Article 1 The Company shall be incorporated under the Company Act of the Republic of China as a company limited by shares, and its name shall be 台耀化學股份有限公司 in Chinese. The English name of the Company shall be Formosa Laboratories, Inc.

Article 2 The scope of business of the Company shall be as follows:
1. F107010 Wholesale of paints, coating and varnishes.
2. F107020 Wholesale of dyes and pigments.
3. F107030 Wholesale of cleaning supplies.
4. F107060 Toxic and concerned chemical substances wholesale trade.
5. F107070 Wholesale of veterinary drugs.
6. F107080 Wholesale of environmental agents.
7. F207070 Retail sale of veterinary drugs.
8. F207080 Retail sale of environmental agents
9. F108021 Wholesale of western pharmaceutical.
10. F208021 Retail sale of western pharmaceutical.
11. F108040 Wholesale of cosmetics.
12. F401010 International trade.
13. I103010 Enterprise management consultancy.
14. IC01010 Medicine inspection.
15. C801030 Precision chemical material manufacturing.
16. C802030 Paints and varnishes manufacturing.
17. C802090 Manufacture of cleaning preparations.
18. C802080 Environmental agents manufacturing.
19. C802060 Veterinary drug manufacturing.
20. C802041 Manufacture of drugs and medicines.
21. C802100 Cosmetics manufacturing.
22. C802110 Cosmetic pigment manufacturing.
23. F102030 Wholesale of tobacco and alcohol.
24. F203020 Retail sale of tobacco and alcohol.
25. F401171 Alcohol products importation.
26. IG01010 Biotechnology services.
27. ZZ99999 All business activities that are not prohibited or restricted by law,
except those that are subject to special approval.

Article 3 The Company may reinvest in other companies as limited shareholders. The total amount of reinvestment may exceed 40% of the Company's paid-in share capital.

Article 4 The Company may provide external guarantees for its business needs.

Article 5 The headquarters of the Company is set up in Taoyuan City, and if necessary, it 2 may set up branch offices domestically or abroad with a resolution by the Board of Directors.

Article 6 The announcement method of the Company shall be handled in accordance with Article 28 of the Company Act.

Article 7 The total capital of the Company is NT$1.6 billion, divided into 160 million shares with a nominal value of NT$10 per share. The Board is authorized to issue outstanding shares in installments. Of the abovementioned total capital, 8 million shares is reserved for the exercise of stock options, special stocks with stock options, or corporate bonds with stock options, which may be issued in installments in accordance with the resolution of the Board of Directors.

The issuance of new shares with restricted rights to employees, employee stock options, right of subscribing new shares to employees, and transfer of purchased shares may include the employees of parents or subsidiaries of the Company meeting certain specific requirements. The Board shall be authorized to determine the requirements and distribution methods.

Article 8 The shares of the Company shall be numbered and signed or sealed by the Company's representative as well as attested by the bank that should be the attestor according to the laws before issuance. However, the shares of the Company may be exempt from being prepared in a printed format but subjected to registration with a centralized securities depository institution. The same shall apply to other securities.

Article 9 Shares transfer registration shall not be transferred within sixty days prior to the convening of the general shareholders’ meeting, or within thirty days prior to the convening date of an extraordinary shareholders’ meeting, or within five days prior to the base date in which the Company decides to distribute dividends, bonus or other benefits.

Article 10 The Company shall handle share transactions in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority.

Article 11 Shareholders' meetings shall be of two kinds: general meetings and extraordinary meetings. The general shareholders' meeting will be held once a year and will be convened within six months after the end of each fiscal year. The extraordinary shareholders' meeting will be convened according to law when necessary. The notice to convene a shareholders' meeting may be given in writing or electronic form with the consent of the shareholders.

The shareholders’ meeting may be held by means of visual communication network or other methods promulgated by the central competent authority.

Article 12 If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. In case the Chairman of the Board of Directors is or absent, he/she shall designate one of the directors to act on his/her 3 behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the Board of Directors. Whereas for a shareholders' meeting convened by any other person having the right to do so, he/she shall act as the chair of that meeting provided, however, that if there are two or more persons having the right to convene, the chair of the meeting shall be elected from among them.

Article 13 In case a shareholder is unable to attend a shareholders' meeting, he/she/it may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. In addition to the provisions of Article 177 of the Company Act, the measures for appointing proxy by shareholders shall be handled in accordance with the requirements of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies issued by the competent authority.

Article 14 Unless otherwise provided by relevant laws and regulations, shareholders of the Company shall have one voting right per share, which may be exercised in writing or electronically.

Article 15 Unless otherwise provided by relevant laws and regulations, the resolution of the shareholders' meeting shall be carried out by the presence of shareholders representing a majority of the total number of issued shares and shall be carried out with the consent of a majority of the voting rights of the shareholders present.

Article 16 A shareholders' resolution shall be adopted before the Company withdraws its public offering of shares, and this provision shall not be amended while the Company is still listed (or TPEx listed).

Article 17 The Company shall establish a Board consisting of from seven to eleven individuals, all to be elected from among individuals with legal capacities by the shareholders for terms of three years. The Company shall purchase liability insurance in accordance with relevant laws and regulations for its Directors for carrying out the scope of their responsibilities during the terms of office for said Directors. The Company shall appoint independent directors among the above number of directors, the number of independent directors shall not be less than three and not less than one-fifth of the number of directors. The professional qualifications, shareholding, part-time restrictions, nomination and other matters to be followed by independent directors shall be handled in accordance with relevant laws and regulations.

