AHOKU - AGM Information 2023 | FinancialReports.eu

Stock Code: 3002

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AHOKU ELECTRONIC COMPANY

2023 Annual General Shareholders’ Meeting Meeting Handbook

Convening Means: Physical Shareholders Meeting Time: 9:00 a.m., Thursday, June 15, 2023

Venue: 5F-1, No.92, Sec.1, Nei-Hu Rd., Nei-Hu Dist., Taipei City, Taiwan

(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistency between the Chinese original and this English translation, the Chinese version shall prevail.)

Page No. I. Meeting Procedures ..................................................................................... 1 II. Meeting Agenda ......................................................................................... 2 Report Items ................................................................................................. 3 Ratification Items ........................................................................................ 4 Extemporary Motions .................................................................................. 5 Adjournment ................................................................................................ 5 III. Attachments 1. 2022 Business Report .............................................................................. 6 2. Audit Committee’s Review Report .......................................................... 8 3. Comparison Table for Amendment to the second “Plan of Share Buyback and Transferring to Employees” ............................................... 9 4. Independent Auditors’ Report and 2022 Financial Statements ............. 11 5. 2022 Earnings Distribution Table ............................................................ 32 IV. Appendices 1. Articles of Incorporation ........................................................................ 33 2. Rules and Procedures of Shareholders’ Meeting ................................... 41 3. Shareholding of All Directors ................................................................ 45 4. Other Explanation .................................................................................. 46

AHOKU ELECTRONIC COMPANY

2023 Annual General Shareholders’ Meeting Procedures

I. Call the Meeting to Order

II. Chairman Remarks

III. Report Items

IV. Ratification Items

V. Extemporary Motions

VI. Adjournment

AHOKU ELECTRONIC COMPANY 2023 Annual General Shareholders’ Meeting Agenda

Convening Means: Physical Shareholders Meeting Time: 9:00 a.m., Thursday, June 15, 2023

Venue: 5F-1, No.92, Sec.1, Nei-Hu Rd., Nei-Hu Dist., Taipei City, Taiwan

I. Call the Meeting to Order (Report the attendance)

II. Chairman Remarks

III. Report Items

2022 Business Report
Audit Committee’s Review Report on the 2022 Financial Statements
Report on Distribution of the 2022 Employees’ Compensation and Directors’ Remuneration
Report on Distribution of the Cash Dividends from 2022 Earnings
Report on Amendment to the second “Plan of Share Buyback and Transferring to Employees”

IV. Ratification Items

Adoption of the 2022 Business Report and Financial Statements
Adoption of the Proposal for Distribution of 2022 Earnings
V. Extemporary Motions

VI. Adjournment

Report Items

Item No.1: 2022 Business Report.

Explanation: please refer to Attachment 1 (page 6 to page 7) of this Handbook for the 2022 Business Report.

Item No.2: Audit Committee’s Review Report on the 2022 Financial Statements.

Explanation: please refer to Attachment 2 (page 8) of this Handbook for the Audit Committee’s Review Report.

Item No.3: Report on Distribution of the 2022 Employees’ Compensation and Directors’ Remuneration.

Explanation:

According to Article 25 of the “Articles of Incorporation” : 「 The Company shall set aside 4%~8% of profit as employees’ compensation and not more than 5% of profit as directors’ remuneration for the profitable fiscal year. 」
The Company plans to set aside 6% of profit, equivalent to NT$ 399,331, as compensation to employees and 3% of profit, equivalent to NT$ 199,665, as remuneration to directors. The aforementioned amounts are the same as the expenses estimated in 2022, and they will be paid in cash.
This proposal was approved by the Remuneration Committee and the Board of Directors, and submitted to this year’s Annual General Shareholders’ Meeting according to the related laws and regulations.

Item No.4: Report on Distribution of the Cash Dividends from 2022 Earnings.

Explanation:

In accordance with Article 25 of the “Articles of Incorporation”, the Board of Directors’ resolution was authorized to have the profit distributable as dividends and bonuses in whole or in part distributed in the form of cash and reported to the Shareholders’ Meeting.
Cash dividends amounting to NT$ 15,000,000 were distributed to shareholders at NT$ 0.15 per share. The cash dividends are calculated up to one NT dollar. Any amount less than one NT dollar will be rounded down. The sum of any such rounded-down will be recognized as the other non-operating income of
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the Company. The Board of Directors determines the ex-dividend record date, payment day and other relevant matters at its discretion discretionary.

Should any change in the number of outstanding shares resulting from the buyback of shares, transfer or cancellation of the treasury shares, or other reasons, the ratio of the cash dividends may need to be adjusted accordingly. The Board of Directors will be authorized to adjust the dividends to be distributed to each share within foresaid amount and to proceed on the relevant matters.

Item No.5: Report on Amendment to the second “Plan of Share Buyback and Transferring to Employees”.

Explanation:

According to “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies”, it is proposed to amend the second “Plan of Share Buyback and Transferring to Employees” of the Company.
This amendment has been approved by the Board of Directors. Please refer to Attachment 3 (page 9 to page 10) of this Handbook for the comparison table of related amendment provisions.

Ratification Items

Item No.1: (Proposed by the Board of Directors) Proposal: Adoption of the 2022 Business Report and Financial Statements. Explanation:

The Company’s 2022 Financial Statements were approved by the Board of Directors, and audited by Certified Public Accountant Hsieh, Chien-Hsin and Certified Public Accountant He, Jui-Hsuan of Deloitte & Touche. The aforementioned Financial Statements together with the Business Report have been reviewed by the Audit Committee. Audit Committee’s Review Report is provided herein.
Please refer to Attachment 1 (page 6 to page 7) of this Handbook for the 2022 Business Report.
Please refer to Attachment 4 (page 11 to page 31) of this Handbook for the Independent Auditors’ Report and 2022 Financial Statements.

Resolution:

Item No.2: (Proposed by the Board of Directors)

Proposal: Adoption of the Proposal for Distribution of 2022 Earnings. Explanation:

The 2022 Earnings Distribution Table was approved by the Board of Directors and reviewed by the Audit Committee.
Please refer to Attachment 5 (page 32) of this Handbook for the 2022 Earnings Distribution Table.

Resolution:

Extemporary Motions

Adjournment

Attachment 1

2022 Business Report

1. Results of Implementation of Business Plan

The consolidated operating revenue of the Company in 2022 was NT$ 748,389 thousand. The consolidated net profit was NT$ 12,132 thousand, and the earnings per share was NT$ 0.06. The operating performance is described as follows:

Unit: NT$ thousand

Item	2022	2021	Increase (decrease)	Percentage in increase (decrease)
Operatingrevenue	748,389	588,441	159,948	27.18%
Grossprofit	154,041	117,540	36,501	31.05%
Operatingexpenses	139,368	145,564	(6,196)	(4.26%)
Operatingincome(loss)	14,673	(28,400)	43,073	151.67%
Non-operatingincome and expenses	1,064	31,745	(30,681)	(96.65%)
Profit before income tax	15,737	3,345	12,392	370.46%
Netprofit	12,132	5,804	6,328	109.03%

2. Execution of the Budget

The Company didn’t release any financial forecast in 2022, so it is not applicable.

