Stock code:5263

Brogent Technologies Inc.

2023 Annual Meeting of Shareholders
Proceedings Manual

Date: Wednesday, May 31, 2023
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 ........................................................................................................................... 5
V.Matters for Discussion and Votes ............................................................................................ 6
VI.Extempore Motions ............................................................................................................... 9
VII.Attachments(1).Business Report ........................................................................................................... 10(2).Audit Committee Audit Report.................................................................................... 12(3).2022 CPA Audit Report and Financial Report ............................................................. 13
VIII.Appendices(1).Articles of Incorporation .............................................................................................. 22(2).Procedures for Election of Directors ............................................................................ 27(3).Rules of Procedure for Shareholders Meetings ............................................................ 30(4).Shareholding Status of Directors ................................................................................. 38

Brogent Technologies Inc.
Proceedings of the 2023 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 2023 Annual Meeting of Shareholders
Meeting Type: Physical Shareholders Meeting
Time: 9:00AM, Wednesday, May 31, 2023
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): 2022 Business Report.
(2): 2022 Audit Committee Audit Report.
(3): The Status of 2022 Cash distribution of Capital Surplus.
(4): The Status of issuing Convertible Corporate Bonds.
4) Ratifications(1): 2022 Business Report and Financial Report.
(2): 2022 Deficit Compensation Statement.
5) Matters for Discussion and Votes(1): The comprehensive re-election of Directors.
(2): The proposal for lifting the ban on competition between newly elected
Directors and their representatives.
6) Extempore Motions
7) Meeting Adjourned2

Reports
I: The 2022 Business Report is hereby submitted for review.
Please refer to Attachment 1 on page 10-11 of the Manual for the Business Report.
II: The 2022 Audit Committee Audit Report is hereby submitted for review.
Please refer to Attachment 2 on page12 of the Manual for the Audit Committee
Audit Report.
III: The Proposal for 2022 Cash distribution of Capital Surplus.
Explanation: 1. It is proposed to distribute NT$93,776,126 from capital surplus of theissuing premium of the par value of the common share pursuant to
Article 241 of the Company Act. A cash dividend of NT$1.5 per shareis to be distributed based on the 62,517,417 shares outstanding.
2. The distribution will be based on the list of shareholders registered asof the record date of cash distribution of capital surplus. The
aforementioned cash distribution will be paid to the rounded-down
full NT dollar.
3. The Chairman is authorized to separately determine related matterssuch as the Dividend Record Date and Distribution Date.
4. If the number of total shares outstanding is affected by changes in thecompany's share capital or other reasons, such that the ratios of the
cash dividends are affected and must be adjusted, the Broad of
Directors authorized the Chairman to handle it with full authority.
IV: The status of issuing convertible corporate bonds is hereby submitted for review.
Explanation: The status of issuing convertible corporate bonds is as follows:3

Third domestic unsecured
convertible bonds
2020.10.12
NT$100,000
Issued by 101.64% of par value
NT$700,000,000
0%5 yearExpiration date: Oct. 12, 2025

Forth domestic unsecured
convertible bonds
2020.10.15
NT$100,000
Issued by par value
NT$500,000,000
0%4 yearExpiration date: Oct. 15, 2024

Assurance
institution

None

None

Repayment

Except for the repayment by thecompany, sell of the bond holders
or person who convert, when it
comes to expiration, the company
will repay per par value along withinterest by cash.

Except for the repayment by thecompany, sell of the bond holders
or person who convert, when it
comes to expiration, the company
will repay per par value along withinterest by cash.

