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Board Resolution

Board Resolution

2023

Date	Board Resolution
2023/12/13	Formulate the subsidiary Spirox Technologies (Shanghai) Corporation's 「Procedures Governing Derivatives Trading」 The subsidiary Spirox Technologies (Shanghai) Corporation plans to acquire convertible corporate bonds of Hefei Xinhuicheng Microelectronics Co., Ltd. The first repurchase of the company's shares in 107 years was canceled according to the contract and the number of untransferred shares was invalid, and a base date for capital reduction was set. The company handled the second repurchase of it's shares to transfer employees in 2023.
2023/11/8	Approval of the Company’s consolidated financial statements for the third quarter of 2023. The subsidiary Spirox Technologies (Shanghai) Corporation plans to dispose of part of the shares held in Hefei Xinhuicheng Microelectronics Co., Ltd. Approval of the proposal to increase amount of endorsement and guarantee to the subsidiary Spirox Technologies (Shanghai) Corporation. Approval of the accounts receivable with significant amount and exceed 3 months credit not belongs to loaning funds to others. The assessment of independence and eligibility for the appointment of the CPAs. The company has revised the specific improvement plan for the low execution rate of the company's share repurchase for the first time in 2012 and some provisions of the "Operational Procedures for Repurchasing Treasury Shares". Formulate the company's 「Risk Management Policies and Procedures」 Approval of 2023 Annual Audit Plan. Approval of the new appointment of Corporate Governance Officer. Approval of the new appointment of Internal Audit. Approval of the 12th transferring the 6th repurchased treasury stocks to the employees. Review the remuneration package of the newly appointed managers. Approval of transferring the 6th repurchased treasury stocks to managers.
2023/9/13	The company plans to invest in Southport Corporation with an investment amount of approximately NT$294,451,460, and is expected to obtain approximately 95% of the equity.
2023/8/9	Approval of the Company’s consolidated financial statements for the second quarter of 2023. Approval to retrieve the endorsement and guarantee to VESP Technology Co., Ltd.. Approval to mainten the endorsement and guarantee to Spirox Technologies (Shanghai) Corporation. Approval to adjust the amount and purpose of the endorsement and guarantee to Spirox Technologies (Shanghai) Corporation. Supplements the description of the purpose of the endorsement and guarantee to Spirox Technologies (Shanghai) Corporation. Approval of the accounts receivable with significant amount and exceed 3 months credit not belongs to loaning funds to others. The company renewed the annual credit with the bank. Approval of the amendments to the 「Procedures for buying back treasury shares」. Formulate the company's 「Risk Management Committee Organizational Rules」 The company established a "Risk Management Committee". Approval of the 11th transferring the 6th repurchased treasury stocks to the employees. Approval of transferring the 6th repurchased treasury stocks to managers. Review the remuneration raise of managers. Review the distribution of special bonus for the managers.
2023/5/9	Approval of the Company’s consolidated financial statements for the first quarter of 2023. Approval of to loan to Spirox Technologies (Shanghai) Corporation. Approval to retrieve the endorsement and guarantee to Spirox Technologies (Shanghai) Corporation. The company renewed the annual credit with the bank. The Company’s private placement of ordinary shares. Approval of the amendments to the 「Rules of Procedure for Shareholders' Meetings」. Approval of the announcement of the additional convening purpose of 2023 Annual General Meeting. Approval of the remuneration for CPAs of the Company. Review the remuneration raise of managers. Review the distribution of special bonus for the managers.
2023/3/23	Adoption of the business report, consolidated financial statement and the accompanying financial statement of 2022. Approval of the proposal for 2022 earnings distribution. Approval of the proposal of distributing the cash by capital reserves. Set the amount of remuneration distribution for directors and employees in 2022. Approval of the Internal Control System Effectiveness and Internal Control System Statements of 2022. Approval of the proposal of transferring the shares to the employees at the price lower than the actual repurchased price. Approval of the time, venue and agenda of 2023 Annual General Meeting. Approval of the relevant matters of the Annual General Meeting accepting shareholder proposal. Approval of the accounts receivable with significant amount and exceed 3 months credit not belongs to loaning funds to others. Approval to retrieve the endorsement and guarantee to VESP Technology Co., Ltd.. Approval to retrieve the endorsement and guarantee to VESP Technology Corporation. Approval to provide the endorsement and guarantee to Jetek Technology Corp.. The company appoint a "Corporate Governance Officer". Approval of the amendments to the 「Standard Operating Procedures for Handling Directors’ Requests」. Formulate the company's 「Operational Standards for Financial Business Between Related Parties」 and terminate the company's 「Financial Business Operating Procedures for Related Parties, Group Companies and Specific Companies」. Approval of the amendments to the 「Rules for Directors’ salary, remuneration and performance evaluation」. Review the remuneration raise of managers. Review the remuneration package of the newly appointed managers. Review the special compensation for the director. Review the distribution of special bonus for the managers.
2023/2/21	Approval of transferring the first repurchased of the company's shares to employees.
2023/1/11	Approval of 2023 business plan. Approval of the proposal of retrieving CNY30 million of endorsement and guarantee to Maximo Trading (Shanghai) Co., Ltd. Approval of making a US$3 million loan to the subsidiary Spirox International Limited. Approval of the amendments to the "Board of Directors Evaluation Method". Approval of the amendments to the "Corporate Governance Operation". Approval of the amendments to the "Codes of Ethical Conduct". Approval of the amendments to the "Sustainable Development Best Practice Principles" (original: Corporate Social Responsibility Best Practice Principles). Approval of the amendments to the "Procedures for Ethical Management and Guidelines for Conduct" of the Company and its affiliates. Approval of the release of the prohibition on managers from participation in competitive business. Approval of the 9th and 10th transferring the 6th repurchased treasury stocks to the employees. Approval of transferring the 6th repurchased treasury stocks to managers. Review the remuneration raise of managers. Review the distribution of year-end bonus for the managers.