3. Financial Revenue and Expenses and Profitability Analysis

	Item	2022	2021
Financial structure	Debt ratio(%)	25.85	27.95
	Ratio of long-term capital to property, plant and equipment(%)	483.88	449.31
Solvency	Current ratio(%)	1,029.52	885.70
	Quick ratio(%)	860.97	742.74
Profitability	Return on assets(%)	0.36	(0.09)
	Return on equity (%)	0.53	(0.16)
	Netprofit ratio(%)	0.84	(0.33)
	Earnings(loss) per share(NT$)	0.06	(0.02)

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Status of Research and Development
The Company has always believed that only R&D can make the company sustainable and create company value. Therefore, the Company devotes a lot of effort to developing new products or technologies. In 2022, R&D expenses were NT$ 38,100 thousand which accounted for 5.09% of the consolidated operating revenue. In the future R&D aspect, in addition to making effort in the advancement of core technologies to reinforce the capability of R&D, the Company also will actively grasp the development trends and business opportunities of new products and technologies, and continues to invest resources in growth potential or high-end niche products, in order to enhance the Company’s product competitiveness and market shares, and then to drive the continued growth of company operations.

Chairman: Li, Kuang-Hao Manager: Li, Kuang-Hao Accounting Supervisor: Cheng, Yi-Shan

Attachment 2

AHOKU ELECTRONIC COMPANY Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2022 Business Report, Financial Statements and Proposal for Distribution of Earnings. The 2022 Financial Statements were audited by Certified Public Accountant Hsieh, Chien-Hsin and Certified Public Accountant He, Jui-Hsuan of Deloitte & Touche and issued an Independent Audit Report. The 2022 Business Report, Financial Statements and Proposal for Distribution of Earnings have been checked by the Audit Committee and no irregularities were found. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this review report for your consideration.

Submit to

2023 Annual General Shareholders’ Meeting, AHOKU ELECTRONIC COMPANY

Convener of the Audit Committee: Wu, En-Ming

March 14, 2023

Attachment 3

AHOKU ELECTRONIC COMPANY

Comparison Table for Amendment to the second “Plan of Share Buyback and Transferring to Employees”

Article No.		Original Article		Amended Article	Explanatory Notes
Article 3		Transfer period The repurchased shares can~~be~~ ~~authorized by the chairman to~~ be transferred to employees in one time or several times, such subscription day(s) shall be set within five years from the date of share-repurchase.		Transfer period The repurchased shares can be transferred to employees in one time or several times, such subscription day(s) shall be set within five years from the date of share-repurchase.	To comply with the amendment of the laws and regulations.
Article 5		Numbers of shares to be subscribed by employees The~~chairman~~ shall decide the number of shares to be subscribed by considering certain factors, such as the employees’ level, seniority or special contribution to the Company, together with the number of treasury shares held by the Company as of the record date of subscription and the maximum number of shares that can be subscribed by an individual employee, etc. Failure to subscribe and make the payment for the shares before the due date shall be deemed as giving up the right to subscribe. The ~~chairman is authorized~~ to have		Numbers of shares to be subscribed by employees TheBoard of Directors shall decidethe qualifications and the actual number of shares to be subscribed by considering certain factors, such as the employees’ level, seniority or special contribution to the Company, together with the number of treasury shares held by the Company as of the record date of subscription and the maximum number of shares that can be subscribed by an individual employee, etc.However, those managerial officers in the list of subscribers shall first be submitted to the Remuneration Committee for deliberation and then submitted it to the Board of Directors for resolution, and those who are not managerial officers shall first be submitted it to the Audit Committee for deliberation and then submitted it to the Board of Directors for resolution. Failure to subscribe and make the payment for the shares before the due date shall be deemed as giving up the right to subscribe. The Board of Directors shall decide to	To comply with the amendment of the laws and regulations.

Article No.	Original Article	Amended Article	Explanatory Notes
	other employees to subscribe the remaining shares that are not fully subscribed.	have other employees to subscribe the remaining shares that are not fully subscribedduring the current subscription operation or subsequent sub-subscription operations within the transfer period of Article 3. And the subscribers, according to their positions, shall be submitted to the Audit Committee or Remuneration Committee for deliberation, and then submitted to the Board of Directors for resolution .
Article 6	Transfer procedure The transfer procedure of this share repurchase program is described as follows: (1) In accordance with the resolution of the board of directors, announce, declare and buy back the shares of the Company within the execution period. (2) Board of Directors~~authorizes~~ ~~the chairman to~~ set and announce the~~number of shares~~ ~~transferred in several stages~~ employees’ subscription date, the standards for numbers of shares to which employees may subscribe, the period for payment or subscriptions, rights, and limitations, etc. (3) To calculate the actual share subscription with payment received, and transfer the shares accordingly.	Transfer procedure The transfer procedure of this share repurchase program is described as follows: (1) In accordance with the resolution of the board of directors, announce, declare and buy back the shares of the Company within the execution period. (2)The Board of Directors set and announces the employees’ subscription date, the standards for numbers of shares to which employees may subscribe, the period for payment or subscriptions, rights, and limitations, etc. (3) To calculate the actual share subscription with payment received, and transfer the shares accordingly.	To comply with the amendment of the laws and regulations.
Article 12	This Plan was enacted on March 18, 2021.	This Plan was enacted on March 18, 2021. The first amendment was made on March 14, 2023.	To add the number and date of this amendment.

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Attachment 4

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Ahoku Electronic Company

Opinion

We have audited the accompanying consolidated financial statements of Ahoku Electronic Company and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated 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 in accordance 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 auditing standards generally accepted in the Republic of China. 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 the Group 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 these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide 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 matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2022 are stated as follows:

Authenticity of sales revenue from major customers

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Refer to Note 4(13) to the consolidated financial statements for the related accounting policy on revenue recognition.

The operating revenue of the Group for the year ended December 31, 2022 amounted to NT$ 748,389 thousand, which had an approximate 27% increase compared to operating revenue of NT$ 588,441 thousand for the year ended December, 2021. However, the operating revenue from key customers was NT$ 277,190 thousand, accounting for approximate 37% of the overall operating revenue, and the operating income of the key customers for the year ended December 2022 has increased by 132% compared with the year ended December 2021. It has been assessed that the sales from key customers is significant to the consolidated financial statements. Therefore, we deemed the authenticity of sales revenue from key customers as a significant risk and key audit matter.

Our audit procedures for the above sales revenue included the following:

We obtained an understanding and tested the design and operating effectiveness of the internal controls relevant to revenue recognition and collection.
We performed substantive procedure testing of the aforementioned sales transactions, examined the external documents and recovery of receivables, and verified that such transactions did occur. We also verified that the settlement of payments of major customers was consistent with the payment terms.
We checked for any significant sales return and discount of the aforementioned sales after December 31, 2022, and we confirmed that no significant misstatements of revenue were found from the aforementioned customers.

Other Matter

We have also audited the parent company only financial statements of Ahoku Electronic Company as of and for the years 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 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 free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’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.