Type
Issue date
Par value
Issue priceTotal value
Interest rate
Expiration date

Outstanding
NT$97,700,000
NT$175,500,000
principal
Till April 2,
2023 book
Amount of execution on conversion Amount of execution on conversion
closing datebonds: NT$324,500,000; total
amount of the bonds: NT$602,300,000; total
corporate(converted) common shares:(converted) common shares:
bonds
5,736,023
3,0146,743
convertible
into shares
The possible
dilutionconditions andinfluence onshareholders'
No great influences yet
No great influences yet
equity causedby the issuanceand conversion
and the termsof issuance4

Ratifications
Item 1: The 2022 Business Report and Financial Report are hereby submitted for
ratification. (Proposed by the Board of Directors)
Explanation: 1. The Company's 2022 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 2022 Business Report (please refer to Attachment 1
on page 10-11 of the Manual) and Financial Report (please refer toAttachment 3 on page 13-21 of the Manual).
3. The reports are hereby submitted for ratification.
Resolution:
Item 2: The 2022 Deficit Compensation Statement is hereby submitted for ratification.
(Proposed by the Board of Directors)
Explanation: 1. The Company's 2022 Deficit Compensation Statement is as follows:
BROGENT TECHNOLOGIES INC.
Deficit Compensation Statement
2022

UNIT：NT$
AmountItem

Subtotal

Deficit un-compensated at the beginning of 2022
ADD(LESS)：
Remeasurement of Investments accounted forusing equity method

Total(181,725,079)(553,751)

Reversal of Special reserve

14,857,302

Net loss in 2022

(60,726,218)

Accumulated deficit(46,422,667)

Deficit un-compensated at the end of 2022

(228,147,746)

Legal reserve

127,421,032

Capital surplus

100,726,714

End of 2022

Chairman:

0

General Manager:

2. The reports are hereby submitted for ratification.
Resolution:5

Accounting Manager:

Matters for Discussion and Votes
Item 1: A vote is hereby called for the comprehensive re-election of Directors.
(Proposed by the Board of Directors)
Explanation: 1. The terms of the Company's current Directors shall reach three
years on May 27, 2023 and a re-election shall be held at thisShareholders Meeting in accordance with regulations.
2. The Directors and Supervisors elected today shall serve a term of
three years from May 31, 2023 to May 30, 2026. The terms of theoriginal Directors shall expire upon the completion of the electionin this Annual Shareholders Meeting.
3. According to Article 14 of the Company's Articles of Incorporation,eight Directors (including four Independent Directors) are elected ona candidate nomination system. The list of candidates for Directors
and Independent Directors information is as follows:
Directors list
Name

Chih-Hung OuyangElectrical Engineering, National
Yat-sen University
R&D Engineer, Acer Incorporated
Project Manager, Ai West Co., Ltd.
President, Micro Sova Co., Ltd.

Education
Experience

Sun

Number of shares held

3,807,191 shares

Name

Chang chun Investment
Representative
Chih-Chuan Chen

Education

M.B.A., National Taiwan University

Experience

Juridical Person Director Representative of
Miho International Cosmetic Co., Ltd.
Juridical Person Director Representative of
MEGA GROWTH VENTURE CAPITAL
CO., LTD.
Vice President, Investment Administration
Division, RT-Mart International

Number of shares held

2,150,271 shares

Name

Chin-Huo Huang

Co.,

Ltd.

Chang Hua Industrial Vocational HighSchoolChairman, Fu Ying Metal Industrial Co.,
Ltd.

Education
Experience
Number of shares held

6

1,149,442 shares

LARGOU MORI CO., LTD.
Representative
Shen-Hao Cheng
The doctorate degree of Meiji University/Graduate School of Commerce.
LARGOU MORI CO., LTD.
Chairman

Name
Education
Experience
Number of shares held

1,724,888 shares

Independent Directors list
Name

Lewis Lee

Education

National Chengchi University, Departmentof Accounting.

Experience

Partner, PwC, Taiwan.

Number of shares held

0 sharesName

Chih-Poung Liou

Education

LL. M., University of Tokyo (Japan)

Experience

Managing Partner, Stellex Law Firm.