2022

Date	Board Resolution
2022/12/5	The subsidiary Shanghai Infinet Technology Co., Ltd. proposed to acquire 6.4% of shares of its subsidiary VESP Technology (Hefei) Co., Ltd. in which it held 91.73% of shareholding. Approval of the amendments to the attachment "List of Authority Scope and Level" of "Rules for Authority Management". Approval of election the Chairman of the Company.
2022/11/8	Approval of the proposal of the subsidiary Spirox Cayman Corporation proposed to disposing of all the shares of Maximo Trading (Shanghai) Co., Ltd. Approval of the subsidiary Spirox Cayman Corporation disposing of the convertible bond of Golden Faith Limited. Approval of the proposal of the subsidiary Bright Future Cayman Limited disposing all the shares of VESP Technology (Hefei) Co., Ltd. in which Bright Future Cayman Limited held 75.59% shareholding. Approval of the proposal to decrease amount of endorsement and guarantee to Maximo Trading (Shanghai) Co., Ltd. Approval of the proposal to replenish the applications of NT$25 million of endorsement and guarantee to the subsidiary Jetek Technology Corporation. The company renewed the annual credit with the bank. The assessment of independence and eligibility for the appointment of the CPAs. Approval of the amendments to the "Rules and Procedures of Board Meetings". Approval of the amendments to the "Procedures for Handling Material Inside Information and Guard against Insider Trading Operation". Approval of formulating "Managerial Procedures for Preparation of Financial Statements". Approval of the amendments to the company's "Internal Control System". Approval of the formulating the subsidiary's "Procedures for Acquiring or Disposing of Assets". Approval of 2023 Annual Audit Plan. Approval of the 8th transferring the 6th repurchased treasury stocks to the employees. Approval of transferring the 6th repurchased treasury stocks to managers. Review the remuneration package of the newly appointed managers. Review the distribution of special bonus for the managers.
2022/8/10	The company renewed the annual credit with the bank. Approval of the complement of the amount and purpose of the endorsement and guarantee for the subsidiary Spirox Technologies (Shanghai) Corporation. Approval of the accounts receivable with significant amount and exceed 3 months credit not belongs to loaning funds to others. Approval of the proposal of the termination of "The subsidiary VESP Technology (Hefei) Co., Ltd. or its appointed related parties provide VESP Technology Corporation services such as technologies, managerial business strategy and consultancy, and so on and acquire its equity control through agreement control mode" which approved by the Board meeting on October 12, 2020. Approval of the 7th transferring the 6th repurchased treasury stocks to the employees. Approval of transferring the 6th repurchased treasury stocks to managers. Review the remuneration package of the CEO. Review the remuneration package of the newly appointed managers. Review the remuneration raise of the managers. Approval of the distribution of special bonus for the managers.
2022/6/30	Approval of the new appointment of accounting officer. Approval of the new appointment of Internal Audit. Approval of the new appointment of CEO.