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Those charged with governance, including the audit committee, are responsible for overseeing the Group’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 a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on 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 a material 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.
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 and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
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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 in internal 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 and other 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 that were 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 the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Hsieh, Chien-Hsin and He, Jui-Hsuan.

Deloitte & Touche Taipei, Taiwan Republic of China

March 14, 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 and practices 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 those generally 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 and used 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.

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`AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES`

CONSOLIDATED BALANCE SHEETS

DECEMBER 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 (Notes 4 and 7) Financial assets at fair value through other comprehensive income (Notes 4, 8 and 10) Financial assets at amortized cost (Notes 4, 9 and 32) Notes receivable (Note 11) Accounts receivable (Note 11) Other receivables (Note 11) Other receivables - related parties (Note 31) Current tax assets (Notes 4 and 26) Inventories (Notes 4 and 12) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Property, plant and equipment (Notes 4 and 14) Right-of-use assets (Notes 4 and 15) Investment properties (Notes 4 and 16) Intangible assets (Notes 4 and 17) Deferred tax assets (Notes 4 and 26) Net defined benefit assets (Notes 4 and 22) Other non-current assets (Note 18) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 19 and 32) Contract liabilities (Note 24) Notes payable (Note 20) Accounts payable (Note 20) Lease liabilities (Notes 4 and 15) Other payables (Note 21) Other payables – related parties (Note 31) Current tax liabilities (Notes 4 and 26) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 26) Net defined benefit liabilities (Notes 4 and 22) Guarantee deposits (Note 28) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings (accumulated deficits) Total retained earnings Other equity Treasury shares Total equity attributable to shareholders of the parent NON-CONTROLLING INTERESTS (Note 13) Total equity TOTAL			2022		% 18 4 23 15 1 9 1 - - 13 1 - 85 14 1 - - - - - 15 100 1 - - 4 - 3 - - - 8 17 1 - 18 26 55 1 11 5 - 16 5 ) 1 ) 66 8 74 100			2021
										%
				( (					( (	22 5 23 12 - 8 1 - - 12 1 - 84 14 1 - - 1 - - 16 100 1 1 - 4 - 3 - - - 9 18 1 - 19 28 56 1 11 5 - 16 8 ) 1 ) 64 8 72 100

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

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AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars, except Earnings (Loss) Per Share)

OPERATING REVENUE (Notes 4, 24 and 31) Sales revenue Service revenue Less: Sales returns and allowances Total operating revenue OPERATING COSTS (Notes 12 and 25) GROSS PROFIT OPERATING EXPENSES (Notes 9, 25 and 31) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses OTHER OPERATING INCOME AND EXPENSES, NET (Note 25) OPERATING INCOME (LOSS) NON-OPERATING INCOME AND EXPENSES Interest income (Note 25) Rental income Dividend income Other income (Note 25)		2022		% 100 - - 100 79 21 7 9 5 2 ) 19 - 2 4 - - 1		2021
		Amount $ 749,760 - 1,371 ) 748,389 594,348 154,041 51,198 63,208 38,100 13,138 ) 139,368 - 14,673 27,692 1,299 1,215 3,386				Amount $ 589,360 1,901 2,820 ) 588,441 470,901 117,540 46,489 61,899 36,896 280 145,564 376 ) 28,400 ) 21,903 1,293 1,306 3,420		%
	( (		(		( ( (		(	100 - - 100 80 20 8 11 6 - 25 - 5 ) 4 - - 1

(Continued)

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AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, except Earnings (Loss) Per Share)

Valuation loss on financial assets at fair value through profit or loss Net gain on disposal of financial assets Impairment loss (Note 10) Net gain (loss) on foreign currency exchange (Note 25) Other losses Interest expenses (Note 25) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX BENEFIT (EXPENSE) (Notes 4 and 26) NET PROFIT (Note 25) OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Unrealized gain (loss) on investments in debt instruments at fair value through other comprehensive income Other comprehensive income (loss) for the year, net of income tax	2022	% ( 1 ) - ( 2 ) ( 2 ) - - - 2 - 2 1 16 ( 9 ) 8	2021
	Amount ( $ 7,576 ) 3,250 ( 13,937 ) ( 13,184 ) ( 687 ) ( 394 ) 1,064 15,737 ( 3,605 ) 12,132 6,070 122,274 ( 68,517 ) 59,827		Amount ( $ 11,333 ) 15,736 - 900 ( 1,100 ) ( 380 ) 31,745 3,345 2,459 5,804 531 ( 33,442 ) ( 12,977 ) ( 45,888 )	%
				( 2 ) 3 - - - - 6 1 - 1 - ( 6 ) ( 2 ) ( 8 )

(Continued)

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AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, except Earnings (Loss) Per Share)

TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the parent company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the parent company Non-controlling interests EARNINGS (LOSS) PER SHARE (Note 27) Basic Diluted	2022	2022		% 10 1 1 2 9 1 10		2021
	Amount							%
		$ 71,959 $ 6,287 5,845 $ 12,132 $ 64,068 7,891 $ 71,959 $ 0.06 $ 0.06					( 7 ) - 1 1 ( 8 ) 1 ( 7 )

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

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AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2022AND 2021 (In Thousands of New Taiwan Dollars)

		EquityAttributable to Shareholders oftheParent	EquityAttributable to Shareholders oftheParent	EquityAttributable to Shareholders oftheParent	EquityAttributable to Shareholders oftheParent	EquityAttributable to Shareholders oftheParent			Non-controlling Interests (Note 13) $ 132,910 - - - - 7,721 ( 605 ) 7,116 - 140,026 - ( 4,620 ) 5,845 2,046 7,891 $ 143,297	Total Equity	Total Equity
Ordinary Shares (Note 23) $ 1,020,000 - - - - - - - - 1,020,000 - - - - - $ 1,020,000	Capital Surplus (Note 23) $ 14,762 - - - - - - - - 14,762 - - - - - $ 14,762	Retained Earnings (Note 23) Legal Reserve Special Reserve Unappropriated Earnings (Accumulated Deficits) $ 192,548 $ 49,707 $ 57,240 5,635 - ( 5,635 ) - 40,439 ( 40,439 ) - - ( 10,200 ) 5,635 40,439 ( 56,274 ) - - ( 1,917 ) - - 539 - - ( 1,378 ) - - - 198,183 90,146 ( 412 ) ( 412 ) - 412 - - - - - 6,287 - - 5,855 - - 12,142 $ 197,771 $ 90,146 $ 12,142			Other Equity (Note 23) Exchange Differences on Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ($ 102,080 )$ 11,934 - - - - - - - - - - ( 32,845 ) ( 12,977 ) ( 32,845 ) ( 12,977 ) - - ( 134,925 ) ( 1,043 ) - - - - - - 120,443 ( 68,517 ) 120,443 ( 68,517 ) ($ 14,482 ) ($ 69,560 )		Treasury Shares (Note 23) $ - - - - - - - - ( 24,681 ) ( 24,681 ) - - - - - ($ 24,681 )
					Exchange Differences on Translating the Financial Statements of Foreign Operations ($ 102,080 ) - - - - - ( 32,845 ) ( 32,845 ) - ( 134,925 ) - - - 120,443 120,443 ($ 14,482 )
		Legal Reserve $ 192,548 5,635 - - 5,635 - - - - 198,183 ( 412 ) - - - - $ 197,771	Special Reserve $ 49,707 - 40,439 - 40,439 - - - - 90,146 - - - - - $ 90,146
		(		( ( ( ( ( ( (	( ( ( ( (	( ( ( ( ( (	( ( (	( ( ( ( ( (	( (	( ( ( ( ( (	$ 1,377,021 - - 10,200 ) 10,200 ) 5,804 45,888 ) 40,084 ) 24,681 ) 1,302,056 - 4,620 ) 12,132 59,827 71,959 $ 1,369,395

