Brogent Technologies Inc.
Procedures for Election of Directors
Article 1
To ensure a just, fair, and open election of directors, the Procedures are adopted
pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for
TWSE/GTSM Listed Companies.
Article 2
Except as otherwise provided by law and regulation or by the Company’s articles ofincorporation, elections of directors shall be conducted in accordancewith these Procedures.
Article 3
The overall composition of the board of directors shall be taken into consideration in theselection of the Company's directors.
Each board member shall have the necessary knowledge, skill, and experience toperform their duties; the abilities that must be present in the board as a whole are as
follows:
1. The ability to make judgments about operations.
2. Accounting and financial analysis ability.
3. Business management ability.
4. Crisis management ability.
5. Knowledge of the industry.
6. An international market perspective.
7. Leadership ability.
8. Decision-making ability.
More than half of the directors shall be persons who have neither a spousal relationshipnor a relationship within the second degree of kinship with any other director.
Article 4
Deleted.
Article 5
The qualifications for the independent directors of the Company shall comply withArticles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directorsand Compliance Matters for Public Companies.
The election of independent directors of the Company shall comply with Articles 5, 6, 7,8, and 9 of the Regulations Governing Appointment of Independent Directors andCompliance Matters for Public Companies, and shall be conducted in accordance with
Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM
Listed Companies.

Article 6
When the number of directors falls below five due to the dismissal of a director for anyreason, the Company shall hold a by-election to fill the vacancy at its next shareholders
meeting. When the number of directors falls short by one third of the total number
prescribed in the Company’s articles of incorporation, the Company shall call a special
shareholders meeting within 60 days from the date of occurrence to hold a by-election tofill the vacancies.
When the number of independent directors falls below that required under the proviso ofArticle 14-2, paragraph 1 of the Securities and Exchange Act, or the related provisions ofthe Taiwan Stock Exchange Corporation rules governing the review of listings, orsubparagraph 8 of the Standards for Determining Unsuitability for GTSM Listing under
Article 10, Paragraph 1 of the GreTai Securities Market Rules Governing the Review ofSecurities for Trading on the GTSM, a by-election shall be held at the next shareholders
meeting to fill the vacancy. When the independent directors are dismissed en masse, aspecial shareholders meeting shall be called within 60 days from the date of occurrence
to hold a by-election to fill the vacancies.
Article 7
The cumulative voting method shall be used for election of the directors at the Company.
Each share will have voting rights in number equal to the directors to be elected, andmay be cast for a single candidate or split among multiple candidates.
Article 8

The board of directors shall prepare separate ballots for directors in numbers
corresponding to the directors to be elected. The number of voting rights associatedwith each ballot shall be specified on the ballots, which shall then be distributed to theattending shareholders at the shareholders meeting. Attendance card numbers printed
on the ballots may be used instead of recording the names of voting shareholders.
Article 9
The number of directors will be as specified in the Company'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 ofpositions, they shall draw lots to determine the winner, with the chair drawing lots onbehalf of any person not in attendance.
Article 10
Before the election begins, the chair shall appoint a number of persons with shareholder
status to perform the respective duties of vote monitoring and counting personnel. The
ballot boxes shall be prepared by the board of directors and publicly checked by the vote

monitoring personnel before voting commences.
Article 11
If a candidate is a shareholder, a voter must enter the candidate's account name andshareholder account number in the "candidate" column of the ballot; for anon-shareholder, the voter shall enter the candidate's full name and identity card number.
However, when the candidate is a governmental organization or juristic-personshareholder, the name of the governmental organization or juristic-person shareholder
shall be entered in the column for the candidate's account name in the ballot paper, orboth the name of the governmental organization or juristic-person shareholder and thename of its representative may be entered. When there are multiple representatives, thenames of each respective representative shall be entered.
Article 12A ballot is invalid under any of the following circumstances:
1. The ballot was not prepared by the board of directors.
2. A blank ballot is placed in the ballot box.
3. The writing is unclear and indecipherable or has been altered.
4. The candidate whose name is entered in the ballot is a shareholder, but the candidate's
account name and shareholder account number do not conform with those given in theshareholder register, or the candidate whose name is entered in the ballot is a
non-shareholder, and a cross-check shows that the candidate's name and identity card
number do not match.
5. Other words or marks are entered in addition to the candidate's account name orshareholder account number (or identity card number) and the number of voting rightsallotted.
6. The name of the candidate entered in the ballot is identical to that of anothershareholder, but no shareholder account number or identity card number is provided
in the ballot to identify such individual.
Article 13
The voting rights shall be calculated on site immediately after the end of the poll, and theresults of the list of persons elected as directors shall be announced by the chair on thesite.
Article 14
The board of directors of the Company shall issue notifications to the persons elected asdirectors.
Article 15
These Procedures and any amendments hereto, shall be implemented after approval by ashareholders meeting.