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AMTRAN AGM Information 2024

Jun 21, 2024

52121_rns_2024-06-21_4ef06488-8cc4-4382-a863-194667ede6b1.pdf

AGM Information

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Stock Code : 2489

==> picture [207 x 38] intentionally omitted <==

AmTRAN Technology Co., Ltd.

2024 Annual Shareholders' Meeting

Meeting Handbook

Time: 9.00 a.m., June 12, 2024 (Wednesday)

Venue: 17F., No. 268, Liancheng Rd., Zhonghe Dist., New Taipei City (Multipurpose Conference Room)

Table of Contents

Chapter I Meeting Agenda ................................................................................................. 1
I. Report Items ............................................................................................................... 2
II. Ratification Items ....................................................................................................... 4
III. Discussion Items ........................................................................................................ 5
IV. Election ...................................................................................................................... 7
V. Other Items ................................................................................................................. 8
VI. Extempore Motions .................................................................................................... 9
VII. Adjournment .............................................................................................................. 9
Chapter II
Attachments
I. Business Report for 2023 ......................................................................................... 10
II. Audit Committee's Review Report for 2023 ............................................................ 12
III. Independent Auditors' Report and Financial Statements ......................................... 13
IV. Capital Loans and Endorsement/Guarantees ........................................................... 41
V. Repurchase of treasury stock ................................................................................... 42
VI. Profit Distribution Statement for 2023 ..................................................................... 43
VII. Comparison Table of Articles Before and After the Amendments to the Articles of
Incorporation ............................................................................................................ 44
VIII. List of Candidates for Directors and Independent Directors.................................... 46
IX. Details of Competition for Director Candidates ...................................................... 52
Chapter III
Appendices
I. Articles of Incorporation .......................................................................................... 54
II. Rules of Procedure for Shareholders Meetings ........................................................ 64
III. Procedures for Election of Directors ........................................................................ 68
IV. Overview of the Number of Shares Held by Directors ............................................ 71

AmTRAN Technology Co., Ltd. 2024 Annual Shareholders' Meeting

Method for Convening the Shareholders' Meeting: In-person shareholders' meeting

Time: 9.00 am, June 12, 2024 (Wednesday)

Venue: 17F., No. 268, Liancheng Rd., Zhonghe Dist., New Taipei City (Multipurpose Conference Room)

Meeting Procedure:

  • I. Report the Number of Shares in Attendance

  • II. Call Meeting to Order

  • III. Chairperson Remarks

  • IV. Report Items

  • Business Report for 2023.

  • Audit Committee's Review Report for 2023.

  • Distribution of Director and Employee Remuneration for 2023.

  • Distribution of Cash Dividends for 2023.

  • The Company's Capital Loans and Endorsement/Guarantees.

  • Repurchase of Treasury Stock.

  • V. Ratification Items

  • Business Report and Financial Statements for 2023.

  • Profit Distribution Statement for 2023.

  • VI. Discussion Items:

  • The Company's cash reduction and refund of shares.

  • Partial amendments to the Articles of Incorporation.

  • VII. Election: Comprehensive re-election of directors (including independent directors).

  • VIII.Other Items: Lifting of the non-compete restrictions for new directors and their representatives.

  • IX. Extempore Motions

  • X. Adjournment

- 1 -

Report Items

Item I: Business Report for 2023.

Description: Kindly refer to Attachment I for the Company's Business Report for 2023.

Item II: Audit Committee's Review Report for 2023.

Description: Kindly refer to Attachment II for the Audit Committee's Review Report for 2023.

Item III: Distribution of Director and Employee Remuneration for 2023. Description:

  1. According to our company's Articles of Incorporation, If the Company records a profit in a particular year, the Company shall set aside no less than 3% of its profit as employee remuneration, and no more than 3% of the aforesaid profit as director remuneration. The Board of Directors shall determine whether to issue remuneration in the form of stocks or cash. Recipients of the said remuneration shall include employees at the Corporation who satisfy specific criteria. The Corporation permits the Board of Directors to set aside no more than 3% of the aforementioned profit as directors' remuneration.