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

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AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (gain) Net loss (gain) on fair value changes of financial assets at fair value through profit or loss Interest expenses Interest income Dividend income Net loss on disposal of property, plant and equipment Unrealized loss on foreign currency exchange Net gain on disposal of financial assets Impairment loss Changes in operating assets and liabilities Notes receivable Accounts receivable Other receivables Other receivables – related parties Inventories Prepayments Other current assets Contract liabilities Notes payable Accounts payable Other payables Other payables – related parties Other current liabilities Net defined benefit liabilities Cash generated from used in Income tax received (paid) Net cash used in operating activities	2022 $ 15,737 19,855 2,038 ( 13,138 ) 7,576 394 ( 27,692 ) ( 1,215 ) - 60 ( 3,250 ) 13,937 ( 12,285 ) ( 5,789 ) 10,404 ( 2 ) ( 18,638 ) 8,972 836 ( 11,535 ) ( 1,941 ) ( 8,584 ) ( 3,271 ) 333 ( 1,767 ) ( 2,473 ) ( 31,438 ) 2,008 ( 29,430 )	2021
		$ 3,345 22,722 2,248 280 11,333 380 ( 21,903 ) ( 1,306 ) 376 578 ( 15,736 ) - ( 395 ) 11,446 5,179 16 ( 41,725 ) ( 8,855 ) ( 1,202 ) 11,381 1,977 7,811 ( 1,502 ) ( 30,974 ) 253 ( 3,777 ) ( 48,050 ) ( 591 ) ( 48,641 )

(Continued)

20 -

AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchases of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through profit or loss Purchases of financial assets at amortized cost Proceeds from disposal of financial assets at amortized cost Purchases of property, plant and equipment (Note 28) Proceeds from disposal of property, plant and equipment Purchases of intangible assets Decrease in refundable deposits Interest received Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in guarantee deposits Repayment of the principal portion of lease liabilities Cash dividends paid Payments for buy-back of ordinary shares Interest paid Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2022 ( $ 117,396 ) 69,259 9,426 ( 57,857 ) - ( 8,724 ) 29 ( 662 ) - 17,770 1,215 ( 86,940 ) - ( 631 ) - - ( 394 ) ( 1,025 ) 63,901 ( 53,494 ) 392,139 $ 338,645	2021
		( $ 226,260 ) 101,875 17,937 - 86,335 ( 9,227 ) 259 ( 329 ) 2 13,150 1,306 ( 14,952 ) ( 5 ) ( 1,348 ) ( 10,200 ) ( 24,681 ) ( 380 ) ( 36,614 ) ( 16,093 ) ( 116,300 ) 508,439 $ 392,139

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

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders

Ahoku Electronic Company

Opinion

We have audited the accompanying parent company only financial statements of Ahoku Electronic Company (the “Company”), which comprise the parent company only balance sheets as of December 31, 2022 and 2021, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as of December 31, 2022 and 2021, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company 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 these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide 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 parent company only financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2022 are stated as follows:

Authenticity of sales revenue from major customers

22 -

Refer to Note 4(12) to the parent company only financial statements for the related accounting policy on revenue recognition.

The operating revenue of the Company for the year ended December 31, 2022 amounted to NT$ 505,581 thousand, which had an approximate 96% increase compared to operating revenue of NT$ 257,591 thousand for the year ended December, 2021. However, the operating revenue from key customers was NT$ 277,190 thousand, accounting for approximate 55% of the overall operating revenue, and the operating income of the key customers for the year ended December 2022 has increased by 132% compared with the year ended December 2021. It has been assessed that the sales from key customers is significant to the parent company only financial statements. Therefore, we deemed the authenticity of sales revenue from key customers as a significant risk and key audit matter.

Our audit procedures for above sales revenue included as following:

We obtained an understanding and tested the design and operating effectiveness of the internal controls relevant to revenue recognition and collection.
We performed substantive procedure testing of the aforementioned sales transactions, examined the external documents and recovery of receivables, and verified that such transactions did occur. We also verified that the settlement of payments of major customers was consistent with the payment terms.
We checked for any significant sales return and discount of the aforementioned sales after December 31, 2021, and we confirmed that no significant misstatements of revenue were found from the aforementioned customers.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’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 Company 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 the Company’s financial reporting process.

23 -

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only 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 a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China 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 parent company only financial statements.

Identify and assess the risks of material misstatement of the parent company only 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.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only 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 Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
24 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only 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 the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Hsieh, Chien-Hsin and He, Jui-Hsuan.

Deloitte & Touche Taipei, Taiwan Republic of China

March 14, 2023

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used 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 financial statements shall prevail.

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AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash (Notes 4 and 6) Financial assets at fair value through profit or loss (Notes 4 and 7) Financial assets at amortized cost (Notes 4 and 8) Accounts receivable (Notes 9 and 19) Other receivables (Note 9) Accounts receivable - related parties (Note 25) Current tax assets (Notes 4 and 21) Inventories (Notes 4 and 10) Prepayments (Note 25) Total current assets NON-CURRENT ASSETS Investments accounted for using equity method (Notes 4 and 11) Property, plant and equipment (Notes 4 and 12) Investment properties (Notes 4 and 13) Intangible assets (Notes 4 and 14) Deferred tax assets (Notes 4 and 21) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Contract liabilities (Note 19) Notes payable (Note 15) Accounts payable (Note 15) Accounts payable – related parties (Note 25) Other payables (Note 16) Other payables – related parties (Note 25) Current tax liabilities (Notes 4 and 21) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 21) Net defined benefit liabilities (Notes 4 and 17) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings (accumulated deficits) Total retained earnings Other equity Treasury shares Total equity TOTAL		2022		% 5 2 2 5 - - - - - 14 81 5 - - - 86 100 - - - 19 1 - - - 20 15 1 - 16 36 53 1 10 5 1 16 5 ) 1 ) 64 100		2021
		Amount $ 95,308 35,871 29,765 95,259 540 6 80 419 4,006 261,254 1,551,773 89,557 3,082 378 3,033 1,647,823 $ 1,909,077 $ 1,882 325 158 351,518 24,242 1,691 202 90 380,108 293,324 9,292 255 302,871 682,979 1,020,000 14,762 197,771 90,146 12,142 300,059 84,042 ) 24,681 ) 1,226,098 $ 1,909,077				Amount $ 52,391 44,341 14,564 56,021 608 23 2,343 469 3,605 174,365 1,517,450 90,404 3,168 308 5,856 1,617,186 $ 1,791,551 $ 11,976 933 808 273,493 24,183 1,344 284 2,535 315,556 296,464 17,246 255 313,965 629,521 1,020,000 14,762 198,183 90,146 412 ) 287,917 135,968 ) 24,681 ) 1,162,030 $ 1,791,551		%
	( (		( (		( ( (		( (	3 3 1 3 - - - - - 10 85 5 - - - 90 100 1 - - 15 2 - - - 18 16 1 - 17 35 57 1 11 5 - 16 8 ) 1 ) 65 100

The accompanying notes are an integral part of the parent company only financial statements.

