Brogent Technologies Inc.
Rules of Procedure for Shareholders Meetings

Article 1 To establish a strong governance system and sound supervisory
capabilities for the Company'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 these Rules.
The shareholder referred to in the Rules shall mean the shareholder or theproxy 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 noticeand proxy forms, and the origins of and explanatory materials relating to all
proposals, including proposals for ratification, matters for deliberation, or theelection 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 meetingor at least 15 days before the date of an extraordinary shareholders meeting. The
Company shall prepare electronic versions of the shareholders meeting agenda andsupplemental meeting materials and upload them to the MOPS at least 21 days
before the date of the annual shareholders meeting or at least 15 days before thedate of the extraordinary shareholders meeting. In addition, at least 15 days before
the date of the shareholders meeting, the Company shall also have prepared theshareholders meeting agenda and supplemental meeting materials and made themavailable for review by shareholders at any time. The meeting agenda andsupplemental materials shall also be displayed at the Company and theprofessional 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 and public announcement. With
the consent of the addressee, the meeting notice may be given in electronic form.
Matters pertaining to election or discharge of directors, alteration of the Articles ofIncorporation, 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 formof new shares, dissolution, merger, spin-off , or any matters as set forth inParagraph I, Article 185 hereof shall be itemized in the causes or subjects to be
described and the essential contents shall be explained in the notice to convene ameeting of shareholders, and shall not be brought up as extemporary motions; theessential contents may be posted on the website designated by the competentauthority in charge of securities affairs or the company, and such website shall be
indicated in the above notice. All directors of a company are re-elected and its startdate is defined in the notice of reasons for the shareholders meeting and 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 atan annual shareholders' meeting. Such proposals, however, are limited to one item
only, and no proposal containing more than one item will be included in themeeting agenda; however, a shareholder proposal proposed for urging a company
to promote public interests or fulfill its social responsibilities may still be includedin the list of proposals to be discussed at a regular meeting of shareholders by theboard of directors. In addition, when the circumstances of any Subparagraph of
Article 172-1, Paragraph 4 of the Company Act apply to a proposal submitted by ashareholder, the Board of Directors may exclude it from the agenda.
Prior to the book closure date before a regular shareholders meeting is held, theCompany shall publicly announce that it will receive shareholder proposals inwriting or by way of electronic 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 byproxy at the annual shareholders meeting and take part in discussion of the
proposal. Prior to the date for issuance of notice of a shareholders meeting, theCompany shall inform the shareholders who submitted proposals of the proposal
screening results, and shall list in the meeting notice the proposals that conformto the provisions of this Article. At the shareholders meeting the Board of
Directors shall explain the reasons for exclusion of any shareholder proposals
not included in the agenda.

Article 4 If a shareholder is unable to attend the shareholders' meeting in person, aproxy can be appointed by completing the Company's proxy form and by

specifying the scope of delegated 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 theCompany 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 proxy appointment. Aftera proxy form has been delivered to the Company, if the shareholder intends
to attend the meeting in person or to exercise voting rights bycorrespondence or electronically, a written notice of proxy cancellation shallbe submitted to the Company at least 2 days before the meeting date. If thecancellation 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 theCompany, or a place easily accessible to shareholders and suitable for ashareholders meeting. The meeting may begin no earlier than 9AM and nolater than 3PM.
Article 6 The Company shall specify in its shareholders meeting notices the time during
which shareholder 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 themeeting commences. The place at which attendance registrations are accepted shallbe clearly marked and a sufficient number of suitable personnel shall be assigned
to handle the registrations.
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 bringpersonal identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book tosign, 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 more than one representative at a shareholders meeting. When a juristic

person is appointed to attend as proxy, it may designate only one person torepresent it in the meeting.