  2. According to the Company Act and our company's Articles of Incorporation, it is proposed to allocate a total of NT$21,000,000 as employee remuneration for 2023, accounting for 3.80% of the net profit. Additionally, a total of NT$9,000,000 is proposed to be allocated as director remuneration, accounting for 1.63% of the net profit. The total amount of employee and director remuneration is NT$30,000,000, accounting for 5.43% of the net profit, all to be distributed in the form of cash. The proposed allocation for employee and director remuneration aligns with the estimated amounts recorded for 2023.

- 2 -

Item IV: Distribution of Cash Dividends for 2023.

Description:

  1. Considering the future business development needs, the Company proposes to allocate a cash dividend of NT$401,200,000 from the distributable earnings for 2023 for distribution to shareholders.

  2. The cash dividend per share is NT$0.54208890. The calculation is based on the number of shares recorded in the shareholder register as of the ex-dividend date, rounded down to the nearest whole unit. Any fractional amounts less than one NT dollar will be aggregated and treated as other income for the Company. The Chairman is authorized to set the ex-dividend date, payment date, and other related matters.

  3. Henceforth, if changes in the Company's share capital affect the number of outstanding shares, resulting in a change in the dividend distribution ratio for shareholders, the Chairman is authorized to make necessary adjustments at his discretion.

Item V: The Company's Capital Loans and Endorsement/Guarantees.

Description: Kindly refer to Attachment IV for the Company's Capital Loans and Endorsement/ Guarantees

Item VI: Repurchase of Treasury Stock.

Description: Kindly refer to Attachment V for the repurchase of treasury stock.

- 3 -

Ratification Items

(Proposed by the Board of Directors)

Item I: Business Report and Financial Statements for 2023. Description:

  1. The Company's financial statements for 2023 have been prepared and approved by the Board of Directors as well as audited by CPAs Han-Chi Wu and Jen-Chen Wu from PwC Taiwan, with an audit report issued by the CPAs. They have been submitted together with the Company's business report to the Audit Committee for review. A review report has been issued by the Audit Committee.

  2. Kindly refer to Attachment I for the Company's business report and Attachment III for the Company's Independent Auditors' Report and Financial Statements for 2023.

Resolution:

(Proposed by the Board of Directors)

Item II: Profit Distribution Statement for 2023.

  • Description: In 2023, the net profit for the year, including items other than the net profit, amounted to NT$445,728,367. After considering the undistributed earnings for the beginning of the period, deducting legal reserve of NT$44,572,837, and reversing the special reserve of NT$27,376,970, the distributable earnings for the period amounted to NT$1,529,971,660. Please kindly refer to Attachment VI for the Company's Profit Distribution Statement for 2023.

Resolution:

- 4 -

Discussion Items:

(Proposed by the Board of Directors)

Item I: The Company's cash reduction and refund of shares. Description:

  1. In order to vitalize shareholders’ capital and increase return on their equity by adjusting the Company's capital structure, the Company proposes to engage in capital reduction by cash refund of capital stock.

  2. The Company proposes to reduce capital by cash refund of capital stock amounting to NT$601,000,000 and cancel 60,100,000 shares this time. The Company has currently issued a total of 740,100,000 ordinary shares. Based on the aforesaid capital reduction, the estimated capital reduction ratio is 8.12052425%. The number of ordinary shares left after capital reduction will be 680,000,000 shares at NT$10 per share, totaling NT$6,800,000,000. However, the amount of paid-in capital after capital reduction, and the effective capital reduction ratio are calculated based on the total number of issued shares at the record date of share conversion arising from capital reduction.

  3. Based on the total number of issued shares (approximately 81.2052425 shares will be reduced), and NT$812.052425 will be returned for each thousand shares (rounded down to the nearest NT dollar, expecting 918.7947575 shares to be converted for each thousand shares). After capital reduction, shareholders can combine fractional shares, which are less than one share, to form full shares with the Company's stock affairs agency, Grand Fortune Securities Co., Ltd., within five days before the book closure date for share conversion arising from capital reduction. In the event that the fractional shares combined are still less than one full share, cash will be paid for such shares based on the closing price on the last trading day at the public centralized securities exchange market before the record date of share conversion arising from capital reduction, where the relevant amount will be calculated (and rounded down) to the nearest NT dollar. The Chairman will be authorized to appoint a designated person to subscribe to such shares at the closing price.