Number of shares held

0 sharesName

Jih-Ching Chiu

Education

Ph.D., CSIE, Chiao-Tung University,

Experience

Associate Professor, National Sun Yat-sen
University

Number of shares held

0 shares

Name

Keng-Shin Lin
College of Medicine, Taipei Medical
University
Chief Physician, Kaohsiung Municipal
Kai-Syuan Psychiatric Hospital

Education
Experience
Number of shares held

7

0 shares4. Submitted for election.
Resolution:
Item 2: 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 approvalthe 2023 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

Name
Chih-Hung
OuyangOther positions
Chairman, Fu Wu Investment Ltd.
Director
Chairman, Brogent Global Inc.
Vice President, Investment
Administration Division, RT-Mart
International
Chang chun Juridical Person Director
Investment
Representative of MEGA GROWTH
Co., Ltd.
VENTURE CAPITAL CO., LTD.
Director
Representative Juridical Person Director
Chih-Chuan Representative of MIHOChen
INTERNATIONAL COSMETIC
CO., LTD.
Juridical Person Director
Representative of Mirror Vision INC.
Chin-Huo
Chairman, Fu Ying Metal Industrial
Director
Huang
Co., Ltd.
LARGOUMORI CO.,LARGOU MORI CO., LTD.(TW)
LTD.
Chairman
Director
Representative LARGOU MORI CO.,LTD.(JAPAN)
Shen-Hao
ChairmanCheng
Vice director, ZHI CHENG
Co-located CPA Firm.
Independent Director,
Independent
Lewis Lee
POYA International Co., Ltd.
Director
Independent Director,
ALL RING TECH CO., LTD.
Independent Director,

8

ScinoPharm Taiwan, Ltd.
Independent
Director
Independent
Director
Independent
Director

Chih-Poung
Liou
Jih-Ching
Chiu
Keng-ShinLin

4. Submitted for discussion.
Resolution:

Extempore motions
Meeting adjourned

9Managing Partner, Stellex Law Firm.
Associate Professor, National Sun
Yat-sen University
Dean of Dr. Lin’s Healing Clinic

(Attachment 1)

Brogent Technologies Inc.
Business Report
1) Operating policies
In 2023, Brogent Group will step forward toward the following directions: 1.
Product Diversification: Innovative technology to develop diversified new equipment
and expand overall market penetration rate. 2. High-end technology: Cooperate withdomestic manufacturers to create small LED dome screen, and continue to lay out
immersive experience in the Metaverse. 3. Revenue diversification: Expand the global
operation base and enhance the digital content film database, and increase the numberof film licenses.
The Company's layout in the somatosensory amusement equipment market. In
addition to continuous investment in research and development, optimization andexpansion of product lines, the pursuit of market coverage, providing complete
solutions, cross-domain system integration capabilities, multiple business models,
outright sale of the equipment, rental film authorization, and development ofoperating sites, become a world-class new media entertainment supplier. In the future,
Brogent is ready for the opportunity for large-scale entertainment system replacement
as the world is lifting all the pandemic restrictions and bringing about a U-shaped
recovery in the leisure tourism industry. With the product line of large, medium andsmall equipment, it is expected to sell the equipment to amusement parks,
independent based on flying theaters and various types of entertainment centers.

2) Business Plan Implementation Results
The Company's consolidated net operating revenue in 2022 amounted to
NT$803.766 million, an increase of approximately 2.03% from the net operating
revenue of NT$787.749 million in 2021. The Company's net loss in the current periodamounted to NT$62.398 million, a decrease of 53.20% from the net loss of
NT$133.323 million in 2021.

3) Operating Income and Budget Execution(1). Operating Income
The categories of consolidated operating revenue in 2022 included project
revenue, service revenue, ticket revenue and other operations, and the total amount
was NT$803.766 million. Affected by COVID-19, the progress of projects and orders
is relatively delayed, resulting in slow revenue progress.
(2). Operating Expenses
Total consolidated operating expenses in 2022 amounted to NT$577.780 million,
an increase of NT$21.139 million from the NT$556.641 million of 2021. The main
reason is that the company continues to invest resources in product marketing toincrease the market visibility of products and operating bases.

4) Profitability Analysis
The Company's operating expense ratio increased 3.80% and net loss decreased
53.20% compared with 2021, mainly affected by COVID-19 epidemic on market
recovery. The Company will maximize shareholder’s value through product10

diversification, revenue diversification, high-end technology, and strong competitive
advantages in 2023.