Article 7 Shareholders' meetings that are convened by the Board of Directors shallbe 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 onbehalf. If the Company does not have a Managing Director, one of the
Directors shall be appointed to act on behalf; where no delegate has been
appointed, the Managing Director or the one appointed among theremaining Director shall act on the Chairperson's behalf.
When a Managing Director or a Director serves as chair, as referred to in
the preceding paragraph, the Managing Director or Director shall be one
who has held that position for six months or more and who understands
the financial and business conditions of the Company. The same shall betrue for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the Board of
Directors be attended by a majority of the Directors.
For shareholders' meetings convened by any authorized party other thanthe Board of Directors, the convener will act as the meeting Chairperson.
If there are two or more conveners 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.
Article 8 The Company, beginning from the time it accepts shareholder attendanceregistrations, shall make an uninterrupted audio and video recording of
the registration procedure, the proceedings of the shareholders meeting,and the voting and vote counting procedures.
The recorded audio-visual materials of the preceding paragraph shall be
retained for at least 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 thelitigation.
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 the attendance 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 the attending shareholders do not represent a majority of thetotal number of issued shares, the chair may announce a postponement,
provided that no more than two such postponements, for a combined total ofno more than 1 hour, may be made. If the quorum is not met after two
postponements and the attending shareholders still represent less than one
third of the total number of issued shares, the chair shall declare the meeting
adjourned.
If the quorum is not met after two postponements as referred to in thepreceding 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 the Company Act; allshareholders 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 majority of the total number of issued shares, the chair may
resubmit the tentative resolution for a vote by the shareholders meeting
pursuant to Article 174 of the Company Act.
Article 10 If a shareholders meeting is convened by the Board of Directors, the meeting
agenda shall be set by the Board of Directors. With regard to the voting procedureof resolution of each proposal (including extempore motions), it shall be pass theresolution on a one agenda by one agenda basis. The meeting shall proceed in theorder set by the agenda, which may not be changed without a resolution of theshareholders meeting. The provisions of the preceding paragraph apply mutatis
mutandis to a shareholders meeting convened by a party with the power toconvene that is not the Board of Directors. The chair may not declare the meeting
adjourned prior to completion of deliberation on the meeting agenda of thepreceding two paragraphs (including extempore motions), except by a resolutionof the shareholders meeting. If the chair declares the meeting adjourned inviolation of the rules of procedure, the other members of the Board of Directors
shall promptly assist the attending shareholders in electing a new chair inaccordance with statutory procedures, by agreement of a majority of the votes
represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation anddiscussion of proposals and of amendments or extempore motions put forward
by the shareholders; when the chair is of the opinion that a proposal has been
discussed sufficiently to put it to a vote, the chair may announce the discussion
closed, call for a vote and 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 (orattendance pass number), and account name. The order in whichshareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does
not actually speak shall be deemed to have not spoken. When the content of
the speech does not correspond to the subject given on the speaker's slip,
the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak morethan twice on the same proposal, and a single speech may not exceed 5
minutes. If the shareholder's speech violates the rules or exceeds the scopeof the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not
speak or interrupt unless they have sought and obtained the consent of thechair and the shareholder that has the floor; the chair shall stop any
violation.
When a juristic person shareholder appoints two or more representatives toattend a shareholders meeting, only one of the representatives so appointed
may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person
or direct relevant personnel to respond.
Article 12 Voting at a shareholders meeting shall be calculated based the number ofshares.
With respect to resolutions of shareholders meetings, the number of shares
held by a shareholder with no voting rights shall not be calculated as part of
the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, andthere is the likelihood that such a relationship would prejudice the interestsof the Company, that shareholder may not vote on that item, and may not
exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised underthe preceding paragraph shall not be calculated as part of the voting rights
represented by attending shareholders.
With the exception of trust enterprises and certain share administration
agencies approved by the competent authority, a proxy may not represent
more than 3% of total voting rights when representing two or moreshareholders at a time. Voting rights that exceed this threshold 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 the Company Act. When the Company holds ashareholders meeting, it may allow the shareholders to exercise voting
rights by correspondence or electronic means. When voting rights are
exercised by correspondence or electronic means, the method of exercise
shall be specified in the shareholders meeting notice. A shareholder
exercising voting rights by correspondence or electronic means will bedeemed to have attended the meeting in person, but to have waived his/herrights with respect to the extempore motions and amendments to original
proposals of that meeting; it is therefore advisable that the Company avoid
the submission of extempore motions and amendments to original
proposals. A shareholder intending to exercise voting rights bycorrespondence or electronic means under the preceding paragraph shalldeliver a written declaration of intent to the Company at least 2 days
before the date of the shareholders meeting. When duplicate declarationsof intent are delivered, the one received earliest shall prevail, except whena declaration is made to cancel the earlier declaration of intent. After ashareholder has exercised voting rights by correspondence or electronicmeans, in the event 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 madeknown 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 the notice of retraction is submitted after that time, the voting rights
already exercised by correspondence or electronic means shall prevail.
When a shareholder has exercised voting rights both by correspondence orelectronic means and by appointing a proxy to attend a shareholders
meeting, the voting rights exercised by the proxy in the meeting shallprevail.

Except as otherwise provided in the Company Act and in the Company's
Articles of Incorporation, the resolution of a proposal shall require anaffirmative majority of the voting 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 by shareholders or the amended or alternative versions of theoriginal proposal shall require endorsement of other shareholders. The
shares represented by the person submitting the proposal and theshareholders 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 shallcombine these amendments/alternative solutions with the original proposal
and decide their priority for voting. In case one of these cases has alreadybeen resolved, the other cases shall be considered rejected. No further
voting shall be required. The chair shall appoint personnel to monitor orcount the votes. The individuals monitoring the votes, however, shall be
the shareholders of the Company. Vote counting for shareholders meeting
proposals or elections shall be conducted in public at the place of theshareholders meeting. Immediately after vote counting has been
completed, the results of the voting, including the statistical tallies of thenumbers of votes, shall be announced on-site at the meeting, and a record
made of the vote.
Article 14 The election of Directors at a shareholders meeting shall be held in accordancewith the applicable election and appointment rules adopted by the Company, andthe 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 election referred to in the preceding paragraph shall be sealedwith the signatures of the monitoring personnel and kept in proper custody for atleast 1 year. However, if a shareholder makes a litigious claim against theCompany according to Article 189 of the Company Act, the abovementioned
documents must be retained until the end of the litigation.

Article 15 Matters relating to the resolutions of a shareholders meeting shall berecorded in the meeting minutes. The meeting minutes shall be signed orsealed by the chair of the meeting and a copy distributed to eachshareholder 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 public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, andplace of the meeting, the chair's full name, the methods by which
resolutions were adopted, and a summary of the deliberations and theirvoting results. When there is an election of directors, the each candidate
votes shall be disclosed. The meeting minutes and each candidate 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 berecorded as "passed unanimously after the chair inquires the all shareholders inattendance" after the chair has inquired all attending shareholders and noshareholders have voiced an objection; however, if a shareholder voiced an
objection to the proposal, the method of voting, the approval voting rights, andthe voting rights ratio shall be recorded.

Article 16 On the day of a shareholders meeting, the Company shall compile in theprescribed format a statistical statement of the number of shares obtainedby solicitors through solicitation and the number of shares represented byproxies, and shall make an express disclosure of the same at the place ofthe 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 (or Taipei Exchange) regulations, the Company
shall upload the content of such resolution to the MOPS within theprescribed 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 maintainorder at the meeting place. When proctors or security personnel help
maintain order at the meeting place, they shall wear an identification card or
armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak
through any device other than the public address equipment set up by theCompany, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's
correction, obstructing the proceedings and refusing to heed calls to stop,
the chair may direct the proctors or security personnel to escort theshareholder from the meeting.
Article 18 When a meeting is in progress, the chair may announce a break based ontime considerations. If a force majeure event occurs, the chair may rule themeeting temporarily suspended and announce a time when, in view of thecircumstances, the meeting 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 beenaddressed, the shareholders meeting may adopt a resolution to resume themeeting 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 by shareholders meetings.