2022/5/11	Approval of the proposal of decrease amount of endorsement and guarantee to Maximo Trading (Shanghai) Co., Ltd. Approval of the proposal of the adjustment to the amount of endorsement and guarantee to Spirox Technologies (Shanghai) Corporation. The company proposed to decrease amount of endorsement and guarantee to VESP Technology Corporation. Approval of the accounts receivable with significant amount and exceed 3 months credit not belongs to the loaning funds to others. Approval of the proposal of transfer the total shares of indirect held subsidiary Beyond Engineering Corporation to the indirect held subsidiary Excellent Future Limited. Approval of the proposal of the cancellation of the debt equity swap to VESP Technology (Hefei) Co., Ltd through the subsidiary Hibon Investment Corporation. Approval of the proposal of the indirectly held subsidiary Bright Future Cayman Limited increasing the capital of the indirectly held subsidiary VESP Technology (Hefei) Co., Ltd. Approval of the proposal of increasing the capital of the indirectly held subsidiary Bright Future Cayman Limited through the subsidiary Spirox Cayman Corporation. Approval of the proposal of the cancellation of 2021 issuance of common stock for capital increase. The company renewed the annual credit with the bank. Approval of the amendments to the "Corporate Governance Operation". Approval of the amendments to the "2018 Regulations Governing the First Share Repurchase and Transferring to Employees". Approval of the proposal of transferring the shares to the employees at the price lower than the actual repurchased price. Approval of the announcement of the additional convening purpose of 2022 Annual General Meeting. Approval of the remuneration for CPAs of the Company.
2022/3/23	Adoption of the business report, consolidated financial statement and the accompanying financial statement of 2021. Approval of the proposal for 2021 earnings distribution. Approval of the proposal of distributing the cash by capital reserves. Approval of the Internal Control System Effectiveness and Internal Control System Statements of 2021. Approval of the proposal of making a NT$100 million loan to VESP Technology Corporation. Approval of the amendments to the "Articles of Incorporation". Approval of the amendments to the "Procedures for Acquiring or Disposing of Assets". Approval of the amendments to the "Rules of Procedure for Shareholders' Meetings". Approval of the time, venue and agenda of 2022 Annual General Meeting. Approval of the relevant matters of the Annual General Meeting accepting shareholder proposal. Approval of the 6th transferring the 6th repurchased treasury stocks to the employees. Approval of the new appointment of financial officer. Review the remuneration package of the newly appointed managers. Approval of the distribution of special bonus for the managers.
2022/6/20	Approval of 2022 business plan. Approval of the subsidiary Spirox Cayman Corporation disposing the shares of its subsidiary Maximo Trading (Shanghai) Co., Ltd. The company proposed to reduce capital US$4,156,823 of the subsidiary Spirox Cayman Corporation. Approval of the proposal of the debt equity swap under US$3.6 million to VESP Technology (Hefei) Co., Ltd through the subsidiary Hibon Investment Corporation. Approval of the proposal of making a US$1.5 million loan to VESP Technology Corporation. Approval of the proposal of decrease US$2 million endorsement and guarantee to the subsidiary Global Future Investment Limited. The company complemented the amount and purpose of the endorsement and guarantee for the subsidiary VESP Technology Corporation. Approval of the accounts receivable with significant amount and exceed 3 months credit not belongs to the loaning funds to others. Approval of the 5th transferring the 6th repurchased treasury stocks to the employees. Approval of transferring the 6th repurchased treasury stocks to managers. Review the remuneration package of the newly appointed managers. Review the distribution of year-end bonus for the managers.