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 decreased NT$18.304 million
compared with 2021. The main reason is the capitalization of some R&D products,
the optimization of product design and manufacturing process. The company adheres
to continuous innovation and R&D to obtain national patents. In order to achieve"corner overtaking" through continuous research and development, technology
leadership and diversified business models. The goal is to push the group's revenue
scale to the level of the world's first-tier entertainment system suppliers.

Chairman:

General Manager:

Accounting Manager:11(Attachment 2)

Brogent Technologies Inc.
Audit Committee Audit Report
The Business Report, Financial statements and Deficit Compensation
Statement of 2022 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

2023Annual Shareholders Meeting of Brogent Technologies Inc.

Audit Committee Convener:

March 15, 2023

12

(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, 2022 and 2021, 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, 2022 and 2021, 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 the Standards on Auditing of the Republic ofChina. 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 theGroup 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 in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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, 2022. 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,
2022 is stated as follows:
The recognition of project contract revenue
Project contract revenue is the main operating revenue of the Group. The Group recognizes revenue
based on the stage of completion of performance obligations. Since the recognition of project contract
revenue is calculated manually and involves critical accounting estimates and judgments, there may be
a calculation error; therefore it was deemed to be a key audit matter.
Refer to Notes 4, 5 and 24 for accounting policy on project contract, accounting estimates andassumptions, and details of project revenue.
We performed the following audit procedures on the above key audit matter:13

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 project contract revenue, including the measurement of the percentage ofcompletion.
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 project 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, 2022 and 2021 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 Standards on Auditing of the Republic ofChina 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 Standards on Auditing of the Republic of China, 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.
143.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related 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, 2022 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 15, 2023
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.
15

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETSDECEMBER 31, 2022 AND 2021
(In Thousands of New Taiwan Dollars)

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 fair value through other comprehensive income - current(Notes 4 and 8)
Financial assets at amortized cost - current (Notes 4, 9 and 32)
Accounts receivable, net (Notes 4, 5 and 10)
Contract assets - current (Notes 4, 5 and 24)
Current tax assets (Notes 4 and 26)
Inventories (Notes 4 and 11)
Prepayments
Other current assets

December 31, 2022
Amount%December 31, 2021
Amount%$$675,485
287,613103,001
216,053
1,172,733
325
223,297
121,126
18,004

14
6
2
4
25
5
3
-

63

2,817,637

59

378,155
56,9501,755
758,358
287,013
196,740
90,49919,48464,179

8
1
15
6
4
2
1

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

6
1
20
7
4
2
1

1,853,133

37

1,958,802

41$ 4,951,373

100$ 4,776,439

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, 9 and 32)
Investments accounted for using equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4, 14 and 32)
Right-of-use assets (Notes 4 and 15)
Intangible assets (Notes 4 and 16)
Deferred tax assets (Notes 4 and 26)
Refundable deposits
Other noncurrent assets
Total noncurrent assets
TOTAL

721,736
118,819
130,000
144,788
270,332
1,303,225
891
320,604
63,702
24,143

15
2
3
3
5
26
7
1
1

3,098,240

LIABILITIES AND EQUITYCURRENT LIABILITIESShort-term borrowings (Note 17)
Notes payable (Note 19)
Accounts payable (Note 19)
Contract liabilities - current (Note 24)
Other payables (Note 20)
Current tax liabilities (Notes 4 and 26)
Provisions - current (Note 4)
Lease liabilities - current (Notes 4 and 15)
Current portion of long-term borrowings (Note 17)
Current portion of bonds payable (Notes 4 and 18)
Other current liabilities$

Total current liabilities
NONCURRENT LIABILITIESBonds payable (Notes 4 and 18)
Long-term borrowings (Note 17)
Deferred tax liabilities (Notes 4 and 26)
Lease liabilities - noncurrent (Notes 4 and 15)
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 23)
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 deficit to be compensated
Other equity
Total equity attributable to owners of the Corporation
NON-CONTROLLING INTERESTS (Note 23)
Total equity
TOTAL

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

16

321,840
11,772
110,649
68,223
83,2902,490
8,620
64,41449,334
219,204
3,190

7
2
1
2
1
1
5
-

943,026$

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
-

19

881,36318

261,577
268,220
27,010257,167551
5319,291
227,560
41,141
273,6766
5
1
6813,97416

861,66818

1,757,000

35

1,743,031

36

614,431
10,743625,174
2,648,189

13
13
54

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

12
1
13
53

127,421
14,857(243,005)(100,727)
21,484

3
(5)
(2)
-

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

3
(4)
(1)
(1)

3,194,120

65

3,032,000

64

253

-

1,408

-

3,194,373

65

3,033,408

64$ 4,951,373

100$ 4,776,439

100

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In Thousands of New Taiwan Dollars, Except Loss Per Share)

2022
Amount%2021
Amount%803,766100

787,749100

OPERATING COSTS (Notes 10 and 25)

473,24959411,243

52

GROSS PROFIT

330,51741

376,506

48

OPERATING EXPENSES (Notes 9, 24 and 25)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss

74,973
293,387
189,445
19,975937
24
253,715
248,857
207,749
46,320732
26
6577,78072

556,64171

OPERATING LOSS

(247,263)(31)(180,135)(23)

NON-OPERATING INCOME AND EXPENSES(Note 25)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of associates accounted
for using the equity method

8,514
19,022
159,954(23,717)

1
2
20
(3)

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

1
6
(3)

(468)

-

(6,029)(1)

Total non-operating income and expenses

163,30520

26,353

3

LOSS BEFORE INCOME TAX(83,958)(11)(153,782)(20)

INCOME TAX BENEFIT (Notes 4 and 26)(21,560)(3)(20,459)(3)

NET LOSS FOR THE YEAR

(62,398)(8)(133,323)

(17)

-

-

(350)

-

30,000

4

-

-

-

-

70
(Continued)

NET OPERATING REVENUE (Notes 4, 5, 24 and31)

Total operating expenses

OTHER COMPREHENSIVE INCOME (Notes 21
and 23)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans
Unrealized gains on investments in equity
instruments at fair value through othercomprehensive income
Income tax relating to items that will not bereclassified subsequently to profit or loss

17

$

$

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In Thousands of New Taiwan Dollars, Except Loss Per Share)

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
method2022
Amount%30,911

4(33)$

Other comprehensive loss for the year, netof income tax

2021
Amount%(14,229)

(2)

-

(355)

-

60,8788(14,864)(2)$

TOTAL COMPREHENSIVE LOSS FOR THE
YEAR$(1,520)-$ (148,187)(19)

NET LOSS ATTRIBUTABLE TO:
Owners of the Corporation
Non-controlling interests$(60,726)(1,672)(8)-$ (131,956)(1,367)(17)-$(62,398)(8)$ (133,323)

(17)

$

189
(1,709)-$ (145,203)(2,984)(19)-$(1,520)-$ (148,187)(19)

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

LOSS PER SHARE (Note 27)
Basic
Diluted$$(0.99 )
(0.99 )$$

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

18(2.31 )
(2.31 )

(Concluded)

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In Thousands of New Taiwan Dollars)
Equity Attributable to Owners of the Corporation

BALANCE AT JANUARY 1, 2021
Net loss in 2021
Other comprehensive loss in 2021, net of income tax

Ordinary
SharesAdvance
Receipts for
Ordinary
Share

$

$

557,474-

CapitalSurplus-$ 2,021,953-

Retained Earnings (Deficit to be Compensated)
SpecialUnappropriatedLegal Reserve
Reserve
Earnings

Exchange
Differences on
Translation of
Foreign
Operations

Other Equity
Unrealized
Gain or loss
On financial
Assets at
FVTOCI$$$

127,421-$

14,857-$(48,972)(131,956)(280)(26,464)(12,967)