- 5 -

  1. New shares converted from this round of capital reduction will be issued in a non-physical form with the same rights and obligations as the original shares. Upon approval at the shareholders' meeting and effective registration with the competent authority, the Chairman will be authorized to set related matters, such as the record date of capital reduction and the record date of share conversion arising from capital reduction separately.

  2. If the capital reduction and share exchange ratio and the amount of cash refund per share must be adjusted due to changes in the Company's shares that affect the number of shares outstanding, or the capital reduction proposal has to be revised due to amendments to laws and regulations and orders from the competent authority or in response to other changes in the objective environment thereafter, the Company proposes that the shareholders' meeting authorizes the Chairman to deal with such matters.

Resolution:

(Proposed by the Board of Directors)

Item II: Partial amendments to the Articles of Incorporation.

  • Description: In order to comply with the amended legal provisions and to meet the future operational needs of the Company, it is proposed to amend certain articles of the Articles of Incorporation. Please kindly refer to Attachment VII for the comparison table of articles before and after the amendments to the Articles of Incorporation.

Resolution:

- 6 -

Election

(Proposed by the Board of Directors)

Item I: Comprehensive re-election of directors (including independent directors). Description:

  1. According to Article 12 of the Company's Articles of Incorporation, the Company shall have a Board of Directors consisting of 9 to 11 members. The term of office for the 9th Board of Directors will expire on July 28, 2024. It is proposed that a comprehensive re-election will be held at this shareholders' meeting, and 11 directors will be elected (including 4 independent directors). The nomination of candidates will be conducted under a comprehensive candidate nomination system.

  2. The newly appointed directors, including independent directors, will assume office immediately upon their selection and will serve a term of three years, from June 12, 2024, to June 11, 2027.

  3. The list of director candidates (including independent directors) for this term has been approved by the 13th meeting of the 10th Board of Directors of the Company. Shareholders are requested to appoint the directors, including independent directors, who have been selected from the list of director candidates. Please kindly refer to Attachment VIII for their educational background, experience, and other relevant information.

  4. Kindly proceed with election.

Election Results:

- 7 -

Other Items

(Proposed by the Board of Directors)

Item I: Lifting of the non-compete restrictions for new directors and their representatives. Description: To assist the smooth expansion of our company's business and participation in the operations of investment corporations, it is proposed that, if any newly elected directors at this shareholders' meeting engage in activities prohibited by Article 209 of the Company Act, and if such activities do not harm the interests of the Company, approval is sought to lift the non-compete restrictions for directors and their representatives. Please kindly refer to Attachment IX for the details of competition for director candidates.

Resolution:

- 8 -

Extempore Motions

Adjournment

- 9 -

Attachment I

AmTRAN Technology Co., Ltd. Business Report

The consolidated revenue of AmTRAN Technology for 2023 was NT$16.584 billion, with a gross profit margin of approximately 9.59%, and an operating loss of about NT$18.206 thousand. The non-operating income amounted to NT$587 million, resulting in a net profit before tax of NT$569 million for the period, reversing the loss to profit. After tax, the net profit amounted to NT$457 million, with an earnings per share of NT$0.58.

AmTRAN shipped 3.86 million TV sets and displays in 2023, a 7.22% increase compared to 2022. And due to the weakness in the PC industry, shipments of computer peripherals such as mice and webcams decreased to 2.3 million units.

In terms of investment strategy, over the past two years, there have been valuation losses due to fluctuations in the stock price of VIZIO Holding Corp (hereinafter referred to as "VIZIO"). For stable profitability, and to prevent severe impacts from share price fluctuation on the Company's operating performances, the Company has been selling off Vizio’s shares in the recent 2 years, selling approximately 10 million shares. Currently, we still hold approximately 4.4 million shares of VIZIO stock, representing a stake of approximately 2.23%.

In order to further enhance shareholder returns and optimize financial structure, AmTRAN plans to decrease its paid-in capital through refunding of shares, thereby adjusting its capital structure. This initiative will help minimize idle capital and enhance shareholder returns, better equipping us to navigate changes in the market environment.

In terms of product trends, televisions and gaming monitors remain the core products, accounting for 70% to 80% of shipments. Other products mainly consist of computer peripherals and video conferencing-related systems. After the production capacity of the second phase plant in Vietnam became available, it not only brings in new orders but increase additional value for the Company through the vertical integration of metal compartments, plastic compartments, and surface-mount technology. The Company continues to seek greater economic benefits to further improve its operating performances. Considering Vietnam's free trade agreements (FTAs) with major global economic and trade partners such as the United States, the European Union, and ASEAN, which provide tariff advantages, AmTRAN plans to commence the third phase of production in the latter half of 2024. This move is expected to further enhance economic efficiency and maintain a stable upward growth trend.