26 -

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, except Earnings (Loss) Per Share)

OPERATING REVENUE (Notes 4, 19 and 25) Sales revenue Service revenue Less: Sales returns and allowances Total operating revenue OPERATING COSTS (Notes 10 and 25) GROSS PROFIT OPERATING EXPENSES (Notes 20 and 25) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses OPERATING INCOME (LOSS) NON-OPERATING INCOME AND EXPENSES Share of profit (loss) of subsidiaries and associates accounted for using equity method (Note 4) Interest income (Note 20) Rental income Dividend income Other income (Notes 20 and 25) Valuation loss on financial assets at fair value through profit or loss Net gain on disposal of financial assets Net gain (loss) on foreign currency exchange (Note 20) Other losses Interest expenses Total non-operating income and expenses		2022	% 100 - - 100 79 21 6 5 3 - 14 7 ( 3 ) - - - - - 1 ( 4 ) - - ( 6 )		2021
						%
						99 1 - 100 80 20 10 9 7 - 26 ( 6 ) - - - - 1 ( 3 ) 5 1 - - 4

(Continued)

27 -

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars, except Earnings (Loss) Per Share)

PROFIT (LOSS) BEFORE INCOME TAX INCOME TAX BENEFIT (Notes 4 and 21) NET PROFIT (LOSS) OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of the other comprehensive gain (loss) of subsidiaries and associates accounted for using equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of the other comprehensive gain (loss) of subsidiaries and associates accounted for using equity method Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR EARNINGS (LOSS) PER SHARE (Note 22) Basic Diluted		2022	% 1 - 1 1 - 24 (13 ) 12 13	2021
		Amount $ 6,057 230 6,287 5,639 216 120,443 68,517 ) 57,781 $ 64,068 $ 0.06 $ 0.06		Amount ( $ 4,919 ) 3,002 ( 1,917 ) $ 546 ( 7 ) ( 32,246 ) ( 13,576 ) ( 45,283 ) ($ 47,200 ) ($ 0.02 )	%
	(				( 2 ) 1 ( 1 ) - - ( 12 ) ( 5 ) (17 ) (18 )

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)

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AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

RetainedEarnings (Note18) Legal Reserve Special Reserve Unappropriated Earnings (Accumulated Deficits) $ 192,548 $ 49,707 $ 57,240 5,635 - ( 5,635 ) - 40,439 ( 40,439 ) - - ( 10,200 ) 5,635 40,439 ( 56,274 ) - - ( 1,917 ) - - 539 - - ( 1,378 ) - - - 198,183 90,146 ( 412 ) ( 412 ) - 412 - - 6,287 - - 5,855 - - 12,142 $ 197,771 $ 90,146 $ 12,142	RetainedEarnings (Note18) Legal Reserve Special Reserve Unappropriated Earnings (Accumulated Deficits) $ 192,548 $ 49,707 $ 57,240 5,635 - ( 5,635 ) - 40,439 ( 40,439 ) - - ( 10,200 ) 5,635 40,439 ( 56,274 ) - - ( 1,917 ) - - 539 - - ( 1,378 ) - - - 198,183 90,146 ( 412 ) ( 412 ) - 412 - - 6,287 - - 5,855 - - 12,142 $ 197,771 $ 90,146 $ 12,142	RetainedEarnings (Note18) Legal Reserve Special Reserve Unappropriated Earnings (Accumulated Deficits) $ 192,548 $ 49,707 $ 57,240 5,635 - ( 5,635 ) - 40,439 ( 40,439 ) - - ( 10,200 ) 5,635 40,439 ( 56,274 ) - - ( 1,917 ) - - 539 - - ( 1,378 ) - - - 198,183 90,146 ( 412 ) ( 412 ) - 412 - - 6,287 - - 5,855 - - 12,142 $ 197,771 $ 90,146 $ 12,142	Other Equity (Note18) Exchange Differences on Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ($ 102,080 ) $ 11,934 - - - - - - - - - - ( 32,845 ) ( 12,977 ) ( 32,845 ) ( 12,977 ) - - ( 134,925 ) ( 1,043 ) - - - - 120,443 ( 68,517 ) 120,443 ( 68,517 ) ($ 14,482 ) ($ 69,560 )	Other Equity (Note18) Exchange Differences on Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ($ 102,080 ) $ 11,934 - - - - - - - - - - ( 32,845 ) ( 12,977 ) ( 32,845 ) ( 12,977 ) - - ( 134,925 ) ( 1,043 ) - - - - 120,443 ( 68,517 ) 120,443 ( 68,517 ) ($ 14,482 ) ($ 69,560 )	Treasury Shares (Note 18) $ - - - - - - - - ( 24,681 ) ( 24,681 ) - - - - ($ 24,681 )		Total Equity
			Exchange Differences on Translating the Financial Statements of Foreign Operations ($ 102,080 ) - - - - - ( 32,845 ) ( 32,845 ) - ( 134,925 ) - - 120,443 120,443 ($ 14,482 )
Legal Reserve $ 192,548 5,635 - - 5,635 - - - - 198,183 ( 412 ) - - - $ 197,771	Special Reserve $ 49,707 - 40,439 - 40,439 - - - - 90,146 - - - - $ 90,146
(		( ( ( ( ( ( (	( ( ( ( (	( ( ( ( ( (	( ( (	( ( ( ( ( (	$ 1,244,111 - - 10,200 ) 10,200 ) 1,917 ) 45,283 ) 47,200 ) 24,681 ) 1,162,030 - 6,287 57,781 64,068 $ 1,226,098

The accompanying notes are an integral part of the parent company only financial statements.

