Brogent Technologies Inc.
Articles of Incorporation
Chapter 1

General Provisions

Article 1: The Company is constituted in accordance with the Company Act, and shall be known as
Brogent Technologies Inc.
Article 2: The business scope of the Company is as follows:
1. F218010 Information software retailer.
2. F219010 Electronic material retailer.
3. E605010 Computer installation.
4. F118010 Information software wholesaler.
5. F119010 Electronic material wholesaler.
6. I301010 Information software service.
7. I301020 Information processing service.
8. I301030 Electronic information supply service.
9. J601010 Arts service.
10. I401010 General advertising service.
11. J305010 Sound publishing.
12. J602010 Arts performance activity.
13. E603050 Automated control equipment engineering.
14. E604010 Machinery installation.
15. F109070 Wholesale of cultural education, musical instrument, and educational
entertainment necessities.
16. F113010 Machinery wholesaler.
17. F113050 Computer and business machinery wholesaler.
18. F209060 Retailer of cultural education, musical instrument, and educational
entertainment necessities.
19. F213010 Electronic retailer.
20. F213030 Computer and business machinery retailer.
21. F401010 International trade.
22. F601010 Intellectual property rights service.
23. I501010 Product design service.
24. I503010 Landscape and interior design.
25. F213080 Machinery retailer.
26. F213990 Other machinery retailer.
27. J701040 Leisure activity venue service.
28. J701070 Information leisure service.
29. JB01010 Conference and exhibition service.
30. JE01010 Leasing service.
31. ZZ99999 All businesses not prohibited or restricted by law, except those subject tospecial approval.
Article 3: The Company may, based on business requirements and the reciprocity principle, provide
guarantees to external parties which shall be processed in accordance with the Company's

External Commitment Management Regulations.
Article 4: The Company's total reinvestment amount may exceed forty percent (40%) of the net valueof the most recent financial statements and the Board of Directors shall be authorized for its
implementation.
Article 5: The Company is headquartered in Kaohsiung City. Where necessary the Company may
establish branch companies domestically or overseas, subject to the resolution by the Boardof Directors meeting.
Article 6: The Company's public notices shall be made pursuant to Article 28 of the Company Act.
Chapter 2

Shares

Article 7: The Company's total capital has been set at Nine Hundred Million New Taiwan Dollars(NT$ 900,000,000), issuable in ninety million (90,000,000) shares at ten dollars (NT$10)
per share. The Board of Directors is authorized to conduct issuance in installments.
An additional NT$20 million from the capital amount specified in Paragraph 1 shall bereserved for the issuance of employee stock options issuable in two million (2,000,000)
shares at ten dollars (NT$10) per share. The Board of Directors is authorized to conduct
issuance in installments.
Article 7-1: Transfer of shares to employees at prices below the market price or the Company's averagepurchase price can be made subject to the resolution of the most recent shareholders'meeting. The passage of such resolution requires the presence of shareholders
representing more than half of all outstanding shares and a favorable vote by more than
two-thirds of votes present in the meeting.
Article 8: The Company's stocks shall be registered, and affixed with signature or seal of the director
representing a company. The stock shell be issued following certification by the bank whichis competent to certify stock under the law, and are not required to be printed. TheCompany, however, should contact the securities depository and custodian institution forregistration of the share certificates.
Article 8-1: The bought back shares to be transferred by the Company, employee stock option,
restricted employee stock, and the new shares reserved for employees subscription in theCompany’s share offering include employees of subsidiaries of the Company meetingcertain specific qualifications and the Board or the person duly designated by the Board
is authorized to decide such qualifications and allocation.
Article 9: The entries in the List of Shareholders shall not be altered within the period specified in
Article 165 of the Company Act. The Company shall administer all stock-related operationsin accordance with the Company act and the "Regulations Governing the Handling of Stock
Administration of Shareholder Services of Public Companies" promulgated by thecompetent authority.
Chapter 3

Shareholders' meeting

Article 10: The Company holds annual and extraordinary shareholders' meetings. Annual shareholders'meetings shall be convened on a yearly basis and within six months after the end of eachfiscal year, and extraordinary meetings shall be convened when necessary in accordancewith the law. Unless otherwise stipulated in laws and regulations, the shareholders' meeting2shall be convened by the Board of Directors. The notices for the shareholders' meetingprescribed in the preceding Paragraph may be distributed in electronic form, subject toagreement by the recipient thereof.
When the shareholders' meeting is held, it may be held by video conference or other methods
announced by the central competent authority.