- 10 -

Looking ahead to 2024, the arrival of major sporting events such as the Paris Olympics, the European Cup, and the Copa América is expected to boost the demand for TV upgrades, leading to anticipated growth in related sectors. Shipments of computer peripherals such as mice and webcams are also expected to increase. Overall, the year is forecasted to be one of steady growth.

The Company's management team and all colleagues will not only strive to make the business income grow, but also continue to make stable profits to repay the long-term support and love of shareholders.

Chairman Alpha Wu General Manager Sam Wu Accounting Manager Scottie Chiu

- 11 -

Attachment II

AmTRAN Technology Co., Ltd. Audit Committee's Review Report

The Board of Directors has prepared the Company's business report, financial statements, and profit distribution statement for 2023, of which the 2023 financial statements have been audited by CPAs Han-Chi Wu and Jen-Chen Wu from PwC Taiwan. An audit report has also been issued by the CPAs. The abovementioned business report for 2023, financial statements, and profit distribution statement have been reviewed by the Audit Committee, which found no irregularities therein. Therefore, this report is hereby submitted in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

AmTRAN Technology Co., Ltd. 2024 Annual Shareholders' Meeting

AmTRAN Technology Co., Ltd. Convener of Audit Committee: Hong-Jheng Wei

March 12, 2024

- 12 -

Attachment III

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Stockholders of Amtran Technology Co., Ltd.

Opinion

We have audited the accompanying parent company only balance sheets of Amtran Technology Co., Ltd. (the “Company”) as at December 31, 2023 and 2022, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of 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. Based on our audits and the report of other independent auditors,

- 13 -

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 Company’s 2023 parent company only financial statements. 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 2023 parent company only financial statements are stated as follows:

Allowance for inventory valuation losses

Description

Refer to Note 4(12) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(5) for details of inventory. As at December 31, 2023, the balances of inventory and allowance for inventory valuation losses were NT$151,096 thousand and NT$6,688 thousand, respectively.

The Company is primarily engaged in manufacturing and sales of 3C electronic products. Due to rapid technology innovations, short lifespan of electronic products and fluctuations in market prices, there is a higher risk of inventory losses due from market value decline. The Company recognises inventories at the lower of cost and net realisable value, and identifies the net realisable value of separately identified inventories using the item by item approach in determining the lower of cost and net realisable value and corroborating against supporting documents those inventory items separately identified as obsolete and damaged in recognising valuation losses.

- 14 -

As the net realisable value used in the valuation of obsolete and damaged inventories usually involves subjective judgement and high degree of uncertainty, and the amounts of inventories and allowance for inventory valuation losses are material to the financial statements, we considered the allowance for inventory valuation losses as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Assessed the reasonableness and consistent application of provision policies and procedures on allowance for inventory valuation losses based on the understanding of the Company’s business and industrial nature;

  • B. Obtained valuation statement of net realisable value of inventory, understood the calculation logic, verified relevant accounting records and selected samples from the data sources of net realisable value; and

  • C. Obtained the details of obsolete and damaged inventories which were separately identified by management, examined relevant documents, verified accounting records in comparing the allowance for inventory valuation losses of prior period, and assessed the reasonableness of allowance for inventory valuation losses.

Other matter – Reference to the audits of other auditors

As described in Note 6(7), we did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts and information disclosed in Note 13 included in respect of this associate, is based solely on the report of the other auditors. The balance of this investment accounted for under the equity method amounted to NT$438,880 thousand and NT$403,798 thousand as at December 31, 2023 and 2022, respectively, and the comprehensive income (loss) recognised from associates and joint ventures accounted for under the equity method amounted to NT$35,082 thousand and of (NT$15,697) thousand for the years then ended, respectively.

- 15 -

Responsibilities of management and those charged with governance for the 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 audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ responsibilities for the audit of the 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 Standards on Auditing of 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.

- 16 -

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  • A. 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.

  • B. 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.

  • C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • D. 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

- 17 -

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.

E. 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.

  • F. Obtain sufficient appropriate audit evidence regarding the financial information of the 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.

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 parent company only financial statements of the current period and are therefore the key audit matters. We describe these

- 18 -

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.

For and on Behalf of PricewaterhouseCoopers, Taiwan March 13, 2024

The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

- 19 -

AMTRAN TECHNOLOGY CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(3)
6(1)
6(4)
7
7
6(5)
6(6)
6(7)
6(8)
6(9)
6(10)
6(11)
6(24)
7		 December 31, 2023
AMOUNT
%
$
2,995,800
15
2,075,480
10
182,603
1
1,744,140
9
2,671,882
13
218,987
1
23,634
-
1,971,295
10
144,408
1
87,781
-
12,116,010
60
7,117,253
35
342,340
2
15,969
-
585,073
3
11,217
-
127,681
-
14,599
-
8,214,132
40
$
20,330,142
100		 December 31, 2022 December 31, 2022
AMOUNT
$
2,995,800
2,075,480
182,603
1,744,140
2,671,882
218,987
23,634
1,971,295
144,408
87,781
12,116,010
7,117,253
342,340
15,969
585,073
11,217
127,681
14,599
8,214,132
$
20,330,142		 AMOUNT
$
3,791,936
3,270,532
-
607,100
1,629,455
166,693
4,242
1,463,365
87,607
61,049
11,081,979
6,155,136
468,391
19,307
451,018
15,031
97,711
5,906
7,212,500
$
18,294,479		 %
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1120
Current financial assets at fair value
through other comprehensive income
1136
Current financial assets at amortised
cost
1170
Accounts receivable, net
1180
Accounts receivable - related parties
1200
Other receivables
1210
Other receivables due from related
parties
130X
Inventory
1410
Prepayments
11XX
Total current assets
Non-current assets
1550
Investments accounted for using
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property - net
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets		 21
18
-
3
9
1
-
8
1
-
61
34
3
-
2
-
-
-
39
100

(Continued)

- 20 -

AMTRAN TECHNOLOGY CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2023
December 31, 2022
Notes
AMOUNT
%
AMOUNT
%
6(12)
$
400,000
2
$
400,000
2
6(20)
54,030
-
42,588
-
1,095
-
10,084
-
7
3,547,217
17
1,872,784
10
6(13) and 7
2,008,890
10
1,674,658
9
168,610
1
45,677
-
6(15)
84,912
-
100,145
1
11,311
-
12,197
-
371,476
2
113,841
1
6,647,541
32
4,271,974
23
6(24)
286,781
2
479,898
3
4,350
-
7,137
-
6(14)
75,923
-
82,184
-
367,054
2
569,219
3
7,014,595
34
4,841,193
26
6(16)
7,401,000
37
7,980,000
44
6(17)
2,261,663
11
2,293,509
12
6(18)
2,078,338
10
2,078,338
11
254,690
1
342,484
2
1,547,168
8
1,013,645
6
6(19)
(
227,312) (
1) (
254,690) (
1)
13,315,547
66
13,453,286
74
9
11
$
20,330,142
100
$
18,294,479
100
Current liabilities
2100
Short-term borrowings
2130
Current contract liabilities
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2250
Provisions for liabilities - current
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Commitments and Contingent
Liabilities
Subsequent Events
3X2X
Total liabilities and equity

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

- 21 -

AMTRAN TECHNOLOGY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except for earnings (loss) per share amount))