29 -

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit (loss) before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (gain) Net loss (gain) on fair value changes of financial assets at fair value through profit or loss Interest income Dividend income Net gain on disposal of financial assets Share of loss of subsidiaries and associates accounted for using equity method Unrealized gain on foreign currency exchange Changes in operating assets and liabilities Accounts receivable Accounts receivable – related parties Other receivables Other receivables – related parties Inventories Prepayments Contract liabilities Notes payable Accounts payable Accounts payable – related parties Other payables Other payables – related parties Other current liabilities Net defined benefit liabilities Cash generated from (used in) operations Income tax received (paid) Net cash generated from (used in) operating activities	2022 $ 6,057 1,214 182 ( 798 ) 1,722 ( 280 ) ( 1,215 ) ( 2,677 ) 13,211 ( 9,387 ) ( 38,521 ) - 152 17 50 ( 599 ) ( 10,094 ) ( 608 ) ( 650 ) 87,687 61 349 ( 2,469 ) ( 2,315 ) 41,089 2,094 43,183	2021
		($ 4,919 ) 1,261 155 209 8,426 ( 180 ) ( 1,306 ) ( 11,691 ) 230 ( 3,672 ) ( 9,891 ) 92 ( 51 ) ( 15 ) 291 ( 802 ) 10,288 698 173 ( 48,581 ) ( 5,954 ) ( 30,750 ) ( 20 ) ( 3,625 ) ( 99,634 ) ( 80 ) ( 99,714 )

CASH FLOWS FROM INVESTING ACTIVITIES

(Continued)

30 -

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Proceeds from disposal of financial assets at fair value through profit or loss Purchases of financial assets at amortized cost Proceeds from disposal of financial assets at amortized cost Purchases of property, plant and equipment Purchases of intangible assets Interest received Dividends received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Cash dividends paid Payments for buy-back of ordinary shares Net cash used in financing activities NET INCREASE (DECREASE) IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR	2022 $ 9,425 ( 15,201 ) - ( 281 ) ( 252 ) 196 5,847 ( 266 ) - - - 42,917 52,391 $ 95,308	2021
		$ 17,937 - 29,728 ( 118 ) - 414 1,306 49,267 ( 10,200 ) ( 24,681 ) ( 34,881 ) ( 85,328 ) 137,719 $ 52,391

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)

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Attachment 5

AHOKU ELECTRONIC COMPANY 2022 Earnings Distribution Table

Unit: NT$

	Unit: NT$	Unit: NT$
Item	Amount
Unappropriated retained earnings of previous years Net profit in 2022 Plus: remeasurement of defined benefit plans recognized in retained earnings Total amount of after-tax net profit for the period and other items adjusted to the current year’s undistributed earnings other than after-tax net profit for the period Less: 10% legal reserve Plus: reversal of special reserve in accordance with laws Earnings available for distribution for this year Distribution item: Cash dividend to shareholders (NT$ 0.15 per share) Unappropriated retained earnings at the end of theyear	6,286,493 5,854,823	0 12,141,316 (1,214,132) 6,103,343

		17,030,527 (15,000,000)
		2,030,527

Note 1: Net profit in 2022 is prioritized for earnings distribution this year.

Note 2: The dividend per share for shareholders this time is calculated based on the 100,000,000 outstanding shares of the Company upon the Board of Directors meeting convened on March 14, 2023 (not counting 2,000,000 treasury shares).

Chairman: Li, Kuang-Hao Manager: Li, Kuang-Hao Accounting Supervisor: Cheng, Yi-Shan

32 -

Appendix 1

AHOKU ELECTRONIC COMPANY Articles of Incorporation

Chapter 1 General Provisions

Article 1

The Company is organized as a stock limited company in accordance with the Company Act of the Republic of China (the “Company Act”) and is named 歐格電子股份有限公司 in Chinese. The English name is AHOKU ELECTRONIC COMPANY.

Article 2

The scope of business of the Company shall be as follows:

CC01010 Electric power supply, electric transmission and power distribution machinery manufacturing
CC01030 Electrical appliance and audiovisual electronic products manufacturing
CC01040 Lighting facilities manufacturing
CC01060 Wire communications machinery and equipment manufacturing
CC01080 Electronic parts and components manufacturing
F113020 Electrical appliance wholesale
F119010 Electronic material wholesale
F113070 Telecommunication equipment wholesale
F213060 Telecommunication equipment retail
F401010 International trade
F401021 Restrained telecom radio frequency equipment and materials import
ZZ99999 Except for permitted business, the Company may engage in other businesses not prohibited or restricted by laws or regulations

Article 3

The Company may invest outward with the total amount of investment free of restrictions as set forth in Article 13 of the Company Act, and may act as a guarantor externally.

Article 4

The head office of the Company is located in Taipei City, Taiwan, The Republic of China. Subject to the approval of the board of directors and, the Company may, if necessary, set up subsidiaries or branches within or outside the territory of the Republic of China.

33 -

Article 5

Public announcements of the Company shall be made in accordance with the provisions of Article 28 of the Company Act.

Chapter 2 Shares

Article 6

The total capital amount of the Company shall be 1,500,000,000 New Taiwan Dollars, divided into 150,000,000 shares, at par value of 10 New Taiwan Dollars each. The board of directors is authorized to issue the unissued shares in installments.

A total amount of 80,000,000 New Taiwan Dollars among the above total capital amount shall be reserved for issuing employee stock options, which is 8,000,000 shares at par value of 10 New Taiwan Dollars each. The board of directors is authorized to issue the unissued shares in installments according to the Company Act and other relevant laws and regulations.

The employees who are entitled to the bought back shares to be transferred by the Company, employee stock options, restricted employee stocks and the new shares reserved for employees subscription in the Company’s share offering include employees of the Company’s controlled companies or subsidiaries who meet certain qualifications. The conditions of “certain qualifications” are authorized by the board of directors to be determined.

Article 7

The share certificates of the Company shall be in registered form, and signed or sealed by the director representing the Company, and issued after the authentication of the bank which is competent to certify in accordance with laws.

The Company may, pursuant to the applicable laws and regulations, deliver shares or other securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities. The Company shall arrange for such shares to be recorded by a centralized securities custodian institution.

Article 8

Registration for transfer of shares shall be suspended sixty days immediately before the date of general shareholders’ meeting, and thirty days immediately before the date of extraordinary shareholders’ meeting, or within five days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.

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Article 9

All matters concerning shares shall be conducted in accordance with “Regulations Governing the Administration of Shareholder Services of Public Companies” and the relevant laws and regulations.

Chapter 3 Shareholders’ Meetings

Article 10

Shareholders’ meetings shall be of two types, general meetings and extraordinary meetings. General meetings shall be convened annually by the board of directors within six months of the end of each fiscal year. Extraordinary meetings shall be convened in accordance with the relevant laws, whenever necessary.

Article 11

A notice for convening a general shareholders’ meeting shall be given thirty (30) days prior to the meeting. A notice for convening an extraordinary shareholders’ meeting shall be given fifteen (15) days prior to the meeting. The notice shall specify the date, place and agenda of the meeting. The notice may be given by means of electronic transmission, after obtaining a prior consent from the shareholders.

The aforementioned notice may be publicly announced, provided that for the shareholders who hold less than 1,000 shares.

Article 12

Where a shareholder is unable to attend a shareholders’ meeting, such shareholder may appoint a proxy by using the proxy form provided by the Company, which shall specify the scope of proxy and be signed and sealed by the shareholder. The attendance of shareholder’s proxies shall be in accordance with the Article 177 of the Company Act and “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meeting of Public Companies” issued by the competent authority.

Article 13

The chairman of the board of directors shall preside at each meeting of shareholders. In the event the chairman of the board of directors is absent, he shall designate one director to act on his behalf. In the absence of such a designation, the directors shall elect a director from among themselves to preside at the meeting. If the shareholders’ meeting is called by any convener other than the board of directors, the chairperson shall be assumed by the convener. If there are more than two conveners, the chairperson shall be elected out of the conveners.

