Stock code:5263

Brogent Technologies Inc.

2022 Annual Meeting of Shareholders
Proceedings Manual

Date: Friday, May 27, 2022
Location: No. 9, Fuxing 4th Rd., Qianzhen District, Kaohsiung City,
Taiwan(Assembly Hall, Building A, Brogent Technologies)

Table of Contents
Page
I.Meeting Procedures .................................................................................................................. 1
II. Meeting Agenda ..................................................................................................................... 2
III.Reports ................................................................................................................................... 3
IV.Ratifications ........................................................................................................................... 4
V.Matters for Discussion and Votes ............................................................................................ 5
VI.Extempore Motions ............................................................................................................... 6
VII.Attachments(1).Business Report ............................................................................................................... 7(2).Audit Committee Audit Report ....................................................................................... 9(3).2021 CPA Audit Report and Financial Report ............................................................... 10(4).Comparison Table of the "Articles of Incorporation" of Brogent Technologies Inc.
before and after Revision .............................................................................................. 19(5).Comparison Table of the "Procedures for the Acquisition or Disposal of Asset" ofBrogent Technologies Inc. before and after Revision ................................................... 22
VIII.Appendices(1).Articles of Incorporation ............................................................................................... 37(2).Procedures for the Acquisition or Disposal of Assets ................................................... 42(3).Procedures for Election of Directors ............................................................................. 58(4).Rules of Procedure for Shareholders Meetings.............................................................. 61(5).Shareholding Status of Directors ................................................................................... 69

Brogent Technologies Inc.
Proceedings of the 2022 Annual Meeting of Shareholders
1) Call to Order
2) Chairperson’s Remarks
3) Reports
4) Ratifications
5) Matters for Discussion and Votes
6) Extempore Motions
7) Meeting Adjourned

1Brogent Technologies Inc.
Agenda of the 2022 Annual Meeting of Shareholders
Meeting Type: Physical Shareholders Meeting
Time: 9:00AM, Friday, May 27, 2022
Venue: No. 9, Fuxing 4th Road, Qianzhen District, Kaohsiung City (Assembly Hall,
Building A, Brogent Technologies)
1) Call to Order (respective holding of shareholders present announced)
2) Chairperson’s Remarks
3) Reports(1): 2021Business Report.
(2): 2021 Audit Committee Audit Report(3): The status of issuing corporate bonds4) Ratifications(1): 2021 Business Report and Financial Report.
(2): 2021 Deficit Compensation Statement.
5) Matters for Discussion and Votes(1): Amendment to “Articles of Incorporation”.
(2): Amendment to “Procedures for Acquisition or Disposal of Assets”.
(3): The case of by-election of a director.
(4): The proposal for lifting the ban on competition between newly elected
Directors and their representatives.
6) Extempore Motions
7) Meeting Adjourned2

Reports
I: The 2021 Business Report is hereby submitted for review.
Please refer to Attachment 1 on page 7-8 of the Manual for the Business Report.
II: The 2021 Audit Committee Audit Report is hereby submitted for review.
Please refer to Attachment 2 on page 9 of the Manual for the Audit Committee
Audit Report.
III: The status of issuing corporate bonds is hereby submitted for review.
Explanation: The status of issuing corporate bonds is as follows:
Third domestic unsecured
Forth domestic unsecured
convertible bonds
convertible bonds
2020.10.12
2020.10.15
Issue date
NTD$100,000
NTD$100,000
Par value
Issue price
Issued by 101.64% of par value
Issued by par value
Total value
NTD$700,000,000
NTD$500,000,000
Interest rate0%0%
5 year
4 yearExpiration date
Expiration date: Oct. 12, 2025
Expiration date: Oct. 15, 2024
Assurance
None
Noneinstitution
Except for the repayment by the Except for the repayment by thecompany, sell of the bondcompany, sell of the bondholders or person who convert, holders or person who convert,
Repayment
when it comes to expiration, the when it comes to expiration, thecompany will repay per parcompany will repay per parvalue along with interest byvalue along with interest by
cash.
cash.
Outstanding
NTD$327,400,000 元NTD$322,300,000
principal
Till March 29,2022 bookclosing dateAmount of execution on conversion Amount of execution on conversion
bonds: NT$177,700,000; total
amount of the bonds: NT$372,600,000; total
corporate(converted) common shares:(converted) common shares:
bonds
3,548,489
1,668,459
convertible
into shares
The possible
dilutionconditions andinfluence onshareholders'
No great influences yet
No great influences yet
equity causedby the issuanceand conversion
and the termsof issuanceType

3

Ratifications
Item 1: The 2021 Business Report and Financial Report are hereby submitted for
ratification. (Proposed by the Board of Directors)
Explanation: 1.The Company's 2021 Financial Report has been audited by CPAs
Chiu-Yen Wu and Li-Yuan Kuo of Deloitte & Touche. The Financial
Report and Business Report have been forwarded to the Audit
Committee for review, and the written Audit Report is submitted forapproval.
2. The Company's 2021 Business Report (please refer to Attachment 1
on page 7-8 of the Manual) and Financial Report (please refer toAttachment 3 on page 10-18 of the Manual).
3. The reports are hereby submitted for ratification.
Resolution:
Item 2: The 2021 Deficit Compensation Statement is hereby submitted for
ratification. (Proposed by the Board of Directors)
Explanation: 1. The Company's 2021 Deficit Compensation Statement is asfollows:
BROGENT TECHNOLOGIES INC.
Deficit Compensation Statement
2021

UNIT：NT$
AmountItem

Subtotal

Deficit un-compensated at beginning of
2021

Total
(48,971,608)

ADD(LESS)：
Remeasurement of defined benefit plan

(280,386)

Retained earnings adjusted for investments
accounted for using equity method(516,215)

Net loss of 2021

(131,956,870)

accumulated deficit(132,753,471)

Deficit un-compensated at end of 2021

(181,725,079)

Chairman:
General Manager:
2. The reports are hereby submitted for ratification.
Resolution:

4

Accounting Manager:

Matters for Discussion and Votes
Item 1: The amendment of clauses of the “Articles of Incorporation” is hereby
submitted for discussion. (Proposed by the Board of Directors)
Explanation: 1. Revised in accordance with amendment in laws and regulations,amendments for clauses of the Company's “Articles ofIncorporation” are proposed.
2. Please refer to Attachment 4 on page 19-21 of the Manual for theComparison Table of the "Articles of Incorporation" before and afterrevision.
3. Submitted for discussion.
Resolution:
Item 2: The amendment of clauses of the “Procedures for Acquisition or Disposal of
Assets” is hereby submitted for discussion. (Proposed by the Board of
Directors)
Explanation: 1. Revised in accordance with establishment of audit committee, it is
proposed to revise “Procedures for Acquisition or Disposal of
Assets”.
2. Please refer to Attachment 5 on page 22-36 of the Manual for theComparison Table of the “Procedures for Acquisition or Disposalof Assets” before and after revision.
3. Submitted for discussion.
Resolution:
Item 3: A vote is hereby called for the case of by-election of a director. (Proposed by
the Board of Directors)
Explanation: 1. There is one vacancy in the current board of directors, and it isplanned to cooperate with this general meeting of shareholders tohandle by-election matters.
2. The Director elected this time shall serve a term from May 27,
2022 to May 27, 2023, in order to complement the term of theoriginal directors.
3. According to Article 14 of the Company's Articles of Incorporation,
Directors are elected on a candidate nomination system. The list of
candidates for Director Information is as follows:
LARGOU MORI CO., LTD
Representative
CHENG SHENHAO
The doctorate degree of Meiji University/Graduate School of Commerce.
LARGOU MORI CO., LTD
Chairman

Name
Education
Experience5

Number of shares held

1,688,888 shares

4. Submitted for election.
Resolution:
Item 4: The proposal for lifting the ban on competition between newly elected
Directors and their representatives is hereby submitted for discussion.
(Proposed by the Board of Directors)
Explanation: 1. Pursuant to Article 209 of the Company Act, a Director who acts forhimself or on behalf of another person within the scope of theCompany's business operations shall explain to the meeting ofshareholders the essential contents of such act and obtain approval.
2. To make use of the expertise and related experience of the Company's
Directors, the lift of the ban on competition between newly elected
Directors and their representatives is hereby submitted for approval in
the 2022 Annual Shareholders Meeting in accordance with the law.
3. The details of the proposed shareholders' general meeting to dismiss
directors' competition are as follows:
Title
Director

Name
CHENG

Other positions
LARGOU MORI CO., LTD(TW)

Chairman
SHENHAO LARGOU MORI CO., LTD(JAPAN)
Chairman

4. Submitted for discussion.
Resolution:

Extempore motions
Meeting adjourned

6

(Attachment 1)

Brogent Technologies Inc.
Business Report
1) Operating policies
In 2022, Brogent Group will step forward toward the following directions: 1.
Develop diversified product lines, expand the penetration rate of the entertainment
market, and continue to enhance technical capabilities and refine core technologies. 2.
Continue to deepen and expand the operating locations, and strengthen the digitalcontent database (including IP authorization, etc.) to diversify the sources of cash
inflow and increase the proportion of revenue from non-amusement equipment sales.
3. Expand the scope of business services and provide comprehensive service solutions,
including but not limited to digital content design field, field theme design, on-site
operation, etc.
Brogent has been in the market layout of immersive simulation equipment for along time. In addition to continuously investing in R&D optimization and expansionof the product line, Brogent has also set up an independent digital content production
team to match the Metaverse topic and seize the opportunity in the entertainment
market. In the future, the results of the economic recovery can be expected.

2) Business Plan Implementation Results
The Company's net operating revenue in 2021 amounted to NT$787.749 million,a decrease of approximately 25.87% from the net operating revenue of NT$1,062.899
million in 2020. The Company's net loss in the current period amounted to
NT$133.323 million, an increase of 157.59% from the net loss of NT$51.758 million
in 2020.

3) Operating Income and Budget Execution(1) Operating Income
The categories of consolidated operating revenue in 2021 included project
revenue, service revenue, ticket revenue and other operations, and the total amount
was NT$787.749 million. Affected by COVID-19, the progress of projects and neworders was relatively delayed; as a result, the income recognition was postponed.
(2) Operating Expenses
Total consolidated operating expenses in 2021 amounted to NT$556.641 million,
an increase of NT$31.701 million from the NT$524.940 million of 2020. Although
the global economic development is currently affected by changes in the COVID-19
pandemic, it is predicted that the pandemic will slow down over time and theeconomy will recover. Therefore, the company continues to improve the products’marketing and research and development.

4) Profitability Analysis
The Company's operating expense ratio increased 6.04% and net profits
increased 157.59% compared with 2020, mainly affected by COVID-19 and theglobal stock and foreign exchange markets. The Company will maximize
shareholder’s value through product diversification, revenue diversification, high-end
technology, and strong competitive advantages in 2022.

7

5) Research and Development
To maintain core competitiveness, Brogent will keep engaging in advanced
technological R&D and innovative applications and implement product-centric design
and research as well as systematic management to maintain the leading position of
products and technologies. The R&D expenses increased NT$40.436 million
compared with 2020. The R&D expenses were invested mainly in the optimizationand improvement of our mid-and small-sized products. In addition, to optimize
product design and manufacturing process and reduce costs, we have also obtained
patents from various countries through continuous innovation and research anddevelopment, raising the entry barrier and highlighting the competitiveness ofenterprises.

Chairman:

General Manager:

Accounting Manager:8

(Attachment 2)

Brogent Technologies Inc.
Audit Committee Audit Report
The Business Report, Financial statements and Deficit Compensation
Statement of 2021 prepared by the Board of Directors have been audited andcertified by Chiu-Yen Wu and Li-Yuan Kuo of Deloitte & Touche. After
reviewing such documents, this Audit Committee found no nonconformity, in
accordance with Article 14-4 of the Securities and Exchange Act and Article
219 of the Company Act.
To

2022Annual Shareholders Meeting of Brogent Technologies Inc.

Audit Committee Convener:

March 8, 2022

9

(Attachment 3)

INDEPENDENT AUDITORS’ REPORTThe Board of Directors and Shareholders
Brogent Technologies Inc.
OpinionWe have audited the accompanying consolidated financial statements of Brogent Technologies Inc.
(the “Corporation”) and its subsidiaries (collectively referred to as the “Group”), which comprise theconsolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements ofcomprehensive income, changes in equity and cash flows for the years then ended, and the notes to theconsolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its
consolidated financial performance and its consolidated cash flows for the years then ended inaccordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers
and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS),IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the
Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of
Financial Statements by Certified Public Accountants and auditing standards generally accepted in the
Republic of China. Our responsibilities under those standards are further described in the Auditors’
Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are
independent of the Group in accordance with The Norm of Professional Ethics for Certified Public
Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities inaccordance with these requirements. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements for the year ended December 31, 2021. These matterswere addressed in the context of our audit of the consolidated financial statements as a whole, and informing our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31,
2021 is stated as follows:
The recognition of construction contract revenue
Construction contract revenue, the main operating revenue of the Group, is recognized over time. The
Group recognizes revenue upon satisfaction of a performance obligation based on the input method.
Due to the manual calculation and judgment, which involves critical accounting estimates, accuracy of
the recognition of construction contract revenue is deemed to be a key audit matter.
Refer to Notes 4, 5 and 23 for accounting policy on construction contract, accounting estimates andassumptions, and details of construction revenue.
10

We performed the following audit procedures on the above key audit matter:
1. We understood and tested the design and operating effectiveness of the internal control relevant to theaccuracy of recognition of the construction contract revenue, including the measurement of the percentage
of completion.
2. We verified and recalculated, on a sampling basis, the accuracy of the percentage of completion, including
the related supporting documents.
3. We recalculated the sampled construction contract revenue measured by the percentage of completion, andchecked whether it was recognized correctly.

Other Matter
We have audited the parent company only financial statements of the Corporation as of and for theyears ended December 31, 2021 and 2020 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with the Regulations Governing the Preparation of Financial Reports by
Securities Issuers, and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial
Supervisory Commission of the Republic of China, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are freefrom material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing theGroup’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate
the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing theGroup’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not aguarantee that an audit conducted in accordance with the auditing standards generally accepted in the
Republic of China will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic ofChina, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Group’s internal control.
113. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditors’ report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions andevents in a manner that achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We areresponsible for the direction, supervision, and performance of the group audit. We remain solely
responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships andother matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the consolidated financial statements for the year ended
December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because theadverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Chiu-Yen Wu
and Li-Yuan Kuo.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 8, 2022
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated
financial position, financial performance and cash flows in accordance with accounting principles andpractices generally accepted in the Republic of China and not those of any other jurisdictions. The
standards, procedures and practices to audit such consolidated financial statements are thosegenerally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated
financial statements have been translated into English from the original Chinese version prepared andused in the Republic of China. If there is any conflict between the English version and the original
Chinese version or any difference in the interpretation of the two versions, the Chinese-language
independent auditors’ report and consolidated financial statements shall prevail.
12

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETSDECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars)
December 31, 2021
Amount%ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at amortized cost - current (Notes 4, 8 and 31)
Notes receivable (Notes 4 and 9)
Accounts receivable, net (Notes 4, 5 and 9)
Contract assets - current (Note 4, 5 and 23)
Current tax assets (Notes 4 and 25)
Inventories (Notes 4 and 10)
Prepayments
Other current assets$

864,341
380,382
202,598
21,164204,919
1,119,428
20
237,987
120,941
20,697

17
8
4
4
22
5
2
-

59

3,172,477

62

291,657
54,631
1,506
976,416
308,417
166,000
76,44415,034
68,697

6
1
20
7
4
2
1

283,334
50,0603,331
957,475
341,151
183,694
39,48013,537
4,599
63,874

5
1
19
7
4
1
1

1,958,802

41

1,940,535

38$ 4,776,439

100$ 5,113,012

100

Total current assets
NONCURRENT ASSETS
Financial assets at fair value through profit or loss - noncurrent (Notes 4 and 7)
Financial assets at amortized cost - noncurrent (Notes 4, 8 and 31)
Investments accounted for using equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 13 and 31)
Right-of-use assets (Notes 4 and 14)
Intangible assets (Notes 4 and 15)
Deferred tax assets (Notes 4 and 25)
Refundable deposits
Prepayments for investments
Other noncurrent assets
Total noncurrent assets
TOTAL