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(20) and 7
$
12,994,525
100
$
11,682,495
100
6(5) and 7
(
12,099,119) (
93) (
10,736,970) (
92)
895,406
7
945,525
8
6(23)
(
198,920) (
1) (
218,132) (
2)
(
227,216) (
2) (
230,256) (
2)
(
508,547) (
4) (
456,676) (
4)
(
934,683) (
7) (
905,064) (
8)
(
39,277)
-
40,461
-
101,305
1
24,257
-
6(21)
128,813
1
73,361
1
6(22)
67,606
-
(
3,562,620) (
31)
(
7,015)
-
(
6,657)
-
6(7)
270,947
2
8,876
-
561,656
4
(
3,462,783) (
30)
522,379
4
(
3,422,322) (
30)
6(24)
(
76,224)
-
668,660
6
$
446,155
4
($
2,753,662) (
24)
6(14)
($
532)
-
($
4,647)
-
6(19)
14,434
-
(
38,744)
-
106
-
929
-
14,008
-
(
42,462)
-
6(19)
20,692
-
124,235
1
6(19)
(
3,943)
-
-
-
6(19)
(
3,805)
-
(
241)
-
12,944
-
123,994
1
$
26,952
-
$
81,532
1
$
473,107
4
($
2,672,130) (
23)
6(25)
$
0.58
($
3.45)
6(25)
$
0.58
($
3.45)
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Operating (loss) profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of associates and joint
ventures accounted for using equity
method, net
7000
Total non-operating income and
expenses
7900
Profit (loss) before income tax
7950
Income tax (expense) benefit
8200
Profit (loss) for the year
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Actuarial losses on defined benefit plan
8330
Share of other comprehensive income
(loss) of associates and joint ventures
accounted for using equity method,
components of other comprehensive
income that will not be reclassified to
profit or loss
8349
Income tax related to components of
other comprehensive (loss) income that
will not be reclassified to profit or loss
8310
Other comprehensive income (loss)
that will not be reclassified to profit or
loss
Components of other comprehensive
income that will be reclassified to profit
or loss
8361
Exchange differences on translation
8367
Unrealised losses from investments in
debt instruments measured at fair value
through other comprehensive income
8380
Share of other comprehensive loss of
associates and joint ventures accounted
for using equity method, components of
other comprehensive income that will be
reclassified to profit or loss
8360
Other comprehensive income that will
be reclassified to profit or loss
8300
Other comprehensive income for the year
8500
Total comprehensive income (loss) for the
year
Earnings per share (in dollars)
9750
Basic earnings (loss) per share
9850
Diluted earnings (loss) per share

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

- 22 -

Total equity $ 16,695,416 2,753,662 ) 81,532 2,672,130 ) - - 570,000 ) - - $ 13,453,286 $ 13,453,286 446,155 26,952 473,107 - 399,000 ) 211,846 ) $ 13,315,547
( ( ( ( (
Other Equity Interest Unrealised gains (losses) from financial assets Financial
measured at fair		 statements
value through		 translation
other		 differences of
comprehensive		 foreign operations
income		 ($
324,294 )
($
18,189 )		 -
-		 123,994
(
38,744 )		 123,994
(
38,744 )		 -
-		 -
-		 -
-		 -
-		 -
2,543		 ($
200,300 )
($
54,390 )		 ($
200,300 )
($
54,390 )		 -
-		 16,887
10,491		 16,887
10,491		 -
-		 -
-		 -
-		 ($
183,413 )
($
43,899 )
Unappropriated retained earnings $ 5,289,679 (
2,753,662 )		 (
3,718 )		 (
2,757,380 )		 (
501,716 )		 (
64,395 )		 (
570,000 )		 (
380,000 )		 (
2,543 )		 $ 1,013,645 $ 1,013,645 446,155 (
426 )		 445,729 87,794 - - $ 1,547,168
AMTRAN TECHNOLOGY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022 (Expressed in thousands of New Taiwan dollars) Retained Earnings Total capital Share capital-
surplus, additional		 Notes
common stock
paid-in capital
Legal reserve
Special reserve		 $ 7,600,000
$ 2,293,509
$ 1,576,622
$
278,089		 -
-
-
-		 6(19)
-
-
-
-		 -
-
-
-		 6(18) -
-
501,716
-		 -
-
-
64,395		 -
-
-
-		 380,000
-
-
-		 -
-
-
-		 $ 7,980,000
$ 2,293,509
$ 2,078,338
$
342,484		 $ 7,980,000
$ 2,293,509
$ 2,078,338
$
342,484		 -
-
-
-		 6(19)
-
-
-
-		 -
-
-
-		 -
-
-
(
87,794 )		 6(16)
(
399,000 )
-
-
-		 6(16)(17)
(
180,000 )
(
31,846 )
-
-		 $ 7,401,000
$ 2,261,663
$ 2,078,338
$
254,690
Year ended December 31, 2022 Balance at January 1, 2022 Loss for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022 Total comprehensive income (loss) for the year ended December 31, 2022 Appropriations of 2021 net income Legal reserve Special reserve Cash dividends Share dividends Changes in investments recognised using the equity method Balance at December 31, 2022 Year ended December 31, 2023 Balance at January 1, 2023 Profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Total comprehensive income (loss) for the year ended December 31, 2023 Reversal of special reserve Capital reduction Purchase of treasury shares and retirement Balance at December 31, 2023