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Article 14

The Company’s shareholders are entitled to one voting right per share, provided that shareholders have no voting right for shares held under Article 179 of the Company Act.

Article 15

Except as otherwise provided in the relevant laws or the Company Act, any resolution of a shareholders’ meeting shall be adopted at a meeting which at least general majority of the shareholders attend and at which meeting a general majority of the shareholders present vote in favor of such resolution.

To transfer shares to employees at less than the average actual repurchase price, the Company must has obtained the consent of at least two-thirds of the voting rights present at the latest shareholders meeting attended by shareholders representing a majority of total issued shares.

To issue employee stock options that the exercise price may be lower than the closing price of the Company stocks as of the issue date, the Company must has obtained the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing a majority of the total issued shares.

Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be signed or bear the seal of the chairman of the meeting and shall be distributed to all shareholders within 20 days after the close of the meeting. The distribution of the minutes of shareholders’ meeting as required in the preceding paragraph may be made by means of public announcements.

Chapter 4 Directors and Audit Committee

Article 16

The Company shall have seven to eleven (7~11) directors. Directors shall be elected by adopting the candidate nomination system as specified in Article 192-1 of the Company Act. They shall be elected by the shareholders meeting from among the slate of director candidates. The term of their office shall be three (3) years and they are eligible for re-election.

The Company shall have, among the aforementioned directors, at least three (3) independent directors, and the number of independent directors shall be no less than one-fifth of the total number of directors. The professional qualification, shareholding, restriction on the concurrent posts, the means of nomination and election of independent directors and other matters to be complied with, shall all be in accordance with the relevant rules of the competent authority of securities.

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Article 17

The board of directors shall consist of the directors of the Company. The chairman of the board of directors 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. The chairman of the board of directors shall externally represent the Company.

The reasons for convening a board of directors’ meeting shall be notified to each director at least seven days in advance. If the board of directors’ meeting needs to be convened due to emergency, it may be convened at any time. In order to convene the board of directors’ meeting, notice may be made by written notice, fax or e-mail.

Article 18

Where the chairman of the board of directors is on leave or can’t exercise his powers or perform his duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Act. Where a director is unable to attend the meeting of the board of directors, he may appoint another director as his proxy to attend the meeting by issuing a letter of proxy. Each director can act as a proxy for only one other director.

Article 19

Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at the meeting attended by a majority of the directors.

Article 20

In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.

Article 21

The Company shall set up the audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of all independent directors. The audit committee and members of the committee shall be responsible for performing duties as prescribed for supervisors’ by the Company Act, Securities and Exchange Act and other relevant regulations.

Article 22

No matter the Company’s profits or losses, the Company shall pay remuneration for the directors conducting the business of the Company. The remuneration to the directors shall be determined by the board of directors in consideration of the

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directors’ participation in and devotion to the operation of the Company as well as reference to the common practical standards.

The Company may purchase liability insurance policies for directors during the tenure of their offices and within the scope of damages results from the performances of their official duties.

Chapter 5 Managers

Article 23

The Company may have one general manager, several vice general managers and managers, whose appointment, removal and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 24

The fiscal year of the Company is annually from 1 January until 31 December. Upon closing of each fiscal year, the board of directors shall prepare the following statements and reports and shall submit the same to the general shareholders’ meeting for ratification in accordance with the legally mandated procedures:

The business report.
The financial statements.
The proposal for distribution of earnings or deficit compensation.

Article 25

If the Company has profit at the end of each fiscal year, the Company shall allocate 4% to 8% of profit as employees’ compensation. The board of directors can determine to issue stock or distribute cash to employees, including employees of the Company’s controlled companies or subsidiaries who meet certain qualifications. The conditions of “certain qualifications” are authorized by the board of directors to be determined. The Company may allocate no more than 5% of profit as directors’ remuneration. Employees’ compensation and directors’ remuneration shall be reported to the shareholders’ meeting.

When the Company has retained losses, profit shall be retained to offset previous years’ losses before distribution of profit as indicated above shall apply.

If the Company has earnings at the end of the fiscal year, the Company shall first allocate the earnings to pay taxes and cover accumulated losses, and then 10% of the remaining net earnings shall be allocated as the Company’s legal reserve unless and until the accumulated legal reserve reaches the paid in capital. Certain amount shall

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be further allocated as special reserve or the special reserve shall be reversed in accordance with applicable laws and regulations or as requested by the competent authority. The balance (if any) together with accumulated unappropriated retained earnings can be distributed after the distribution plan proposed by the board of directors. If the allocation is made through the issuance of new shares, the distribution plan shall be submitted for shareholders’ meeting approval for the distribution. If the allocation is paid in cash, the board of directors shall be authorized to resolve such distribution upon the approval of the majority of the directors present at a board meeting attended by two-thirds or more of directors, and report to the shareholders’ meeting according to the requirements under paragraph 5, Article 240 of the Company Act.

The Company’s dividend policy is to take into consideration the Company’s industrial environment and growth phases, future demands of funds, long-term financial planning, and the cash flows that the shareholders desire. With respect to distribution of dividends, no less than 30% of the retained earnings available for distribution of the current year shall be distributed to shareholders as dividends, which may be distributed in stock dividend or cash dividend, and the distribution of cash dividend shall not be less than 10% of total dividends. If the retained earnings available for distribution of the current year do not reach 1% of the paid in capital of the Company, the Company may distribute no dividend.

The board of directors is authorized to resolve the distribution of cash regarding the entire or partial legal reserve and capital reserve upon the approval of the majority of the directors present at a board meeting attended by two-thirds or more of directors, and report to the shareholders’ meeting according to the requirements under Article 241 of the Company Act.

Chapter 7 Supplementary Articles

Article 26

With respect to the matters not provided herein, the Company Act and other relevant laws and regulations shall govern.

Article 27

These Articles of Incorporation were enacted on July 12, 1983.

The first amendment was made on August 12, 1985.

The second amendment was made on April 15, 1986.

The third amendment was made on June 9, 1994.

The fourth amendment was made on November 29, 1997.

The fifth amendment was made on November 21, 1998.

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The sixth amendment was made on May 30, 1999. The seventh amendment was made on December 28, 1999. The eighth amendment was made on June 9, 2000. The ninth amendment was made on May 8, 2001. The tenth amendment was made on May 31, 2002. The eleventh amendment was made on June 3, 2005. The twelfth amendment was made on June 14, 2006. The thirteenth amendment was made on June 13, 2008. The fourteenth amendment was made on June 16, 2009. The fifteenth amendment was made on June 18, 2010. The sixteenth amendment was made on June 6, 2012. The seventeenth amendment was made on June 6, 2014. The eighteenth amendment was made on June 24, 2015. The nineteenth amendment was made on June 17, 2016. The twentieth amendment was made on June 10, 2020. The twenty-first amendment was made on August 18, 2021.

AHOKU ELECTRONIC COMPANY Chairman: Li, Kuang-Hao

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Appendix 2

AHOKU ELECTRONIC COMPANY Rules and Procedures of Shareholders’ Meeting

Article 1

Shareholders’ Meeting of the Company (the “Meeting”) shall be conducted in accordance with these Rules and Procedures. Any matter not provided in these Rules and Procedures shall be handled in accordance with relevant laws and regulations.