Article 11: If a shareholder is unable to attend the shareholders' meeting in person, a proxy can beappointed by presenting a properly signed/sealed proxy form printed in the Company'sprescribed format, while specifying the scope of delegated authority. Shareholders may
appoint proxies according to Article 177 of the Company Act and the "Regulations
Governing the Use of Proxies for Attendance at Shareholder Meetings of PublicCompanies" stipulated by the competent authority.
Article 12: Each shareholder of the Company shall be entitled to one vote for each share. No voting
power shall be granted, however, to shareholders of the Company with shares prescribed inArticle 179 of the Company Act and relevant laws and regulations.
Article 13: Unless otherwise stipulated in the Company Act, any resolutions in a shareholders' meetingshould be approved by a majority vote at a meeting attended by shareholders representing
at least one half of total outstanding shares.
Article 13-1: A proposal to cancel the public issuance of the Company's shares after the public offering
shall be filed for a resolution in the shareholders' meeting. The clause shall remain
unaltered throughout the listing period on the TPEX trading of Emerging Stock trading
and Securities Listings.
Chapter 4Directors and Audit Committee

Article 14: The Company shall have seven to nine Directors, who are elected during shareholders'meetings from among persons of adequate capacity to each serve a term of three years.
Their terms of service may be renewed if they are re-elected in the following election. The
total amount of shares held by all Directors of the Company shall be determined inaccordance with regulations of the competent authority responsible for securities.
The aforementioned Directors shall consist of at least three Independent Directors. A candidate
nomination system shall be adopted in the election and the Independent Directors shall be electedby the shareholders meeting from the list of candidates. Method of nomination shall be governedby the Article 192-1 of the Company Act.
The audit committee shall be composed of all independent directors consist of no less than three
independent directors, one of whom shall be the convener.
The Company may purchase liability insurance for the Directors during their term of office basedon the compensation liabilities associated with their respective business accountabilities. The
Board of Directors is authorized to determine the insurance coverage based on industry practicesand standards.

Article 14-1: The Company's Directors are elected using the single cumulative voting method. Everyshare is vested with voting rights that is equivalent to the number of Directors to beelected. The votes can be concentrated on one candidate or distributed among several
candidates. Candidates with the highest numbers of votes are elected Directors.
Article 15: The Board of Directors shall be comprised of the Directors of the Company. The chairmanof the Board shall be elected by and among the directors by a majority of directors present3

at a meeting attended by more than two-thirds of directors. As necessary, a vice chairman
may be elected by and among the directors in the same manner. The chairman of the Board
shall represent the Company externally.
Article 16: When the Chairperson is on leave or unable to exercise his/her official functions for any
specific reason, an acting Chairperson shall be designated in accordance with Article 208of the Company Act.
Article 16-1: Notices for Board of Directors meetings shall be distributed to the Directors at least
seven days before the meeting. The purpose of the meeting shall be clearly stated in thenotice. However, a Board of Directors meeting may be convened at any time in the eventof an emergency. The notice for meetings may be communicated through written, fax,
email, or other methods.
Article 17: Unless otherwise regulated by the Company Act, Board of Directors resolutions are passed
when there are more than half of all Directors present in a meeting and with more than halfof present Directors voting in favor. If a Director is unable to attend the Board of Directors
meeting in person, the Director may delegate one of the other Directors as a proxy inaccordance with the law. The Director shall in each instance issue a written proxy stating
the scope of authorization with respect to the purpose for the meeting. Any proxyprescribed in the preceding Paragraph, however, shall only represent one Director in themeeting. In case a meeting of the Board of Directors is proceeded via visualcommunication network, the Directors taking part in such a visual communication meetingshall be deemed to have attended the meeting in person.
Article 18: All Directors shall be entitled to remuneration for their execution of duties regardless ofprofits or losses. The Board of Directors is authorized to determine remuneration after
considering their contribution to the Company and the industry's prevailing rates.
Article 18-1: Directors of the Company who occupy job positions within the Company shall be entitledto monthly salaries in accordance with salary standards of regular managerial staff inaddition to the Director or Supervisor remuneration specified in Article 21 of the Articlesof Incorporation.
Chapter 5

Managerial officer

Article 19: The Company may appoint managerial staff. The appointment, dismissal and compensationof such managerial staff shall be governed by Article 29 of the Company Act.
Chapter 6

Accounting

Article 20: The Company's accounting period begins from January 1 and ends on December 31 of eachyear. At the end of each fiscal year, the Board of Directors of the Company shall, inaccordance with relevant laws and regulations, prepare and submit (1) a Business Report (2)Financial Statements (3) Proposals on distribution of earnings or compensation of deficits,etc. to the shareholders at the ordinary meeting of shareholders for their acceptance inaccordance with the legal procedures.
Article 21: In the event the Company makes a profit during the fiscal year, it shall set aside five (5) tofifteen (15) percent of the profits for employee remuneration. The remuneration for
Directors shall be no higher than two percent. However, priority shall be given to funds
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reserved for compensation of the Company’s cumulative losses, if any. The employee
remuneration specified in the preceding paragraph may be distributed by parent-subsidiarymutually in shares or cash and the recipients may include employees of subordinate
companies or controlling companies meeting certain criteria and allocation method, which
the Board of Directors shall be authorized to determine at its discretion. Before
establishment of an audit committee, distribution ratio of remuneration of supervisors isbased on preceding paragraph.
Article 22: Final annual net profit of the Company, if any, shall firstly be allocated for paying businesstax and compensating the deficit of previous years. After adding the items other than thenet profit after tax of the current period into the undistributed earnings of the current year.
Ten percent of the remaining profit shall be allocated as legal reserve. The remaining profit,
along with the accumulated undistributed earnings for the previous year, shall be booked as
the accumulated distributable earnings; however, restrictions shall not apply if the amountof allocated legal reserve has reached the total capital of the Company. The cumulative
distributable profits, with the exception of special reserve to be allocated or reversed as
required by laws or regulations of the competent authority, may be considered for retentionin accordance with business requirements. The remaining sum shall be used for thedistribution of dividends and if funds still remain, a resolution may be passed in theshareholder meeting for the distribution of shareholder bonus.
The company authorizes the board of directors with the attendance of more than two-thirdsof the directors and the resolution of a majority of the directors present to distribute all or apart of dividends and bonuses, capital surplus or legal reserve in cash, and report to theshareholders meeting. The aforementioned provisions that should be resolved by the shareholders’meeting do not apply.

Article 23: The Company is situated in a changing industrial environment, wherein the corporate life
cycle is at a stable growth stage. Considering the Company's capital requirement forcontinuous expansion and business operations, as well as long-term financial planning tosatisfy shareholders needs for cash flow, the Company's dividend policy was formulated
based on the residual dividend policy in the relevant laws and regulations of the Company
Act. Future capital requirements are measured according to the future capital budget planof the Company; capital required for earnings financing shall be retained, and theremaining earnings shall be distributed by way of cash or stock dividend. Particularly, cash
dividend may not be less than 10% of total dividends.
Chapter 7Addendum

Article 24: Any matters not addressed in the Articles of Incorporation shall be governed by theCompany Act and relevant laws and regulations.
Article 25: The Articles of Incorporation were established on October 22, 2001.
The first amendment was made on July 5, 2002.
The second amendment was made on August 23, 2003.
The third amendment was made on June 27, 2004.
The fourth amendment was made on March 25, 2005.
The fifth amendment was made on September 29, 2005.
The sixth amendment was made on June 30, 2006.
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The seventh amendment was made on June 30, 2008.
The eighth amendment was made on February 9, 2010.
The ninth amendment was made on May 31, 2011.
The tenth amendment was made on July 8, 2011.
The eleventh amendment was made on November 23, 2011.
The twelfth amendment was made on June 27, 2012.
The thirteenth amendment was made on June 19, 2013.
The fourteenth amendment was made on June 11, 2014.
The fifteenth amendment was made on May 20, 2015.
The sixteenth amendment was made on May 31, 2016.
The seventeenth amendment was made on May 31, 2017
The eighteenth amendment was made on May 29, 2018
The nineteenth amendment was made on May 29, 2019
The twentieth amendment was made on May 28, 2020.
The twenty-first amendment was made on May 27, 2022.

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