- 23 -

AMTRAN TECHNOLOGY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation (including investment property and
right-of-use assets)
Amortisation
Net (gain) loss on financial assets at fair value
through profit or loss
Share of profit of subsidiaries, associates and
joint ventures accounted for using equity mehod
Interest expense
Impairment loss
Interest income
Dividend income
Changes in operating assets and liabilities
Changes in operating assets
Financial assets mandatorily measued at fair
value through profit or loss
Current financial assets at fair value through
other comprehensive income
Accounts receivable
Accounts receivable-related parties
Other receivables
Other receivables-related parties
Inventory
Prepayments
Changes in operating liabilities
Contract liabilities
Accounts payable
Accounts payable-related paties
Other payables
Other current liabilities
Provisions for liabilities - current
Accrued pension liabilities
Cash inflow generated from operations
Interest paid
Dividends received
Interest received
Income tax paid
Net cash flows from operating activities		 Year ended December 31
Notes
2023
2022
$
522,379
($
3,422,322 )
6(23)
35,569
34,215
6(23)
17,923
18,633
6(2)(22)
(
139,704 )
3,807,009
6(7)
(
270,947 ) (
8,876 )
7,015
6,657
41,140
-
(
101,305 ) (
24,257 )
(
33,724 ) (
18,080 )
1,334,757
1,653,174
(
186,546 )
-
(
1,042,427 )
2,130,928
(
52,294 )
40,357
(
213 )
2,820
(
507,931 )
697,924
(
56,801 )
41,559
(
26,732 )
54,575
11,442
42,588
(
8,989 )
6,231
1,674,433
(
1,229,547 )
334,309
(
974,044 )
257,635
(
59,262 )
(
15,233 ) (
1,054 )
(
623) (
9,135)
1,793,133
2,790,093
(
7,103 ) (
6,630 )
33,724
38,296
83,990
20,883
(
176,272) (
15,283)
1,727,472
2,827,359

(Continued)

- 24 -

AMTRAN TECHNOLOGY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from capital reduction of investees
accounted for using equity method
Acquisition of property, plant and equipment
(including investment property)
Acquisition of investments accounted for using
equity method
Acquisition of financial assets at amortised cost
Proceeds from repayments of financial assets at
amortised cost
Acquisition of intangible assets
Increase in other non-current assets
Prepayments for investments
Increase in refundable deposits
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Payments of lease liabilities
(Decrease) increase in refundable deposit
Cash reduction
Purchase of treasury shares
Cash dividends paid
Net cash flows used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year		 Year ended December 31
Notes
2023
2022
6(7)
$
13,120
$
7,570
6(8)(10)
(
31,105 ) (
7,392 )
(
715,973 ) (
30,074 )
(
1,744,140 ) (
607,100 )
607,100
-
6(11)
(
14,109 ) (
14,954 )
(
791 )
-
(
6,468 )
-
(
1,434 ) (
764 )
(
1,893,800 ) (
652,714 )
-
(
400,000 )
(
12,792 ) (
8,953 )
(
6,170 )
13,197
6(16)
(
399,000 )
-
6(16)
(
211,846 )
-
6(18)
-
(
570,000 )
(
629,808 ) (
965,756 )
(
796,136 )
1,208,889
6(1)
3,791,936
2,583,047
6(1)
$
2,995,800
$
3,791,936

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

- 25 -

AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2023 AND 2022

For the convenience of readers and for information purpose only, the 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. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

- 26 -

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Stockholders of Amtran Technology Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of Amtran Technology Co., Ltd. and its subsidiaries (the “Group”) as at December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2023 and 2022, 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of 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 in the

- 27 -

Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other independent auditors, 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 Group’s 2023 consolidated financial statements. 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 2023 consolidated financial statements are stated as follows:

Allowance for inventory valuation losses

Description

Refer to Note 4(14) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(5) for details of inventory. As at December 31, 2023, the balances of inventory and allowance for inventory valuation losses were NT$2,454,464 thousand and NT$128,358 thousand, respectively.