Article 2

The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.

The process of the Meeting shall be taperecorded or videotaped and these tapes shall be preserved for at least one year.

Article 3

If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

Article 4

The Company shall prepare an attendance book for attending shareholders to sign in, or shareholder present may hand in an attendance card in lieu of signing on the attendance book. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or the attendance cards handed, plus the number of shares whose voting rights are exercised by correspondence or electronically.

Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.

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If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.

Article 5

The Company may appoint designated counsel, certified public accountant or other related persons to attend the Meeting.

Persons handling affairs of the Meeting shall wear identification cards or badges.

Article 6

Attendance and voting at the Meeting shall be calculated based on the number of shares.

Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and the Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one-third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act.

If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act.

Article 7

The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.

The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.

Unless otherwise resolved at the Meeting, the chairman can’t announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved. In the event that the chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.

The shareholders can’t designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.

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Article 8

When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder’s number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.

Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.

If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.

Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders, otherwise the chairman shall stop such interruption.

Article 9

After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond.

Article 10

The chairman may announce to end the discussion of any resolution and go into voting if the chairman deems it appropriate.

Article 11

When the Company holds a shareholders’ meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means.

A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the Meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that Meeting.

In regards to the resolution of proposals, unless otherwise provided for in the relevant laws and regulations of the Company Act and the Articles of Incorporation of the Company, resolution shall be passed by a majority of the voting rights represented by the shareholders attending the Meeting.

The proposal for a resolution shall be deemed approved if no objection or waiver expressed by the shareholders casting their votes via electronic means, and if the chairman inquires and receives no objection from the shareholders in attendance in person.

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Article 12

The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s).

Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting 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 the vote.

Article 13

If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.

Article 14

When a meeting is in progress, the chairman may announce a break based on time considerations. If a force majeure event occurs, the chairman may rule the Meeting temporarily suspended and announce a time when, in view of the circumstances, the Meeting will be resumed.

If a meeting fails to complete all of the items on the Meeting agenda, a resolution may be adopted at the Meeting to defer or resume the Meeting within 5 days without the need to make any further written notices or published announcements to the shareholders.

Article 15

The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked “Disciplinary Officers” for identification purpose.

Article 16

Any matters not adequately provided for herein shall be subject to handling in accordance with the Company Act, Securities and Exchange Act, Articles of Incorporation of the Company and other relevant laws and regulations.

Article 17

These Rules and Procedures shall be effective from the date it is approved by the shareholders’ meeting. The same applies in case of revision.

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Appendix 3

Shareholding of All Directors

As of the book closure date (April 17, 2023) of this year’s annual general shareholders’ meeting, the paid-in capital of the Company is NT$ 1,020,000,000, the issued and outstanding shares are 102,000,000 shares.
According to Article 26 of “Securities and Exchange Act” and “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, the minimum shareholding held by all directors of the Company shall be 8,000,000 shares.
As of the book closure date of this year’s annual general shareholders’ meeting, the shareholding held by individual and all directors is listed in the table below, which has been in accordance with the aforementioned statutory standard.

			Unit: shares;% Shareholding Ratio 8.17% 0.01% 8.83% 0.00% 0.05% 8.79% 0.12% 0.00% 0.00% 0.00% 0.00% 25.97%
Title	Name	Current Shareholding	Shareholding Ratio
Chairman	Li,Kuang-Hao	8,332,359	8.17%
Director	Chuang,Li-Yu	10,084	0.01%
Director	Li,Wen-Han	9,009,103	8.83%
Director	Han,Tung-Lien	3,000	0.00%
Director	Huang,Chang-Ching	55,125	0.05%
Director	Li,Wan-Ting	8,964,519	8.79%
Director	Lin,Jui-Feng	119,244	0.12%
Independent Director	Chang,Chia-Hsien	0	0.00%
Independent Director	Huang,Jung-Wen	0	0.00%
Independent Director	Chang,Hsin-Fang	0	0.00%
Independent Director	Wu,En-Ming	0	0.00%
Total		26,493,434	25.97%

Note 1: The Company has set up an Audit Committee, so limitations on supervisors’ holding are not applicable.
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Appendix 4

Other Explanation

The impact of stock dividends issuance on business performance, earnings per share and shareholders’ return on investment:
The Company will not distribute any stock dividends this fiscal year, so this item is not applicable.
The explanation for handling the proposals of the shareholders in this year’s Annual General Shareholders’ Meeting:
(1) According to Article 172-1 of the “Company Act”, any shareholder holding one percent or more of the total number of outstanding shares may propose to the Company a written proposal for discussion in the annual general shareholders’ meeting, provided that only one agenda shall be allowed, and such proposal shall be elaborated by 300 words or less.
(2) The acceptance period for the proposals to be resolved in this year’s annual general shareholders’ meeting is from April 10 to April 19, 2023. The aforementioned information has been lawfully published on the Market Observation Post System.
(3) There was not any proposal submitted by any shareholder during the said acceptance period.
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AI assistant

AHOKU — AGM Information 2023

52239_rns_2023-06-26_d6e33c8b-643f-48a6-80e9-0cd0fd917406.pdf

AHOKU ELECTRONIC COMPANY

2023 Annual General Shareholders’ Meeting Meeting Handbook

Table of Contents

AHOKU ELECTRONIC COMPANY

2023 Annual General Shareholders’ Meeting Procedures

II. Chairman Remarks

III. Report Items

IV. Ratification Items

V. Extemporary Motions

VI. Adjournment

AHOKU ELECTRONIC COMPANY 2023 Annual General Shareholders’ Meeting Agenda

I. Call the Meeting to Order (Report the attendance)

II. Chairman Remarks

III. Report Items

IV. Ratification Items

VI. Adjournment

Report Items

Item No.1: 2022 Business Report.

Item No.2: Audit Committee’s Review Report on the 2022 Financial Statements.

Item No.3: Report on Distribution of the 2022 Employees’ Compensation and Directors’ Remuneration.

Explanation:

Item No.4: Report on Distribution of the Cash Dividends from 2022 Earnings.

Explanation:

Item No.5: Report on Amendment to the second “Plan of Share Buyback and Transferring to Employees”.

Explanation:

Ratification Items

Item No.1: (Proposed by the Board of Directors) Proposal: Adoption of the 2022 Business Report and Financial Statements. Explanation:

Extemporary Motions

Adjournment

2022 Business Report

1. Results of Implementation of Business Plan

2. Execution of the Budget

3. Financial Revenue and Expenses and Profitability Analysis

AHOKU ELECTRONIC COMPANY Audit Committee’s Review Report

Submit to

AHOKU ELECTRONIC COMPANY

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Authenticity of sales revenue from major customers

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, except Earnings (Loss) Per Share)

AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, except Earnings (Loss) Per Share)

AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Authenticity of sales revenue from major customers

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Notice to Readers

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, except Earnings (Loss) Per Share)

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

AHOKU ELECTRONIC COMPANY

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

AHOKU AGM Information 2023

`AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES`