person represented	Shareholding (Unit: share)	Independent Director Of The Public Company For Three Consecutive Terms
Director	Yang, Tse-Ming	• Shanghai Medical College of Fudan University	• Chairman of YUAN SHAN GRAND INTERNATIONAL CO., LTD • Cathay Health Express Pty Ltd Founder	• Chairman SHAN INTERN CO., LTD • Cathay Heal Pty Ltd F	of YUAN GRAND ATIONAL th Express ounder	Xiangda Investment Co., Ltd.	138,000	N/A
Independent Director	Ting, Pang-Chen	• Department of Accounting, Chung Yuan Christian University	• Associate Manager of the Audit Department of PwC Firm • Deputy General Manager of Chuan Cheng Investment Advisory Co., Ltd.	• Corporate Represen CFO o Global Inc.	Director tative and f Lifestyle Enterprise	N/A	-	NONE
Independent Director	Cheng, Yu-Wei	• Bachelor of Laws, National Taiwan University • University of Pennsylvania	• Professor, Institute of Industrial Economics, National Central University	• Professor, I Industrial National Universit • Independent	nstitute of Economics, Central y	N/A	-	NONE

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Type	Name	Y Rostero Education	ong Yi International f Director(Independen Major Experience	Group Co., Ltd. tDirector) Candidates Current Job	Name of the legal person represented	Shareholding (Unit: share)	Served As An Independent Director Of The Public Company For Three Consecutive Terms
		LL.M. • J.D., University of Pennsylvania		Director ,KWONG FONG INDUSTRIES CORPORATION
Independent Director	Chien, Pung-Tsun	• Master of Graduate Institute of National Development and Mainland China Studies, Chinese Culture University	• Probation Officer, Kaohsiung District Prosecutors Office	• Attorney, Goldenbell Law Firm	N/A	-	NONE

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Attachment 2

Yong Yi International Group Co.,Ltd.

Releasing The Restrictions On Directors' Non-Competition

Type	Name	Company name	Company title
Director	Huang,Kuo-Cheng	Kuo Cheng WanWan Investment	Chairman
Director	Ho,Meng-Hung	ETERNIUMBROS CO., LTD.	Chairman and General Manager
Independent Director	Ting,Pang-Chen	Lifestyle Global Enterprise Inc.	Corporate director representative Chief financial officer

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Appendix 1

SEVENTH AMENDED AND RESTATED MEMORANDUM

AND

ARTICLES OF ASSOCIATION OF

Yong Yi International Group Co., Ltd 永邑國際集團股份有限公司

(adopted by a Special Resolution passed on June 6, 2024)

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THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES

SEVENTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION OF

Yong Yi International Group Co., Ltd 永邑國際集團股份有限公司

(adopted by a Special Resolution passed on June 6, 2024)

The name of the Company is Yong Yi International Group Co., Ltd 永邑國際集團股份有限公司.
The Registered Office of the Company shall be at the offices of Portcullis (Cayman) Ltd, The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY11208, Cayman Islands , or at such other place as the Directors may from time to time decide.
The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by the Companies Act (as amended).
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 the Companies Act (as amended).
Nothing in the preceding sections shall be deemed to permit the Company to carry on the business of a Bank or Trust Company without being licensed in that behalf under the provisions of the Banks and Trust Companies Act (as amended), 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 provisions of the Insurance Law (as amended), or to carry on the business of Company Management without being licensed in that behalf under the provisions of the Companies Management Law (as amended).
The Company will 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 section 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.
The liability of each Member is limited to the amount from time to time unpaid on such Member's shares.
The authorised share capital of the Company is New Taiwan Dollars 1,000,000,000.00 divided into 100,000,000 ordinary shares of a par value of New Taiwan Dollars 10 each provided always that subject to the provisions of the Companies Act (as amended) and the Articles of Association, the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether 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 whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be Ordinary, Preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of the Companies Act (as amended).

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SEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Yong Yi International Group Co., Ltd 永邑國際集團股份有限公司

(Adopted by a Special Resolution passed on June 6, 2024)

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Table A INTERPRETATION

Definitions SHARES
Power to Issue Shares 3. Redemption and Purchase of Shares
Rights Attaching to Shares
Share Certificates
Preferred Shares
REGISTRATION OF SHARES
1. Register of Members 8. Registered Holder Absolute Owner
Transfer of Registered Shares
Transmission of Registered Shares ORDINARY

RESOLUTION, SPECIAL

RESOLUTION AND SUPERMAJORITY RESOLUTION

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

DIVIDENDS AND

CAPITALISATION

Dividends
Capital Reserve and Power to Set Aside Profits
Method of Payment
Capitalisation MEETINGS OF MEMBERS
Annual General Meetings
Extraordinary General Meetings
Notice
Giving Notice
Postponement of General Meeting
Quorum and Proceedings at General Meetings
Chairman to Preside
Voting on Resolutions
Proxies
Proxy Solicitation
Dissenting Member's Appraisal Right
Shares that May Not be Voted
Voting by Joint Holders of Shares
Representation of Corporate Member
Adjournment of General Meeting
Directors Attendance at General Meetings

DIRECTORS AND OFFICERS

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

MEETINGS OF THE BOARD OF DIRECTORS

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

CORPORATE RECORDS

Minutes
Register of Mortgages and Charges

58. Form and Use of Seal TENDER OFFER AND ACCOUNTS

Tender Offer
Books of Account
Financial Year End
AUDIT COMMITTEE
1. Number of Audit Committee Members
1. Power of Audit Committee

VOLUNTARY DISSOLUTION AND WINDING-UP 64. Voluntary Dissolution and Winding-Up

CHANGES TO CONSTITUTION 65. Changes to Articles LITIGIOUS AND NONLitigious AGENT

Appointment of Litigious and Non-Litigious Agent OTHERS
Termination of Listing
ROC Securities Laws and Regulations
Social Responsibilities

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THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES

SEVENTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

Yong Yi International Group Co., Ltd 永邑國際集團股份有限公司

(adopted by a Special Resolution passed on June 6, 2024)

Table A

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

INTERPRETATION

1. Definitions

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

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

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

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

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

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Directors of the Company;

Board the board of directors appointed or elected pursuant to the Articles and acting at a meeting of directors at which there is a quorum in accordance with the Articles;
Capital Reserve for the purpose of the Articles only, comprises of the premium paid on the issuance of any share and income from endowments received by the Company from the Members;
Chairman the Director elected amongst all the Directors as the chairman of the Board;
the Director elected amongst all the Directors
Vice chairman as the vice chairman of the Board in the same manner as they elect the chairman;
Company Yong Yi International Group Co., Ltd 永邑國際集團股份有限公司;
Compensation Committee a committee of the Board, which shall be comprised of professional individuals and having the functions, in each case, prescribed by the Applicable Public Company Rules;
Cumulative Voting the voting mechanism for an election of Directors as described in Article 35.2 hereof;
Directors the directors for the time being of the Company and shall include any and all Independent Director(s);
Dissenting Member has the meaning given thereto in Article 28.2;
Electronic Record has the same meaning as in the Electronic Transactions Act;
Electronic Transactions Act the Electronic Transactions Act (2003 Revision) of the Cayman Islands;
ESM the emerging stock market of the ROC;

Family Relationship within in respect of a person, means another person Second Degree of Kinship who is related to the first person either by blood or by marriage of a member of the family and within the second degree shall include the parents, siblings, grandparents, children and grandchildren of the first person as well as the parents, siblings and

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grandparents of the first person's spouse;

FSC the Financial Supervisory Commission of the ROC;

Independent Directors the Directors who are elected as "Independent Directors" in accordance with the Applicable Public Company Rules or the Articles;
Joint Operation Contract a contract between the Company and one or more person(s) or entit(ies) where the parties thereto agree to pursue the same business venture and jointly bear losses and enjoy profits arising out of such business venture in accordance with the terms thereof;
Law The Companies Act of the Cayman Islands and every modification, reenactment or revision thereof for the time being in force;
Lease Contract a contract or arrangement between the Company and any other person(s) pursuant to which such person(s) lease or rent from the Company the necessary means and assets to operate the whole business of the Company in the name of such person, and as consideration, the Company receives a predetermined compensation from such person;

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

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

Market Observation Post the public company reporting system System maintained by the TWSE; Member the person registered in the Register of

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Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;

Memorandum the memorandum of association of the Company;

Merger means:

(a) a "merger" or "consolidation" as defined under the Law; or (b) other forms of mergers and acquisitions which fall within the definition of "merger and/or consolidation" under the Applicable Public Company Rules;
month
calendar month;
Notice written notice as further provided in the Articles unless otherwise specifically stated;
Officer any person appointed by the Board to hold an office in the Company;
Ordinary Resolution a resolution passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by not less than a simple majority vote of the Members present at the meeting, in person or by proxy. (Members who attended the meeting but did not vote will be recorded as having abstained from voting but they will still be counted towards the quorum of the meeting);
Preferred Shares has the meaning given thereto in Article 6; Private Placement means, for so long as the shares are traded on the ESM or listed on the TWSE in Taiwan, the private placement by the Company of shares or other securities of the Company as permitted by the Applicable Public Company Rules;

Register of Directors and the register of directors and officers referred Officers to in Article 42 hereof; Register of Members the register of members of the Company

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maintained in accordance with the Law and (as long as the shares of the Company are traded on the ESM or listed on the TWSE in the ROC) the Applicable Public Company Rules;

Registered Office the registered office for the time being of the Company;
Restricted Shares has the meaning given thereto in Article 2.5;

ROC Taiwan, the Republic of China;

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

Secretary the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;
share(s) share(s) of par value New Taiwan Dollars 10 each in the Company;
Share Exchange a 100% share exchange as defined in the ROC Business Mergers and Acquisitions Act whereby a company (the "Acquiring Company") acquiring all the issued and outstanding shares of another company with the consideration being the shares of the Acquiring Company, cash or other assets;
Special Resolution Subject to the Law, means a resolution passed at a general meeting of the Company by a majority of at least two-thirds of the votes cast by such Members who, being entitled to do so, vote in person or by their proxies, or, in the case of Members that are corporations or other non-natural person, by their duly authorised representatives by computing the number of votes to which each Member is entitled. (Members who attended the meeting but did not vote will be recorded as having abstained from voting but they will still be counted towards the quorum of the meeting);

Spin-off

a spin-off as defined in the ROC Business Mergers and Acquisitions Act whereby a company transfers a part or all of its business that may be operated independently to an

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existing company or newly incorporated company (the "Acquirer") with the consideration being the shares of the Acquirer, cash or other assets;

Subsidiary with respect to any company, (1) the entity, more than one half of whose total number of the issued voting shares or the total amount of the share capital are directly or indirectly held by such company; or (2) the entity that such company has a direct or indirect control over its personnel, financial or business operation;
Supermajority Resolution a resolution passed by a majority vote of the Members present at a general meeting attended by Members who represent twothirds or more of the total issued shares or, if the total number of shares represented by the Members present at the general meeting is less than two-thirds of the total issued shares, but more than one half of the total issued shares, means instead, a resolution passed by two-thirds or more of votes cast by the Members present at such general meeting. (Members who attended the meeting but did not vote will be recorded as having abstained from voting but they will still be counted towards the quorum of the meeting);

TPEx the Taipei Exchange;

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

1.2 In the Articles, where not inconsistent with the context:
(a) words denoting the plural number include the singular number and vice versa;
(b) words denoting the masculine gender include the feminine and neuter genders;
(c) words importing persons include companies, associations or bodies of persons whether corporate or not;
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(d) the words:-
- (i) "may" shall be construed as permissive; and
- (ii) "shall" shall be construed as imperative;
(e) "written" and "in writing" include all modes of representing or reproducing words in visible form, including the form of an Electronic Record;
(f) a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof;
(g) unless otherwise provided herein, words or expressions defined in the Law shall bear the same meaning in the Articles; and
(h) Section 8 of the Electronic Transactions Act shall not apply to the extent that it imposes obligations or requirements in addition to those set out in the Articles.
1.3 Headings used in the Articles are for convenience only and are not to be used or relied upon in the construction hereof.

2. Power to Issue Shares

2.1 Subject to Applicable Law, the Articles and any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares of the Company on such terms and conditions as it may determine and any shares or class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may, subject to Article 6.1, by Ordinary Resolution of the Members prescribe, provided that no share shall be issued at a discount except in accordance with the Law and the Applicable Public Company Rules.
2.2 Unless otherwise provided in the Articles, the issue of new shares of the Company shall be approved by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors. The issue of new shares shall at all times be subject to the sufficiency of the authorized capital of the Company.
2.3 After the application for trading of shares on the ESM or listing in the ROC has been approved by the TPEx or TWSE, where the Company increases its issued share capital by issuing new shares for cash consideration in the ROC, the Company shall allocate 10% of the total amount of the new shares to be issued, for offering in the ROC to the public (" Public Offering Portion ") unless it is not necessary or appropriate, as determined by the FSC, the TPEx or the TWSE (as applicable) for the Company to conduct the aforementioned public offering
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or otherwise provided by Applicable Law. However, if a percentage higher than the aforementioned 10% is resolved by the Members in a general meeting by Ordinary Resolution to be offered, the percentage determined by such resolution shall prevail and shares corresponding to such percentage shall be reserved as Public Offering Portion. The Company may also reserve 10% to 15% of such new shares for subscription by the employees of the Company and its Subsidiaries (the " Employee Subscription Portion "). The Company may prohibit such employees from transferring the shares so subscribed within a certain period; provided, however, that such a period cannot be more than two years.