The election of directors of the Company adopts a candidate nomination system, and matters related to the acceptance and announcement of candidate nominations shall be handled in accordance with the relevant laws and regulations of the Company Act 4 and the Securities and Exchange Act. Among them, independent directors and nonindependent directors shall be elected together, and the number of elected directors shall be calculated separately.

During the election of directors at a shareholders' meeting, 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, and those receiving ballots representing the highest numbers of voting rights will be elected.

The aggregate shareholding ratio of all directors of the Company shall be handled in accordance with the regulations of the competent securities authority.

The Company shall establish an audit committee composed of all independent directors in accordance with the law. The exercise of the responsibilities and powers of the audit committee and its members and related matters shall be handled in accordance with the provisions of the Securities and Exchange Act and related laws and regulations.

Article 18 The Board of Directors is organized by the directors and shall elect a Chairman of the Board of Directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The Chairman of the Board of Directors shall externally represent the Company. In case the Chairman of the Board of Directors is on leave or absent or unable to exercise his power and authority for any cause, the designation of his/her proxy shall be in accordance with Article 208 of the Company Act.

Article 19 Board meetings shall be convened by the Chairman. The Board of Directors shall be notified in writing seven days prior to convening a board meeting. In case of emergency, however, a board meeting may be convened at any time. The board meeting notice shall specify the time, venue, and reason for the meeting, and may be sent by fax or email instead of written notice.


Article 20 When a director is unable to attend a board meeting, the director shall appoint other directors to attend the board meeting by issuing a power of attorney and specifying his/her authorized rights of the convening reason. The proxy shall be only appointed by one person. Unless otherwise provided by the Company Act, a director has one voting right. Unless otherwise provided by relevant laws and regulations, the resolutions of the Board of Directors shall be carried out by the presence of a majority of the directors and the consent of a majority of the directors present. In case a meeting of the Board of Directors is proceeded via video conference, then the directors taking part in such a video conference shall be deemed to have attended the meeting in person.


Article 21 Directors shall be entitled to remuneration when executing the business for the Company regardless of the gain or loss of the Company's business. The Board shall be authorized to determine the compensation of all directors on the basis of the involvement and contribution of the directors, and prevailing standards in the industry.

Article 22 The Company may appoint managers and their appointment, dismissal and remuneration shall be conducted in accordance with Article 29 of the Company Act.

Article 23 The fiscal year of the Company starts on January 1 and ends on December 31 every year. At the end of each fiscal year, a final account shall be made. The Board of Directors shall compile the following statements in accordance with the Company Act and file them to the general shareholders' meeting for recognition. (I) Business Report (II) Financial Statements (III) Proposal for the distribution of earnings or the provision of losses.

Article 24 If the Company records a profit for the year, the Board of Directors shall resolve to allocate not less than five percent for employee remuneration and not more than two percent for directors' remuneration. However, if the Company still has accumulated losses, it shall reserve the compensation amount in advance and report to the shareholders' meeting.

The remuneration of employees in the preceding paragraph shall be paid to employees of controlled or subordinate companies who meet certain conditions, and the method shall be determined by the Board of Directors.

If there is a surplus in the annual accounts of the Company, taxes shall first be paid. After making up for the accumulated losses, ten percent will be appropriated to the statutory surplus reserve. However, the statutory surplus reserve shall not be appropriated once it has reached the Company's paid-in capital and the Company shall appropriate or reverse special surplus reserve as prescribed by law. If there is still remaining balance, the Board of Directors shall draw up an earnings distribution proposal on the balance and the accumulated undistributed earnings of previous years and submit to the shareholders' meeting to resolve the dividends distribution to the shareholders.

The policy of dividend distribution shall be based on the Company's financial structure, operational status, capital needs and other factors, taking into account the interests of shareholders and balance of dividends, etc. Dividends to shareholders of the Company shall be distributed in the form of cash or shares, provided that the proportion of cash dividends distributed shall not be less than ten percent of the total dividends.

Article 25 Matters not specified in the Articles of Incorporation shall be handled in accordance with the provisions of the Company Act, and other relevant law and regulations.

Article 26 The Articles of Incorporation was established on December 12, 1995.
The 1st amendment was made on January 5, 1998.
The 2nd amendment was made on October 1, 1998.
The 3rd amendment was made on May 10, 1999.
The 4th amendment was made on January 15, 2000.
The 5th amendment was made on June 20, 2000.
The 6th amendment was made on March 25, 2001.
The 7th amendment was made on May 10, 2001.
The 8th amendment was made on March 25, 2002.
The 9th amendment was made on December 16, 2002.
The 10th amendment was made on October 9, 2003.
The 11th amendment was made on October 9, 2003.
The 12th amendment was made on December 9, 2005.
The 13th amendment was made on June 7, 2006.
The 14th amendment was made on March 12, 2007.
The 15th amendment was made on November 7, 2007.
The 16th amendment was made on June 6, 2008.
The 17th amendment was made on April 23, 2009.
The 18th amendment was made on May 11, 2010.
The 19th amendment was made on June 16, 2011.
The 20th amendment was made on June 18, 2012.
The 21st amendment was made on June 30, 2014.
The 22nd amendment was made on June 22, 2015.
The 23rd amendment was made on June 28, 2016.
The 24th amendment was made on June 27, 2017.
The 25th amendment was made on June 19, 2018.
The 26th amendment was made on June 29, 2020.
The 27th amendment was made on June 23, 2022.