675,485
287,613103,001
216,053
1,172,733
325
223,297
121,126
18,004

14
6
2
4
25
5
3
-

2,817,637

December 31, 2020
Amount%$LIABILITIES AND EQUITYCURRENT LIABILITIESShort-term borrowings (Note 16)
Notes payable (Note 18)
Accounts payable (Note 18)
Contract liabilities - current (Note 23)
Other payables (Note 19)
Current tax liabilities (Notes 4 and 25)
Provisions - current (Note 4)
Lease liabilities - current (Notes 4 and 14)
Current portion of long-term borrowings (Note 16)
Current portion of bonds payable (Notes 4 and 17)
Other current liabilities$

Total current liabilities
NONCURRENT LIABILITIESBonds payable (Notes 4 and 17)
Long-term borrowings (Note 16)
Deferred tax liabilities (Notes 4 and 25)
Lease liabilities - noncurrent (Notes 4 and 14)
Net defined benefit liabilities - noncurrent (Notes 4 and 20)
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 22)
Share capital
Ordinary shares
Advance receipts for ordinary share
Total share capital
Capital surplus
Retained earnings (deficit to be compensated)
Legal reserve
Special reserve
Accumulated deficit
Total retained earnings (deficit to be compensated)
Other equity
Total equity attributable to owners of the Corporation
NON-CONTROLLING INTERESTS (Note 22)
Total equity
TOTAL

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

13

155,085
1,388
87,236
65,77279,0146,442
5,122
60,133103,828315,027
2,316

3
2
1
2
1
2
7
-

881,363$

216,207
11,571
99,294
136,754
60,733
5,918
2,380
56,16150,258
1,596

4
2
3
1
1
1
-

18

640,87212

319,291
227,560
41,141
273,676
-

6
5
1
6
-

1,155,660
306,277
42,251
309,631
9,294

23
6
1
6
-

861,668

18

1,823,113

36

1,743,031

36

2,463,985

48

573,641
36,003609,6442,501,234

12
1
13
53

557,474
557,474
2,021,953

11
11
40

127,421
14,857(181,725)(39,447)(39,431)

3
(4)
(1)
(1)

127,421
14,857(48,972)
93,306(26,464)

3
(1)
2
(1)

3,032,000

642,646,269

52

1,408

-

2,758

-

3,033,408

64

2,649,027

52$ 4,776,439

100$ 5,113,012

100

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars, Except Loss Per Share)

2021
Amount%2020
Amount%787,749100$ 1,062,899

100

OPERATING COSTS (Notes 10 and 24)

411,24352

560,48353

GROSS PROFIT

376,50648

502,41647

OPERATING EXPENSES (Notes 9, 23 and 24)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss

53,715
248,857
207,749
46,320732
26
655,382
240,125
167,313
62,1205
22
16
6

556,64171

524,940

49

OPERATING LOSS

(180,135)(23)(22,524)(2)

NON-OPERATING INCOME AND EXPENSES(Note 24)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of associates accounted
for using the equity method

5,337
51,114
2,994(27,063)

1
6
(3)

8,493
38,687(38,434)(29,202)

1
4
(4)
(3)

(6,029)

(1)

1,142

-

Total non-operating income and expenses

26,353

3(19,314)(2)

LOSS BEFORE INCOME TAX(153,782)(20)(41,838)(4)

INCOME TAX EXPENSE (BENEFIT) (Notes 4
and 25)(20,459)

(3)

9,920

1

NET LOSS FOR THE YEAR

(133,323)(17)(51,758)

(5)

(350)

-

(484)

-

70

-

(237)
(Continued)

NET OPERATING REVENUE (Notes 4, 5, 23 and30)

Total operating expenses

OTHER COMPREHENSIVE INCOME (Notes 20
and 22)Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans
Income tax relating to items that will not bereclassified subsequently to profit or loss

14$

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars, Except Loss Per Share)

2020
Amount%(10,173)

(1)

-

(840)

-

(14,864)(2)(11,734)(1)

TOTAL COMPREHENSIVE LOSS FOR THE
YEAR$ (148,187)

(19)

$

(63,492)(6)

NET LOSS ATTRIBUTABLE TO:
Owners of the Corporation
Non-controlling interests$ (131,956)(1,367)(17)-$(49,184)(2,574)(5)-$ (133,323)

(17)

$

(51,758)(5)$ (145,203)(2,984)(19)-$(61,512)(1,980)(6)-$ (148,187)

(19)

$

(63,492)(6)

Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translation of thefinancial statements of foreign operations
Share of the other comprehensive loss of
associates accounted for using the equity
method2021
Amount%(14,229)

(2)

(355)

$

Other comprehensive loss for the year, netof income tax

TOTAL COMPREHENSIVE LOSSATTRIBUTABLE TO:
Owners of the Corporation
Non-controlling interests

LOSS PER SHARE (Note 26)
Basic
Diluted$$(2.31 )
(2.31 )$$$

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

15(0.88 )
(0.88 )

(Concluded)

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars)

Equity Attributable to Owners of the Corporation

Ordinary
SharesBALANCE AT JANUARY 1, 2020
Appropriation of 2019 earnings (Note 22)$557,474

Advance
Receipts for
Ordinary
Share$

Retained Earnings (Deficit to be Compensated)
Unappropriated

Other Equity
Exchange
Differences on
Translation of
Foreign

Capital Surplus

Legal Reserve

Special Reserve

Operations

$

$

$

-

1,968,156

90,809----36,612--

14,857---36,612

14,857Net loss in 2020-

Other comprehensive income (loss) in 2020, net ofincome tax

-

-

-

Total comprehensive loss in 2020

-

-

-

Legal reserve
Special reserve
Cash dividends of ordinary shares

Difference between consideration and carrying
amount of subsidiaries acquired or disposed (Note11)
Changes in percentage of ownership interest in
subsidiaries
Additional non-controlling interest recognized on
issue of employee share options by subsidiaries
Equity components of issued convertible bonds(Note 17)BALANCE AT DECEMBER 31, 2020

Total comprehensive loss in 2021
Convertible bonds converted to ordinary shares
Changes in percentage of ownership interest in
subsidiaries
Additional non-controlling interest recognized on
issue of employee share options by subsidiaries

BALANCE AT DECEMBER 31, 2021$$

366,375$

Total(14,857)$

Interests

2,967,957$

73,173$-

3,041,130-(363,655)(49,184)-(312,186)--(49,184)(2,574)(312,186)(51,758)

-

-

(721)

(11,607)(12,328)594(11,734)---(49,905)(11,607)(61,512)(1,980)(63,492)

-

-

-

-

(1,787)-(1,787)(68,719)(70,506)

-

-

(3)

-

-

-

-

(3)

3

-

-

-

-

-

-

-

-

-

281

281

-

-

53,800----53,800-53,800557,474-

2,021,953

127,421

14,857--(48,972)(131,956)(280)(26,464)-2,646,269(131,956)(13,247)

2,758(1,367)(1,617)2,649,027(133,323)(14,864)--

Total Equity(36,612)(14,857)(312,186)-

Net loss in 2021
Other comprehensive loss in 2021, net of income tax

Earnings

Non-controlling(312,186)(12,967)(312,186)

-

-

-

-

-

(145,203)
532,564(2,984)

480,394-(12,967)

36,003-(132,236)

16,167-(148,187)
532,564--(1,113)

-

-

(517)

-

(1,630)

1,630

-

-

-

-

-

-

-

-

-

4

4

573,641$

36,003$2,501,234$

127,421

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

16$

14,857$(181,725)$(39,431)$3,032,000

$

1,408

$

3,033,408

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars)
2021
CASH FLOWS FROM OPERATING ACTIVITIESLoss before income tax
Adjustments for:
Income and expenses
Depreciation expense
Amortization expense
Expected credit loss
Net (gain) loss on fair value changes of financial assets andliabilities at fair value through profit or loss
Finance cost
Interest income
Share of profit or loss of associates accounted for using the equity
methodLoss (gain) on disposal of property, plant and equipment
Loss on inventories
OthersChanges in operating assets and liabilities
Financial assets mandatorily classified as at fair value throughprofit or loss
Notes receivable
Accounts receivable
Contract assets
Inventories
Prepayments
Other current assets
Notes payable
Accounts payable
Contract liabilities
Other payables
Provisions
Other current liabilities
Net defined benefit liabilities
Cash generated (used in) from operations
Income tax paid
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost
Proceeds from sale of financial assets at amortized cost
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Decrease (increase) in other noncurrent assets

17$(153,782)

2020$(41,838)

117,349
33,882
46,320113,739
30,841
62,120(23,991)
27,063(5,337)

10,097
29,202(8,493)

6,029
2,036
1,875
515

(1,142)(192)
1,456(1,224)

100,623
21,164(47,862)(62,808)
12,815(2,889)2,604(10,183)(12,058)(70,982)
20,2732,742
720(9,644)(3,526)(17,019)(126,926)(21,093)
70,955(134,880)
55,556
94,511
16,256(2,430)16,911(26,029)(70,540)52(30)
71
66,950(68,156)(20,545)(1,206)(77,849)
169,834(99,553)1,534(1,770)(15,010)(4,783)(795,765)
887,365(48,077)
2,435
(887)
(40,291)
6,219(Continued)

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars)

2021
Interest received

$

5,337

2020
$

8,493

(22,260)

19,492(61,122)
120,588(145,705)(40,741)(13,363)

24,8671,206,229
25,895(737,527)(34,980)(312,186)(70,506)(25,102)(140,343)

76,690(5,708)(5,452)NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS(188,856)

89,524

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR

864,341

774,817

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings
Issuance of convertible bonds
Proceeds from long-term borrowings
Repayment of long-term borrowings
Repayment of the principal portion of lease liabilities
Cash dividends distributed
Acquisition of subsidiaries
Interest paid
Net cash generated from (used in) financing activities

EFFECT OF EXCHANGE RATE CHANGES ON THE
BALANCE OF CASH AND CASH EQUIVALENTS HELD IN
FOREIGN CURRENCIESCASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR$

675,485

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

18$864,341(Concluded)

(Attachment 4)
Comparison Table of the "Articles of Incorporation" of Brogent Technologies Inc.
before and after Revision
Article Number
Article10

Before Revision
The Company holds annual andextraordinary 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 whennecessary in accordance with thelaw. Unless otherwise stipulated
in laws and regulations, theshareholders' meeting shall be
convened by the Board of
Directors. The notices for theshareholders' meeting prescribedin the preceding Paragraph may
be distributed in electronic form,
subject to agreement by therecipient thereof.

Article 14

The Company shall have seven tonine Directors, who are electedduring shareholders' meetingsfrom 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 ofshares held by all Directors of theCompany shall be determined inaccordance with regulations of
the competent authority
responsible for securities.
The aforementioned Directors
shall consist of three Independent
Directors. A candidate
nomination system shall be
adopted in the election and theIndependent Directors shall beelected by the shareholders
meeting from the list of
candidates. Method of
nomination shall be governed by
the Article 192-1 of the Company
Act.

After Revision
The Company holds annual andextraordinary 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 whennecessary in accordance with thelaw. Unless otherwise stipulated
in laws and regulations, theshareholders' meeting shall be
convened by the Board of
Directors. The notices for theshareholders' meeting prescribedin the preceding Paragraph may
be distributed in electronic form,
subject to agreement by therecipient thereof.
When the shareholders' meetingis held, it may be held by videoconference or other methods
announced by the centralcompetent authority.
The Company shall have seven tonine Directors, who are electedduring shareholders' meetingsfrom 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 ofshares held by all Directors of theCompany 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 systemshall be adopted in the election
and the Independent Directors
shall be elected by theshareholders meeting from the listof candidates. Method of
nomination shall be governed by
the Article 192-1 of the Company
Act.
19

Description
Added inaccordance with
amendment inlaws

Revised inaccordance with
amendment inlawsArticle 22

The Company shall have the audit
committee which shall becomposed of all independent
directors consist of no less than
three independent directors, oneof whom shall be the convener.
The Company may purchaseliability insurance for the
Directors during their term ofoffice based on the compensation
liabilities associated with theirrespective businessaccountabilities. The Board of
Directors is authorized todetermine the insurance coveragebased on industry practices andstandards.
Final annual net profit of theCompany, if any, shall firstly beallocated for paying business tax
and compensating the deficit ofprevious years. Ten percent of theremaining profit shall beallocated as legal reserve. The
remaining profit, along with theaccumulated undistributed
earnings for the previous year,
shall be booked as theaccumulated distributableearnings; however, restrictions
shall not apply if the amount ofallocated legal reserve hasreached the total capital of theCompany. The cumulative
distributable profits, with the
exception of special reserve to beallocated or reversed as requiredby laws or regulations of thecompetent authority, may beconsidered for retention inaccordance with business
requirements. The remaining sum
shall be used for the distributionof dividends and if funds still
remain, a resolution may bepassed in the shareholder meetingfor the distribution of shareholder
bonus.

The audit committee shall becomposed of all independent
directors consist of no less than
three independent directors, oneof whom shall be the convener.
The Company may purchaseliability insurance for the
Directors during their term ofoffice based on the compensation
liabilities associated with theirrespective businessaccountabilities. The Board of
Directors is authorized todetermine the insurance coveragebased on industry practices andstandards.
Final annual net profit of theCompany, if any, shall firstly beallocated for paying business tax
and compensating the deficit ofprevious years. After adding theitems other than the net profit
after tax of the current period into
the undistributed earnings of thecurrent year. Ten percent of theremaining profit shall beallocated as legal reserve. The
remaining profit, along with theaccumulated undistributed
earnings for the previous year,
shall be booked as theaccumulated distributableearnings; however, restrictions
shall not apply if the amount ofallocated legal reserve hasreached the total capital of theCompany. The cumulative
distributable profits, with the
exception of special reserve to beallocated or reversed as requiredby laws or regulations of thecompetent authority, may beconsidered for retention inaccordance with business
requirements. The remaining sum
shall be used for the distributionof dividends and if funds still
remain, a resolution may bepassed in the shareholder meetingfor the distribution of shareholder
bonus.
The company authorizes theboard of directors with theattendance of more than
two-thirds of the directors and the20

Added inaccordance with
amendment inlawsArticle 25

The Articles of Incorporation
were established on October 22,
2001.
Omitted.
The twentieth amendment wasmade on May 28, 2020.

resolution of a majority of thedirectors present to distribute allor a part of dividends andbonuses, capital surplus or legal
reserve in cash, and report to theshareholders meeting. The
aforementioned provisions thatshould be resolved by theshareholders’ meeting do not
apply.
The Articles of Incorporation
were established on October 22,
2001.
Omitted.
The nineteenth amendment wasmade on May 29, 2019.
The twentieth amendment wasmade on May 28, 2020.
The twenty-first amendment wasmade on May 27, 2022.

21

Add the revisiondate and numberof times(Attachment 5)
Comparison Table of the "Procedures for the Acquisition or Disposal of Asset" ofBrogent Technologies Inc. before and after Revision
Article Number
Article 6

Before Revision
Professional appraisers and theirofficers, certified public accounts,
attorneys, and securities
underwriters that provide publiccompanies with appraisal reports,
certified public accountants
opinions, attorney's opinions, orunderwriter's opinions shall not bea related party of any party to thetransaction.
1) May not have previously
received a final and unappeasable
sentence to imprisonment for 1
year or longer for a violation of theAct, the Company Act, theBanking Act of The Republic ofChina, the Insurance Act, theFinancial Holding Company Act,or the Business Entity Accounting
Act, or for fraud, breach of trust,embezzlement, forgery of
documents, or occupational crime.
However, this provision does not
apply if 3 years have alreadypassed since completion of serviceof the sentence, since expiration of
the period of a suspended
sentence, or since a pardon wasreceived.
2) May not be a related party or defacto related party of any party to
the transaction.
3) If the company is required toobtain appraisal reports from two
or more professional appraisers,
the different professional
appraisers or appraisal officers
may not be related parties or defacto related parties of each other.
When issuing an appraisal reportor opinion, the personnel referred
to in the preceding paragraph shallcomply with the following:
1) Prior to accepting a case, theyshall prudently assess their own
professional capabilities, practicalexperience, and independence.
2) When examining a case, theyshall appropriately plan and22

After Revision
Professional appraisers and theirofficers, certified public accounts,
attorneys, and securities
underwriters that provide thecompany with appraisal reports,
certified public accountants
opinions, attorney's opinions, orunderwriter's opinions shall not bea related party of any party to thetransaction.
1) May not have previously
received a final and unappeasable
sentence to imprisonment for 1
year or longer for a violation of theAct, the Company Act, theBanking Act of The Republic ofChina, the Insurance Act, theFinancial Holding Company Act,or the Business Entity Accounting
Act, or for fraud, breach of trust,embezzlement, forgery of
documents, or occupational crime.
However, this provision does not
apply if 3 years have alreadypassed since completion of serviceof the sentence, since expiration of
the period of a suspended
sentence, or since a pardon wasreceived.
2) May not be a related party or defacto related party of any party to
the transaction.
3) If the company is required toobtain appraisal reports from two
or more professional appraisers,
the different professional
appraisers or appraisal officers
may not be related parties or defacto related parties of each other.
When issuing an appraisal reportor opinion, the personnel referred
to in the preceding paragraph shallcomply with the self-regulatory
rules of the industry associations towhich they belong and with thefollowing provisions:
1) Prior to accepting a case, theyshall prudently assess their own
professional capabilities, practical

Description
Revised inaccordance with
amendment inlaws

execute adequate working
procedures, in order to produce a
conclusion and use the conclusionas the basis for issuing the reportor opinion. The related working
procedures, data collected, andconclusion shall be fully andaccurately specified in the caseworking papers.
3) They shall undertake anitem-by-item evaluation of thecomprehensiveness, accuracy, andreasonableness of the sources ofdata used, the parameters, and theinformation, as the basis forissuance of the appraisal report or
the opinion.
4) They shall issue a statement
attesting to the professional
competence and independence ofthe personnel who prepared thereport or opinion, and that they
have evaluated and found that the
information used is reasonable andaccurate, and that they havecomplied with applicable laws andregulations.

Article 74) Appraisal report of real estateand other fixed assets
In acquiring or disposing of realestate or fix assets where thetransaction amount reaches 20
percent of the Company's paid-in
capital or NT$300 million or more,
the Company, unless transactingwith a government agency,
engaging others to build on its own
land, engaging others to build on
rented land, or acquiring or
disposing of machinery or
equipment for business use, shallobtain an appraisal report prior to
the date of occurrence of the eventfrom a professional appraiser andshall further comply with thefollowing provisions:(1) Where due to special
circumstances it is necessary togive a specific market value or
specified market value as areference basis for the transaction
price, the transaction shall be
submitted for approval in advance23

experience, and independence.
2) When conducting a case, theyshall appropriately plan andexecute adequate working
procedures, in order to produce a
conclusion and use the conclusionas the basis for issuing the reportor opinion. The related working
procedures, data collected, andconclusion shall be fully andaccurately specified in the caseworking papers.
3) They shall undertake anitem-by-item evaluation of theappropriateness andreasonableness of the sources ofdata used, the parameters, and theinformation, as the basis forissuance of the appraisal report or
the opinion.
4) They shall issue a statement
attesting to the professional
competence and independence ofthe personnel who prepared thereport or opinion, and that they
have evaluated and found that the
information used is appropriate
and reasonable, and that they havecomplied with applicable laws andregulations.
4) Appraisal report of real estateand other fixed assets
In acquiring or disposing of realestate or fix assets where thetransaction amount reaches 20
percent of the Company's paid-in
capital or NT$300 million or more,
the Company, unless transactingwith a government agency,
engaging others to build on its own
land, engaging others to build on
rented land, or acquiring or
disposing of machinery or
equipment for business use, shallobtain an appraisal report prior to
the date of occurrence of the eventfrom a professional appraiser andshall further comply with thefollowing provisions:(1) Where due to special
circumstances it is necessary togive a specific market value or
specified market value as areference basis for the transaction
price, the transaction shall be
submitted for approval in advance

Revised inaccordance with
amendment inlaws

by the Board of Directors, and thesame procedure shall apply to any
future changes to the terms andconditions of the transaction.
(2) Where the transaction amountis NT$1 billion or more, appraisals
from two or more professional
appraisers shall be obtained.
(3) Where any one of thefollowing circumstances applies
with respect to the professional
appraiser's appraisal results, unless
all the appraisal results for theassets to be acquired are higher
than the transaction amount, or all
the appraisal results for the assets
to be disposed of are lower than
the transaction amount, a certified
public accountant shall be engaged
to perform the appraisal inaccordance with the provisions ofStatements on Auditing Standards
No. 20 published by the
Accounting Research andDevelopment Foundation (ARDF)
and render a specific opinion
regarding the reason for thediscrepancy and theappropriateness of the transaction
price:
1. The discrepancy between theappraisal result and the transaction
amount is 20 percent or more of
the transaction amount.
2. The discrepancy between theappraisal results of two or more
professional appraisers is 10
percent or more of the transaction
amount.
(4) No more than 3 months may
elapse between the date of theappraisal report issued by aprofessional appraiser and thecontract execution date. However,where the publicly announced
current value for the same period
is used and not more than 6months have elapsed, an opinion
may still be issued by the original
professional appraiser.
5) Expert Opinion on Acquisition
and Disposal of Securities
The Company's acquisition or
disposal of securities shall, prior to
the date of occurrence of the event,require financial statements of the24

by the Board of Directors, and thesame procedure shall apply to any
future changes to the terms andconditions of the transaction.
(2) Where the transaction amountis NT$1 billion or more, appraisals
from two or more professional
appraisers shall be obtained.
(3) Where any one of the following
circumstances applies with respect
to the professional appraiser's
appraisal results, unless all theappraisal results for the assets tobe acquired are higher than thetransaction amount, or all theappraisal results for the assets tobe disposed of are lower than thetransaction amount, a certified
public accountant shall be engaged
to render a specific opinion
regarding the reason for thediscrepancy and theappropriateness of the transaction
price:
1. The discrepancy between theappraisal result and the transaction
amount is 20 percent or more of
the transaction amount.
2. The discrepancy between theappraisal results of two or more
professional appraisers is 10
percent or more of the transaction
amount.
(4) No more than 3 months may
elapse between the date of theappraisal report issued by aprofessional appraiser and thecontract execution date. However,where the publicly announced
current value for the same period
is used and not more than 6months have elapsed, an opinion
may still be issued by the original
professional appraiser.
5) Expert Opinion on Acquisition
and Disposal of Securities
The Company's acquisition or
disposal of securities shall, prior to
the date of occurrence of the event,require financial statements of theissuing company for the mostrecent period, certified or reviewed
by a certified public accountant,for reference in appraising thetransaction price, and if the dollar
amount of the transaction is 20

Article 8

issuing company for the mostrecent period, certified or reviewed
by a certified public accountant,for reference in appraising thetransaction price, and if the dollar
amount of the transaction is 20
percent of the Company's paid-in
capital or NT$300 million or more,
the Company shall additionallyengage a certified public
accountant prior to the date ofoccurrence of the event to provide
an opinion regarding thereasonableness of the transaction
price. If the CPA is required to use
the expert report as evidence, the
CPA shall do so in accordance withthe provisions of Statements on
Auditing Standards No. 20
published by the ARDF. Thisrequirement does not apply,
however, to publicly quoted pricesof securities that have an active
market, or where otherwise
provided by the regulations of the
Financial Supervisory Commission(FSC).
6) Expert Opinion Report on
Memberships or Intangible Assets
Where the Company acquires ordisposes of memberships orintangible assets and thetransaction amount reaches 20
percent or more of the Company’s
paid-in capital or NT$300 million
or more, the Company shallengage a certified public
accountant prior to the date ofoccurrence of the event to renderan opinion on the reasonablenessof the transaction price; the CPA
shall comply with the provisions ofStatements on Auditing Standards
No. 20 published by the
Accounting Research andDevelopment Foundation.
1) When the Company engages inany acquisition or disposal of
assets from or to a related party, in
addition to ensuring that the realestate processing procedures
specified in Article 7 are adopted,
related resolution procedures
specified below shall moreover becomplied with and thereasonableness of the transaction
25

percent of the Company's paid-in
capital or NT$300 million or more,
the Company shall additionallyengage a certified public
accountant prior to the date ofoccurrence of the event to provide
an opinion regarding thereasonableness of the transaction
price. This requirement does not
apply, however, to publicly quoted
prices of securities that have an
active market, or where otherwise
provided by the regulations of the
Financial Supervisory Commission(FSC).
6) Expert Opinion Report on
Memberships or Intangible Assets
Where the Company acquires ordisposes of memberships orintangible assets and thetransaction amount reaches 20
percent or more of the Company’s
paid-in capital or NT$300 million
or more, the Company shallengage a certified public
accountant prior to the date ofoccurrence of the event to renderan opinion on the reasonablenessof the transaction price.

1) When the Company engages inany acquisition or disposal of
assets from or to a related party, in
addition to ensuring that the realestate processing procedures
specified in Article 7 are adopted,
related resolution procedures
specified below shall moreover becomplied with and thereasonableness of the transaction

Revised inaccordance with
amendment inlaws

terms by appraised; if thetransaction amount reaches 10
percent or more of the Company's
total assets, the Company shallalso obtain an appraisal reportfrom a professional appraiser or a
CPA's opinion in compliance withthe provisions of the preceding
Section. The "transaction amount"in the preceding paragraph shall becalculated in accordance with theprovisions stipulated in Article
7-1. In addition, when determining
whether the transaction target is arelated party, in addition to noting
its legal status, the actual relations
shall also be taken into
consideration.
2) Assessment and Operating
Procedures
When the Company acquires ordisposes of real estate from or to a
related party, or acquires ordisposes of assets other than realestate from or to a related party
and the transaction amount reaches
20 percent or more of theCompany’s paid-in capital, 10
percent or more of the Company's
total assets, or NT$300 million or
more, the Company may notproceed to enter into a transaction
contract or make a payment until
the following matters have been
approved by the Board of
Directors and ratified by theSupervisors:(1) The purpose, necessity andanticipated benefit of theacquisition or disposal of assets.
(2) The reason for choosing therelated party as a trading
counterparty.
(3) With respect to the acquisitionof real estate from a related party,
information regarding appraisal of
the reasonableness of thepreliminary transaction terms inaccordance with Subparagraphs (1)and (4) of Paragraph 3 of this
Article.
(4) The date and price at which therelated party originally acquired
the real estate, the original trading
counterparty, and that trading
counterparty's relationship to the26

terms by appraised; if thetransaction amount reaches 10
percent or more of the Company's
total assets, the Company shallalso obtain an appraisal reportfrom a professional appraiser or a
CPA's opinion in compliance withthe provisions of the preceding
Section. The "transaction amount"in the preceding paragraph shall becalculated in accordance with theprovisions stipulated in Article 7-1.
In addition, when determining
whether the transaction target is arelated party, in addition to noting
its legal status, the actual relations
shall also be taken into
consideration.
2) Assessment and Operating
Procedures
When the Company acquires ordisposes of real estate from or to a
related party, or acquires ordisposes of assets other than realestate from or to a related party
and the transaction amount reaches
20 percent or more of theCompany’s paid-in capital, 10
percent or more of the Company's
total assets, or NT$300 million or
more, the Company may notproceed to enter into a transaction
contract or make a payment until
the following matters have been
approved by the Board of
Directors and ratified by theSupervisors:(1) The purpose, necessity andanticipated benefit of theacquisition or disposal of assets.
(2) The reason for choosing therelated party as a trading
counterparty.
(3) With respect to the acquisitionof real estate from a related party,
information regarding appraisal of
the reasonableness of thepreliminary transaction terms inaccordance with Subparagraphs (1)and (4) of Paragraph 3 of this
Article.
(4) The date and price at which therelated party originally acquired
the real estate, the original trading
counterparty, and that trading
counterparty's relationship to theCompany and the related party.
(5) Monthly cash flow forecasts
for the year commencing from theanticipated month of signing of thecontract, evaluation of thenecessity of the transaction, andreasonableness of fund utilization.
(6) An appraisal report from a
professional appraiser or a CPA's
opinion obtained in compliancewith the preceding Article.
(7) Restrictive covenants and otherimportant stipulations associatedwith the transaction.
The calculation of the "transaction
amount" referred to in thepreceding Paragraph shall be madein accordance with Article 11,
Paragraph 1 herein, and "within
the preceding year" as used hereinrefers to the year preceding thedate of occurrence of the current
transaction. Items that have been
approved by the Board of
Directors and ratified by theSupervisors in accordance with theprovisions of the Standards neednot be counted toward thetransaction amount.
With respect to the acquisition or
disposal of machinery or
equipment for business use
between the Company and its
subsidiaries, the Company's Boardof Directors may pursuant to
Article 7, Paragraph 2,
Subparagraph 2 delegate the
Chairperson of the Board to decidesuch matters when the transaction
is within a certain amount andhave the decisions subsequently
submitted to and ratified by thenext Board of Directors meeting.
1. Acquisition or disposal ofequipment or right-of-use assets
thereof held for business use.
2. Acquisition or disposal of real
property right-of-use assets held
for business use.
3) Appraisal of the reasonablenessof the transaction price(1) When the Company acquires
real estate from a related party, it
shall evaluate the reasonablenessof the transaction costs by thefollowing means:
27

Company and the related party.
(5) Monthly cash flow forecasts
for the year commencing from theanticipated month of signing of thecontract, evaluation of thenecessity of the transaction, andreasonableness of fund utilization.
(6) An appraisal report from a
professional appraiser or a CPA's
opinion obtained in compliancewith the preceding Article.
(7) Restrictive covenants and otherimportant stipulations associatedwith the transaction.
With respect to the acquisition or
disposal of machinery or
equipment for business use
between the Company and its
subsidiaries, the Company's Boardof Directors may pursuant to
Article 7, Paragraph 2,
Subparagraph 2 delegate the
Chairperson of the Board to decidesuch matters when the transaction
is within a certain amount andhave the decisions subsequently
submitted to and ratified by thenext Board of Directors meeting.
1. Acquisition or disposal ofequipment or right-of-use assets
thereof held for business use.
2. Acquisition or disposal of real
property right-of-use assets held
for business use.
3) Appraisal of the reasonablenessof the transaction price(1) When the Company acquires
real estate from a related party, it
shall evaluate the reasonablenessof the transaction costs by thefollowing means:
1. Based upon the related party's
transaction price plus necessaryinterest on funding and the costs tobe duly borne by the buyer.
"Necessary interest on funding" isimputed as the weighted averageinterest rate on borrowing in theyear the Company purchases theproperty; provided, it may not behigher than the maximum
non-financial industry lending rateannounced by the Ministry of
Finance.
2. Total loan value appraisal froma financial institution where the1. Based upon the related party's
transaction price plus necessaryinterest on funding and the costs tobe duly borne by the buyer.
"Necessary interest on funding" isimputed as the weighted averageinterest rate on borrowing in theyear the Company purchases theproperty; provided, it may not behigher than the maximum
non-financial industry lending rateannounced by the Ministry of
Finance.
2. Total loan value appraisal froma financial institution where therelated party has previously
created a mortgage on the property
as security for a loan; provided, theactual cumulative amount loanedby the financial institution shallhave been 70 percent or more of
the financial institution's appraisedloan value of the property and theperiod of the loan shall have been
1 year or more. However, this shallnot apply where the financial
institution is a related party of oneof the trading counterparties.
(2) Where land and buildings
thereupon are combined as a single
property purchased in one
transaction, the transaction costs
for the land and the buildings may
be separately appraised inaccordance with either of themeans listed in the preceding
paragraph.
(3) When the Company acquires
real estate from a related party andappraises the cost of the real estatein accordance with Paragraph 3,
Subparagraphs (1) and (2) of this
Article, it shall also engage a CPA
to review the appraisal and rendera specific opinion.
(4) Where the Company acquires
real estate from a related party andone of the following circumstances
exists, the acquisition shall only berequired for implementation inaccordance with Paragraphs 1 and
2 of this Article regarding
appraisal and operating procedures
and where the regulations on thereasonableness of the transaction
cost provided in Paragraph 3,
28

related party has previously
created a mortgage on the property
as security for a loan; provided, theactual cumulative amount loanedby the financial institution shallhave been 70 percent or more of
the financial institution's appraisedloan value of the property and theperiod of the loan shall have been
1 year or more. However, this shallnot apply where the financial
institution is a related party of oneof the trading counterparties.
(2) Where land and buildings
thereupon are combined as a single
property purchased in one
transaction, the transaction costs
for the land and the buildings may
be separately appraised inaccordance with either of themeans listed in the preceding
paragraph.
(3) When the Company acquires
real estate from a related party andappraises the cost of the real estatein accordance with Paragraph 3,
Subparagraphs (1) and (2) of this
Article, it shall also engage a CPA
to review the appraisal and rendera specific opinion.
(4) Where the Company acquires
real estate from a related party andone of the following circumstances
exists, the acquisition shall only berequired for implementation inaccordance with Paragraphs 1 and
2 of this Article regarding
appraisal and operating procedures
and where the regulations on thereasonableness of the transaction
cost provided in Paragraph 3,
Subparagraphs (1), (2), and (3) do
not apply:
1. The related party acquired thereal estate through inheritance or
as a gift.
2. More than 5 years will haveelapsed from the time the related
party signed the contract to obtain
the real estate to the signing date
for the current transaction.
3. The real estate is acquired
through signing of a joint
development contract with therelated party, or through engaging
a related party to build real estate,Subparagraphs (1), (2), and (3) do
not apply:
1. The related party acquired thereal estate through inheritance or
as a gift.
2. More than 5 years will haveelapsed from the time the related
party signed the contract to obtain
the real estate to the signing date
for the current transaction.
3. The real estate is acquired
through signing of a joint
development contract with therelated party, or through engaging
a related party to build real estate,either on the Company's own landor on rented land.
4. The real property right-of-use
assets for business use are acquiredby the public company with its
parent or subsidiaries, or by its
subsidiaries in which it directly or
indirectly holds 100 percent of theissued shares or authorized capital.
(5) When the Company acquires
real estate from a related party andappraises the cost of the real estatein accordance with Paragraph 3,
Subparagraphs (1) and (2) of this
Article, and the results are
uniformly lower than thetransaction price, the matter shallbe handled in compliance with theregulations in Paragraph 3,
Subparagraph (6) of this Article.
However, where the following
circumstances exist, objective
evidence has been submitted andspecific opinions on
reasonableness have been obtained
from a professional real estateappraiser and a CPA, thisrestriction shall not apply:
1. Where the related party acquired
undeveloped land or leased landfor development, it may submit
proof of compliance with one of
the following conditions:(i) Where undeveloped land isappraised in accordance with themeans in the preceding Article,
and structures according to therelated party's construction costplus reasonable construction profit
are valued in excess of the actual
transaction price. The "Reasonable
29

either on the Company's own landor on rented land.
4. The real property right-of-use
assets for business use are acquiredby the public company with its
parent or subsidiaries, or by its
subsidiaries in which it directly or
indirectly holds 100 percent of theissued shares or authorized capital.
(5) When the Company acquires
real estate from a related party andappraises the cost of the real estatein accordance with Paragraph 3,
Subparagraphs (1) and (2) of this
Article, and the results are
uniformly lower than thetransaction price, the matter shallbe handled in compliance with theregulations in Paragraph 3,
Subparagraph (6) of this Article.
However, where the following
circumstances exist, objective
evidence has been submitted andspecific opinions on
reasonableness have been obtained
from a professional real estateappraiser and a CPA, thisrestriction shall not apply:
1. Where the related party acquired
undeveloped land or leased landfor development, it may submit
proof of compliance with one of
the following conditions:(i) Where undeveloped land isappraised in accordance with themeans in the preceding Article,
and structures according to therelated party's construction costplus reasonable construction profit
are valued in excess of the actual
transaction price. The "Reasonable
construction profit" shall bedeemed the average grossoperating profit margin of therelated party's construction
division over the most recent 3
years or the gross profit margin forthe construction industry for themost recent period as announced
by the Ministry of Finance,
whichever is lower.
(ii) Completed transactions byunrelated parties within thepreceding year involving otherfloors of the same property orneighboring or closely valued

construction profit" shall bedeemed the average grossoperating profit margin of therelated party's construction
division over the most recent 3
years or the gross profit margin forthe construction industry for themost recent period as announced
by the Ministry of Finance,
whichever is lower.
(ii) Completed transactions byunrelated parties within thepreceding year involving otherfloors of the same property orneighboring or closely valued
parcels of land, where the landarea and transaction terms are
similar after calculation ofreasonable price discrepancies infloor or area land prices inaccordance with standard property
market sale or leasing practices.
2. Where the Company acquires
real estate from a related party andprovides evidence that the terms ofthe transaction are similar to theterms of transactions completed
for the acquisition of neighboring
or closely valued parcels of land ofa similar size by unrelated parties
within the preceding year.
Completed transactions forneighboring or closely valued
parcels of land in the preceding
paragraph in principle refers toparcels on the same or an adjacent
block and within a distance of no
more than 500 meters or parcels
close in publicly announced
current value; transaction forsimilarly sized parcels in principle
refers to transactions completed byunrelated parties for parcels with aland area of no less than 50 percentof the property in the plannedtransaction; within the preceding
year refers to the year preceding
the date of occurrence of theacquisition of the real estate.
(6) When the Company acquires
real estate from a related party andappraises the cost of the real estatein accordance with Paragraph 3,
Subparagraph (1) and (2) of this
Article, and the results are
uniformly lower than the
30parcels of land, where the landarea and transaction terms are
similar after calculation ofreasonable price discrepancies infloor or area land prices inaccordance with standard property
market sale or leasing practices.
2. Where the Company acquires
real estate from a related party andprovides evidence that the terms ofthe transaction are similar to theterms of transactions completed
for the acquisition of neighboring
or closely valued parcels of land ofa similar size by unrelated parties
within the preceding year.
Completed transactions forneighboring or closely valued
parcels of land in the preceding
paragraph in principle refers toparcels on the same or an adjacent
block and within a distance of no
more than 500 meters or parcels
close in publicly announced
current value; transaction forsimilarly sized parcels in principle
refers to transactions completed byunrelated parties for parcels with aland area of no less than 50 percentof the property in the plannedtransaction; within the preceding
year refers to the year preceding
the date of occurrence of theacquisition of the real estate.
(6) When the Company acquires
real estate from a related party andappraises the cost of the real estatein accordance with Paragraph 3,
Subparagraph (1) and (2) of this
Article, and the results are
uniformly lower than thetransaction price, the following
items shall be carried out. Where
the Company uses the equity
method to account for its
investment in a public company
that has set aside a special reserve
under the preceding paragraphmay not utilize the special reserve
until it has recognized a loss on
decline in market value of theassets it purchased at a premium,or they have been disposed of, or
adequate compensation has been
made, or the status quo ante has
been restored, or there is othertransaction price, the following
items shall be carried out. Where
the Company uses the equity
method to account for its
investment in a public company
that has set aside a special reserve
under the preceding paragraphmay not utilize the special reserve
until it has recognized a loss on
decline in market value of theassets it purchased at a premium,or they have been disposed of, or
adequate compensation has been
made, or the status quo ante has
been restored, or there is otherevidence confirming that there wasnothing unreasonable about thetransaction, and the FSC has given
its consent.
1. The Company shall set aside a
special reserve in accordance with
Article 41, Paragraph 1 of the
Securities and Exchange Act
against the difference between thereal estate transaction price and theappraised cost, and may not be
distributed or used for capitalincrease or issuance of bonus
shares. Where a public company
uses the equity method to accountfor its investment in anothercompany, then the special reserve
called for under Article 41,
Paragraph 1 of the Securities andExchange Act shall be set aside
pro rata in a proportion consistent
with the share of public company's
equity stake in the other company.
2. Supervisors shall comply with
Article 218 of the Company Act.
3. Actions taken pursuant to Item 1
and Item 2 of the Subparagraphshall be reported to a shareholders
meeting, and the details of thetransaction shall be disclosed in
the annual report and any
investment prospectus.
(7) When a public company
obtains real estate from a related
party, it shall also comply with
Paragraph 3, Subparagraph (6) of
the Article if there is otherevidence indicating that thetransaction was inconsistent withbusiness practice.
31

evidence confirming that there wasnothing unreasonable about thetransaction, and the FSC has given
its consent.
1. The Company shall set aside a
special reserve in accordance with
Article 41, Paragraph 1 of the
Securities and Exchange Act
against the difference between thereal estate transaction price and theappraised cost, and may not be
distributed or used for capitalincrease or issuance of bonus
shares. Where a public company
uses the equity method to accountfor its investment in anothercompany, then the special reserve
called for under Article 41,
Paragraph 1 of the Securities andExchange Act shall be set aside
pro rata in a proportion consistent
with the share of public company's
equity stake in the other company.
2. Supervisors shall comply with
Article 218 of the Company Act.
3. Actions taken pursuant to Item 1
and Item 2 of the Subparagraphshall be reported to a shareholders
meeting, and the details of thetransaction shall be disclosed in
the annual report and any
investment prospectus.
(7) When a public company
obtains real estate from a related
party, it shall also comply with
Paragraph 3, Subparagraph (6) of
the Article if there is otherevidence indicating that thetransaction was inconsistent withbusiness practice.
If a public company or asubsidiary thereof that is not adomestic public company will
have a transaction set out inparagraph 2and the transaction
amount will reach 10 percent ormore of the public company’s total
assets, the public company shallsubmit the materials in all the
subparagraphs of paragraph 2 tothe shareholders meeting for
approval before the transaction
contract may be entered into andany payment made. However, thisrestriction does not apply totransactions between the publicArticle 111) Under any of the following
circumstances, a public company
acquiring or disposing of assets
shall publicly announce and report
the relevant information on the
FSC's designated website in theappropriate format as prescribedby regulations within 2 days
counting inclusively from the dateof occurrence of the event:(1) Acquisition or disposal of real
property or right-of-use assets
thereof from or to a related party,
or acquisition or disposal of assets
other than real property orright-of-use assets thereof from or
to a related party where thetransaction amount reaches 20
percent or more of paid-in capital,
10 percent or more of thecompany's total assets, or NT$300
million or more; provided, thisshall not apply to trading ofdomestic government bonds orbonds under repurchase and resaleagreements, or subscription orredemption of money market funds
issued by domestic securities
investment trust enterprises.
(2) Merger, demerger, acquisition,
or transfer of shares.
(3) Losses from derivatives trading
reaching the limits on aggregate
losses or losses on individual
contracts set out in the procedures
adopted by the company.
(4) Where equipment orright-of-use assets thereof forbusiness use are acquired or
32company and its parent company
or subsidiaries or between its
subsidiaries.
The calculation of the transaction
amounts referred to in paragraph 2
and the preceding paragraph shallbe made in accordance with Article
11, paragraph 1 herein, and "within
the preceding year" as used hereinrefers to the year preceding thedate of occurrence of the current
transaction. Items that have been
approved by the shareholders
meeting or board of directors andrecognized by the supervisors neednot be counted toward thetransaction amount.
1) Under any of the following
circumstances, a public company
acquiring or disposing of assets
shall publicly announce and report
the relevant information on the
FSC's designated website in theappropriate format as prescribedby regulations within 2 days
counting inclusively from the dateof occurrence of the event:(1) Acquisition or disposal of real
property or right-of-use assets
thereof from or to a related party,
or acquisition or disposal of assets
other than real property orright-of-use assets thereof from or
to a related party where thetransaction amount reaches 20
percent or more of paid-in capital,
10 percent or more of thecompany's total assets, or NT$300
million or more; provided, thisshall not apply to trading ofdomestic government bonds orbonds under repurchase and resaleagreements, or subscription orredemption of money market funds
issued by domestic securities
investment trust enterprises.
(2) Merger, demerger, acquisition,
or transfer of shares.
(3) Losses from derivatives trading
reaching the limits on aggregate
losses or losses on individual
contracts set out in the procedures
adopted by the company.
(4) Where equipment orright-of-use assets thereof forbusiness use are acquired or

Revised inaccordance with
amendment inlaws

disposed of, and furthermore thetransaction counterparty is not a
related party, and the transaction
amount meets any of the following
criteria:
1. For a public company whose
paid-in capital is less than NT$10
billion, the transaction amountreaches NT$500 million or more.
2. For a public company whose
paid-in capital is NT$10 billion or
more, the transaction amountreaches NT$1 billion or more.
(5) Acquisition or disposal by apublic company in the construction
business of real property orright-of-use assets thereof forconstruction use, and furthermore
the transaction counterparty is nota related party, and the transaction
amount reaches NT$500 million;
among such cases, if the publiccompany has paid-in capital of
NT$10 billion or more, and it isdisposing of real property from acompleted construction project thatit constructed itself, andfurthermore the transaction
counterparty is not a related party,
then the threshold shall be atransaction amount reaching NT$1
billion or more.
(6) Where land is acquired under
an arrangement on engaging others
to build on the company's own
land, engaging others to build on
rented land, joint construction andallocation of housing units, joint
construction and allocation ofownership percentages, or joint
construction and separate sale, andfurthermore the transaction
counterparty is not a related party,
and the amount the company
expects to invest in the transaction
reaches NT$500 million.
(7) Where an asset transaction
other than any of those referred toin the preceding six subparagraphs,
a disposal of receivables by afinancial institution, or aninvestment in the mainland China
area reaches 20 percent or more ofpaid-in capital or NT$300 million;
provided, this shall not apply to thefollowing circumstances:33

disposed of, and furthermore thetransaction counterparty is not a
related party, and the transaction
amount meets any of the following
criteria:
1. For a public company whose
paid-in capital is less than NT$10
billion, the transaction amountreaches NT$500 million or more.
2. For a public company whose
paid-in capital is NT$10 billion or
more, the transaction amountreaches NT$1 billion or more.
(5) Acquisition or disposal by apublic company in the construction
business of real property orright-of-use assets thereof forconstruction use, and furthermore
the transaction counterparty is nota related party, and the transaction
amount reaches NT$500 million;
among such cases, if the publiccompany has paid-in capital of
NT$10 billion or more, and it isdisposing of real property from acompleted construction project thatit constructed itself, andfurthermore the transaction
counterparty is not a related party,
then the threshold shall be atransaction amount reaching NT$1
billion or more.
(6) Where land is acquired under
an arrangement on engaging others
to build on the company's own
land, engaging others to build on
rented land, joint construction andallocation of housing units, joint
construction and allocation ofownership percentages, or joint
construction and separate sale, andfurthermore the transaction
counterparty is not a related party,
and the amount the company
expects to invest in the transaction
reaches NT$500 million.
(7) Where an asset transaction
other than any of those referred toin the preceding six subparagraphs,
a disposal of receivables by afinancial institution, or aninvestment in the mainland China
area reaches 20 percent or more ofpaid-in capital or NT$300 million;
provided, this shall not apply to thefollowing circumstances:1. Trading of domestic government
bonds.
2. Where done by professional
investors-securities trading on
securities exchanges or OTC
markets, or subscription ofordinary corporate bonds orgeneral bank debentures without
equity characteristics (excluding
subordinated debt) that are offeredand issued in the primary market,
or subscription or redemption of
securities investment trust funds or
futures trust funds, or subscription
by a securities firm of securities asnecessitated by its undertaking
business or as an advisory
recommending securities firm foran emerging stock company, in
accordance with the rules of theTaipei Exchange.
3. Trading of bonds under
repurchase and resale agreements,
or subscription or redemption ofmoney market funds issued bydomestic securities investment
trust enterprises.
The amount of transactions above
shall be calculated as follows:
1. The amount of any individualtransaction.
2. The cumulative transaction
amount of acquisitions anddisposals of the same type ofunderlying asset with the sametransaction counterparty within thepreceding year.
3. The cumulative transaction
amount of acquisitions anddisposals (cumulative acquisitions
and disposals, respectively) of real
property or right-of-use assets
thereof within the samedevelopment project within thepreceding year.
4. The cumulative transaction
amount of acquisitions anddisposals (cumulative acquisitions
and disposals, respectively) of thesame security within the preceding
year.
"Within the preceding year" as
used in the preceding paragraphrefers to the year preceding thedate of occurrence of the current
transaction. Items duly announced
34

1. Trading of domestic government
bonds or foreign government
bonds with a rating that is not
lower than the sovereign rating of
Taiwan.
2. Where done by professional
investors—securities trading on
securities exchanges or OTC
markets, or subscription of foreign
government bonds, or of ordinary
corporate bonds or general bankdebentures without equity
characteristics (excluding
subordinated debt) that are offeredand issued in the primary market,
or subscription or redemption of
securities investment trust funds or
futures trust funds, or subscription
or redemption of exchange tradednotes, or subscription by asecurities firm of securities asnecessitated by its undertaking
business or as an advisory
recommending securities firm foran emerging stock company, in
accordance with the rules of theTaipei Exchange.
3. Trading of bonds under
repurchase and resale agreements,
or subscription or redemption ofmoney market funds issued bydomestic securities investment
trust enterprises.
The amount of transactions above
shall be calculated as follows:
1. The amount of any individualtransaction.
2. The cumulative transaction
amount of acquisitions anddisposals of the same type ofunderlying asset with the sametransaction counterparty within thepreceding year.
3. The cumulative transaction
amount of acquisitions anddisposals (cumulative acquisitions
and disposals, respectively) of real
property or right-of-use assets
thereof within the samedevelopment project within thepreceding year.
4. The cumulative transaction
amount of acquisitions anddisposals (cumulative acquisitions
and disposals, respectively) of thesame security within the precedingin accordance with theseRegulations need not be counted
toward the transaction amount.
2) A public company shall compile
monthly reports on the status ofderivatives trading engaged in up
to the end of the preceding monthby the company and any
subsidiaries that are not domestic
public companies and enter the
information in the prescribed
format into the information
reporting website designated by
the FSC by the 10th day of eachmonth.
3) When a public company at thetime of public announcement
makes an error or omission in an
item required by regulations to be
publicly announced and so isrequired to correct it, all the items
shall be again publicly announced
and reported in their entirety
within two days counting
inclusively from the date ofknowing of such error or omission.
4) A public company acquiring or
disposing of assets shall keep all
relevant contracts, meeting
minutes, log books, appraisal
reports and CPA, attorney, andsecurities underwriter opinions at
the company, where they shall be
retained for 5 years except whereanother act provides otherwise.
5) Where any of the following
circumstances occurs with respect
to a transaction that a publiccompany has already publicly
announced and reported inaccordance with the precedingarticle, a public report of relevant
information shall be made on theinformation reporting website
designated by the FSC within 2days counting inclusively from thedate of occurrence of the event:(1) Change, termination, or
rescission of a contract signed inregard to the original transaction.
(2) The merger, demerger,
acquisition, or transfer of shares is
not completed by the scheduled
date set forth in the contract.
(3) Change to the originallypublicly announced and reported
35

year.
"Within the preceding year" as
used in the preceding paragraphrefers to the year preceding thedate of occurrence of the current
transaction. Items duly announced
in accordance with theseRegulations need not be counted
toward the transaction amount.
2) A public company shall compile
monthly reports on the status ofderivatives trading engaged in up
to the end of the preceding monthby the company and any
subsidiaries that are not domestic
public companies and enter the
information in the prescribed
format into the information
reporting website designated by
the FSC by the 10th day of eachmonth.
3) When a public company at thetime of public announcement
makes an error or omission in an
item required by regulations to be
publicly announced and so isrequired to correct it, all the items
shall be again publicly announced
and reported in their entirety
within two days counting
inclusively from the date ofknowing of such error or omission.
4) A public company acquiring or
disposing of assets shall keep all
relevant contracts, meeting
minutes, log books, appraisal
reports and CPA, attorney, andsecurities underwriter opinions at
the company, where they shall be
retained for 5 years except whereanother act provides otherwise.
5) Where any of the following
circumstances occurs with respect
to a transaction that a publiccompany has already publicly
announced and reported inaccordance with the precedingarticle, a public report of relevant
information shall be made on theinformation reporting website
designated by the FSC within 2days counting inclusively from thedate of occurrence of the event:(1) Change, termination, or
rescission of a contract signed inregard to the original transaction.

information.

(2) The merger, demerger,
acquisition, or transfer of shares is
not completed by the scheduled
date set forth in the contract.
(3) Change to the originallypublicly announced and reported
information.

36

(Appendix 1)
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 Board
37

of 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 ofvotes 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. The Company,
however, should contact the securities depository and custodian institution for registration 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 the
Company’s share offering include employees of subsidiaries of the Company meetingcertain specific qualifications and the Board or the person duly designated by the Board isauthorized 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' meetingshall 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.
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 in38Article 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 4

Directors 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 three Independent Directors. A candidate
nomination system shall be adopted in the election and the Independent Directors shall beelected by the shareholders meeting from the list of candidates. Method of nomination
shall be governed by the Article 192-1 of the Company Act.
The Company shall have the audit committee which shall be composed of all independent
directors, consist of no less than three independent directors, one of whom shall be theconvener.
The Company may purchase liability insurance for the Directors during their term ofoffice based on the compensation liabilities associated with their respective businessaccountabilities. The Board of Directors is authorized to determine the insurance coveragebased on industry practices and 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 present
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 the39

meeting. 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 of
profits 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 Articles
of 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, in
accordance 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
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. 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 amount of 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 retention in accordance withbusiness requirements. The remaining sum shall be used for the distribution of dividends
and if funds still remain, a resolution may be passed in the shareholder meeting for the
distribution of shareholder bonus.
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 plan40

of 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 7

Addendum

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.
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.

41

(Appendix 2)
Brogent Technologies Inc.
Procedures for the Acquisition or Disposal of Assets
Article 1 Purpose
The Procedures are established for the protection of assets and information disclosure. Any
matters not addressed herein shall be governed by relevant laws and regulations.
Article 2 Regulatory Basis
The Procedures are established in accordance with Article 36-1 of the Securities andExchange Act and the related regulations in the "Regulations Governing the Acquisition and
Disposal of Assets by Public Companies" of the Financial Supervisory Commission(hereinafter "FSC").
Article 3 Scope of Assets
1) Investments in stocks, government bonds, corporate bonds, financial bonds, securities
representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest
securities, and asset-backed securities.
2) Real property (including land, houses and buildings, investment property, and construction
enterprise inventory) and equipment.
3) Memberships.
4) Patents, copyrights, trademarks, franchise rights, and other intangible assets.
5) Right-of-use assets.
6) Claims of financial institutions (including receivables, bills purchased and discounted,
loans, and overdue receivables).
7) Derivatives.
8) Assets acquired or disposed of in connection with mergers, demergers, acquisitions, ortransfer of shares in accordance with law.
9) Other major assets.
Article 4 Terms and Definitions
1) Derivatives: Refer to forward contracts, options contracts, futures contracts, leveragecontracts, and swap contracts, and compound contracts combining the above products,
whose value is derived from assets, interest rates, foreign exchange rates, indexes or otherinterests. The term "forward contracts" does not include insurance contracts, performance
contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase(sales) agreements.
2) Assets acquired or disposed of in connection with mergers, demergers, acquisitions, ortransfer of shares in accordance with law: Refers to assets acquired or disposed throughmergers, demergers, or acquisitions conducted under the Business Mergers andAcquisitions Act, Financial Holding Company Act, Financial Institution Merger Act andother laws, or the transfer of shares from another company through issuance of newshares of its own as the consideration therefor (hereinafter "transfer of shares") under
Article 156, Paragraph 6 of the Company Act.
3) Related party and Subsidiary: As defined in the Statement of Financial AccountingStandards No. 6 published by the Accounting Research and Development Foundation in
Taiwan (hereinafter "ARDF").
4) Professional appraiser: Refers to a real estate appraiser or other person duly authorized bylaw to engage in the value appraisal of real estate and other fixed assets.
5) Date of occurrence: Refers to the date of contract signing, date of payment, date ofconsignment trade, date of transfer, dates of Board of Directors resolutions, or other date42

that can confirm the counterpart and monetary amount of the transaction, whichever dateis earlier. However, for investments for which approval of the competent authority isrequired, the earlier of the above date or the date of receipt of approval by the competentauthority shall apply.
6) Investment in the Mainland China region: Refers to investments in the Mainland China
region approved by the Ministry of Economic Affairs Investment Commission or
conducted in accordance with the provisions of the Regulations Governing Permission for
Investment or Technical Cooperation in the Mainland Area.
Article 5 The Company in principle does not conduct transactions involving the acquisition or disposalof claims of financial institutions. If transactions involving the acquisition or disposal ofclaims of financial institutions are proposed in the future, they shall be submitted to theBoard of Directors for approval before establishing assessment and operating procedures.
Article 6 Professional appraisers and their officers, certified public accounts, attorneys, and securities
underwriters that provide public companies with appraisal reports, certified public
accountants opinions, attorney's opinions, or underwriter's opinions shall not be a related
party of any party to the transaction.
1) May not have previously received a final and unappeasable sentence to imprisonment for
1 year or longer for a violation of the Act, the Company Act, the Banking Act of The
Republic of China, the Insurance Act, the Financial Holding Company Act, or theBusiness Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of
documents, or occupational crime. However, this provision does not apply if 3 years havealready passed since completion of service of the sentence, since expiration of the periodof a suspended sentence, or since a pardon was received.
2) May not be a related party or de facto related party of any party to the transaction.
3) If the company is required to obtain appraisal reports from two or more professional
appraisers, the different professional appraisers or appraisal officers may not be relatedparties or de facto related parties of each other.
When issuing an appraisal report or opinion, the personnel referred to in the preceding
paragraph shall comply with the following:
1) Prior to accepting a case, they shall prudently assess their own professional capabilities,
practical experience, and independence.
2) When examining a case, they shall appropriately plan and execute adequate working
procedures, in order to produce a conclusion and use the conclusion as the basis for
issuing the report or opinion. The related working procedures, data collected, andconclusion shall be fully and accurately specified in the case working papers.
3) They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, andreasonableness of the sources of data used, the parameters, and the information, as thebasis for issuance of the appraisal report or the opinion.
4) They shall issue a statement attesting to the professional competence and independence ofthe personnel who prepared the report or opinion, and that they have evaluated and foundthat the information used is reasonable and accurate, and that they have complied withapplicable laws and regulations.
Article 7 Assessment and Operating Procedures
1) Price determination and supporting reference materials(1) The supervisor in charge of the acquisition and disposal of the Company's assets shallcarry out the acquisition and disposal in accordance with the related procedures in the
Company's internal control system regarding "Fixed Assets and Investment Operations
43

Procedures."(2) A public company acquiring or disposing of securities shall, prior to the date ofoccurrence of the event, obtain financial statements of the issuing company for the mostrecent period, certified or reviewed by a certified public accountant, for reference inappraising the transaction price.
(3) The acquisition or disposal of real estate shall take into reference the publicly announced
current value, assessed value, and the actual transaction price of nearby real estate todetermine transaction conditions and price, which shall be included in an analysis report
to be submitted to the Chairperson and implemented in accordance with the Company's
approval system.
(4) The acquisition or disposal of other fixed assets shall be conducted through one of thefollowing methods: price inquiry, price comparison, price negotiation or tendering.
Related information shall be submitted following careful assessment before delivering
to related departments and implemented in accordance with the Company's approvalsystem.
(5) The Company's acquisition or disposal of memberships shall take into reference the fairmarket price to determine transaction conditions and price and implemented inaccordance with the Company's approval system.
(6) The Company's acquisition or disposal of intangible assets shall take into reference
expert assessment reports or the fair market price to determine transaction conditions
and price and implemented in accordance with the Company's approval system.
(7) The transaction personnel in Company's acquisition or disposal of derivatives shallformulate the financial product transaction strategy of the entire Company andperiodically calculate positions, collect market information, carry out trend analysis andrisk assessment, and formulate operating strategies as the basis for conducting
transactions after receiving approval in the Company's approval system.
(8) When the Company conducts a merger, demerger, acquisition, or transfer of shares, it
shall engage a CPA, attorney, or securities underwriter to give an opinion on thereasonableness of the share transfer ratio, acquisition price, or distribution of cash orother property to shareholders prior to the resolution of the Board of Directors Meeting,and submit it to the Board of Directors Meeting for discussion and resolution.
2) Investment Amount and Authorization Level(1) The acquisition or disposal of securities investments shall only be implemented
following approval from the Chairperson. If the transaction amount is above 40%(non-inclusive) of net value, its implementation shall require the approval of the Boardof Directors.
(2) 1. The acquisition or disposal of real estate shall take into reference the publicly
announced current value, assessed value, and the actual transaction price of nearby
real estate to determine transaction conditions and price, which shall be included in
an analysis report to be submitted to the Chairperson for approval. The acquisition
or disposal may only be implemented following approval in the next Board of
Directors meeting.
2. The acquisition or disposal of other fixed assets shall be conducted through one of
the following methods: price inquiry, price comparison, price negotiation ortendering. Acquisition or disposal under NT$1 million (inclusive) shall be filed forapproval in accordance with the authorization regulations and submitted to the
President for approval; acquisition or disposal valued at over NT$1 million may
only be implemented following approval from the Chairperson.
(3) Total amounts of real estate and securities acquired by the Company and each subsidiaryfor purposes other than business use and limits on individual securities investments
shall be subject to the following restrictions:44

1. Total amount of real estate for purposes other than business use may not exceed
thirty percent (30%) of the net value of the Company's most recent financial
statements.
2. Total amount of securities may not exceed forty percent (40%) of the net value of
the Company's most recent financial statements.
3. The maximum amount of individual securities may not exceed thirty percent (30%)
of the net value of the Company's most recent financial statements.
(4) The acquisition or disposal of memberships shall take into reference the fair market
price to determine transaction conditions and price. An analysis report shall be
formulated and submitted for passage in the Board of Directors meeting before
implementation.
(5) The acquisition or disposal of intangible assets shall take into reference expert
assessment reports or fair market price to determine transaction conditions and price.
An analysis report shall be formulated and submitted for resolution in the Board of
Directors meeting before implementation.
(6) Each transaction in the acquisition or disposal of derivatives, in addition to dependence
on the growth of the Company's revenue and changes in the risk positions, shall require,based on security concerns, an application form submitted by the person in charge tothe authorized financial supervisor for preliminary approval before transferring to the
Chairperson for approval. Any correction shall require the approval of the Chairperson
before implementation. Related transactions items shall be submitted to the Board of
Directors after the transaction.
(7) The important information and related items of assets acquired or disposed of inconnection with mergers, demergers, acquisitions, or transfer of shares in accordancewith the law shall be compiled into an open document for shareholders prior to theshareholders' meeting and delivered to the shareholders before the meeting along withthe expert opinion specified in Subparagraph (8) of the preceding paragraph andshareholder meeting notice as a reference for whether to approve the mergers,
demergers, or acquisitions. This shall however not apply to mergers, demergers, or
acquisitions that do not require a resolution in the shareholders' meeting in accordancewith the law. In addition, if the shareholders' meeting of any company participating in
the merger, demerger, or acquisition could not be held due to insufficient attendees,
insufficient voting rights, or other legal restrictions, or if the proposal is rejected by theshareholders' meeting, the company participating in the merger, demerger, or
acquisition shall immediately explain and publicly disclose the reason, follow-up
processing operations, and date of expected shareholders' meeting.
(8) The Company's acquisition or disposal of assets shall require the approval of the Boardof Directors in accordance with the Procedures or other legal requirements. If a
Director expresses objection and records or written statements are available, theCompany shall submit information regarding the Director's objection to the respective
Supervisors. In addition, the opinions of Independent Directors shall be taken into fullconsideration in discussions at the Board of Directors meeting on the transaction for theacquisition or disposal of assets in accordance with regulations. Their approval or
objection and reasons shall be listed in the meeting minutes.
(9) The approval of the shareholders' meeting shall be required if a department of theCompany, due to business requirements, requires acquisition or disposal of assets listed
as major items in Article 185 of the Company Act.
3) Implementation unit
The Company's acquisition and disposal of assets shall be reported level by level inaccordance with the following regulations; where necessary, the report shall be submitted
to the Board of Directors for approval:
45

(1) The Company's acquisition and disposal of securities shall be implemented by the
President's Office and the Finance Department in accordance with the "Investment
Cycle" stipulated in the Company's Internal Control Procedures.
(2) The Company's acquisition and disposal of real estate and other fixed assets shall be
implemented by the Administration Department in accordance with the Company's
Fixed Assets Management Procedures in the Internal Control System.
(3) The Company's acquisition or disposal of memberships or intangible assets shall be
implemented by the department using the assets or related departments following
approval by the Administration Department in accordance with the approval
procedures specified in the previous paragraph.
(4) The Company's acquisition and disposal of derivatives shall be implemented by the
Finance Department in accordance with the Procedures.
(5) It is advisable for the Company to appoint an attorney, CPA, or securities underwriter
to formulate the schedule for legal procedures in mergers, demergers, acquisitions, ortransfer of shares and form a dedicated team to implement the procedures inaccordance with legal requirements.
4) Appraisal report of real estate and other fixed assets
In acquiring or disposing of real estate or fix assets where the transaction amount reaches
20 percent of the Company's paid-in capital or NT$300 million or more, the Company,
unless transacting with a government agency, engaging others to build on its own land,engaging others to build on rented land, or acquiring or disposing of machinery or
equipment for business use, shall obtain an appraisal report prior to the date of occurrenceof the event from a professional appraiser and shall further comply with the following
provisions:(1) Where due to special circumstances it is necessary to give a specific market value or
specified market value as a reference basis for the transaction price, the transaction
shall be submitted for approval in advance by the Board of Directors, and the sameprocedure shall apply to any future changes to the terms and conditions of thetransaction.
(2) Where the transaction amount is NT$1 billion or more, appraisals from two or more
professional appraisers shall be obtained.
(3) Where any one of the following circumstances applies with respect to the professional
appraiser's appraisal results, unless all the appraisal results for the assets to beacquired are higher than the transaction amount, or all the appraisal results for theassets to be disposed of are lower than the transaction amount, a certified public
accountant shall be engaged to perform the appraisal in accordance with theprovisions of Statements on Auditing Standards No. 20 published by the Accounting
Research and Development Foundation (ARDF) and render a specific opinion
regarding the reason for the discrepancy and the appropriateness of the transaction
price:
1. The discrepancy between the appraisal result and the transaction amount is 20
percent or more of the transaction amount.
2. The discrepancy between the appraisal results of two or more professional
appraisers is 10 percent or more of the transaction amount.
(4) No more than 3 months may elapse between the date of the appraisal report issued bya professional appraiser and the contract execution date. However, where the publicly
announced current value for the same period is used and not more than 6 months haveelapsed, an opinion may still be issued by the original professional appraiser.
5) Expert Opinion on Acquisition and Disposal of Securities
The Company's acquisition or disposal of securities shall, prior to the date of occurrence of46

the event, require financial statements of the issuing company for the most recent period,
certified or reviewed by a certified public accountant, for reference in appraising thetransaction price, and if the dollar amount of the transaction is 20 percent of the Company's
paid-in capital or NT$300 million or more, the Company shall additionally engage acertified public accountant prior to the date of occurrence of the event to provide an
opinion regarding the reasonableness of the transaction price. If the CPA is required to use
the expert report as evidence, the CPA shall do so in accordance with the provisions ofStatements on Auditing Standards No. 20 published by the ARDF. This requirement does
not apply, however, to publicly quoted prices of securities that have an active market, or
where otherwise provided by the regulations of the Financial Supervisory Commission(FSC).
6) Expert Opinion Report on Memberships or Intangible Assets
Where the Company acquires or disposes of memberships or intangible assets and thetransaction amount reaches 20 percent or more of the Company’s paid-in capital or
NT$300 million or more, the Company shall engage a certified public accountant prior to
the date of occurrence of the event to render an opinion on the reasonableness of thetransaction price; the CPA shall comply with the provisions of Statements on AuditingStandards No. 20 published by the Accounting Research and Development Foundation.
7) Where the Company acquires or disposes of assets through court auction procedures, theevidentiary documentation issued by the court may be substituted for the appraisal reportor CPA opinion.
Article 7-1
The calculation of the "transaction amount" referred to in Article 7, Subparagraphs 4, 5, and 6
shall be made in accordance with Article 11, Paragraph 1 herein, whereas "within thepreceding year" as used herein refers to the year preceding the date of occurrence of thecurrent transaction. Items that have been provided with an appraisal report from a
professional appraiser or CPA opinion need not be counted toward the transaction amount inaccordance with the Standards.
Article 8 Related Party Transaction Processing Procedures
1) When the Company engages in any acquisition or disposal of assets from or to a related
party, in addition to ensuring that the real estate processing procedures specified in Article
7 are adopted, related resolution procedures specified below shall moreover be compliedwith and the reasonableness of the transaction terms by appraised; if the transaction
amount reaches 10 percent or more of the Company's total assets, the Company shall also
obtain an appraisal report from a professional appraiser or a CPA's opinion in compliancewith the provisions of the preceding Section. The "transaction amount" in the preceding
paragraph shall be calculated in accordance with the provisions stipulated in Article 7-1. In
addition, when determining whether the transaction target is a related party, in addition tonoting its legal status, the actual relations shall also be taken into consideration.
2) Assessment and Operating Procedures
When the Company acquires or disposes of real estate from or to a related party, or
acquires or disposes of assets other than real estate from or to a related party and thetransaction amount reaches 20 percent or more of the Company’s paid-in capital, 10
percent or more of the Company's total assets, or NT$300 million or more, the Company
may not proceed to enter into a transaction contract or make a payment until the following
matters have been approved by the Board of Directors and ratified by the Supervisors:(1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
47

(2) The reason for choosing the related party as a trading counterparty.
(3) With respect to the acquisition of real estate from a related party, information regarding
appraisal of the reasonableness of the preliminary transaction terms in accordance with
Subparagraphs (1) and (4) of Paragraph 3 of this Article.
(4) The date and price at which the related party originally acquired the real estate, theoriginal trading counterparty, and that trading counterparty's relationship to theCompany and the related party.
(5) Monthly cash flow forecasts for the year commencing from the anticipated month ofsigning of the contract, evaluation of the necessity of the transaction, andreasonableness of fund utilization.
(6) An appraisal report from a professional appraiser or a CPA's opinion obtained incompliance with the preceding Article.
(7) Restrictive covenants and other important stipulations associated with the transaction.
The calculation of the "transaction amount" referred to in the preceding Paragraph shall bemade in accordance with Article 11, Paragraph 1 herein, and "within the preceding year" as
used herein refers to the year preceding the date of occurrence of the current transaction.
Items that have been approved by the Board of Directors and ratified by the Supervisors inaccordance with the provisions of the Standards need not be counted toward thetransaction amount.
With respect to the acquisition or disposal of machinery or equipment for business use
between the Company and its subsidiaries, the Company's Board of Directors may
pursuant to Article 7, Paragraph 2, Subparagraph 2 delegate the Chairperson of the Board
to decide such matters when the transaction is within a certain amount and have thedecisions subsequently submitted to and ratified by the next Board of Directors meeting.
1. Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
2. Acquisition or disposal of real property right-of-use assets held for business use.
3) Appraisal of the reasonableness of the transaction price(1) When the Company acquires real estate from a related party, it shall evaluate thereasonableness of the transaction costs by the following means:
1. Based upon the related party's transaction price plus necessary interest on funding
and the costs to be duly borne by the buyer. "Necessary interest on funding" isimputed as the weighted average interest rate on borrowing in the year theCompany purchases the property; provided, it may not be higher than the maximum
non-financial industry lending rate announced by the Ministry of Finance.
2. Total loan value appraisal from a financial institution where the related party has
previously created a mortgage on the property as security for a loan; provided, theactual cumulative amount loaned by the financial institution shall have been 70
percent or more of the financial institution's appraised loan value of the property
and the period of the loan shall have been 1 year or more. However, this shall not
apply where the financial institution is a related party of one of the trading
counterparties.
(2) Where land and buildings thereupon are combined as a single property purchased in
one transaction, the transaction costs for the land and the buildings may be separately
appraised in accordance with either of the means listed in the preceding paragraph.
(3) When the Company acquires real estate from a related party and appraises the cost of
the real estate in accordance with Paragraph 3, Subparagraphs (1) and (2) of this
Article, it shall also engage a CPA to review the appraisal and render a specificopinion.
(4) Where the Company acquires real estate from a related party and one of the following
circumstances exists, the acquisition shall only be required for implementation inaccordance with Paragraphs 1 and 2 of this Article regarding appraisal and operating48

procedures and where the regulations on the reasonableness of the transaction costprovided in Paragraph 3, Subparagraphs (1), (2), and (3) do not apply:
1. The related party acquired the real estate through inheritance or as a gift.
2. More than 5 years will have elapsed from the time the related party signed thecontract to obtain the real estate to the signing date for the current transaction.
3. The real estate is acquired through signing of a joint development contract with therelated party, or through engaging a related party to build real estate, either on the
Company's own land or on rented land.
4. The real property right-of-use assets for business use are acquired by the publiccompany with its parent or subsidiaries, or by its subsidiaries in which it directly or
indirectly holds 100 percent of the issued shares or authorized capital.
(5) When the Company acquires real estate from a related party and appraises the cost of
the real estate in accordance with Paragraph 3, Subparagraphs (1) and (2) of this
Article, and the results are uniformly lower than the transaction price, the matter shallbe handled in compliance with the regulations in Paragraph 3, Subparagraph (6) of
this Article. However, where the following circumstances exist, objective evidence has
been submitted and specific opinions on reasonableness have been obtained from a
professional real estate appraiser and a CPA, this restriction shall not apply:
1. Where the related party acquired undeveloped land or leased land for development,
it may submit proof of compliance with one of the following conditions:(i) Where undeveloped land is appraised in accordance with the means in thepreceding Article, and structures according to the related party's construction
cost plus reasonable construction profit are valued in excess of the actual
transaction price. The "Reasonable construction profit" shall be deemed theaverage gross operating profit margin of the related party's construction division
over the most recent 3 years or the gross profit margin for the constructionindustry for the most recent period as announced by the Ministry of Finance,
whichever is lower.
(ii) Completed transactions by unrelated parties within the preceding year involving
other floors of the same property or neighboring or closely valued parcels ofland, where the land area and transaction terms are similar after calculation ofreasonable price discrepancies in floor or area land prices in accordance withstandard property market sale or leasing practices.
2. Where the Company acquires real estate from a related party and provides evidence
that the terms of the transaction are similar to the terms of transactions completed
for the acquisition of neighboring or closely valued parcels of land of a similar sizeby unrelated parties within the preceding year. Completed transactions forneighboring or closely valued parcels of land in the preceding paragraph inprinciple refers to parcels on the same or an adjacent block and within a distance ofno more than 500 meters or parcels close in publicly announced current value;transaction for similarly sized parcels in principle refers to transactions completed
by unrelated parties for parcels with a land area of no less than 50 percent of theproperty in the planned transaction; within the preceding year refers to the year
preceding the date of occurrence of the acquisition of the real estate.
(6) When the Company acquires real estate from a related party and appraises the cost of
the real estate in accordance with Paragraph 3, Subparagraph (1) and (2) of this Article,
and the results are uniformly lower than the transaction price, the following items
shall be carried out. Where the Company uses the equity method to account for its
investment in a public company that has set aside a special reserve under thepreceding paragraph may not utilize the special reserve until it has recognized a loss
on decline in market value of the assets it purchased at a premium, or they have been49

disposed of, or adequate compensation has been made, or the status quo ante has been
restored, or there is other evidence confirming that there was nothing unreasonable
about the transaction, and the FSC has given its consent.
1. The Company shall set aside a special reserve in accordance with Article 41,
Paragraph 1 of the Securities and Exchange Act against the difference between thereal estate transaction price and the appraised cost, and may not be distributed orused for capital increase or issuance of bonus shares. Where a public company uses
the equity method to account for its investment in another company, then thespecial reserve called for under Article 41, Paragraph 1 of the Securities andExchange Act shall be set aside pro rata in a proportion consistent with the share of
public company's equity stake in the other company.
2. Supervisors shall comply with Article 218 of the Company Act.
3. Actions taken pursuant to Item 1 and Item 2 of the Subparagraph shall be reported
to a shareholders meeting, and the details of the transaction shall be disclosed in theannual report and any investment prospectus.
(7) When a public company obtains real estate from a related party, it shall also comply
with Paragraph 3, Subparagraph (6) of the Article if there is other evidence indicatingthat the transaction was inconsistent with business practice.
Article 9 Acquisition and Disposal Procedures for Derivatives
1) Trading principles and strategies(1) Type of Transaction
1. Derivatives referred to in Article 4 of the Procedures.
2. Transactions in securities deposits.
(2) Management (hedging) strategy
The Company's transactions in derivatives shall be for the purpose of hedging. The
transaction products shall be selected to evade the risks produced in the Company's
business operations as the primary goal. The currencies held must meet the Company's
foreign currency requirements for actual import/export transactions and the balance of
payments in the Company's overall internal position (referring to foreign exchange
income and expenditure) shall be the principle for operations. The transactions areused to lower the Company's exposure to foreign exchange risks and lower the cost offoreign currency operations.
(3) Division of powers and responsibilities
1. Transaction personnel
Personnel in charge of implementing derivatives transactions shall be responsible
for collecting related information and regulations regarding derivatives, the designof hedging strategies and risk disclosure. They shall understand the Company's
management policies and ideals, determine market trends and risks, and provide
recommendation reports on positions and method of hedging in accordance with theCompany's operating strategy and submit them to the authorized supervisor for
approval before conducting transactions.
2. Transaction confirmation personnel
The transaction confirmation personnel are responsible for verifying the validity oftransactions with banks; they shall also stamp seals on Transaction Confirmations
and mail them back.
3. Settlement personnel
The settlement personnel are responsible for the settlement of derivatives
transactions. They shall also periodically inspect cash flow status to verify that
established transaction contracts are settled on time.
4. Accounting personnel
50

The accounting personnel shall express the results of related hedging transactions
correctly and appropriately on the financial statements in accordance with related
regulations (Statements of Financial Accounting Standards etc.).
(4) Performance evaluation
1. The performance of derivatives transactions shall be measured and evaluated basedon the hedging strategy. The Finance Department shall evaluate the operating
performance every two weeks based on market prices and it shall submit theoperating performance of the previous month to the Chairperson in the first week ofeach month.
2. The Finance Department shall provide evaluation on foreign exchange positions aswell as trends and market analyses of the foreign exchange market and conductperiodic evaluation and review. If irregularities are found, necessary response
measures must be taken and reported to the Chairperson.
(5) Establishment of the total contract price and upper limit on losses
1. Total contract price
1.1 Transaction amount for hedging
The total remaining value of hedging contracts of Company shall not at any timeexceed the hedging requirements arising from actual transactions in a given year.
The remaining value of individual contracts shall be restricted to US$2 million orequivalent in foreign currencies.
1.2 Transaction amount for speculations
The Company does not conduct speculative transactions.
2. Establishment of the upper limit on losses
Losses from derivatives trading in aggregate losses or losses on individual contracts
shall not exceed 20% of all or individual contracts.
2) Risk management measures(1) Credit risk management
The Company shall restrict its trading counterparties to banks that conduct businesses
with the Company or renowned international financial institutions that are able toprovide expert information.
(2) Market risk management
The Company shall restrict its transactions to derivative products for hedging andshall not engage in speculative financial operations.
(3) Liquidity risk management
To ensure market liquidity, financial products with higher liquidity (those that can besold on the market at any time) shall be the primary choices. The financial institution
appointed to conduct the trade must retain sufficient information and the capability to
conduct transactions in any markets at any time.
(4) Cash flow risk management
To ensure the stability of the Company's operating capital, the Company's source offunds for derivatives transactions shall be restricted to the Company's own funds andthe operating amount shall be determined by future fund requirements for cash income
and expenditures.
(5) Operating risk management
1. The Company's authorized amount and operating procedures shall be strictly
followed and incorporated into internal auditing to prevent operating risks.
2. Personnel engaged in derivatives trading may not serve concurrently in otheroperations such as confirmation and settlement.
3. Risk measurement, monitoring, and control personnel shall be assigned to adifferent department that the personnel in the preceding subparagraph and shallreport to the Board of Directors or senior management personnel with no51

responsibility for trading or position decision-making.
4. Derivatives trading positions held shall be evaluated at least once per week;
however, positions for hedge trades required by business shall be evaluated at least
twice per month. Evaluation reports shall be submitted to senior management
personnel authorized by the Board of Directors.
(6) Product risk management
Internal transaction personnel are required to have comprehensive and correct expert
knowledge on financial products and request banks to fully disclose risks to preventthe risks generated by financial products.
(7) Legal risk management:
Documents established with financial institutions shall be inspected by foreignexchange before signature to prevent legal risks.
3) Internal auditing system
Internal auditing personnel shall periodically study the appropriateness of internal control
of derivatives transactions and conduct monthly inspections on the compliance ofprocedures of departments trading derivatives in order to analyze transaction cycles andformulate Audit Reports. In the event of major violations, the Supervisors shall be notified
in writing.
4) Regular assessment methods(1) The Board of Directors shall authorize senior management personnel to conductperiodic supervision and evaluate whether derivatives transactions comply with thetransaction procedures established by the Company and whether the undertaken
risks are within the accepted range. If there are irregularities in the market priceevaluation report (e.g. positions held exceed restrictions on losses), they shall bereported to the Board of Directors immediately to response measures shall be taken.
(2) Derivatives trading positions held shall be evaluated at least once per week; however,positions for hedge trades required by business shall be evaluated at least twice permonth. Evaluation reports shall be submitted to senior management personnel
authorized by the Board of Directors.
5) Board of Directors supervision and management principles(1) The Board of Directors shall assign senior management personnel for the supervisionand management of risks in derivatives transactions at all times. The management
principles are as follows:
1. Periodically evaluate whether the currently adopted risk management measures areappropriate and whether they have been carried out in accordance with theProcedures.
2. Supervise the transaction and profit/loss status; take necessary response measures if
irregularities are found and immediately report to the Board of Directors. The Boardof Directors meeting shall be attended by Independent Directors who shall voice
their opinions.
(2) Periodically assess whether the performance of derivatives transactions meetestablished management strategies and whether the undertaken risks are within therange accepted by the Company.
(3) When conducting derivatives transactions, the Company shall authorized related
personnel in accordance with the regulations in the Procedures and report to theBoard of Directors after the transactions.
6) Establishment of the log book
When the Company engages in derivatives trading, it shall establish a log book in which
details of the types and amounts of derivatives trading engaged in, Board of Directors
approval dates, and the matters required to be carefully evaluated under Paragraph 4,
Subparagraph (2) and Paragraph 5, Subparagraphs (1) and (2) of the Article shall be52

recorded in detail in the log book.
Article 10 Procedures for the Handling of Mergers, Demergers, Acquisitions, or Transfer of Shares
1) Dates of the Board of Directors meeting and shareholders' meeting
A company participating in a merger, demerger, or acquisition shall convene a Board of
Directors meeting and shareholders meeting on the day of the transaction to resolve mattersrelevant to the merger, demerger, or acquisition, unless otherwise stipulated by the law or the
FSC is notified in advance of extraordinary circumstances and grants consent.
A company participating in a transfer of shares shall convene a Board of Directors meetingon the day of the transaction, unless otherwise stipulated by the law or the FSC is notified inadvance of extraordinary circumstances and grants consent.
When the Company participates in a merger, demerger, acquisition, or transfer of anothercompany's shares, it shall prepare a full written record of the following information andretain it for 5 years for reference.
(1) Basic identification data for personnel: Including the occupational titles, names, andnational ID numbers (or passport numbers in the case of foreign nationals) of all persons
involved in the planning or implementation of any merger, demerger, acquisition, ortransfer of another company's shares prior to disclosure of the information.
(2) Dates of material events: Including the signing of any letter of intent or memorandum of
understanding, the hiring of a financial or legal advisor, the execution of a contract, andthe convening of a Board of Directors meeting.
(3) Important documents and minutes: Including merger, demerger, acquisition, and sharetransfer plans, any letter of intent or memorandum of understanding, material contracts,and minutes of Board of Directors meetings.
When the Company participates in a merger, demerger, acquisition, or transfer of anothercompany's shares, it shall, within 2 days commencing immediately from the date of passage
of a resolution by the Board of Directors, report (in the prescribed format and via theInternet-based information system) the information set out in Subparagraphs 1 and 2 of thepreceding paragraph to the FSC for record keeping.
Where any of the companies participating in a merger, demerger, acquisition, or transfer ofanother company's shares is neither listed on an exchange nor has its shares traded on an
OTC market, the Company shall sign an agreement with such company whereby the latter isrequired to abide by the provisions in Paragraphs 3 and 4.
2) Advanced confidentiality commitment
All persons participating in or privy to the plan for merger, demerger, acquisition, or transferof shares shall issue a written undertaking of confidentiality and may not disclose thecontent of the plan prior to public disclosure of the information and may not trade, in theirown name or under the name of another person, in any stock or other equity security of any
company related to the plan for merger, demerger, acquisition, or transfer of shares.
3) Principles for the establishment and changes of the share transfer ratio or acquisition price
A Company that conducts a merger, demerger, acquisition, or transfer of shares shall, prior
to convening the Board of Directors Meeting of the two parties, engage a CPA, attorney, or
securities underwriter to give an opinion on the reasonableness of the share transfer ratio,acquisition price, or distribution of cash or other property to shareholders, and submit it to
the Shareholders Meeting. In principle, the share transfer ratio or acquisition price may not
be arbitrarily modified. This however shall not apply to changes in conditions that were
specified in the contract and those that have been publicly disclosed. The conditions underwhich changes in the share transfer ratio or acquisition price are allowed are as follows:(1) Implementation of capital increase in cash or issuance of convertible corporate bonds,
bonus shares, and corporate bonds with warrants, preferred shares with warrants, stock
warrants or other equity based securities.
53

(2) Disposal of major Company assets or other activities which may influence the financial
operations of the Company.
(3) Significant events such as major disasters or material technological changes that affectCompany shareholders' equity or share price.
(4) Adjustments made by any of the participating companies of the merger, demerger,
acquisition or transfer of shares due to the lawful buyback of treasury shares.
(5) Changes in the entities or number of participating companies for the merger, demerger,
acquisition, or transfer of shares.
(6) Other changes in conditions that have been specified in the contract and have been
publicly disclosed.
4) Required contract provisions
The contract for participation by a public company in a merger, demerger, acquisition, or ofshares shall record the following items in addition to provisions required by the Company
Act and related regulations:(1) Handling of breach of contract.
(2) Principles for the handling of equity-type securities previously issued or treasury sharespreviously bought back by any company that is extinguished in a merger or that isdemerged.
(3) The amount of treasury shares participating companies are permitted under law to buyback after the record date of calculation of the share transfer ratio, and the principles forhandling thereof.
(4) The manner of handling changes in the number of participating entities or companies.
(5) Preliminary progress schedule for plan execution, and anticipated completion date.
(6) Scheduled date for convening the legally mandated shareholders meeting if the plan
exceeds the deadline without completion, and relevant procedures.
5) Changes in the number of companies participating in the merger, demerger, acquisition, or
share transfer After public disclosure of the information, if any company participating in themerger, demerger, acquisition, or share transfer intends further to carry out a merger,
demerger, acquisition, or share transfer with another company, all of the participatingcompanies shall carry out anew the procedures or legal actions that had originally been
completed toward the merger, demerger, acquisition, or share transfer; except where thenumber of participating companies is decreased and a participating company's shareholders
meeting has adopted a resolution authorizing the Board of Directors to alter the limits ofauthority, such participating company may be exempted from convening anothershareholders meeting to resolve on the matter anew.
6) Where any of the companies participating in a merger, demerger, acquisition, or transfer ofanother company's shares is not a publicly listed company, the Company shall sign anagreement with such company and the procedures shall be carried out in accordance with
Paragraph 1 of this Article regarding the date of the Board of Directors meeting, Paragraph2 regarding the advanced confidentiality commitment, and Paragraph 5 regarding changes in
the number of companies participating in the merger, demerger, acquisition, or sharetransfer.
Article 11 Information Disclosure Procedures
1) Under any of the following circumstances, a public company acquiring or disposing ofassets shall publicly announce and report the relevant information on the FSC's designatedwebsite in the appropriate format as prescribed by regulations within 2 days counting
inclusively from the date of occurrence of the event:(1) Acquisition or disposal of real property or right-of-use assets thereof from or to a
related party, or acquisition or disposal of assets other than real property orright-of-use assets thereof from or to a related party where the transaction amount54

reaches 20 percent or more of paid-in capital, 10 percent or more of the company's
total assets, or NT$300 million or more; provided, this shall not apply to trading ofdomestic government bonds or bonds under repurchase and resale agreements, or
subscription or redemption of money market funds issued by domestic securities
investment trust enterprises.
(2) Merger, demerger, acquisition, or transfer of shares.
(3) Losses from derivatives trading reaching the limits on aggregate losses or losses on
individual contracts set out in the procedures adopted by the company.
(4) Where equipment or right-of-use assets thereof for business use are acquired or
disposed of, and furthermore the transaction counterparty is not a related party, andthe transaction amount meets any of the following criteria:
1. For a public company whose paid-in capital is less than NT$10 billion, thetransaction amount reaches NT$500 million or more.
2. For a public company whose paid-in capital is NT$10 billion or more, the transaction
amount reaches NT$1 billion or more.
(5) Acquisition or disposal by a public company in the construction business of real
property or right-of-use assets thereof for construction use, and furthermore thetransaction counterparty is not a related party, and the transaction amount reaches
NT$500 million; among such cases, if the public company has paid-in capital of
NT$10 billion or more, and it is disposing of real property from a completed
construction project that it constructed itself, and furthermore the transaction
counterparty is not a related party, then the threshold shall be a transaction amountreaching NT$1 billion or more.
(6) Where land is acquired under an arrangement on engaging others to build on thecompany's own land, engaging others to build on rented land, joint construction andallocation of housing units, joint construction and allocation of ownership percentages,
or joint construction and separate sale, and furthermore the transaction counterparty is
not a related party, and the amount the company expects to invest in the transaction
reaches NT$500 million.
(7) Where an asset transaction other than any of those referred to in the preceding six
subparagraphs, a disposal of receivables by a financial institution, or an investment in
the mainland China area reaches 20 percent or more of paid-in capital or NT$300
million; provided, this shall not apply to the following circumstances:
1. Trading of domestic government bonds.
2. Where done by professional investors-securities trading on securities exchanges or
OTC markets, or subscription of ordinary corporate bonds or general bankdebentures without equity characteristics (excluding subordinated debt) that are
offered and issued in the primary market, or subscription or redemption of securities
investment trust funds or futures trust funds, or subscription by a securities firm of
securities as necessitated by its undertaking business or as an advisory
recommending securities firm for an emerging stock company, in accordance withthe rules of the Taipei Exchange.
3. Trading of bonds under repurchase and resale agreements, or subscription orredemption of money market funds issued by domestic securities investment trust
enterprises.
The amount of transactions above shall be calculated as follows:
1. The amount of any individual transaction.
2. The cumulative transaction amount of acquisitions and disposals of the same type ofunderlying asset with the same transaction counterparty within the preceding year.
3. The cumulative transaction amount of acquisitions and disposals (cumulativeacquisitions and disposals, respectively) of real property or right-of-use assets thereof55within the same development project within the preceding year.
4. The cumulative transaction amount of acquisitions and disposals (cumulativeacquisitions and disposals, respectively) of the same security within the preceding
year.
"Within the preceding year" as used in the preceding paragraph refers to the year
preceding the date of occurrence of the current transaction. Items duly announced inaccordance with these Regulations need not be counted toward the transaction amount.
2) A public company shall compile monthly reports on the status of derivatives trading
engaged in up to the end of the preceding month by the company and any subsidiaries thatare not domestic public companies and enter the information in the prescribed format into
the information reporting website designated by the FSC by the 10th day of each month.
3) When a public company at the time of public announcement makes an error or omission in
an item required by regulations to be publicly announced and so is required to correct it,
all the items shall be again publicly announced and reported in their entirety within twodays counting inclusively from the date of knowing of such error or omission.
4) A public company acquiring or disposing of assets shall keep all relevant contracts,
meeting minutes, log books, appraisal reports and CPA, attorney, and securities
underwriter opinions at the company, where they shall be retained for 5 years except
where another act provides otherwise.
5) Where any of the following circumstances occurs with respect to a transaction that a publiccompany has already publicly announced and reported in accordance with the precedingarticle, a public report of relevant information shall be made on the information reporting
website designated by the FSC within 2 days counting inclusively from the date ofoccurrence of the event:(1) Change, termination, or rescission of a contract signed in regard to the originaltransaction.
(2) The merger, demerger, acquisition, or transfer of shares is not completed by thescheduled date set forth in the contract.
(3) Change to the originally publicly announced and reported information.
Article 12 The Company's subsidiaries shall handle matters in accordance with the following
provisions
1) The Company shall ensure that its subsidiaries establish the procedures for acquisition or
disposal of assets in accordance with the nature of the subsidiary's business, business scale,and local regulations. The subsidiary company shall implement acquisition and disposal of
assets in accordance with the procedures.
2) The Finance Department of the Company shall ensure that subsidiaries independently
verify whether the established operating procedures meet the "Regulations Governing theAcquisition and Disposal of Assets by Public Companies" and whether they comply with
their established operating procedures when acquiring or disposing of assets.
3) The Company's Audit Office shall review the self-inspection reports filed by subsidiarycompanies.
4) Information that require public announcement and report according to the provisions ofArticle 12 of the Procedures on acquisitions and disposals of assets by a subsidiary that is
not itself a public company shall be reported by the Company.
5) The Company's paid-in capital or total assets of the Company shall be the standard for
determining whether or not a transaction of a subsidiary referred to in the requirement of apublic announcement and regulatory filing reaches 20 percent of the Company’s paid-in
capital or 10 percent of the total assets.

56

Article 12-1
For the calculation of 10 percent of total assets under these Regulations, the total assets
stated in the most recent parent company only financial report or individual financial report
prepared under the Regulations Governing the Preparation of Financial Reports by
Securities Issuers shall be used.
Article 13 Penalties
In the event that an employee of the Company in charge of the acquisition and disposal of
assets violates the provisions stipulated in the Procedures, the violation shall be submitted
for periodic review in accordance with the Company's Personnel Management Regulations
and the Employee Handbook and the employee shall be disciplined in accordance with thelevel of severity.
Article 14 Implementation and revision
The Company's "Procedures for the Acquisition or Disposal of Assets" shall be delivered to
the Supervisors following resolution in the Board of Directors meeting and submitted to theshareholders' meeting for approval. The same shall apply to any subsequent revisions. If a
Director expresses objection and records or written statements are available, the Company
shall submit information regarding the Director's objection to the respective Supervisors andthe shareholders' are meeting for discussion. The same shall apply to any subsequent
revisions. In addition, the opinions of Independent Directors shall be taken into fullconsideration in discussions in the Board of Directors meeting on the "Procedures for theAcquisition or Disposal of Assets" in accordance with the preceding paragraph. Theirapproval or objection and reasons shall be listed in the meeting minutes.
Article 15 Addendum
Issues not addressed in these Procedures shall be governed by applicable laws and r
egulations and the opinion of the competent authority.

57

(Appendix3)
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 of incorporation,
elections of directors shall be conducted in accordance with these Procedures.
Article 3
The overall composition of the board of directors shall be taken into consideration in the selection of theCompany's directors.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties; theabilities 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 relationship nor a relationshipwithin 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 with Articles 2, 3, and 4 of
the Regulations Governing Appointment of Independent Directors and Compliance Matters for PublicCompanies.
The election of independent directors of the Company shall comply with Articles 5, 6, 7, 8, and 9 of theRegulations Governing Appointment of Independent Directors and Compliance Matters for PublicCompanies, and shall be conducted in accordance with Article 24 of the Corporate GovernanceBest-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 any reason, theCompany 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 aby-election to fill the vacancies.
When the number of independent directors falls below that required under the proviso of Article 14-2,
paragraph 1 of the Securities and Exchange Act, or the related provisions of the Taiwan Stock Exchange
Corporation rules governing the review of listings, or subparagraph 8 of the Standards for Determining
58

Unsuitability for GTSM Listing under Article 10, Paragraph 1 of the GreTai Securities Market Rules
Governing the Review of Securities 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, a special
shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill
the vacancies.
Article 7
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, and may 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 associated with each ballot shall be specified on the ballots,
which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card
numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 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 thespecified number of positions, 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 shallbe 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 and shareholder accountnumber in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's
full name and identity card number. However, when the candidate is a governmental organization or
juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shallbe entered in the column for the candidate's account name in the ballot paper, or both the name of thegovernmental organization or juristic-person shareholder and the name of its representative may be entered.
When there are multiple representatives, the names of each respective representative shall be entered.
Article 12
A 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 andshareholder account number do not conform with those given in the shareholder register, or the
candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that thecandidate's name and identity card number do not match.
5. Other words or marks are entered in addition to the candidate's account name or shareholder account59

number (or identity card number) and the number of voting rights allotted.
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 the results of the listof persons elected as directors shall be announced by the chair on the site.
Article 14
The board of directors of the Company shall issue notifications to the persons elected as directors.
Article 15
These Procedures and any amendments hereto, shall be implemented after approval by a shareholders
meeting.

60

(Appendix4)
Brogent Technologies Inc.
Rules of Procedure for Shareholders Meetings

Article 1 To establish a strong governance system and sound supervisory capabilities for theCompany'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/TPEx Listed Companies.
Article 2 The Rules of Procedure for Shareholders Meetings of the Company, except as otherwise
provided by law, regulation, or the Articles of Incorporation, shall be as provided in theseRules.
The shareholder referred to in the Rules shall mean the shareholder or the proxy appointed
by the shareholder to attend meetings on his/her behalf.
Article 3 Unless otherwise provided by law or regulation, the Company's shareholders meetings
shall be convened by the Board of Directors.
The Company shall prepare electronic versions of the shareholders meeting notice andproxy forms, and the origins of and explanatory materials relating to all proposals,
including proposals for ratification, matters for deliberation, or the election or dismissal of
Directors and upload them to the Market Observation Post System (MOPS) at least 30
days before the date of an annual shareholders meeting or at least 15 days before the dateof an extraordinary shareholders meeting. The Company shall prepare electronic versionsof the shareholders meeting agenda and supplemental meeting materials and upload themto the MOPS at least 21 days before the date of the annual shareholders meeting or at least
15 days before the date of the extraordinary shareholders meeting. In addition, at least 15
days before the date of the shareholders meeting, the Company shall also have prepared
the shareholders meeting agenda and supplemental meeting materials and made themavailable for review by shareholders at any time. The meeting agenda and supplemental
materials shall also be displayed at the Company and the professional shareholder services
agent designated thereby as well as being distributed on-site at the meeting place. The
reasons for convening a shareholders meeting shall be specified in the meeting notice andpublic announcement. With the consent of the addressee, the meeting notice may be givenin electronic form. Matters pertaining to election or discharge of directors, alteration of the
Articles of Incorporation, reduction of capital, application for the approval of ceasing its
status as a public company, approval of competing with the company by directors, surplus
profit distributed in the form of new shares, reserve distributed in the form of new shares,
dissolution, merger, spin-off , or any matters as set forth in Paragraph I, Article 185 hereof
shall be itemized in the causes or subjects to be described and the essential contents shallbe explained in the notice to convene a meeting of shareholders, and shall not be brought
up as extemporary motions; the essential contents may be posted on the website
61

designated by the competent authority in charge of securities affairs or the company, andsuch website shall be indicated in the above notice. All directors of a company are
re-elected and its start date is defined in the notice of reasons for the shareholders meetingand shall not be brought up again as extemporary motions or in any matters after
re-election. Shareholder(s) holding one percent (1%) or more of the total number ofoutstanding shares of the Company may submit a written proposal for discussion at anannual shareholders' meeting. Such proposals, however, are limited to one item only, andno proposal containing more than one item will be included in the meeting agenda;
however, a shareholder proposal proposed for urging a company to promote public
interests or fulfill its social responsibilities may still be included in the list of proposals to
be discussed at a regular meeting of shareholders by the board of directors. In addition,
when the circumstances of any Subparagraph of Article 172-1, Paragraph 4 of theCompany Act apply to a proposal submitted by a shareholder, the Board of Directors may
exclude it from the agenda.
Prior to the book closure date before a regular shareholders meeting is held, the Company
shall publicly announce that it will receive shareholder proposals in writing or by way ofelectronic transmission, and the location and time period for their submission; the period
for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing
more than 300 words will be included in the meeting agenda. The shareholder making the
proposal shall be present in person or by proxy at the annual shareholders meeting andtake part in discussion of the proposal. Prior to the date for issuance of notice of ashareholders meeting, the Company shall inform the shareholders who submitted
proposals of the proposal screening results, and shall list in the meeting notice theproposals that conform to the provisions of this Article. At the shareholders meeting theBoard of Directors shall explain the reasons for exclusion of any shareholder proposals notincluded in the agenda.
Article 4 If a shareholder is unable to attend the shareholders' meeting in person, a proxy can beappointed by completing the Company's proxy form and by specifying the scope ofdelegated authority.
A shareholder may issue only one proxy form and appoint only one proxy for any given
shareholders meeting, and shall deliver the proxy form to the Company at least 5 days before
the date of the shareholders meeting. When duplicate proxy forms are delivered, the one
received earliest shall prevail. Unless a declaration is made to cancel the previous proxyappointment. After a proxy form has been delivered to the Company, if the shareholder
intends to attend the meeting in person or to exercise voting rights by correspondence orelectronically, a written notice of proxy cancellation shall be submitted to the Company atleast 2 days before the meeting date. If the cancellation notice is submitted after that time,
votes cast at the meeting by the proxy shall prevail.
Article 5 The venue for a shareholders meeting shall be the premises of the Company, or a place
easily accessible to shareholders and suitable for a shareholders meeting. The meeting may
begin no earlier than 9AM and no later than 3PM.
62

Article 6 The Company shall specify in its shareholders meeting notices the time during whichshareholder attendance registrations will be accepted, the place to register for attendance,and other matters of attention.
The time during which shareholder attendance registrations will be accepted, as stated in
the preceding paragraph, shall be at least 30 minutes prior to the time the meeting
commences. The place at which attendance registrations are accepted shall be clearlymarked and a sufficient number of suitable personnel shall be assigned to handle theregistrations.
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders
meetings upon presentation of attendance passes, registration cards, or other proof of
attendance. Solicitors soliciting proxy forms shall also bring personal identification
documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or
attending shareholders may hand in a registration card in lieu of signing in.
The Company shall furnish attending shareholders with the proceedings manual, annual
report, attendance pass, speaker's slips, voting slips, and other meeting materials. Where
there is an election of directors , pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by morethan one representative at a shareholders meeting. When a juristic person is appointed toattend as proxy, it may designate only one person to represent it in the meeting.
Article 7 Shareholders' meetings that are convened by the Board of Directors shall be chaired by the
Chairperson. If the Chairperson is unable to perform such duties due to leave of absence or
any reason, the Vice Chairperson shall act on the Chairperson's behalf. If the Vice
Chairperson is also unavailable, the Chairperson may appoint the Managing Director to act
on behalf. If the Company does not have a Managing Director, one of the Directors shallbe appointed to act on behalf; where no delegate has been appointed, the Managing
Director or the one appointed among the remaining Director shall act on the Chairperson'sbehalf.
When a Managing Director or a Director serves as chair, as referred to in the preceding
paragraph, the Managing Director or Director shall be one who has held that position forsix months or more and who understands the financial and business conditions of theCompany. The same shall be true for a representative of a juristic person director thatserves as chair.
It is advisable that shareholders meetings convened by the Board of Directors be attended
by a majority of the Directors.
For shareholders' meetings convened by any authorized party other than the Board of
Directors, the convener will act as the meeting Chairperson. If there are two or moreconveners at the same time, one shall be appointed among themselves to chair the meeting.
The Company may appoint its attorneys, certified public accountants, or related persons
retained by it to attend a shareholders meeting in a non-voting capacity.

63Article 8 The Company, beginning from the time it accepts shareholder attendance registrations,shall make an uninterrupted audio and video recording of the registration procedure, theproceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded audio-visual materials of the preceding paragraph shall be retained for atleast 1 year. However, if a shareholder makes a litigious claim against the Company
according to Article 189 of the Company Act, the abovementioned documents must be
retained until the end of the litigation.
Article 9 Attendance at shareholders meetings shall be calculated based on numbers of shares. The
number of shares in attendance shall be calculated according to the shares indicated by theattendance book and registration cards handed in plus the number of shares whose voting
rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time. However, when theattending shareholders do not represent a majority of the total number of issued shares, thechair may announce a postponement, provided that no more than two such postponements,
for a combined total of no more than 1 hour, may be made. If the quorum is not met after
two postponements and the attending shareholders still represent less than one third of thetotal number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph,
but the attending shareholders represent one third or more of the total number of issued
shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of theCompany Act; all shareholders shall be notified of the tentative resolution and anothershareholders meeting shall be convened within 1 month.
When, prior to conclusion of the meeting, the attending shareholders represent a majorityof the total number of issued shares, the chair may resubmit the tentative resolution for avote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10 If a shareholders meeting is convened by the Board of Directors, the meeting agenda shallbe set by the Board of Directors. With regard to the voting procedure of resolution of each
proposal (including extempore motions), it shall be pass the resolution on a one agenda by
one agenda basis. The meeting shall proceed in the order set by the agenda, which may
not be changed without a resolution of the shareholders meeting. The provisions of thepreceding paragraph apply mutatis mutandis to a shareholders meeting convened by aparty with the power to convene that is not the Board of Directors. The chair may not
declare the meeting adjourned prior to completion of deliberation on the meeting agendaof the preceding two paragraphs (including extempore motions), except by a resolution of
the shareholders meeting. If the chair declares the meeting adjourned in violation of therules of procedure, the other members of the Board of Directors shall promptly assist theattending shareholders in electing a new chair in accordance with statutory procedures, byagreement of a majority of the votes represented by the attending shareholders, and thencontinue the meeting.
The chair shall allow ample opportunity during the meeting for explanation anddiscussion of proposals and of amendments or extempore motions put forward by theshareholders; when the chair is of the opinion that a proposal has been discussed64

sufficiently to put it to a vote, the chair may announce the discussion closed, call for a voteand arrange sufficient and appropriate time for voting.
Article 11 Before speaking, an attending shareholder must specify on a speaker's slip the subject of
the speech, his/her shareholder account number (or attendance pass number), and accountname. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually
speak shall be deemed to have not spoken. When the content of the speech does notcorrespond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on thesame proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech
violates the rules or exceeds the scope of the agenda item, the chair may terminate thespeech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt
unless they have sought and obtained the consent of the chair and the shareholder that has
the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend ashareholders meeting, only one of the representatives so appointed may speak on the same
proposal.
After an attending shareholder has spoken, the chair may respond in person or direct
relevant personnel to respond.
Article 12 Voting at a shareholders meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders meetings, the number of shares held by ashareholder with no voting rights shall not be calculated as part of the total number ofissued shares.
When a shareholder is an interested party in relation to an agenda item, and there is thelikelihood that such a relationship would prejudice the interests of the Company, thatshareholder may not vote on that item, and may not exercise voting rights as proxy forany other shareholder.
The number of shares for which voting rights may not be exercised under the preceding
paragraph shall not be calculated as part of the voting rights represented by attending
shareholders.
With the exception of trust enterprises and certain share administration agencies approvedby the competent authority, a proxy may not represent more than 3% of total voting rights
when representing two or more shareholders at a time. Voting rights that exceed thisthreshold shall be excluded.
Article 13 Shareholders shall be entitled to one vote for each share held, except when the shares are
restricted shares or are deemed non-voting shares under Article 179, Paragraph 2 of theCompany Act. When the Company holds a shareholders meeting, it may allow theshareholders to exercise voting rights by correspondence or electronic means. Whenvoting rights are exercised by correspondence or electronic means, the method of exercise
shall be specified in the shareholders meeting notice. A shareholder exercising voting65

rights by correspondence or electronic means will be deemed to have attended themeeting in person, but to have waived his/her rights with respect to the extempore
motions and amendments to original proposals of that meeting; it is therefore advisablethat the Company avoid the submission of extempore motions and amendments tooriginal proposals. A shareholder intending to exercise voting rights by correspondence orelectronic means under the preceding paragraph shall deliver a written declaration of
intent to the Company at least 2 days before the date of the shareholders meeting. When
duplicate declarations of intent are delivered, the one received earliest shall prevail,except when a declaration is made to cancel the earlier declaration of intent. After ashareholder has exercised voting rights by correspondence or electronic means, in theevent the shareholder intends to attend the shareholders meeting in person, a written
declaration of intent to retract the voting rights already exercised under the preceding
paragraph shall be made known to the Company, by the same means by which the voting
rights were exercised, at least 2 days before the date of the shareholders meeting. If thenotice of retraction is submitted after that time, the voting rights already exercised bycorrespondence or electronic means shall prevail. When a shareholder has exercised
voting rights both by correspondence or electronic means and by appointing a proxy toattend a shareholders meeting, the voting rights exercised by the proxy in the meetingshall prevail.
Except as otherwise provided in the Company Act and in the Company's Articles ofIncorporation, the resolution of a proposal shall require an affirmative majority of thevoting rights represented by attending shareholders. At the time of a vote, for each
proposal, the chair or a person designated by the chair shall first announce the total
number of voting rights represented by the attending shareholders.
With the exception of proposals listed on the agenda, other proposals submitted byshareholders or the amended or alternative versions of the original proposal shall require
endorsement of other shareholders. The shares represented by the person submitting the
proposal and the shareholders that endorsed the proposal is required to exceed one percent(1%) of all voting rights of issued shares. In case there are any amendments or alternative
solutions for the same proposal, the chair shall combine these amendments/alternative
solutions with the original proposal and decide their priority for voting. In case one ofthese cases has already been resolved, the other cases shall be considered rejected. No
further voting shall be required. The chair shall appoint personnel to monitor or count thevotes. The individuals monitoring the votes, however, shall be the shareholders of theCompany. Vote counting for shareholders meeting proposals or elections shall be
conducted in public at the place of the shareholders meeting. Immediately after votecounting has been completed, the results of the voting, including the statistical tallies of
the numbers of votes, shall be announced on-site at the meeting, and a record made of thevote.
Article 14 The election of Directors at a shareholders meeting shall be held in accordance with theapplicable election and appointment rules adopted by the Company, and the voting results
shall be announced on-site immediately, including the names of those elected as Directors
and the numbers of votes with which they were elected. The ballots for the election66referred to in the preceding paragraph shall be sealed with the signatures of themonitoring personnel and kept in proper custody for at least 1 year. However, if ashareholder makes a litigious claim against the Company according to Article 189 of theCompany Act, the abovementioned documents must be retained until the end of thelitigation.

Article 15 Matters relating to the resolutions of a shareholders meeting shall be recorded in themeeting minutes. The meeting minutes shall be signed or sealed by the chair of themeeting and a copy distributed to each shareholder within 20 days after the conclusion of
the meeting.
The meeting minutes may be produced and distributed in electronic form. The Company
may distribute the meeting minutes of the preceding paragraph by means of a publicannouncement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of themeeting, the chair's full name, the methods by which resolutions were adopted, and asummary of the deliberations and their voting results. When there is an election of
directors, the each candidate votes shall be disclosed. The meeting minutes and eachcandidate votes shall be retained for the duration of the existence of the Company.
A proposal passed via the resolution method in the preceding paragraph shall be recorded
as "passed unanimously after the chair inquires the all shareholders in attendance" after
the chair has inquired all attending shareholders and no shareholders have voiced an
objection; however, if a shareholder voiced an objection to the proposal, the method ofvoting, the approval voting rights, and the voting rights ratio shall be recorded.
Article 16 On the day of a shareholders meeting, the Company shall compile in the prescribed
format a statistical statement of the number of shares obtained by solicitors throughsolicitation and the number of shares represented by proxies, and shall make an express
disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information
under applicable laws or regulations or under Taiwan Stock Exchange Corporation (orTaipei Exchange) regulations, the Company shall upload the content of such resolution to
the MOPS within the prescribed time period.
Article 17 Staff handling administrative affairs of a shareholders meeting shall wear identification
cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at themeeting place. When proctors or security personnel help maintain order at the meeting
place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any
device other than the public address equipment set up by the Company, the chair may
prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction,
67

obstructing the proceedings and refusing to heed calls to stop, the chair may direct theproctors or security personnel to escort the shareholder from the meeting.
Article 18 When a meeting is in progress, the chair may announce a break based on time
considerations. If a force majeure event occurs, the chair may rule the meeting
temporarily suspended and announce a time when, in view of the circumstances, themeeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items(including extempore motions) on the meeting agenda have been addressed, theshareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting
within 5 days in accordance with Article 182 of the Company Act.
Article 19 These Rules, and any amendments hereto, shall be implemented after adoption byshareholders meetings.
The first amendment was made on May 28 2020.

68

(Appendix5)
Brogent Technologies Inc.
Shareholding Status of Directors
1) The Company's paid-in capital is NT$609,643,580 a total number of 60,964,358 shares have been
issued.
2) According to Article 26 of the Securities and Exchange Act, the total amount of shares held by theentire body of Directors or Supervisors shall not be less than the following number of shares:
4,877,148 shares.
According to Article 2 of the "Rules and Review Procedures for Director and Supervisor ShareOwnership Ratios at Public Companies," if a public company has elected two or more
Independent Directors, the share ownership figures calculated at the rates set forth in thepreceding paragraph for all Directors other than the Independent Directors and shall be decreased
by 20 percent.
3) The shares held by individual shareholders, all Directors as of the book closure date of thisshareholders meeting (March 29, 2022) are shown in the table below.
The number of shares has reached the amount required by the Securities and Exchange Act.
Number of shares held asrecorded in the List of
Shareholders on the bookTermclosure date
Title
Name
Date elected (Year)
Percentage ofSharescurrently
issued shares
3
3,807,191
6.24
Chairperson
Chih-Hung Ouyang 109.05.28
Director
Director
Independent
Director
Independent
Director
Independent
Director

Chih-Chuan Chen,
representativeof 109.05.28
Changchun
Investment Co., Ltd.
109.05.28
Chin-Huo Huang

32,150,271

3.53

3

1,149,442

1.89

Lewis Lee

109.05.28

300Chih-Poung Liou

109.05.28

300

Jih-Ching Chiu

109.05.28

30

0

7,106,904

11.66

Shareholdings of all directors

69