特別專案

M&A DD

公司運作之時程與作業

Due Diligence Request List

The following is a preliminary request list for the due diligence exercise on the Taiwan branch (the “Branch”) of Miradia Inc. (the “Company”). Please provide copies of, or access to, the

documents described below (or provide an explanation as to why any particular document is

unavailable), and respond in detail to the clarification questions posed below. We reserve the right to request further documents following our initial investigation into the Branch. If you believe that any question is not applicable to the proposed transaction, please explain why you believe such question is not applicable. For ease of reference, please refer to the appropriate paragraph numbers in your responses.

公司會計運作之時程與作業

M&A DD

公司運作之時程與作業

I. Corporate Matters

A. MOEA certified copy of Branch Registration Card.

B. Business (Tax) Registration Certificate.

C. Factory Registration Certificate (if any).

D. Importer/Exporter Registration Card (if any).

E. All government permits, licenses, and approvals that are necessary for the operation of the Branch's business.

F. All correspondence with, reports of or to, filings with, or other material information with respect to any other regulatory bodies which regulate a material portion of the Branch's business.

G. All building, occupancy, zoning, or other permits and authorizations pertaining to the conduct of the Branch's business.

J. Complete documentation concerning any fines, charges or actions involving the Branch, its officers or directors by governmental agencies.

公司會計運作之時程與作業

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M&A DD

公司運作之時程與作業

III. Real and Personal Property

A. List and description of all properties owned, leased or occupied by the Branch.

B. Deeds, legal descriptions, title reports, title insurance, surveys, appraisals, mortgages and other evidences of title to or interests in, and purchase and sale agreements relating to, all real properties owned by the Branch.

C. Leases, subleases and licenses of real property to which the Branch is a party either as lessor or lessee, and any amendments thereto.

D. Leases of personal property whether as lessor or lessee.

E. List of capital assets for which replacement or significant repair is projected in the next two years and an estimated cost of such replacement or repair.

F. List and description of personal property, including location, valuation and whether owned or leased (with terms in case of leased property), including machinery, equipment, computers, vehicles, displays, tools, furniture and fixtures.

G. List of all mortgages, charges or other encumbrances over the Branch's properties.

公司會計運作之時程與作業

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M&A DD

公司運作之時程與作業

IV. Contracts

A. Agreements and documents related to sales of products of the Branch (including supply agreements to customers and purchase orders from customers).

B. Purchasing agreements (including purchase orders to vendors).

C. Standard terms of purchase and sale (including product warranties) for the past five years.

D. Dealer, distribution, agency or manufacturer's representation agreements.

E. List of all major competitors, customers and suppliers.

F. Secrecy and confidentiality agreements (including employee confidentiality agreements).

G. Contracts or commitments for capital expenditures.

H. Consulting agreements.

I. Pricing policies, discount and rebate programs.

J. R&D agreement or technology transfer agreement

K. Any other material contracts under or relating to the Branch’s business as conducted.

公司會計運作之時程與作業

特別專案

M&A DD

公司運作之時程與作業

V. Intellectual Property

A. List of registered and unregistered trademarks or service marks and pending trademark or service mark applications.

B. List of registered patents and pending patent applications.

C. List of registered and unregistered business names.

D. List of registered and unregistered copyright rights.

E. List of trade secrets, know-how or technical information.

F. Copies of licenses granted to or by the Branch in relation to A to D above or in relation to any other intellectual property rights.

公司會計運作之時程與作業

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公司運作之時程與作業

VI. Financial

A. Copies and descriptions of:

1 Loan documents, factoring arrangements, etc.

2. Promissory notes and other notes payable.

3. Security agreements, mortgages, etc.

4. Guarantees and similar obligations.

5. Other agreements, correspondence or other documents relating to indebtedness of the Branch and any security therefor.

6. Any financial rights or obligations not documented in writing.

公司會計運作之時程與作業

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M&A DD

公司運作之時程與作業

B. Audited financial statements covering the last three years.

C. Current unaudited financial statements and management accounts.

D. Cash flows and projections, if not included in the above.

E. Auditors' inquiry letters and replies (including auditor's attorney inquiry letters and replies) for the last three years.