-

Total
$

Non-controlling
Interests

Total(26,464)(12,967)$ 2,646,269(131,956)(13,247)$

Total Equity

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

Total comprehensive loss in 2021
Convertible bonds converted to ordinary shares
Changes in percentage of ownership interest in subsidiaries (Note 12)
Additional non-controlling interest recognized on issue of employee shareoptions by subsidiaries

16,167-36,003-

480,394(1,113)--(132,236)(517)(12,967)--(12,967)-(145,203)
532,564(1,630)(2,984)
1,630(148,187)
532,564
-

-

-

-

-

-

-

-

-

-

-

4

4

BALANCE AT DECEMBER 31, 2021
Net loss in 2022
Other comprehensive income in 2022, net of income tax

573,641-

36,003-2,501,234-

127,421-

14,857-(181,725)(60,726)-(39,431)
30,91530,000(39,431)
60,9153,032,000(60,726)
60,915

1,408(1,672)(37)

3,033,408(62,398)
60,878

Total comprehensive loss in 2022
Convertible bonds converted to ordinary shares (Note 18)
Changes in percentage of ownership interest in subsidiaries (Note 12)
Changes in equity of associates accounted for using equity method

40,790-(25,260)-

146,205750--(60,726)(554)-

30,915-30,000-60,915-

189
161,735(554)
750(1,709)554-(1,520)161,735750

10,743$ 2,648,189

14,857$ (243,005)

21,484$ 3,194,120

253$ 3,194,373

BALANCE AT DECEMBER 31, 2022$

614,431$$

127,421$

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

19$(8,516)$30,000$$Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In Thousands of New Taiwan Dollars)
2022
CASH FLOWS FROM OPERATING ACTIVITIESLoss before income tax
Adjustments for:
Income and expenses
Depreciation expense
Amortization expense
Expected credit loss
Net gain on fair value changes of financial assets and liabilities atfair value through profit or loss
Finance cost
Interest income
Share of profit or loss of associates accounted for using the equity
methodNet loss (gain) on disposal of property, plant and equipment
Net loss on disposal of intangible assets
Net loss (gain) on foreign currency exchange
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 fair value through other comprehensive
incomePurchase of financial instruments at fair value through profit or loss
Purchase of financial assets at amortized cost
Proceeds from sale of financial assets at amortized cost20$

(83,958)2021$(153,782)

145,045
31,336
19,975

117,349
33,882
46,320(7,537)23,717(8,514)(23,991)
27,063(5,337)

468(74,931)703(5,941)
1,642
-

6,029
2,036
2,973
1,875
(2,458)170,415(55,195)(148,784)(98,949)
55,978(6,939)10,384
23,413
2,451
4,553
3,498
874
3,704
(11,683)

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)(7,979)(20,545)(100,000)(61,288)(207,283)
169,233(77,849)
169,834(Continued)

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In Thousands of New Taiwan Dollars)

2022
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Increase in other noncurrent assets
Interest received$

Net cash used in investing activities(61,002)
263,402(4,393)(14,839)(37,921)
8,514

2021
$

(99,553)1,534(1,770)(15,010)(4,783)
5,337(45,577)(22,260)

166,755
224,867(240,014)(46,293)(15,237)(61,122)
120,588(145,705)(40,741)(13,363)

90,078(140,343)

EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH AND CASH EQUIVALENTS HELD IN FOREIGNCURRENCIES

9,729(5,708)NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS

46,251(188,856)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

675,485

864,341

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

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR$

721,736

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

21$675,485(Concluded)

(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
22

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 each fiscal year,
and extraordinary meetings shall be convened when necessary in accordance with the law. Unlessotherwise stipulated in laws and regulations, the shareholders' meeting shall be convened by the
Board of Directors. The notices for the shareholders' meeting prescribed in the preceding Paragraphmay be distributed in electronic form, subject to agreement by the recipient thereof.
When the shareholders' meeting is held, it may be held by video conference or other methods
announced by the central competent authority.

Article 11: If a shareholder is unable to attend the shareholders' meeting in person, a proxy can beappointed by presenting a properly signed/sealed proxy form printed in the Company'sprescribed format, while specifying the scope of delegated authority. Shareholders may
appoint proxies according to Article 177 of the Company Act and the "Regulations
Governing the Use of Proxies for Attendance at Shareholder Meetings of PublicCompanies" stipulated by the competent authority.
Article 12: Each shareholder of the Company shall be entitled to one vote for each share. No voting
power shall be granted, however, to shareholders of the Company with shares prescribed in23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' 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 of shares held by
all Directors of the Company shall be determined in accordance with regulations of the competentauthority responsible for securities.
The aforementioned Directors shall consist of at least three Independent Directors. A candidate
nomination system shall be adopted in the election and the Independent Directors shall be electedby the shareholders meeting from the list of candidates. Method of nomination shall be governedby the Article 192-1 of the Company Act.
The audit committee shall be composed of all independent directors consist of no less than three
independent directors, one of whom shall be the convener.
The Company may purchase liability insurance for the Directors during their term of office basedon the compensation liabilities associated with their respective business accountabilities. The
Board of Directors is authorized to determine the insurance coverage based on industry 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 themeeting. In case a meeting of the Board of Directors is proceeded via visualcommunication network, the Directors taking part in such a visual communication meeting24shall 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 business tax andcompensating the deficit of previous years. After adding the items other than the net profit after tax
of the current period into the undistributed earnings of the current year. Ten percent of theremaining profit shall be allocated as legal reserve. The remaining profit, along with theaccumulated 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 thecompetent authority, may be considered for retention in accordance with business 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.
The company authorizes the board of directors with the attendance of more than two-thirds of thedirectors and the resolution of a majority of the directors present to distribute all or a part ofdividends and bonuses, capital surplus or legal reserve in cash, and report to the shareholders
meeting. The aforementioned provisions that should be resolved by the shareholders’ meeting do
not apply.

Article 23: The Company is situated in a changing industrial environment, wherein the corporate life
cycle is at a stable growth stage. Considering the Company's capital requirement forcontinuous expansion and business operations, as well as long-term financial planning tosatisfy shareholders needs for cash flow, the Company's dividend policy was formulated
based on the residual dividend policy in the relevant laws and regulations of the Company
25

Act. Future capital requirements are measured according to the future capital budget planof the Company; capital required for earnings financing shall be retained, and theremaining earnings shall be distributed by way of cash or stock dividend. Particularly, cash
dividend may not be less than 10% of total dividends.
Chapter 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.
The twenty-first amendment was made on May 27, 2022.

26

(Appendix 2)
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
27Corporation rules governing the review of listings, or subparagraph 8 of the Standards for Determining
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.
28

5. Other words or marks are entered in addition to the candidate's account name or shareholder accountnumber (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.

The first amendment was made on May 28 2020.

29

(Appendix3)
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
30

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.
31

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.

32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 discussed33

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 voting
34

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 election35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,
36

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.

37

(Appendix4)
Brogent Technologies Inc.
Shareholding Status of Directors
1) The Company's paid-in capital is NT$645,301,760 a total number of 64,530,176 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:
5,162,414 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 (April 2, 2023) 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
Chairperson
Chih-Hung Ouyang 2020.05.28
3,807,191
5.90%
Director
Director
Director
Independent
Director
Independent
Director
Independent
Director

Chih-Chuan Chen,
representativeof 2020.05.28
Changchun
Investment Co., Ltd.
2020.05.28
Chin-Huo Huang
LARGOU
MORI
CO., LTD.
2022.05.27
Representative
CHENG SHENHAO
2020.05.28
Lewis Lee32,150,271

3.33%

3

1,149,442

1.78%

3

1,724,888

2.67%

3

0

0.00%

Chih-Poung Liou

2020.05.28

3

0

0.00%

Jih-Ching Chiu

2020.05.28

3

0

0.00%

8,831,792

13.69%

Shareholdings of all directors

38