2.4 Unless otherwise resolved by the Members in general meeting by Ordinary Resolution, where the Company increases its issued share capital by issuing new shares for cash consideration pursuant to Article 2.3 hereof, after allocation of the Public Offering Portion, including, for the avoidance of doubt, any percentage in excess of 10% of the total amount of the new shares to be issued for offering in the ROC to the public as resolved by the Members in general meeting be offered pursuant to Article 2.3, and the Employee Subscription Portion pursuant to Article 2.3 hereof, the Company shall make a public announcement and notify each Member that he is entitled to exercise a preemptive right to purchase his pro rata portion of the remaining new shares, to be issued in the capital increase for cash consideration. The Company shall state in such announcement and notices to the Members the procedures for exercising such pre-emptive rights. Where an exercise of the pre-emptive right may result in fractional entitlement of a Member, the entitlements (including fractional entitlements) of two or more Members may be combined to jointly subscribe for one or more whole new shares in the name of a single Member, subject to compliance with such directions and terms and conditions as determined by the Board and the Applicable Public Company Rules. If the total number of the new shares to be issued has not been fully subscribed for by the Members within the prescribed period, the Company may consolidate such shares into the public offering tranche or offer any un-subscribed new shares to a specific person or persons in such manner as is consistent with the Applicable Public Company Rules.

If any person who has subscribed the new shares (by exercising the aforesaid pre-emptive right of Members or subscribing the Public Offering Portion or the Employee Subscription Portion) fails to pay when due any amount of the subscription price in relation to such newly-issued shares within the payment period as determined by the Company, the Company shall fix a period of no less than one month and call for payment of the subscription price or the Company may declare a forfeiture of such subscription. No forfeiture of such subscription shall be declared as against any such person unless the amount due thereon shall remain unpaid for such period after such demand has been made. Notwithstanding the provisions of the preceding sentence, forfeiture of the subscription may be declared without the demand process if the payment period for subscription price set by the Company is one month or longer. Upon forfeiture of the subscription, the shares remaining unsubscribed to shall be offered for subscription in such manner as is consistent with the Applicable Public Company Rules.

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2.5 Subject to the Applicable Law, the Company may issue new shares with restricted rights (" Restricted Shares ") to employees of the Company and its Subsidiaries with the sanction of a Supermajority Resolution provided that Article 2.3 hereof shall not apply in respect of the issue of such shares. For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the terms of issue of Restricted Shares, including but not limited to the number of Restricted Shares so issued, issue price of Restricted Shares and other related matters shall be in accordance with the rules promulgated by the competent authority of securities of the ROC.
2.6 The pre-emptive right of employees under Article 2.3 and the pre-emptive right of Members under Article 2.4 shall not apply in the event that new shares are issued due to the following reasons or for the following purposes:
(a) in connection with a Merger, Share Exchange, Spin-off, or pursuant to any reorganization of the Company;
(b) in connection with meeting the Company's obligations under share subscription warrants and/or options, including those rendered in Articles 2.8 and 2.11 hereof; or in connection with any issuance of shares to employees under Article 2.8;
(c) in connection with the issue of Restricted Shares in accordance with Article 2.5 hereof;
(d) in connection with meeting the Company's obligations under convertible bonds or corporate bonds vested with rights to acquire shares;
(e) in connection with meeting the Company's obligations under Preferred Shares vested with rights to acquire shares;
(f) in connection with the issue of shares in accordance with Article 14.6, 14.7, or Article 17; or
(g) in connection with Private Placement of the securities issued by the Company.
2.7
The Company shall not issue any unpaid shares or partly paid shares.
2.8 Notwithstanding Article 2.5 hereof, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, adopt one or more employee incentive programmes and may issue shares or options, warrants or other similar instruments, to employees of the Company and its Subsidiaries, and for the avoidance of doubt, resolution of the Members is not required.
2.9 Options, warrants or other similar instruments issued in accordance with Article 2.8 above are not transferable save by inheritance.
2.10 Directors of the Company and its Subsidiaries shall not be eligible for Restricted Shares pursuant to Article 2.5 hereof or the incentive programmes pursuant to Article 2.8 hereof, provided that directors who are also employees of the
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Company or its Subsidiaries may subscribe for Restricted Shares or participate in an incentive programme in their capacity as an employee and not as a director of the Company or its Subsidiaries.

2.11 The Company may enter into agreements with employees of the Company and/or the employees of its Subsidiaries in relation to the incentive programme approved pursuant to Article 2.8 above, whereby employees may subscribe for, within a specific period, a specific number of the shares. The terms and conditions of such agreements shall be no less restrictive on the relevant employee than the terms specified in the applicable incentive programme.

3. Redemption and Purchase of Shares

3.1 Subject to the Law, the Company is authorised to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Member.
3.2 The Company is authorised to make payments in respect of the redemption of its shares out of capital or out of any other account or fund authorised for this purpose in accordance with the Law.
3.3 The redemption price of a redeemable share, or the method of calculation thereof, shall be fixed by the Board at or before the time of issue.
3.4 Every share certificate relating to redeemable share shall indicate that the share is redeemable.
3.5 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, subject to the provisions of the Applicable Law and the Articles, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, purchase its own shares (including any redeemable shares) on such terms and in such manner as the Directors may determine and hold them as Treasury Shares in accordance with the Applicable Law PROVIDED THAT if any purchase of the Company's own shares from all the Members involves any immediate cancellation of shares of the Company, such repurchase of shares is subject to approval by the Members by way of an Ordinary Resolution and the number of shares of the Company to be cancelled shall be effected based on the then prevailing percentage of shareholding of all the Members as of the date of such cancellation on a pro rata basis (as rounded up or down to the nearest whole number as determined by the Directors), unless otherwise provided for in the Law or the Applicable Public Company Rules.

Upon approval by Members by way of an Ordinary Resolution to repurchase and cancel shares of the Company, the repurchase price may be paid in any manner authorized by the Law, including in cash or in kind, provided that where any repurchase price is to be paid in kind, the monetary equivalent value of such payment in kind shall be (a) assessed by an ROC certified public accountant before being submitted by the Board to the Members for approval as part of the Ordinary Resolution authorising the repurchase and cancellation of shares of the Company; and (b) agreed to individually by each Member who will be receiving

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the repurchase price in kind. Without prejudice to this Article 3.5, in the case of a repurchase of shares by the Company for purposes of changing the currency denomination of share capital of the Company, consent of the holders of the shares subject to such repurchase shall not be required.

3.6 In the event that the Company proposes to purchase any share traded on the ESM or listed on the TWSE in the ROC pursuant to the preceding Article, the resolution of the Board approving such proposal and the implementation thereof should be reported to the Members in the next general meeting in accordance with the Applicable Public Company Rules. Such reporting obligation shall also apply even if the Company does not implement the proposal to purchase its shares traded on the ESM or listed on the TWSE in the ROC for any reason.
3.7 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the Company is authorised to purchase any share traded on the ESM or listed on the TWSE in the ROC in accordance with the following manner of purchase:
(a) the total price of the shares purchased by the Company shall not exceed the sum of retained earnings minus earnings distribution resolved by the Board or the general meeting, plus the following realized capital reserve:
- (i) the premium received from the disposal of assets that has not been booked as retained earnings;
- (ii) the premium paid on the issuance of any share and income from endowments received by the Company provided however that income from the shares shall not be included before such shares have been transferred to others;
(b) the maximum number of shares purchased by the Company shall not exceed ten percent of the total number of issued and outstanding shares of the Company; and
(c) the purchase shall be at such time, at such price and on such other terms as determined and agreed by the Board in its sole discretion provided however that:
- (i) such purchase transactions shall be in accordance with the applicable ROC securities laws and regulations and the Applicable Public Company Rules; and
- (ii) such purchase transactions shall be in accordance with the Law.
3.8 Subject to Article 3.5 and the Applicable Public Company Rules, the redemption or repurchase price may be paid in any manner permissible under the Law as determined by the Board.
3.9 A delay in payment of the redemption price shall not affect the redemption but, in the case of a delay of more than thirty days, interest shall be paid for the period from the due date until actual payment at a rate which the Directors, after due enquiry, estimate to be representative of the rates being offered by banks
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holding “A” licenses (as defined in the Banks and Trust Companies Act (Revised) of the Cayman Islands) in the Cayman Islands for thirty day deposits in the same currency.

3.10 The Directors may exercise as they think fit the powers conferred on the Company by Section 37(5) of the Law (payment out of capital) but only if and to the extent that the redemption could not otherwise be made (or not without making a fresh issue of shares for this purpose).
3.11 Subject as aforesaid, the Directors may determine, as they think fit all questions that may arise concerning the manner in which the redemption of the shares shall or may be effected.
3.12 No share may be redeemed unless it is fully paid.
3.13 The Board may designate as Treasury Shares any of its shares that it purchases or redeems, or any shares surrendered to it, in accordance with the Applicable Law.
3.14 No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's assets (including any distribution of assets to Members on a winding up of the Company) may be made to the Company in respect of a Treasury Share.
3.15 The Company shall be entered in the Register of Members as the holder of the Treasury Shares provided that:
(a) the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void; and
(b) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of the Articles or the Law.
3.16 After the Company purchases the shares traded on the ESM or listed on the TWSE in the ROC, any proposal to transfer the Treasury Shares to the employees of the Company and its Subsidiaries at a price below the average actual repurchase price must be approved by Special Resolution in the next general meeting and the items required by the Applicable Public Company Rules shall be specified in the notice of the general meeting and may not be proposed as an extemporary motion. The aggregate number of Treasury Shares resolved at all general meetings and transferred to the employees of the Company and its Subsidiaries shall not exceed 5% of the total issued shares, and each employee may not subscribe for more than 0.5% of the total issued shares in aggregate. The Company may prohibit such employees from transferring such Treasury Shares within a certain period; provided, however, that such a period cannot be more than two years.
3.17 Subject to Article 3.16 and the Applicable Public Company Rules, Treasury Shares may be disposed of (by cancellation or transfer) by the Company on such
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terms and conditions in accordance with the Applicable Law as determined by the Directors.

4. Rights Attaching to Shares

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

(a) be entitled to one vote per share;
(b) be entitled to such dividends as recommended by the Board and approved by the Members at general meeting;
(c) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and
(d) generally be entitled to enjoy all of the rights attaching to shares.

5. Share Certificates

5.1 The Company may issue shares in uncertificated/scripless form or issue share certificates. Where share certificates are issued, every Member shall be entitled to a certificate issued under the Seal (or a facsimile thereof), which shall be affixed or imprinted with the authority of the Board, specifying the number and, where appropriate, the class of shares held by such Member. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means. For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, shares of the Company shall be issued in uncertificated/scripless form unless the issuance of share certificates is required by the provisions of the Applicable Public Company Rules.
5.2 If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.
5.3
Share may not be issued in bearer form.
5.4 When the Company shall issue share certificates pursuant to Article 5.1 hereof, the Company shall deliver the share certificates to the subscribers within thirty (30) days from the date such share certificates may be issued pursuant to the Law, the Memorandum, the Articles, and the Applicable Public Company Rules, and shall make a public announcement prior to the delivery of such share certificates pursuant to the Applicable Public Company Rules.
5.5 Where the Company shall issue the shares in uncertificated/scripless form, the Company shall comply with the Law and the Applicable Public Company Rules
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to handle relevant matters, and shall deliver the shares to the subscribers by book-entry transfer within thirty (30) days after the Company is permitted by applicable listing laws and regulations to issue such shares and make a public announcement prior to the delivery.

6 . Preferred Shares

6.1 The Company may by Special Resolution designate one or more classes of shares with preferred or other special rights (shares with such preferred or other special rights, the " Preferred Shares "), and amend the Memorandum and these Articles as appropriate to reflect the designation of shares as Preferred Shares.
6.2 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the rights and obligations of Preferred Shares may include (but not limited to) the following terms and shall be consistent with the Applicable Public Company Rules:
(a) the order of priority and fixed amount or fixed ratio of allocation of dividends and bonus on Preferred Shares;
(b) the order of priority and fixed amount or fixed ratio of allocation of surplus assets of the Company;
(c) the order of priority for or restriction on the voting right(s) (including declaring no voting rights whatsoever) of the Members holding the Preferred Shares;
(d) the method by which the Company is authorized or compelled to redeem the Preferred Shares, or a statement that redemption rights shall not apply; and
(e) other matters concerning rights and obligations incidental to Preferred Shares.

REGISTRATION OF SHARES

7. Register of Members

(a) For so long as shares are traded on the ESM or listed on the TWSE in the ROC, the Board shall cause to be kept a Register of Members which may be kept outside the Cayman Islands at such place as the Board shall appoint and which shall be maintained in accordance with the Law and the Applicable Public Company Rules.
(b) In the event that the Company has shares that are not traded on the ESM or listed on the TWSE in the ROC, the Company shall also cause to be kept a register of such shares in accordance with Section 40 of the Law.

8. Registered Holder Absolute Owner

Except as required by law:

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

Transfer of Registered Shares

9.1 Title to shares traded on the ESM or listed on the TWSE in the ROC may be evidenced and transferred in a manner consistent with the Applicable Public Company Rules (including through the book-entry system of the TDCC).
9.2 All transfers of shares which are in certificated form may be effected by an instrument of transfer in writing in any usual form or in any other form which the Board may approve and shall be executed by or on behalf of the transferor and, if the Board so requires, by or on behalf of the transferee. Without prejudice to the foregoing, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers.
9.3 The Board may refuse to recognise any instrument of transfer in respect of shares in certificated form unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.
9.4 The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.
9.5 The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share in certificated form in the event such registration of transfer would (i) conflict with the Applicable Law; or (ii) conflict with the Memorandum and/or the Articles. If the Board refuses to register a transfer of any share, the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

10. Transmission of Registered Shares

10.1 In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the provisions of Section 39 of the Law, for the purpose of this Article, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.
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10.2 Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share.
10.3 On the presentation of the evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration or refuse registration as stipulated in Article 9.3 hereof as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be.
10.4 Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

11. Alteration of Capital

11.1 The Company may from time to time by Ordinary Resolution alter the conditions of its Memorandum to:
(a) increase its share capital by new shares of such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;
(b) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;
(c) convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination for the purpose of redenominating its share capital;
(d) sub-divide its existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares; or
(e) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.
11.2 The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the last preceding Article and
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in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the new proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company's benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

12. Special Resolution and Supermajority Resolution

12.1 Subject to the Law and the Articles, the Company may from time to time by Special Resolution:
(a) change its name;
(b) alter or add to the Articles;
(c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
(d) reduce its share capital and any capital redemption reserve fund; or
(e) effect a Merger under the Law.
12.2 Subject to the Law, the Company may, by Special Resolution, issue securities by way of Private Placement within the territory of the ROC in accordance with Applicable Public Company Rules; provided that, for issuance of corporate bonds which do not involve the grant of a warrant, option, or right of conversion or otherwise grant the holders of the bonds the right to acquire equity or similar rights by way of Private Placement within the territory of the ROC, the Company may do so by resolution of the Board in different tranches within one year from the date of the resolution of the Board in accordance with Applicable Public Company Rules.
12.3 Subject to the Law and Article 12.4 hereof, the following actions by the Company shall require the approval of the Members by a Supermajority Resolution:
(a) effecting any capitalization of distributable dividends and/or bonuses and/or any other amount prescribed under Article 17 hereof;
(b) effecting any Merger (except for any Merger which falls within the definition of "merger" and/or "consolidation" under the Law, which requires the approval of the Company by Special Resolution only), Share Exchange, or Spin-off of the Company;
(c) entering into, amend, or terminate any Lease Contract, Management Contract or Joint Operation Contract;
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(d) the transferring of the whole or any essential part of the business or assets of the Company; or
(e) acquiring or assuming the whole business or assets of another person, which has a material effect on the Company's operation.
12.4 Subject to the Law, the Company may be wound up voluntarily:
(a) if the Company resolves by Ordinary Resolution that it be wound up voluntarily because the Company is unable to pay its debts as they fall due; or
(b) if the Company resolves by Special Resolution that it be wound up voluntarily for reasons other than set out in Article 12.4(a) above.
12.5 Subject to the Applicable Law, the Company may by Supermajority Resolution, distribute its Capital Reserve, in whole or in part, by issuing new shares which shall be distributed as bonus shares to its existing Members in proportion to the number of shares being held by each of them to its Members.

13. Variation of Rights Attaching to Shares

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

DIVIDENDS AND CAPITALISATION

14. Dividends

14.1 The Board may declare a dividend to be paid to the Members in proportion to the number of shares held by them, and such dividend may be paid in cash or shares.
14.2 Subject to the Applicable Law, no dividends or other distribution shall be paid except out of profits of the Company, realised or unrealised, out of share premium account or any reserve, fund or account as otherwise permitted by the Law. Except as otherwise provided by the rights attached to any shares, all dividends and other distributions shall be paid according to the number of the shares that a Member holds. If any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividends accordingly.
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14.3 The Company, in addition to the dividends to be distributed at the end of each financial year, may distribute interim dividends to the Members on semi-year basis. If the Board decides not to distribute interim dividends, the Board shall adopt a resolution to confirm such non-distribution after the relevant first half of the financial year. The distribution of the dividends at the end of each financial year shall comply with the requirements and procedures set forth in Clauses 14.4, 14.6 to 14.7 and 14.11 to 14.13 and the distribution of the dividends for the first half of the financial year shall comply the requirements and procedures set forth in Clauses 14.8 to 14.13.
14.4 Subject to the Law and this Article and except as otherwise provided by the rights attached to any shares, the Company may distribute profits in accordance with a proposal for profits distribution approved by, in the case of dividend to be paid in cash, a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors or, in the case of dividend to be distributed to effect any capitalization in accordance with Article 12.3(a), Supermajority Resolution in the annual meeting. After the Board approves the distribution of dividend in cash, the Board shall report such distribution in the next annual general meeting.
14.5 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the Company may, upon approval of a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, distribute the aforesaid Capital Reserve, in whole or in part, by cash distribution to its Members. After the Board approves the aforesaid cash distribution, the Board shall report such distribution in the next annual general meeting.
14.6 Upon the final settlement of the Company's accounts, if there is surplus profit (as defined below), the Company shall set aside no less than 1 per cent as compensation to employees and no more than 3 per cent as remuneration for the Directors (excluding the Independent Directors). However, if the Company has accumulated losses, the Company shall reserve an amount thereof for making up the losses.

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

"Surplus profit" referred to above means the net profit before tax and for the avoidance of doubt, such amount is before any payment of compensation to employees and remuneration for the Directors.

14.7 The Company is in the growth stage. The Board shall prepare the dividend proposal by taking into account various factors it considers relevant including, but not limited to, the profit of the financial year, overall development,
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financial plans, capital need, projection of the industry and the Company's prospects, and submit the proposal for the Members' approval. For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, if there are profits, in making the profits distribution recommendation, the Board shall set aside out of the profits of the Company for each financial year: (i) a reserve for payment of tax for the relevant financial year; (ii) an amount to offset losses incurred in previous years; (iii) ten per cent (10%) as reserve (" Statutory Reserve ") (where such statutory reserve amounts to the total authorized capital, this provision shall not apply); and (iv) a special surplus reserve as required by the applicable securities authority of the ROC under the Applicable Public Company Rules. The remaining balance, if any, together with a part or whole of accumulated undistributed profits in the previous years, subject to the Law and the Applicable Public Company Rules and after having considered the financial, business and operational factors of the Company, may be distributed as dividends to Members in proportion to their shareholdings in the amount of no less than 10 per cent of profit after tax of the relevant year. In the event that dividends are distributed to Members in a combination of share dividend and cash dividend, cash dividend shall be no less than 10 per cent of the total dividends.

14.8 The Company may distribute interim dividend in accordance with a proposal for profits distribution approved by the Board, provided that if the interim dividend will be distributed by way of applying such sum in paying up in full unissued shares, in addition to the approval of the Board, such distribution shall also be sanctioned by the Members by a Supermajority Resolution in a general meeting.
14.9 For the distribution of interim dividends, the proposal of surplus earning distribution or loss off-setting for the first half of the financial year, together with the business report and financial statements (which shall be audited or reviewed by a certified public accountant in accordance with the Applicable Public Company Rules), shall be submitted to the Audit Committee for approval, and then, be submitted to the Board for approval.
14.10 When the Company makes the interim distribution, the Company shall (a) estimate and reserve all payable taxes, (b) offset losses incurred in previous years, (c) reserve the Statutory Reserve (where such statutory reserve amounts to the total authorized capital, this provision shall not apply) and (d) reserve employees' compensation.
14.11 The Board shall fix any date as the record date for determining the Members entitled to receive any dividend or other distribution.
14.12 For the purpose of determining Members entitled to receive payment of any dividend or other distributions, the Directors may provide that the Register of Members be closed for transfers for five (5) days before the relevant record date or such other period consistent with the Applicable Public Company Rules subject to compliance with the Law.
14.13 No unpaid dividend shall bear interest as against the Company.
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15. Capital Reserve and Power to Set Aside Profits

15.1 The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for meeting the deficiencies for implementing dividend distribution plans or for any other purpose to which those funds may be properly applied. Pending application, such sums may be in the absolute discretion of the Board either be employed in the business of the Company or invested in such investment as the Board may from time to time think fit, and need not be kept separate from other assets of the Company. The Board may also, without placing the same to reserve, carry forward any profit which it decides not to distribute.
15.2 Subject to any direction from the Company in general meeting, the Board may on behalf of the Company exercise all the powers and options conferred on the Company by the Law in regard to the Capital Reserve. Subject to compliance with the Law, the Board may on behalf of the Company set off accumulated losses against credits standing in the Capital Reserve and make distributions out of the Capital Reserve.

16. Method of Payment

16.1 Any dividend, interest, or other monies payable in cash in respect of the shares may be paid by wire transfer to the Member's designated account or by cheque or draft sent through the post directed to the Member at such Member's address in the Register of Members, or to such person and to such address as the holder may in writing direct.
16.2 In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the holder may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.
16.3 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the payment of any dividend shall comply with the Applicable Public Company Rules and the Law.

17. Capitalisation

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

MEETINGS OF MEMBERS

18. Annual General Meetings

18.1 The Company shall hold a general meeting as its annual general meeting within

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six months following the end of each fiscal year, which shall be called by the Board.

18.2 Subject to Article 18.1, the general meeting of the Company may be held at such time and place as the Board shall determine. For so long as the shares are traded or listed on the TPEx or TWSE in the ROC, unless otherwise provided by the Law, the Company's physical general meetings shall be held in the ROC. If the Board resolves to hold a physical general meeting outside the ROC, the Company shall apply for the approval of the TPEx/TWSE within two (2) days after the Board adopts such resolution. Where a general meeting is to be held outside the ROC, the Company shall engage a professional stock affairs agent in the ROC to handle the administration of such general meeting (including but not limited to the handling of the voting of proxies submitted by Members).
18.3 The general meeting may be held by means of video conference or any other means announced by the competent authority of the Company Act of the ROC. So long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, the conditions, operation procedures and other matters of the general meeting held by means of video conference shall be in compliance with the Applicable Public Company Rules.
18.4 Members may participate in any general meeting by means of video conference or other communication facilities, as permitted by the Applicable Law, where all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a general meeting shall constitute presence in person at such general meeting.

19. Extraordinary General Meetings

19.1 General meetings other than annual general meetings shall be called extraordinary general meetings.
19.2 The Board may convene an extraordinary general meeting of the Company whenever in their judgment such a meeting is necessary or is desirable.
19.3 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the Board shall on a Member's requisition as defined in Article 19.4 forthwith proceed to convene an extraordinary general meeting of the Company.
19.4 A Member's requisition set forth in Article 19.3 is a requisition of one or more Members of the Company holding in the aggregate at the date of deposit of the requisition not less than three per cent (3%) of the total number of issued shares of the Company which as at that date have been held by such Member(s) for at least one year.
19.5 The Member's requisition must state in writing the matters to be discussed at the extraordinary general meeting and the reason therefor.
19.6 If the Board does not within fifteen (15) days from the date of the deposit of the Member's requisition dispatch the notice of an extraordinary general meeting, the requisitionists may themselves convene an extraordinary general meeting in the same manner, as nearly as possible, as that in which general meetings may
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be convened by the Board. If it is proposed that the extraordinary general meeting be held outside the ROC, an application shall be submitted by such requisitionists to the TPEx/TWSE for its prior approval.

19.7 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, any one or more Member(s) may summon an extraordinary general meeting, provided that such Member or Members shall hold more than fifty per cent. of the total issued shares of the Company for a continuous period of no less than three months. The number of the shares held by a Member and the period of which a Member holds such shares, shall be calculated and determined based on the Register of Members as of the first day of the period that the Register of Members shall be closed for transfers.

20. Notice

20.1 Before the shares are traded on the ESM or listed on the TWSE in the ROC, at least five (5) days' notice of a general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and the general nature of business to be conducted at the meeting, but with the consent of all the Members entitled to receive notice of a general meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Members may think fit.
20.2 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, at least thirty (30) days' notice of an annual general meeting, and at least fifteen (15) days' notice of an extraordinary general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and the general nature of the business to be considered at the meeting. The notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior written consent from the recipient(s) thereof.
20.3 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the Board shall fix a record date for determining the Members entitled to receive notice of and to vote at any general meeting of the Company in accordance with Applicable Public Company Rules and close its Register of Members accordingly in accordance with Applicable Public Company Rules
20.4 Subject to Article 23.4, the accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
20.5 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the Company shall announce to the public the notice of a general meeting, the proxy instrument, agendas and materials relating to the matters to be reported and discussed in the general meetings, including but not limited to, election or discharge of Directors, in accordance with Article 20.2 hereof, and shall transmit the same via the Market Observation Post System in accordance with Applicable Public Company Rules. If the voting power of a Member at a general meeting shall be exercised by way of a written ballot, the Company
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shall also send the written document for the Member to exercise his voting power together with the above mentioned materials in accordance with Article 20.2. The Directors shall prepare a meeting handbook of the relevant general meeting and supplemental materials, which will be made available to all Members and shall be transmitted to the Market Observation Post System in accordance with the Applicable Public Company Rules. If the Company's total paid-in capital exceeds NT$10 billion at the most recent financial year end date, or if the shareholding of foreign and PRC investors reaches more than 30% of the total number of issued shares as recorded in the Register of Members as of the date of the general meeting held in the most recent financial year, the foregoing transmission of information and materials via or to the Market Observation Post System shall be completed at least thirty (30) days for an annual general meeting.

20.6 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the following matters shall be stated in the notice of a general meeting, with a summary of the major content to be discussed, and shall not be proposed as an extemporary motion:
(a) election or discharge of Directors,
(b) alteration of the Memorandum or Articles,
(c) capital deduction,
(d) application to terminate the public offering of the shares,
(e) (i) dissolution, Merger, Share Exchangeor Spin-off, (ii) entering into, amending, or terminating any Lease Contract, Management Contract or Joint Operation Contract, (iii) transfer of the whole or any essential part of the business or assets of the Company, and (iv) acquisition or assumption of the whole of the business or assets of another person, which has a material effect on the operations of the Company,
(f) ratification of an action by Director(s) who engage(s) in business for himself or on behalf of another person that is within the scope of the Company's business,
(g) distribution of the whole or part of the surplus profit of the Company in the form of new shares, capitalization of Capital Reserve and any other amount in accordance with Article 17,
(h) making distributions of new shares or cash out of the Statutory Reserve, the premium received on the issuance of any shares and income from endowments received by the Company to its Members, and
(i) Private Placement of any equity-related securities to be issued by the Company.

The major content of the above matters can be announced at the website designated by Taiwan securities authority or by the Company, and the Company shall specify the link to the website in the notice of the relevant general

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meeting.

20.7 For so long as the shares are traded on the ESM or listed on the TWSE in Taiwan, the Board shall keep the Memorandum and Articles, minutes of general meetings, financial statements, the Register of Members, and the counterfoil of any corporate bonds issued by the Company at the Registered Office (if applicable) and the Company's stock affairs agent located in the ROC. Members may request, from time to time, by submitting document(s) evidencing his interests involved and indicating the designated scope of the inspection, access to inspect, review or make copies of the foregoing documents. If the relevant documents are kept by the Company's stock affairs agent, upon the request of any Member, the Company shall order the Company's stock affairs agent to provide such Member with the requested documents.
20.8 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the Company shall make available all the statements and records prepared by the Board and the report prepared by the Audit Committee which will be submitted to the Members at the annual general meeting at the Registered Office (if applicable) and its stock affairs agent located in the ROC ten (10) days prior to such annual general meeting in accordance with Applicable Public Company Rules. Members may inspect and review the foregoing documents from time to time and may be accompanied by their lawyers or certified public accountants for the purpose of such inspection and review.
20.9 If the general meeting is convened by the Board or other person entitled to convene a general meeting in accordance with these Articles or any applicable law, the Board and such person may request the Company or the Company's stock affairs agent to provide the Register of Members. Upon the request, the Company shall (and shall order the Company's stock affairs agent to) provide the Register of Members.

21. Giving Notice

21.1 Any Notice or document, whether or not to be given or issued under the Articles from the Company to a Member, shall be in writing either by delivering it to such Member in person or by sending it by letter mail or courier service to such Member at his registered address as appearing in the Register of Members or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address. For the purpose of this Article, a notice may be sent via electronic means if so agreed to by the Members in writing.
21.2 Any Notice or other document shall be deemed to be effective when it is sent in accordance with Articles 20 and 21 of these Articles.

Any Notice or document may be given to a Member either in the Chinese language or the English language, subject to due compliance with all Applicable Law, rules and regulations.

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

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22. Postponement of General Meeting

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

23 Quorum and Proceedings at General Meetings

23.1 No resolutions shall be adopted unless a quorum is present. Unless otherwise provided for in the Articles, Members present in person or by proxy or in the case of a corporate Member, by corporate representative, representing more than one-half of the total issued shares of the Company entitled to vote, shall constitute a quorum for any general meeting.
23.2 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the Board shall submit business reports, financial statements and proposals for distribution of profits or allocation of losses prepared by it for the purposes of annual general meetings of the Company for ratification by the Members in a manner consistent with the Applicable Public Company Rules. After ratification by the Members at the general meeting, the Board shall distribute copies of or announce to the public the ratified financial statements and the Company's resolutions on distribution of profits or allocation of losses, to each Member or otherwise make the same available to the Members in accordance with the Applicable Public Company Rules.
23.3 Unless otherwise provided in the Articles, a resolution put to the vote of the meeting shall be decided on a poll.
23.4 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, if and to the extent permitted under the Law, nothing in the Articles shall prevent any Member from initiating proceedings in a court of competent jurisdiction for an appropriate remedy in connection with the convening of any general meeting or the passage of any resolution in violation of applicable laws or regulations or the Articles within 30 days after passing of such resolution. The Taiwan Taipei District Court, ROC, may be the court for adjudicating any disputes arising out of the foregoing.
23.5 Unless otherwise expressly required by the Law, the Memorandum or the Articles, any matter which has been presented for resolution, approval, confirmation or adoption by the Members at any general meeting may be passed by an Ordinary Resolution.
23.6 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, member(s) holding one per cent (1%) or more of the Company's total issued shares immediately prior to the relevant book close period, during which the Company closed its Register of Members, may propose to the Company in writing or any electronic means designated by the Company one matter for
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discussion at an annual general meeting. The Company shall give a public notice in such manner and at such time as permitted by Applicable Law specifying the place and a period of not less than ten (10) days for Members to submit proposals. Proposals submitted for discussion at an annual general meeting shall be included in the agenda of the annual general meeting by the Board unless (a) the proposing Member(s) holds less than one cent (1%) of the Company's total issued shares, (b) the matter of such proposal may not be resolved by a general meeting or the proposal exceeds 300 Chinese words; (c) the proposing Member(s) has proposed more than one proposal; or (d) the proposal is submitted to the Company outside the period fixed and announced by the Company for accepting Member(s)' proposal(s). If the purpose of the proposal is to urge the Company to promote public interests or fulfil its social responsibilities, the Board may accept such proposal to be discussed in general meeting.

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

24. Chairman to Preside

24.1 In the event that the general meeting is convened by the Board, the Chairman shall act as chairman at all meetings of the Members at which such person is present. In case the Chairman is on leave or absent or can not exercise his power and authority for any cause, the Vice Chairman shall act on his behalf. In case the vice chairman is also on leave or absent or unable to exercise his power and authority for any cause, the Directors who are present at the meeting of Members shall elect one from among themselves to act as the chairman at such meeting in lieu of the Chairman.
24.2 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the chairman at all meetings of the Members shall be appointed or elected in accordance with the Applicable Public Company Rules.

25. Voting on Resolutions

25.1 Subject to any rights, privileges or restrictions attached to any share, every Member who (being an individual) is present in person or by proxy or (in the case of a corporation or other non-natural person) by duly authorized corporate representative(s) or by proxy shall have one vote for every share of which he is the holder. A Member who holds shares for benefit of others, need not use all his votes or cast all the votes he holds in the same way as he uses his votes in respect of shares he holds for himself. The qualifications, scope, methods of exercise, operating procedures and other matters with respect to exercising voting power separately shall comply with the Applicable Public Company Rules.
25.2 No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of shares unless he is registered as a Member on the record date for such meeting nor unless he has paid all the calls on all
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shares held by such Member.

25.3 Votes may be cast either in person or by proxy. A Member may appoint another person as his proxy by specifying the scope of appointment in the proxy instrument prepared by the Company to attend and vote at a general meeting, provided that a Member may appoint only one proxy under one instrument to attend and vote at such meeting.
25.4 Subject to the Law, for so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the Company shall provide the Members with a method for exercising their voting power by way of electronic transmission. The method for exercising such voting power shall be described in the general meeting notice to be given to the Members if the voting power may be exercised by way of a written ballot or electronic transmission. Any Member who intends to exercise his voting power by way of a written ballot or by way of electronic transmission shall serve the Company with his voting decision at least two (2) days prior to the date of such general meeting. Where more than one voting decision are received from the same Member by the Company, the first voting decision shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous voting decision in the later-received voting decision. A Member who exercises his voting power at a general meeting by way of a written ballot or by electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to vote his shares at the general meeting only in the manner directed by his written instrument or electronic document. The chairman of the general meeting as proxy shall not have the power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the written or electronic document and/or any amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.
25.5 In the event any Member who intended to exercise his voting power by way of a written ballot or electronic transmission and has served his voting decision on the Company pursuant to Article 25.4 hereof later intends to attend the general meetings in person, he shall, at least two (2) days prior to the date of such general meeting, serve the Company with a separate notice revoking his previous voting decision. Such separate notice shall be sent to the Company in the same manner (e.g., by courier, registered mail or electronic transmission, as applicable) as the previous voting decision under Article 25.4 was given to the Company. Votes by way of a written ballot or electronic transmission shall remain valid if the relevant Member fails to revoke his voting decision before the prescribed time.
25.6 A Member who has served the Company with his voting decision in accordance with Article 25.4 for the purpose of exercising his voting power by way of a written ballot or by way of electronic transmission may appoint a person as his proxy to attend the meeting in accordance with the Articles, in which case the vote cast by such proxy shall be deemed to have revoked his previous voting decision served on the Company and the Company shall only count the vote(s)
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cast by such expressly appointed proxy at the meeting.

26 . Proxies

26.1 The instrument of proxy shall be in the form approved by the Board from time to time and be expressed to be for a particular meeting only. The form of proxy shall include at least the following information: (a) instructions on how to complete such proxy, (b) the matters to be voted upon pursuant to such proxy, and (c) basic identification information relating to the relevant Member, proxy and the solicitor (if any). The form of proxy shall be provided to the Members together with the relevant notice for the relevant general meeting, and such notice and proxy materials shall be distributed to all Members on the same day.
26.2 An instrument of proxy shall be in writing, be executed under the hand of the appointor, or, if the appointor is a corporation or other non-natural person, under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company.
26.3 For so long as the shares are traded on the ESM or listed on the TWSE in ROC, subject to the Applicable Public Company Rules, except for an ROC trust enterprise or stock affair agents approved pursuant to Applicable Public Company Rules, save with respect to the Chairman being deemed appointed as proxy under Article 25.4, in the event a person acts as the proxy for two or more Members, the total number of issued and voting shares entitled to be voted as represented by such proxy shall be no more than three per cent (3%) of the total number of issued and voting shares of the Company immediately prior to the relevant book closed period, during which the Company close its Register of Member; any vote in respect of the portion in excess of such three per cent (3%) threshold shall not be counted.
26.4 In the event that a Member exercises his voting power by way of a written ballot or electronic transmission and has also authorised a proxy to attend a general meeting, then the voting power exercised by the proxy at the general meeting shall prevail. In the event that any Member who has authorised a proxy to attend a general meeting later intends to attend the general meeting in person or to exercise his voting power by way of a written ballot or electronic transmission, he shall, at least two (2) days prior to the date of such general meeting, serve the Company with a separate notice revoking his previous appointment of the proxy. Votes by way of proxy shall remain valid if the relevant Member fails to revoke his appointment of such proxy before the prescribed time.
26.5 The instrument of proxy shall be deposited at the Registered Office or the office of the Company's stock affairs agent in the ROC or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company not less than five (5) days before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, save with respect to the Chairman being deemed appointed as proxy under Article 25.4. Where more than one instrument to vote are received from the same Member by the Company, the first instrument received shall prevail, unless an explicit written statement is
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made by the relevant Member to revoke the previous proxy in the later-received instrument.

27. Proxy Solicitation

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

28. Dissenting Member's Appraisal Right

28.1 Subject to compliance with the Law, in the event any of the following resolutions is passed at general meetings, any Member who has voted against or abstained from voting in respect of such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the meeting, may request the Company to purchase all of his shares at the then prevailing fair price:
(a) the Company proposes to enter into, amend, or terminate any Lease Contract, Management Contract or Joint Operation Contract;
(b) the Company transfers the whole or an essential part of its business or assets, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company;
(c) acquires or assumes the whole business or assets of another person, which has a material effect on the operation of the Company;
(d) the Company proposes to undertake a Spin-off, Merger, Acquisition or Share Exchange; or
(e) the Company generally assumes all the assets and liabilities of another person or generally assigns all its assets and liabilities to another person.
28.2 Without prejudice to the Law, any Member exercising his rights in accordance with Article 28.1 (the " Dissenting Member ") shall, within twenty (20) days from the date of the resolution passed at the general meeting, give his written notice of objection with the repurchase price proposed by him. If the Company and the Dissenting Member agree on a price at which the Company will purchase the Dissenting Member's shares, the Company shall make the payment within ninety (90) days from the date of the resolution passed at the general meeting. If, within ninety (90) days from the date of the resolution passed at the general meeting, the Company and the Dissenting Member fail to agree on a price at which the Company will purchase the Dissenting Member's shares, the Company shall pay the fair price it deems fit to the Dissenting Member within ninety (90) days from the date of the resolution passed at the general meeting. If the Company fails to pay the fair price it deems fit to the Dissenting Member within the ninety-day period, the Company shall be deemed to agree on the repurchase price proposed by such Dissenting Member.
28.3 Without prejudice to the Law, if, within sixty (60) days from the date of
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resolution of the general meeting, the Company and the Dissenting Member fail to agree on a price at which the Company will purchase such Dissenting Member's shares, then, within thirty (30) days immediately following the date of the expiry of such sixty (60)-day period, the Company shall file a petition with the court against all the Dissenting Members for a determination of the fair price of the Shares held by all the Dissenting Members. The Taiwan Taipei District Court, ROC, may be the court of the first instance for this matter.

28.4 Shares for which voting right has be waived in Article 28.1 shall not be counted in the number of votes of shareholders present at the meeting.

Notwithstanding the above provisions under this Article 28, nothing under this Article shall restrict or prohibit a Member from exercising his right under section 238 of the Statute to payment of the fair value of his shares upon dissenting from a merger or consolidation.

29. Shares that May Not be Voted

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

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

29.2 A Member who has a personal interest in any motion discussed at a general meeting, which interest may be in conflict with and impair those of the Company, shall abstain from voting such Member's shares in regard to such motion and such shares shall not be counted in determining the number of votes of the Members present at the said meeting. However, such shares may be counted in determining the number of shares of the Members present at such general meeting for the purposes of determining the quorum. The aforementioned Member shall also not vote on behalf of any other Member.
29.3 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, if the number of shares pledged by a Director at any time amounts to more than 50% of the total shares held by such Director at the time of his latest appointment, such pledged shares exceeding 50% of the total shares held by such Director at the time of his latest appointment, shall not carry any voting
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rights and such above-threshold shares shall not be counted in determining the number of votes of the Members present at a general meeting.

30. Voting by Joint Holders of Shares

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

31. Representation of Corporate Member

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

32. Adjournment of General Meeting

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

33. Directors Attendance at General Meetings

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

DIRECTORS AND OFFICERS

34. Number and Term of Office of Directors

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

34.2 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, unless otherwise approved by the ROC competent authority, the number of Directors having a spousal relationship or Familial Relationship within the Second Degree of Kinship with any other Directors shall be less than half of the total number of Directors.
34.3 In the event that the Company convenes a general meeting for the election of Directors and any of the Directors elected does not meet the requirements provided in Article 34.2 hereof, the non-qualifying Director(s) who was elected with the fewest number of votes shall be deemed not to have been elected, to the extent necessary to meet the requirements provided for in Article 34.2 hereof. Any person who has already served as a Director but is in violation of the aforementioned requirements shall be automatically discharged from his office effective from such violation without any action required on behalf of the Company.
34.4 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, unless otherwise permitted under the Applicable Public Company Rules, there shall be at least three (3) Independent Directors accounting for not less than one-fifth of the total number of Directors. To the extent required by the Applicable Public Company Rules, at least two of the Independent Directors shall be domiciled in the ROC and at least one of them shall have accounting or financial expertise. Before the shares are traded on the ESM or listed on the TWSE in the ROC, the Board may resolve that the Company shall hold an election of Independent Director(s) at the general meeting.
34.5 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the Directors (including Independent Directors and Directors other than Independent Directors) shall be nominated by adopting the candidate nomination system specified in the Applicable Public Company Rules.
34.6 Independent Directors shall have professional knowledge and shall maintain independence within the scope of their directorial duties, and shall not have any direct or indirect interests in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions, and assessment of independence with respect to Independent Directors shall be consistent with the Applicable Public Company Rules.

35. Election of Directors

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

35.2 The Director(s) shall be elected by Members upon a poll vote by way of cumulative voting (the manner of voting described in this Article to be referred to as " Cumulative Voting ") in the following manner:
(a) on an election of Directors, the numbers of votes attached to each voting share held by a Member shall be cumulative and correspond to the number of Directors nominated for appointment at the general meeting;
(b) the Member(s) may vote all or part of their cumulated votes in respect of one or more Director candidates;
(c) such number of Director candidates receiving the highest number of votes in the same category (namely, independent or non-independent) of Directors to be elected shall be appointed; and
(d) where two or more Director candidates in the same category receive the same number of votes and as a result the total number of new Directors in such category intended to be appointed is exceeded, there shall be a draw by such Director candidates receiving the same number of votes to determine who shall be appointed; the chairman of the meeting shall draw for a Director nominated for appointment who is not present at the general meeting.
35.3 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, if the number of Independent Directors is less than three (3) persons due to the resignation or removal of such Independent Directors for any reason, the Company shall hold an election of Independent Directors at the next following general meeting. If all of the Independent Directors are resigned or removed, the Board shall hold, within sixty (60) days from the date of resignation or removal of last Independent Director, a general meeting to elect succeeding Independent Directors to fill the vacancies.
35.4 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, if the number of Directors is less than five (5) persons due to the vacancy of Director(s) for any reason, the Company shall call an election of Director(s) at the next following general meeting to fill the vacancies. When the number of vacancies in the Board of the Company equals to one third of the total number of Directors elected, the Board shall hold, within sixty (60) days from the date of the occurrence of vacancies, a general meeting to elect succeeding Directors to fill the vacancies.
35.5 Where a legal entity is a Member, its authorized representative may be elected as Director of the Company in accordance with the Articles. If there are more than one authorized representatives, each of them may be nominated for election at a general meeting.

36. Removal of Directors

36.1 The Company may from time to time by Supermajority Resolution remove any Director from office. Where re-election of all Directors is effected prior to the
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expiration of the term of office of existing Directors, the term of office of all current Directors is deemed to have expired on the date of the re-election or any other date as otherwise resolved by the Members at the general meeting if the Members do not resolve that all current Directors will only retire at the expiration of their present term of office. Members present in person or by proxy, representing more than one-half of the total issued shares shall constitute a quorum for any general meeting to re-elect all Directors.

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

37. Vacation of Office of Director

37.1 The office of Director shall be vacated:
(a) if the Director is removed from office pursuant to the Articles;
(b) if the Director dies;
(c) if the Director is automatically discharged from his office in accordance with Article 34.3;
(d) if the Director resigns his office by notice in writing to the Company;
(e) if the Director is the subject of a court order for his removal in accordance with Article 36.2; or
(f) with immediate effect without any action required on behalf of the Company if
- (i) the Director has been adjudicated bankrupt or the court has declared a liquidation process in connection with the Director, and such Director has not been reinstated to his rights and privileges;
- (ii) an order is made by any competent court or official on the grounds that the Director has no legal capacity, or his legal capacity is restricted according to Applicable Law;
- (iii) the Director has been adjudicated of the commencement of assistantship (as defined under the ROC Civil Code) or similar declaration and such assistantship/declaration having not been revoked yet;
- (iv) the Director has committed an offence as specified in the ROC statute of prevention of organizational crimes and subsequently has been
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adjudicated guilty by a final judgment, and (A) has not started serving the sentence, (B) has not completed serving the sentence, (C) the time elapsed after completion of serving the sentence or expiration of the probation is less than five years, or (D) was pardoned for less than five (5) years;

(v) the Director has committed an offence in terms of fraud, breach of trust or misappropriation and subsequently has been punished with imprisonment for a term of more than one (1) year, and (A) has not started serving the sentence, (B) has not completed serving the sentence, (C) the time elapsed after completion of serving the sentence or expiration of the probation is less than two years, or (D) was pardoned for less than two (2) years;
(vi) the Director has been adjudicated guilty by a final judgment for committing offenses under the ROC Anti-Corruption Act, and (A) has not started serving the sentence, (B) has not completed serving the sentence, (C) the time elapsed after completion of serving the sentence or expiration of the probation is less than two years, or (D) was pardoned for less than two (2) years; or
(vii) the Director has been dishonored for use of credit instruments, and the term of such sanction has not expired yet.

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

37.2 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, in case a Director (other than an Independent Director) has, during the term of office as a Director (other than an Independent Director), transferred more than one half of the Company's shares being held by him at the time he was elected, he shall, ipso facto, be removed automatically from the office of Director with immediate effect and in such case no approval from the Members shall be required.
37.3 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the election of a newly elected Director (other than an Independent Director) shall be forthwith invalidated if said Director, before assuming office, transferred more than one half of the Company's shares being held by him at the time of his election as a Director, or if said Director, during the book closure period prior to a general meeting, has transferred more than one half of the Company's shares being held by him.

38. Compensation of Directors

38.1 For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the Board shall, in accordance with the Applicable Public Company Rules, establish a Compensation Committee comprised of at least three (3) members, one of whom shall be an Independent Director. The professional qualifications of the members of the Compensation Committee, the
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responsibilities, powers and other related matters of the Compensation Committee shall comply with the Applicable Public Company Rules. Upon the establishment of the Compensation Committee, the Board shall, by a resolution, adopt a charter for the Compensation Committee the provisions of which shall be consistent with the Applicable Public Company Rules. Before the shares are traded on the ESM or listed on the TWSE in the ROC, the Board may resolve to establish a Compensation Committee.

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

39. Defect in Election of Director

Subject to Article 23.4 and the Applicable Law, all acts done in good faith by the Board or by a committee of the Board or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the election of any Director, or that they or any of them were disqualified, be as valid as if every such person had been duly elected and was qualified to be a Director.

40. Directors to Manage Business

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

41. Powers of the Board of Directors

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

(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their compensation and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or
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obligation of the Company or any third party;

(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(d) appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised, execute any deed or instrument in any manner permitted by the Law;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them. Subject to any directions or regulations made by the Directors for this purpose, the meetings and proceedings of any such committee shall be governed by the provisions of the Articles regulating the meetings and proceedings of the Board;
(h) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board sees fit;
(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company.

42. Register of Directors and Officers

42.1 The Board shall cause to be kept in one or more books at the Registered Office a Register of Directors and Officers in accordance with the Law and shall enter therein the following particulars with respect to each Director and Officer:
(a) first name and surname; and
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(b) address.
42.2 The Board shall, within the period of sixty (60) days from the occurrence of:-
(a) any change among its Directors and Officers; or
(b) any change in the particulars contained in the Register of Directors and Officers,

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

43. Officers

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

44. Appointment of Officers

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

45. Duties of Officers

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

46. Compensation of Officers

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

47. Conflicts of Interest

47.1 Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or such Director's firm, partner or company shall be entitled to compensation as if such Director were not a Director; provided that this Article 47.1 shall not apply to Independent Directors.
47.2 Notwithstanding anything to the contrary contained in this Article 47, a Director who is directly or indirectly interested in any matter under discussion at a meeting of the Directors or a contract or proposed contract or arrangement with the Company shall declare the nature and the essential contents of such interest at the relevant meeting of the Directors as required by the Applicable Law. If the Company proposes to enter into any transaction specified in Articles 28.1 or effect other forms of mergers and acquisitions in accordance with Applicable Law, a Director who has a personal interest in such transaction shall declare the essential contents of such personal interest and the reason why he believes that the transaction is advisable or not advisable at the relevant meeting of the Board
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and the general meeting as required by the Applicable Law, and the Company shall itemize the essential contents of a director’s personal interest and the cause of approval or dissent to the resolution of merger/consolidation or acquisition in the notice to convene a meeting of shareholders; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and the address of such website shall be indicated in the above notice. Where the spouse, the person related to a Director by blood and within the second degree, or any company which has a controlling or controlled relationship with a Director has interests in the matters under discussion in the meeting of the Directors in the preceding paragraph, such Director shall be deemed to have a personal interest in the matter. The terms "controlling" and "controlled" shall be interpreted in accordance with the Applicable Public Company Rules.

47.3 Notwithstanding anything to the contrary contained in this Article 47, a Director who has a personal interest in the matter under discussion at a meeting of the Directors, which may conflict with and impair the interest of the Company, shall not vote nor exercise voting rights on behalf of another Director; the voting right of such Director who cannot vote or exercise any voting right as prescribed above shall not be counted in the number of votes of Directors present at the board meeting.
47.4 Notwithstanding anything to the contrary contained in this Article 47, a Director who is engaged in anything on his own account or on behalf of another person, which is within the scope of the Company's business, shall explain to the Members in a general meeting the essential contents of such conduct and seek their approval by Supermajority Resolution.

48. Indemnification and Exculpation of Directors and Officers

48.1 The Directors and Officers of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and every former director, officer or trustee and their respective heirs, executors, administrators, and personal representatives (each of which persons being referred to in this Article as an "indemnified party") shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud, dishonesty or breach of duties provided under Article 48.4 which may attach to any of the said persons.
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48.2 The Company may purchase and maintain insurance for the benefit of any Director or Officer of the Company against any liability incurred by him in his capacity as a Director or Officer of the Company or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any Subsidiary thereof.
48.3 To the extent permitted under the laws of the Cayman Islands, Members continuously holding one per cent (1%) or more of the total issued shares of the Company for six months or longer may:
(a) request in writing the Board to authorise any Independent Director of the Audit Committee to file a petition with the Taipei District Court, ROC for and on behalf of the Company against any of the Directors; or
(b) request in writing any Independent Director of the Audit Committee to file a petition with the Taipei District Court, the ROC for and on behalf of the Company against any of the Directors; or

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

48.4 Without prejudice and subject to the general directors' duties that a Director owe to the Company and the Members under common law principals and the laws of the Cayman Islands, a Director shall perform his fiduciary duties of loyalty and due care of a good administrator in the course of conducting the Company’s business, and shall indemnify the Company, to the maximum extent legally permissible, from any loss incurred or suffered by the Company arising from breach of his fiduciary duties. If a Director has made any profit for the benefit of himself or any third party as a result of any breach of his fiduciary duties, the Company shall, if so resolved by the Members by way 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 such profit from such relevant Director. If a Director has, in the course of conducting the Company’s business, violated any laws or regulations that causes the Company to become liable for any compensation or damages to any person, such Director shall become jointly and severally liable for such compensation or damages with the Company and if any reason such Director is not made jointly and severally liable with the Company, such Director shall indemnify the Company for any loss incurred or suffered by the Company caused by a breach of duties by such Director. The Officers, in the course of performing their duties to the Company, shall assume such duties and obligations to indemnify the Company in the same manner as if they are Directors.
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MEETINGS OF THE BOARD OF DIRECTORS

49. Board Meetings

49.1 Board meetings shall be convened by the Chairman, and the Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.
49.2 The Company shall hold regular meetings of the Board at least on a quarterly basis and for so long as the shares are traded on the ESM or listed on the TWSE in the ROC, such meetings shall be held in compliance with the Applicable Public Company Rules.
49.3 A resolution shall be passed by a majority vote of the Directors present at the meeting and entitled to vote on such resolution, and in the case of equality of votes the resolution shall fail. For these purposes, where Directors present and entitled to vote at the meeting do not cast a vote at the meeting, such Directors will be deemed to vote against the resolution.
49.4 A Director may be represented at any meetings of the Board by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.
49.5 The instrument appointing a proxy shall be in writing in such form as the Directors may approve and may at any time be revoked in like manner, and notice of every such appointment or revocation in like manner.
49.6 A proxy must be a Director and can only act on behalf of one appointing Director at a meeting of the Board.

50. Notice of Board Meetings

50.1 The Chairman may, and the Secretary on the requisition of the Chairman shall, at any time summon a meeting of the Board.
50.2 Before the shares are traded on the ESM or listed on the TWSE in the ROC, at least forty-eight (48) hours prior notice shall be given for any meeting of the Board provided that in the case of urgent circumstances as agreed by a majority of the Directors, a meeting of the Board may be convened on short notice, or be held anytime after notice has been given to every Director or be convened without prior notice if all Directors agree. For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, to convene a meeting of the Board, a notice setting forth therein the matters to be considered and if appropriate, approved at the meeting shall be given to each Director no later than seven (7) days prior to the scheduled meeting date. However, in the case of emergency as agreed by a majority of the Directors, the meeting may be convened with a shorter notice period in a manner consistent with the Applicable Public Company Rules. For the purpose of this Article, a notice may be sent via electronic means if so agreed to by the Directors.

51. Participation in Meetings by Video Conference

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

52. Quorum at Board Meetings

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

53. Board to Continue in the Event of Vacancy

The Board may act notwithstanding any vacancy in its number.

54. Chairman to Preside

The Chairman, if there be one, shall act as chairman at all meetings of the Board at which such person is present. When the Chairman is on leave or for any reason is unable to exercise the powers of the chairman, the Vice Chairman shall do so in place of the chairman, or, if the Vice Chairman also is on leave or for any reason is unable to act, a chairman shall be appointed or elected in accordance with the Applicable Public Company Rules.

55. Validity of Prior Acts of the Board

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

CORPORATE RECORDS

56. Minutes

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

(a) of all elections and appointments of Officers;
(b) of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and
(c) of all resolutions and proceedings of general meetings of the Members, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.

57. Register of Mortgages and Charges

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

58. Form and Use of Seal

58.1 The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf; and, until otherwise determined by the Directors, the Seal shall be affixed in the presence of a Director or the Secretary or an assistant secretary or some other person authorised for this purpose by the Directors or the committee of Directors.
58.2 Notwithstanding the foregoing, the Seal may without further authority be affixed by way of authentication to any document required to be filed with the Registrar of Companies in the Cayman Islands, and may be so affixed by any Director, Secretary or assistant secretary of the Company or any other person or institution having authority to file the document as aforesaid.
58.3 The Company may have one or more duplicate Seals, as permitted by the Law; and, if the Directors think fit, a duplicate Seal may bear on its face of the name of the country, territory, district or place where it is to be issued.

TENDER OFFER AND ACCOUNTS

59. Tender Offer

For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, any public announcement in connection with any tender offer of the Company's shares shall be in compliance with the Applicable Public Company Rules, including but not limited to "Regulations Governing Public Tender Offers for Securities of Public Companies".

60. Books of Account

60.1 The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:
(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;
(b) all sales and purchases of goods by the Company; and
(c) all assets and liabilities of the Company.

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

60.2 Such records of account shall be kept and proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept, at such place as the Board thinks fit, such books as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.
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60.3 The instruments of proxy, documents, forms/statements and information in electronic media prepared in accordance with the Articles and relevant rules and regulations shall be kept for at least one (1) year. However, if a Member institutes a lawsuit with respect to such instruments of proxy, documents, forms/statements and/or information mentioned herein, they shall be kept until the conclusion of the litigation if longer than one (1) year.

61. Financial Year End

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

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

AUDIT COMMITTEE

62. Number of Audit Committee Members

For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the Board shall set up an Audit Committee. The Audit Committee shall comprise solely of Independent Directors and all Independent Directors shall be members of the Audit Committee. The number of Audit Committee members shall not be less than three (3). One of the Audit Committee members shall be appointed as the convener to convene meetings of the Audit Committee from time to time and at least one of the Audit Committee members shall have accounting or financial expertise. A valid resolution of the Audit Committee requires approval of one-half or more of all its members. Before the shares are traded on the ESM or listed on the TWSE in the ROC, the Board may resolve to establish an Audit Committee.

63. Powers of Audit Committee

63.1 The Audit Committee (if established) shall have the responsibilities and powers as specified under the Applicable Public Company Rules. Any of the following matters of the Company shall require the consent of one-half or more of all Audit Committee members and be submitted to the Board for resolution:
(a) adoption of or amendment to an internal control system;
(b) assessment of the effectiveness of the internal control system;
(c) adoption of or amendment to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others;
(d) any matter relating to the personal interest of the Directors;
(e) a material asset or derivatives transaction;
(f) a material monetary loan, endorsement, or provision of guarantee;
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(g) the offering, issuance, or Private Placement of any equity-related securities;
(h) the hiring or dismissal of an attesting certified public accountant, or the compensation given thereto;
(i) the appointment or discharge of a financial, accounting, or internal auditing officer;
(j) approval of annual and semi-annual/second quarter financial reports (if applicable under the Applicable Public Company Rules);
(k) the business report and the proposal of surplus earning distribution or loss off-setting; and
(i) any other matter so determined by the Company from time to time or required by any competent authority overseeing the Company.

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

63.2 Subject to the Applicable Law and to the extent permitted under the laws of the Cayman Islands, the Independent Directors of the Audit Committee shall supervise the execution of business operations of the Company, and may at any time or from time to time investigate the business and financial conditions of the Company, examine the accounting books and documents, and request the Board or officers to report on matters referred to above. Subject to the Applicable Law and to the extent permitted under the laws of the Cayman Islands, the Audit Committee or any Independent Director thereof may appoint on behalf of the Company, a practicing lawyer and independent auditors to conduct the examination.
63.3 The Audit Committee shall audit the various financial statements and records prepared by the Board for submission to the general meeting, and shall report their findings and opinions at such meeting.
63.4 Subject to compliance with the Law, before the meeting of Board resolves any matter specified in Articles 28.1 or other mergers and acquisitions in accordance with the Applicable Law, the Audit Committee shall review the fairness and reasonableness of the relevant merger and acquisition plan and transaction, and report its review results to the meeting of Board and the general meeting; provided, however, that such review results need not be submitted to the general meeting if the approval of the Members is not required under the Applicable Law. When the Audit Committee conducts the review, it shall engage an independent expert to issue an opinion on the fairness of the share exchange ratio, cash consideration or other assets to be offered to the Members. The review results of the Audit Committee and the fairness opinion issued by the independent expert shall be distributed to the Members, along with the notice of the general meeting; provided, however, that the Company can only report
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matters relating to such merger and acquisition at the next following general meeting if the approval of the Members is not required under the Applicable Law. Such review results and fairness opinion shall be deemed to have been distributed to the Members if the same have been uploaded onto the website designated by Taiwan securities authority and made available to the Members for their inspection and review at the venue of the general meeting.

VOLUNTARY DISSOLUTION AND WINDING-UP

64. Voluntary Dissolution and Winding-Up

64.1 The Company may be voluntarily wound-up in accordance with Article 12.4.
64.2 If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members subject to the Applicable Law. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

CHANGES TO CONSTITUTION

65. Changes to Articles

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

LITIGIOUS AND NON-LITIGIOUS AGENT

66. Appointment of Litigious and Non-Litigious Agent

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

OTHERS

67. Termination of Listing

For so long as the shares are listed on the TWSE in the ROC, if the Company proposes to undertake:

(a) a merger or consolidation which will result in the Company being dissolved;
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(b) a sale, transfer or assignment of all of the Company's assets and businesses to another entity;
(c) a Share Exchange; or
(d) a Spin-off,

which would result in the termination of the Company's listing on the TWSE, and where (in the case of (a) above) the surviving entity, (in the case of (b) above) the transferee, (in the case of (c) above) the entity whose shares has been allotted in exchange for the Company's shares and, (in the case of (d) above) the existing or newly incorporated spun-off company is not a listed company on the TWSE or an OTC Company, then in addition to any requirements to be satisfied under the Applicable Law, such action shall be first approved at a general meeting by a resolution passed by members holding two-thirds or more of the votes of the total number of issued shares of the Company."

"OTC Company" referred to above means a public company whose shares are listed and can be bought and sold on the TPEx.

68. ROC Securities Laws and Regulations

For so long as the shares are traded on the ESM or listed on the TWSE in the ROC, the qualifications, composition, appointment, removal, exercise of functions and other matters with respect to the Directors, Independent Directors, Compensation Committee and Audit Committee which are required to be followed by the Company shall comply with the applicable ROC securities laws and regulations.

69. Social Responsibilities

When the Company conducts the business, 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.

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Appendix 2 Yong Yi Intermational Group Co., Ltd.

Methods for Election of Directors

Article1 Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article2 The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs.
The ability to make judgments about operations.
Accounting and financial analysis ability.
Business management ability.
Crisis management ability.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Decision-making ability.
Article3 The qualifications for the independent directors of this Corporation shall comply the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
Article4 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
Article5 The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. In the election of the company's directors, shareholders may choose to exercise their right to vote either by electronic or on-site voting. Where shareholders exercise their voting rights by electronic voting in the preceding paragraph, they shall exercise it on the electronic voting platform designated by the company.
Article6 The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
The number of voting rights in the preceding paragraph is calculated based on the number of voting rights voted by the shareholders' meeting plus the number of voting rights in electronic voting.
The results of the electronic voting in the preceding paragraph shall be verified by an institution that meets the requirements of Article 44-6 of the Share Handling Guidelines before the shareholders' meeting.

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Article7 The company shall prepare the electoral votes for the live voting of the shareholders' meeting, list the number of the electoral card and the number of voting rights, and affix the company's seal.
Article8 At the shareholders' meeting, the company shall set up a ballot box, and the chairman shall appoint inspectors or tellers to carry out the relevant duties. The pollsters shall open the ballot boxes in public before voting.
Article9 When the shareholders' meeting votes on the spot, the electors shall fill in the following items and put them into the ballot box:
The name of the elector.
The shareholder number or ID number of the elector. The shareholders' meeting shall vote on the spot. When the elector is an elector, the elector shall fill in the following items and put them into the ballot box:
The name of the elector (full rank), or the name of the elector (full rank) and the name of its representative.
The shareholder number or uniform number of the elector.
- The person elected by law shall be a person with capacity for conduct. If the electors think it is necessary to allocate the right to vote, they may do so in accordance with the relevant laws and regulations and the main points for handling the company's stock transactions.
Article10 An election ballot in any of the following circumstances shall be invalid:
Electoral votes not prepared by the Company.
Electoral votes not put into ballot boxes.
Blank electoral votes not filled out by electors.
Fill in the number of electors not nominated in accordance with Article 4 of these measures or fill in the number of electors exceeding the prescribed number.
Article 9 The items to be filled in are incomplete, wrong, altered, illegible so that they cannot be seen, or contain other symbols or drawings.
The sum of the electoral weights cast by the electors exceeds the sum of the electoral weights held by the electors.

Article11 The votes will be cast on the spot and the election result will be announced by the Chairman on the spot.

Article12 The supervisor shall seal up the on-the-spot election ballot with the electronic voting data, sign or seal on it, and keep it in the company for at least one year. However, if a shareholder brings a lawsuit in accordance with Article 189 of the Company Law, the lawsuit shall be kept until the end of the lawsuit.
Article13 These methods shall come into effect with the approval of the shareholders' meeting and shall be the same when amended.
Article14 These methods were established on December 28, 2015.

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Appendix 3 Yong Yi International Group 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 The shareholders' meeting of the company shall be convened by the board of directors, unless otherwise stipulated by the laws and regulations of the place where the company is listed.
Changes to the method of convening the shareholders' meeting of the Company shall be subject to a resolution of the board of directors, and shall be made no later than before the notice of the shareholders' meeting is dispatched.

During the period when the shares are listed or listed in the Republic of China, the general meeting of shareholders shall be held at least 30 days before the convening of the extraordinary general meeting of shareholders, and the notice of the meeting of shareholders, the proxy paper, and the relevant approval shall be convened no later than 15 days before. , discussion proposals, election or dismissal of directors, matters, etc., the reasons and explanations of various proposals are made into electronic files and sent to the public information observatory designated by the securities regulatory authority of the Republic of China. Twenty-one days before the ordinary shareholders' meeting or fifteen days before the extraordinary shareholders' meeting, the shareholders' meeting procedure manual and supplementary materials of the meeting shall be prepared and sent to the public information observatory designated by the securities regulatory authority of the Republic of China.

However, if the company's paid-in capital at the end of the most recent fiscal year is NT$10 billion or more, or the company holds an ordinary meeting of shareholders in the most recent fiscal year, and the total shareholding ratio of foreign and mainland capital recorded in the shareholder register is more than 30%. , the transmission of the pre-opened electronic files shall be completed 30 days before the ordinary shareholders' meeting.

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Fifteen days before the shareholders' meeting, prepare the current shareholders' meeting procedure manual and meeting supplementary materials for shareholders to request at any time, and display them in the company and the professional stock agency in the Republic of China, and distribute them at the shareholders' meeting.

For the procedure manual and meeting supplementary materials mentioned in the preceding paragraph, the company shall provide shareholders with reference in the following ways on the day of the shareholders' meeting: 1. When a physical shareholders meeting is held, it shall be distributed on the spot of the shareholders meeting.

When convening a video-assisted shareholders meeting, it shall be distributed on the spot of the shareholders' meeting and sent to the video conference platform as an electronic file.
When holding a video conference of shareholders, the electronic file shall be transmitted to the video conference platform.
The notice and announcement shall specify the reason for the convening; if the notice is approved by the counterparty, it may be done electronically.
Election or dismissal of directors, change of articles of association, capital reduction, application for cessation of public offering, non-compete license for directors, capital increase from surplus, capital increase from public reserves, company dissolution, merger, division, or each item in Paragraph 1 of Article 185 of the Company Law Matters related to Article 26-1, Article 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Issuer's Handling Standards for Offering and Issuing Securities shall be listed in the The main content of the convening reasons shall be listed and explained, and shall not be proposed as an interim motion.

The reasons for convening the shareholders' meeting have stated the general re-election of directors and supervisors, as well as the date of inauguration. After the re-election of the shareholders' meeting is completed, the same meeting shall not change their inauguration date through extraordinary motions or other means.

Shareholders who hold more than 1% of the total number of issued shares may submit a proposal to the company at the general meeting of shareholders, limited to one proposal, and those with more than one proposal will not be included in the proposal. In addition, if the proposal proposed by the shareholder falls under any of the circumstances of "Article 172-1, Item 4 of the Company Law", the board of directors may not list it as a proposal. Shareholders may put forward proposals to urge the company to promote

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public interests or fulfill its social responsibilities. The procedure shall be limited to one item in accordance with the relevant provisions of Article 172-1 of the Company Law. Any proposal with more than one item shall not be included in the proposal. The company shall announce the acceptance of shareholders' proposals, the method of acceptance in writing or electronically, the place of acceptance and the acceptance period before the date of suspension of stock transfer before the ordinary shareholders' meeting; the acceptance period shall not be less than ten days.

Proposals proposed by shareholders shall be limited to 300 words, and those exceeding 300 words shall not be included in the proposal; the proposing shareholder shall attend the general meeting of shareholders in person or by proxy, and participate in the discussion of the proposal.
The company shall notify the proposing shareholders of the handling results before the notice of convening the shareholders meeting, and list the resolutions in compliance with the provisions of this article in the meeting notice. For shareholder proposals that are not included in the resolutions, the board of directors shall explain the reasons for not including them at the shareholders' meeting.
The following provisions are based on the relevant laws and regulations of the Republic of China and the articles of association of the company "during the registration and opening of shares or listing in the Republic of China". Before the shares are listed on the market or listed in the Republic of China, the following provisions may be followed, provided that the articles of association and the Cayman Company Law (and its amendments) are not violated. The relevant provisions of the Company Law (and its amendments) shall be handled.
Article 4 Shareholders may, at each shareholders' meeting, issue a power of attorney issued by the company, specifying the scope of authorization, and entrust an agent to attend the shareholders' meeting.
A shareholder shall issue a proxy letter, limited to one person entrusting it, which shall be delivered to the company five days before the shareholders' meeting. In the event of repeated proxy forms, the one that is served first shall prevail. However, it is not limited to those who declare to revoke the previous entrustment.
After the power of attorney is delivered to the company, shareholders who wish to attend the shareholders' meeting in person or to exercise their voting rights in writing or electronically shall notify the company in writing of the revocation of the proxy two

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days before the shareholders' meeting; The voting rights exercised by the person present shall prevail.

After the power of attorney is delivered to the company, shareholders who wish to attend the shareholders' meeting by video conferencing shall notify the company in writing of the revocation of the proxy two days before the shareholders' meeting.
Article 5 The venue for the shareholders' meeting shall be the location of the company or a venue that is convenient for shareholders to attend and suitable for the shareholders' meeting to be held. The starting time of the meeting shall not be earlier than 9:00 am or later than 3:00 pm, and the location and time of the meeting shall fully consider the opinions of independent directors.
When the company convenes a video-conference shareholders meeting, it is not subject to the restriction on the venue of the preceding paragraph.
Article 6 The company shall specify in the meeting notice the time and place of the registration of the accepting shareholders, solicitors, and entrusted agents (hereinafter referred to as shareholders), and other matters that should be noted.
The time for accepting shareholders' registration in the preceding paragraph shall be made at least 30 minutes before the start of the meeting; the registration office shall be clearly marked, and appropriate and competent personnel shall be dispatched to handle it; The video conference of the shareholders' meeting shall be accepted for registration on the video conference platform of the shareholders' meeting 30 minutes before the start of the meeting, and shareholders who have completed the registration shall be deemed to have attended the shareholders' meeting in person.
Shareholders should present the attendance certificate, attendance card or other attendance certificate to attend the shareholders meeting. The company shall not arbitrarily add other certification documents to the certification documents relied on by shareholders to attend; the applicant who is soliciting the power of attorney should bring identification documents. , for verification.

The company shall set up a signature book for the attending shareholders to sign in, or the attending shareholders shall hand in the sign-in card to sign in on their behalf.

The company shall deliver the procedure manual, annual report, attendance certificate, speech slips, voting ballots and other meeting information to the shareholders attending the shareholders meeting; if there is an election of directors and supervisors, an election ballot shall be attached.

When the government or legal person is a shareholder, the number of representatives

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attending the shareholders' meeting is not limited to one. When a legal person is entrusted to attend the shareholders' meeting, only one representative may be appointed to attend the meeting.

If the shareholders' meeting is held by video conference, shareholders who wish to attend by video conference should register with the company two days before the shareholders' meeting.

If the shareholders' meeting is held by video conference, the company shall upload the procedure manual, annual report and other relevant materials to the video conference platform of the shareholders' meeting at least 30 minutes before the start of the meeting, and continue to disclose it until the end of the meeting.

Article 6-1 (Convening a video conference of the shareholders' meeting, and matters to be included in the convening notice)

When the company holds a video conference of the shareholders' meeting, the following matters shall be stated in the notice of convening the shareholders' meeting:

Shareholders' participation in video conferences and methods for exercising their rights.
The handling of obstacles to the video conference platform due to natural disasters, incidents or other force majeure events, or to participate in video conferences, at least include the following:
(1) The time when the pre-occupational obstacle cannot be ruled out and the meeting needs to be postponed or resumed, and the date when the meeting needs to be postponed or resumed.
(2) Shareholders who have not registered to participate in the original shareholders meeting by video conferencing shall not participate in the extension or continuation of the meeting.
(3) Holding a video-assisted shareholders meeting. If the video conference cannot be continued, after deducting the number of shares attending the shareholders meeting by video, the total number of shares attending the shareholders meeting reaches the statutory quota for the shareholders meeting. The shareholders meeting should continue and participate by video. Shareholders, whose number of shares present shall be included in the total number of shares attended by shareholders, shall be deemed to abstain from voting on all the resolutions of the shareholders' meeting.
(4) In the event that all the motions have been announced, but no provisional motion has been made, the handling method.

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To convene a video conference of shareholders, and to specify appropriate alternatives to shareholders who have difficulty participating in shareholders by video.
Article 7 If the shareholders meeting is convened by the board of directors, the chairman of the board of directors shall be the chairman of the board of directors. If the chairman of the board of directors requests leave or is unable to exercise his powers for some reason, the deputy chairman of the board of directors shall act as his proxy. In the event of inability to exercise powers, the chairman of the board shall designate a managing director to act as his agent; if there is no managing director, a director shall be appointed to act as his agent, and if the chairman does not designate an agent, the managing director or one of the directors shall be appointed as his agent.

The chairman of the preceding paragraph shall be a managing director or a director who has served for more than six months and who has an understanding of the company's financial and business conditions. The same applies if the chairman is the representative of the corporate directors.

The chairman of the board of directors shall preside over the shareholders' meeting convened by the board of directors in person, and more than half of the directors of the board of directors shall be present in person, and at least one representative of the members of various functional committees shall attend the meeting, and the attendance shall be recorded in the minutes of the shareholders' meeting.

If the shareholders meeting is convened by a person with the right to convene other than the board of directors, the chairman shall be the person with the right to convene.

The company may designate appointed lawyers, accountants or relevant personnel to attend the shareholders' meeting as nonvoting delegates.

Article 8 The company shall record the shareholders' registration process, the meeting process, and the voting counting process continuously and uninterruptedly from the time of acceptance of the shareholders' registration.

The audio-visual materials in the preceding paragraph shall be kept for at least one year. However, if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Law of the place of listing, it shall be preserved until the lawsuit is concluded.

If the shareholders' meeting is held by video conference, the company shall record and preserve the shareholders' registration, registration, registration, questioning, voting and company vote counting results, etc., and make continuous and uninterrupted audio and video recording of the entire video conference.

The above-mentioned materials and audio and video recordings shall be properly

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preserved by the company during the period of existence, and the audio and video recordings shall be provided to those who are entrusted to handle the video conference affairs for preservation.

Article 9 Attendance at the shareholders meeting shall be calculated on the basis of shares. The number of shares attended is calculated by adding the number of shares registered in the signature book or the paid-in sign-in card and the video conference platform to the number of shares that exercise voting rights in writing or electronically. When the meeting time has expired, the chairman shall announce the meeting, and at the same time announce the number of non-voting rights and the number of shares attended. However, when shareholders representing more than half of the total number of issued shares are not present, the chairman may announce that the meeting will be postponed. The number of postponements shall be limited to two times, and the total postponement time shall not exceed one hour. If there are not enough shareholders representing more than one-third of the total number of issued shares to attend, the chairman will announce the adjournment of the meeting ; If the shareholders' meeting is held by video conference, the company shall also announce the streaming meeting on the video conference platform of the shareholders' meeting.

If the number of shareholders who represent more than one-third of the total number of issued shares is present after the second delay in the preceding paragraph, the resolution may be deemed false in accordance with the regulations of the place of listing "Article 175, Paragraph 1" of the Company Law, and Notify the shareholders of the false resolution and convene the shareholders' meeting within one month ; If the shareholders meeting is held by video conference, shareholders who wish to attend by video conference shall re-register with the company in accordance with Article 6.

Before the end of the current meeting, if the number of shares represented by shareholders present reaches more than half of the total number of issued shares, the chairman may resubmit the false resolution in accordance with the provisions of Article 174 of the Company Law of the place of listing. Shareholders vote.

Article 10 If a shareholders' meeting is convened by the board of directors, the agenda shall be determined by the board of directors, and relevant proposals (including interim motions and amendments to original proposals) shall be voted on a case-by-case basis. It cannot be changed.

If the shareholders meeting is convened by a person other than the board of directors who has the right to convene, the provisions of the preceding paragraph shall apply mutatis

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mutandis.

Before the meeting (including provisional motions) is concluded, the chairman shall not declare the meeting adjourned without a resolution; if the chairman violates the rules of procedure and declares the meeting adjourned, the other members of the board of directors shall promptly assist the shareholders present in accordance with the legal procedures to cancel the meeting. More than half of the voting rights of shareholders present agree to nominate one person to be the chairman and continue the meeting.

The chairman shall give sufficient explanations and opportunities for discussion on the proposal and the amendment or interim motion proposed by the shareholders. When he deems that the resolution has reached the level of voting, he may announce that the discussion has been suspended, put forward for voting, and arrange a suitable time for voting.

Article 11 Before attending a shareholder's speech, a speech must be filled out, stating the gist of the speech, the shareholder's account number (or attendance certificate number) and account name, and the chairman will determine the order of their speeches.
The shareholders present who only put forward a statement without speaking are deemed to have not spoken. If the content of the speech is inconsistent with the record of the speech, the content of the speech shall prevail.

Each shareholder's speech on the same resolution shall not exceed two times without the consent of the chairman, and each time shall not exceed five minutes. However, if a shareholder's speech violates the regulations or exceeds the scope of the agenda, the chairman may stop him from speaking.

When a shareholder is present to speak, other shareholders shall not interfere with their speech unless they have obtained the consent of the chairman and the speaking shareholder, and the chairman shall stop the violation.

When a corporate shareholder appoints two or more representatives to attend the shareholders' meeting, only one person may speak on the same proposal.

After attending shareholders' speeches, the chairman may reply in person or designate relevant personnel.

If the shareholders meeting is held by video conference, the shareholders participating by video conference may ask questions in text form on the video conference platform of the shareholders meeting after the chairman announces the meeting and before the announcement of the adjournment of the meeting. Items 1 to 5 do not apply to the limit of 200 characters.

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Article 12 Voting at the shareholders' meeting shall be calculated on the basis of shares. The number of shares of shareholders without voting rights shall not be included in the total number of issued shares in the resolution of the shareholders' meeting.

Shareholders who have their own interests in the matters of the meeting and may be harmful to the interests of the company shall not participate in voting, and shall not exercise their voting rights on behalf of other shareholders.
The number of shares for which voting rights are not exercised in the preceding paragraph shall not be included in the number of voting rights of shareholders present.

Except for trust enterprises organized in accordance with the laws of the Republic of China, or stock agency agencies approved by the Act on Public Issuance of Companies, when one person is entrusted by two or more shareholders at the same time, the voting rights of the proxy shall not exceed 3% of the total voting rights of the issued shares. , the excess voting rights shall not be counted.

Article 13 Shareholders have one vote per share, except for those who are restricted or have no voting rights listed in the laws of the place where they are listed, "Article 179, Paragraph 2" of the Company Law.

When the company holds a general meeting of shareholders, it shall exercise its voting rights in writing or electronically. However, when the company holds a general meeting of shareholders outside the Republic of China, it shall provide that shareholders may exercise their voting rights in electronic or written form; When exercising voting rights or electronically, the method of exercising the voting rights shall be specified in the notice of convening the shareholders' meeting. Shareholders who exercise their voting rights in writing or electronically are deemed to have attended the shareholders' meeting in person. However, the provisional motion and the amendment to the original proposal at the shareholders' meeting shall be regarded as an abstention. Therefore, the Company should refrain from putting forward the provisional motion and the amendment to the original proposal.

In the case of exercising voting rights in writing or electronically in the preceding paragraph, the statement of intent shall be delivered to the company two days before the shareholders' meeting. However, those who express their intentions before the declaration of revocation are not subject to this limitation.

After shareholders exercise their voting rights in writing or electronically, if they wish to attend the shareholders’ meeting in person or by video, they shall revoke their intention to exercise the voting rights in the preceding paragraph two days before the shareholders’

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meeting in the same manner as the exercise of voting rights; or the voting rights exercised electronically. If voting rights are exercised in writing or electronically and a proxy is entrusted to attend the shareholders' meeting by proxy, the voting rights that are entrusted to attend and exercise shall prevail.

Unless otherwise stipulated by the "Company Law" of the place of listing and the articles of association of the company, the voting on the resolution shall be passed with the consent of more than half of the voting rights of the shareholders present. When voting, the chairman or his designee shall announce the total number of voting rights of the shareholders present on a case-by-case basis, and then the shareholders shall vote on a case-by-case basis. Designated public information observatory. When there are amendments or alternatives to the same motion, the chairman shall determine the order of voting on the same motion as the original motion. If one of the motions has been passed, the other motions are deemed to be rejected and no further voting is required.

The scrutineer and vote-counter for voting on the resolution shall be designated by the chairman, but the scrutineer shall have the identity of a shareholder.

The counting of votes for votes or election proposals at the shareholders' meeting shall be done in a public place at the shareholders' meeting, and after the counting of votes is completed, the voting results shall be announced on the spot, including the weight of the statistics, and a record shall be made.

The company convened a video conference of the shareholders' meeting. Shareholders who participated by video should conduct voting on various resolutions and voting on election proposals through the video conference platform after the chairman announces the meeting. The voting should be completed before the chairman announces the close of voting. deemed a waiver.

If the shareholders meeting is held by video conference, after the chairman announces the close of voting, the votes shall be counted at one time, 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-conference in accordance with the provisions of Article 6, who wish to attend the physical shareholders' meeting in person, shall cancel the registration in the same manner as the registration two days before the shareholders' meeting; Those who cancel within the time limit can only attend the shareholders' meeting by video conferencing.

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Those who exercise their voting rights in writing or electronically without revoking their intentions and participate in the shareholders’ meeting by video conferencing shall not exercise voting rights on the original proposal or propose amendments to the original proposal or exercise the voting rights for amendments to the original proposal, except for temporary motions.

Article 14 When the shareholders' meeting elects directors and supervisors, it shall be handled in accordance with the relevant selection and appointment regulations set by the company, and the election results shall be announced on the spot, including the list of elected directors and the number of elected directors and the list of unsuccessful directors and the number of voting rights they have obtained. .
The ballots for the election matters mentioned in the preceding paragraph shall be sealed and signed by the scrutineers, and shall be properly kept for at least one year. However, if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Law of the place of listing, it shall be preserved until the lawsuit is concluded.
Article 15 The resolutions of the shareholders' meeting shall be made into minutes, which shall be signed or sealed by the chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting. The production and distribution of minutes of proceedings may be done electronically.
For the distribution of the minutes mentioned in the preceding paragraph, the company may enter it into the public information observatory designated by the securities regulatory authority of the Republic of China in the form of an announcement.
The minutes of the meeting shall be recorded in accordance with the year, month, day, venue, name of the chairman, method of resolution, essentials of the proceedings and voting results (including statistical weights). When directors and supervisors are elected, each candidate shall be disclosed. People's votes. During the existence of the company, it should be kept permanently.
If the shareholders' meeting is held by video conference, the minutes of the shareholders' meeting shall record the start and end time of the shareholders' meeting, the method of convening the meeting, the name of the chairman and the record, and the name of the chairman of the shareholders' meeting, as well as the events caused by natural disasters, incidents or other force majeure. The handling method and handling situation when an obstacle occurs to the video conferencing platform or participation by video conferencing. In addition to complying with the provisions of the preceding paragraph when convening a video conference of shareholders, the company shall state in the minutes of the meeting

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the alternative measures provided by shareholders who have difficulty participating in video conference.

Article 16 The number of shares acquired by the solicitor, the number of shares represented by the proxy, and the number of shares attended by shareholders in writing or electronically, the company shall, on the day of the shareholders' meeting, prepare a statistical table in the prescribed format and submit it to the shareholders. In the venue is a clear reveal ; If the shareholders' meeting is held by video conference, the company shall upload the above-mentioned information to the video conference platform of the shareholders' meeting at least 30 minutes before the start of the meeting, and continue to disclose it until the end of the meeting.

The company holds a video conference of the shareholders' meeting. When announcing the meeting, the total number of shareholders' shares present shall be disclosed on the video conference platform. The same shall apply if the total number of shares and voting rights of the shareholders attending the meeting are otherwise counted during the meeting. The resolutions of the shareholders' meeting, if there is any material information stipulated by the laws and regulations of the place where it is listed, or the Taiwan Stock Exchange Co., Ltd. (republic of China securities over-the-counter trading center), the company shall transmit the content to the Republic of China within the specified time. Public information observatory designated by the securities regulatory authority.

Article 17 The executives who handle the shareholders' meeting shall wear identification cards or armbands.

The chairman may direct pickets or security personnel to assist in maintaining order at the venue. When the pickets or security personnel are present to assist in maintaining order, they should wear an armband or identification card with the word "picket". If the venue is equipped with amplifying equipment, the chairman may stop the shareholders from speaking with the equipment provided by the company. If a shareholder violates the rules of procedure and refuses to obey the chairman's corrections, and obstructs the progress of the meeting and fails to comply, the chairman may direct the pickets or security personnel to ask them to leave the venue.

Article 18 When the meeting is in progress, the chairperson may decide to announce a break. In the event of force majeure, the chairperson may decide to suspend the meeting temporarily and announce the time to resume the meeting as the case may be. If the agenda of the shareholders' meeting is not concluded, the venue for the meeting will not be able to continue to be used, and the shareholders' meeting may decide to find

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another venue to continue the meeting.

The shareholders' meeting may decide to postpone or renew the meeting within five days in accordance with the provisions of Article 182 of the Company Law of the place of listing.

Article 19 (Information Disclosure by Video Conference)

If the shareholders' meeting is held by video conference, the company shall immediately disclose the voting results and election results of various proposals on the video conference platform of the shareholders' meeting in accordance with the regulations. And it should continue to expose for at least fifteen minutes after the chairman announces the dismissal of the meeting.

Article 20 (Location of the Chairman of the Video Shareholders' Meeting and the Recording Officer)

When the company holds a video-video shareholders meeting, the chairman and the recorder shall be at the same place in China, and the chairman shall announce the address of the place at the time of the meeting.

Article 21 (Handling of Disconnection)

If the shareholders meeting is convened by video conference, before the chairman announces the adjournment of the meeting, due to natural disasters, incidents or other force majeure events, the video conference platform is blocked or the participation by video conference occurs, and if it lasts for more than 30 minutes, it shall be postponed or renewed within five days. For a meeting, the provisions of Article 182 of the Company Law shall not apply.

In the event of the occurrence of the preceding paragraph, the meeting shall be postponed or continued. Shareholders who have not registered to participate in the original shareholders meeting by video conference shall not participate in the postponed or continued meeting.

In accordance with the provisions of Paragraph 1, the meeting should be adjourned or resumed. Shareholders who have registered to participate in the original shareholders meeting by video and have completed the registration, but who have not participated in the postponed or resumed meeting, the number of shares attended at the original shareholders meeting, the voting rights exercised and Voting rights shall be included in the total number of shares, voting rights and voting rights of shareholders present at the adjourned or continued meeting.

When the shareholders' meeting is postponed or reconvened in accordance with the

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provisions of Paragraph 1, it is not necessary to re-discuss and resolve the resolutions for which the voting and counting of votes have been completed, and the voting results or the list of elected directors and supervisors are announced.

The company convened a video-assisted shareholders meeting. When the first paragraph cannot be continued, if the total number of shares attended by video conferences still reaches the statutory quota for the shareholders' meeting after deducting the number of shares attended by videoconferencing, the shareholders' meeting shall continue. There is no need to postpone or renew the assembly in accordance with the first paragraph.

In the event that the meeting should be continued in the preceding paragraph, the shareholders who participate in the shareholders' meeting by video conferencing shall count the number of shares present in the total number of shares of the shareholders present, but all the resolutions of the shareholders' meeting shall be deemed as abstentions.

The company shall postpone or renew the meeting in accordance with the provisions of Paragraph 1, and shall handle the relevant matters in accordance with the provisions set forth in Article 44-27 of the Standards for the Handling of Shares of Companies Offering Shares, the date of the original shareholders' meeting and the provisions of each of these articles. Pre-work.

The latter paragraph of Article 12 and Paragraph 3 of Article 13 of the Rules for the Use of Power of Attorney for Public Offering Companies to Attend Shareholders' Meetings, and Paragraph 2 of Article 44-5 and Article 44-10 of the Guidelines for the Handling of Share Transactions of Public Offering Companies 5. During the period specified in Paragraph 1 of Article 44-17, the Company shall postpone or renew the date of the shareholders' meeting in accordance with the provisions of Paragraph 1. Article 22 (Disposal of digital drop)

When the company convenes a video conference of shareholders, it shall provide appropriate alternative measures for shareholders who have difficulty in attending the shareholders meeting by video conference.

Article 23 These Rules shall be implemented after being approved by the shareholders' meeting, and the same shall apply to amendments.

Article 24 These rules were made on December 28, 2015.

The first revision date of these rules is December 29, 2016.

The second revision date of this rule is May 29, 2019.

The third revision date of these rules is May 28, 2020.

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The fourth revision date of these rules is July 5, 2021. The fifth revision date of these rules is June 20, 2022.

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Appendix 4 Yong Yi International Group Co., Ltd.

Shareholdings of Directors

As of the date for closure of the registered shareholdings book (August 26, 2024), the shareholdings of all Directors are 796,900 shares.

		Curren	t shareholding
Position	Name	Shares	Shareholding ratio(%)
Director	CHI,CHIAO-ERH	80,000	0.18
Director	TSAI,MAO-BANG	559,900	1.23
Director	HUANG,KUO-CHENG	157,000	0.34
Independent Director	HUANG,YI-TSUNG (Note 4)	0	0
Independent Director	TING,PANG-CHEN	0	0
Independent Director	CHIEN,PING-TSUN	0	0
Independent Director	TSAI,CHUNG-YUAN (Note 4)	0	0
Independent Director	CHENG,YU-WEI	0	0
Shareh	olding of all Directors	796,900	1.75

Note 1: Total issued shares: 45,548,665 shares on. August 26 , 2024.

Note 2: The company has no application of the Securities Exchange Act 26.

Note 3: The company set up the Audit Committee, therefore, the number of shares held by the supervisor is not applicable.
Note 4:Independent directors HUANG,YI-TSUNG and TSAI,CHUNG-YUAN resigned on August 31, 2024.

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AI assistant

Vitafoss International Group Co., Ltd. — Proxy Solicitation & Information Statement 2024

52237_rns_2024-10-11_55daefc0-e51a-4fee-bf60-1699dcaec657.pdf

Stock Code ： 2939

Yong Yi International Group Co., Ltd.

Handbook for the 2024 1st Extraordinary Shareholders’ Meeting (Translation)

Notice to readers

Table of Contents

Yong Yi International Group Co., Ltd. Procedure of 2024 1st Extraordinary Shareholders’ Meeting

Yong Yi International Group Co., Ltd. Agenda of 2024 1st Extraordinary Shareholders’ Meeting

Meeting Open Declaration

Chairperson’s Address

Matters for Election ：

Matters for Discussion ：

Extemporary Motions

Meeting Adjourned

Proposal 1:

Explanation:

Resolution:

Matters for Discussion

Explanation:

Resolution:

Meeting Adjourned

Yong Yi International Group Co., Ltd. Roster of Director (Independent Director) Candidates

Yong Yi International Group Co., Ltd. Roster of Director (Independent Director) Candidates

Yong Yi International Group Co., Ltd. Roster of Director (Independent Director) Candidates

Attachment 2

Yong Yi International Group Co.,Ltd.

Releasing The Restrictions On Directors' Non-Competition

SEVENTH AMENDED AND RESTATED MEMORANDUM

AND

ARTICLES OF ASSOCIATION OF

Yong Yi International Group Co., Ltd 永邑國際集團股份有限公司

THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES

SEVENTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION OF

SEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Yong Yi International Group Co., Ltd 永邑 國際集團股份有限公司

TABLE OF CONTENTS

Table A INTERPRETATION

RESOLUTION AND SUPERMAJORITY RESOLUTION

DIRECTORS AND OFFICERS

MEETINGS OF THE BOARD OF DIRECTORS

CORPORATE RECORDS

58. Form and Use of Seal TENDER OFFER AND ACCOUNTS

(adopted by a Special Resolution passed on June 6, 2024)

Table A

INTERPRETATION

1. Definitions

SHARES

3. Redemption and Purchase of Shares

4. Rights Attaching to Shares

5. Share Certificates

6 . Preferred Shares

REGISTRATION OF SHARES

7. Register of Members

8. Registered Holder Absolute Owner

Transfer of Registered Shares

10. Transmission of Registered Shares

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

11. Alteration of Capital

12. Special Resolution and Supermajority Resolution

13. Variation of Rights Attaching to Shares

DIVIDENDS AND CAPITALISATION

14. Dividends

15. Capital Reserve and Power to Set Aside Profits

16. Method of Payment

17. Capitalisation

MEETINGS OF MEMBERS

18. Annual General Meetings

19. Extraordinary General Meetings

20. Notice

21. Giving Notice

22. Postponement of General Meeting

23 Quorum and Proceedings at General Meetings

24. Chairman to Preside

25. Voting on Resolutions

26 . Proxies

27. Proxy Solicitation

Vitafoss International Group Co., Ltd. Proxy Solicitation & Information Statement 2024

Handbook for the 2024 1^st Extraordinary Shareholders’ Meeting (Translation)

Yong Yi International Group Co., Ltd. Procedure of 2024 1^st Extraordinary Shareholders’ Meeting

Yong Yi International Group Co., Ltd. Agenda of 2024 1^st Extraordinary Shareholders’ Meeting

Yong Yi International Group Co., Ltd 永邑國際集團股份有限公司