F. List of bank accounts and signatories, safe deposit arrangements, lock boxes, etc.

G. Summary of bad debt experience for the last three years.

H. Accounts receivable:

1. Amounts due

2. Historical collection rate and problems 3. Aging, timing of payment and other terms I. Investments:

公司會計運作之時程與作業

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M&A DD

公司運作之時程與作業

VII. Tax Matters

A. List of jurisdictions where the Branch pays tax and copies of tax returns filed (and other taxes paid) in the last three years.

B. Identify any tax returns not filed, overdue tax payments and any open audit or dispute.

C. Copies of all documentation relating to tax disputes or assessments with any authority that are open, pending or unresolved, and any extensions of statute of limitations periods.

D. Copies of any internal reports or investigations related to tax matters.

E. Copies of all tax sharing or tax allocation agreements.

公司會計運作之時程與作業

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公司運作之時程與作業

VIII. Management and Employment A. Employee Arrangements:

1. Employment agreements and indemnification agreements.

2. Employee confidentiality and non-competition agreements.

3. Termination of employment and change of control agreements.

4. Retirement and pension plans and arrangements, and related approval letter.

5. Profit sharing and bonus plans and arrangements.

6. Incentive compensation plans and arrangements.

7. Any other employee benefit plans and arrangements (including life insurance, medical, disability, severance, change in control), and any amendments thereto.

8. Labor insurance registration certification / approval letter, and employees’ labor insurance information card.

9. Employment policies and manuals (Work Rules / Management Rules) re: vacation

公司會計運作之時程與作業

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M&A DD

公司運作之時程與作業

B. Any collective bargaining or union agreements

C. Material deferred compensation contracts and non-competition agreements with former employees of the Branch and any amendments thereto.

D. Any plan, program or arrangement that has been terminated or that have termination proceedings in progress and status of the termination.

E. Copies of any citations from, or consent agreements with, local, regional and national or international government agencies relating to employees or employment practices within the last three years.

F. Describe any other labor problems (disputes, grievances, work stoppages, etc.) in the last three years.

G. Management and consulting agreements.

H. Employee loan agreements.

I. Organization chart and list of all employees stating the position, duties, and salary, whether full time or part time.

J. All government filings and records concerning governmental audits or investigations of each of employee retirement, welfare or benefit plan or tax deductions for contributions thereto, and all records regarding complaints about the plan or its administration or operation.

K. Any stock option agreements and associate plans.

公司會計運作之時程與作業

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M&A DD

公司運作之時程與作業

IX. Litigation and Disputes

A. List and copies of all relevant documents of all suits, actions, litigations, administrative proceedings or other governmental investigations or inquiries, pending or threatened to which the Branch is a party.

B. All judgments, arbitral awards, decrees or orders, settlement agreements and other agreements to which the company is a party or bound.

C. All letters from the Branch's attorneys to independent public accountants in the last three years.

D. Description of any claims which have been made against the Branch within the last three years and the resolution of such claims.

E. Any memoranda or opinion of counsel regarding any of the foregoing.

公司會計運作之時程與作業

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公司運作之時程與作業

X. Insurance (including casualty, product liability and life) A. Contracts/policies: premiums, coverage, deductibles.

B. Past and pending claims.

C. Notices of premium increase, coverage modification, termination, etc.

D. Other problems regarding renewal.

公司會計運作之時程與作業

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公司運作之時程與作業

XI. Environment

A. Details and copies of any permits, consents, authorizations, and licenses, or applications necessary to the operation of the Branch's business.

B. Details and copies of all environmental audit and inspection reports.

C. Copies of any reports and correspondence.

D. Copies and details of any financial estimates and reserves for environmental liabilities.

E. Identify and describe all outstanding or anticipated notices of any actual or alleged violation of any zoning requirements or classification, environmental, pollution control or hazardous waste, occupational safety or other laws, ordinances or regulations

relating to the contracts, property, or business of the Branch or the health and safety of its employees.

公司會計運作之時程與作業

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公司運作之時程與作業

XII. Miscellaneous

A. Press releases issued by the Branch or by any parent entity of the Branch with respect to the Branch in the last three years.

B. Copies of any studies, reports or analyses of the Branch, its business strategies, business plans, acquisitions or prospects prepared by the Branch, management consultants, financial concerns and others within the past five years.

C. Any other documents or information which, in the judgment of the Branch's

management, are material with respect to the business of the Branch or which should be considered and reviewed in making disclosures regarding the business and financial condition of the Branch to prospective acquirers.