The Group is primarily engaged in manufacturing and sales of 3C electronic products. Due to rapid technology innovations, short lifespan of electronic products and fluctuations in market prices, there is a higher risk of inventory losses due from market value decline. The Group recognises inventories at the lower of cost and net realisable value, and identifies the net realisable value of separately identified inventories using the item by item approach in determining the lower of cost and net realisable value and corroborating against supporting documents those inventory items separately identified as obsolete and damaged in recognising valuation losses.

As the net realisable value used in the valuation of obsolete and damaged inventories

- 28 -

usually involves subjective judgement and high degree of uncertainty, and the amount of inventories and allowance for inventory valuation losses are material to the financial statements, we considered the allowance for inventory valuation losses a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Assessed the reasonableness and consistent application of provision policies and procedures on allowance for inventory valuation losses based on the understanding of the Group’s business and industrial nature;

  • B. Obtained valuation statement of net realisable value of inventory, understood the calculation logic, verified relevant accounting records and selected samples from the data sources of net realisable value; and

  • C. Obtained the details of obsolete and damaged inventories which were separately identified by management, examined relevant documents, verified accounting records in comparing the allowance for inventory valuation losses of prior period, and assessed the reasonableness of allowance for inventory valuation losses.

Other matter – Reference to the audits of other auditors

As described in Note 6(7), we did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts and information disclosed in Note 13 included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$438,880 thousand and NT$403,798 thousand, both constituting 2% of the consolidated total assets, as at December 31, 2023 and 2022, respectively, and the comprehensive income (loss) recognised from associates and joint ventures accounted for under the equity method amounted to NT$35,082 thousand and NT$15,697 thousand, constituting 7.25% and 0.6% of the consolidated total comprehensive income for the years then ended, respectively.

- 29 -

Other matter – Parent company only financial statements

We have audited and expressed an unmodified opinion with other matter paragraph on the parent company only financial statements of Amtran Technology Co., Ltd. as at and for the years ended December 31, 2023 and 2022.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, 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.

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

- 30 -

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 Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  • A. 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.

  • B. 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.

  • C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • D. 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

- 31 -

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.

E. 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.

F. Obtain sufficient appropriate audit evidence regarding the financial information of the 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.

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.

- 32 -

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 of the current period 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.

For and on Behalf of PricewaterhouseCoopers, Taiwan March 13, 2024

------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

- 33 -

AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(3)
6(1)
6(4)
7
6(5)
6(6)
8
6(7)
6(8) and 8
6(9)
6(10)
6(11)
6(26)
6(1) and 8		 December 31, 2023
AMOUNT
%
$
3,789,402
19
2,299,371
11
184,435
1
3,403,150
17
3,434,040
17
156,008
1
42,063
-
36,599
-
2,326,106
11
150,049
1
1,811
-
15,823,034
78
614,322
3
2,357,731
11
369,302
2
585,073
3
29,812
-
199,558
1
374,301
2
4,530,099
22
$
20,353,133
100		 December 31, 2022 December 31, 2022
AMOUNT
$
3,789,402
2,299,371
184,435
3,403,150
3,434,040
156,008
42,063
36,599
2,326,106
150,049
1,811
15,823,034
614,322
2,357,731
369,302
585,073
29,812
199,558
374,301
4,530,099
$
20,353,133		 AMOUNT
$
6,278,248
3,465,903
1,866
807,197
2,646,508
114,744
9,424
-
2,044,870
192,997
-
15,561,757
530,644
2,447,820
401,700
451,018
37,249
195,395
147,351
4,211,177
$
19,772,934		 %
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1120
Current financial assets at fair value
through other comprehensive income
1136
Current financial assets at amortised
cost
1170
Accounts receivable, net
1180
Accounts receivable - related parties
1200
Other receivables
1220
Current tax assets
130X
Inventory
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property - net
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets		 32
18
-
4
13
1
-
-
10
1
-
79
3
12
2
2
-
1
1
21
100

(Continued)

- 34 -

AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2023
December 31, 2022
Notes
AMOUNT
%
AMOUNT
%
6(12)
$
425,000
2
$
430,000
2
6(20)
54,031
-
46,096
-
7
4,299,733
21
3,741,870
19
6(13)
1,025,516
5
936,104
5
171,568
1
51,046
-
6(15)
98,186
1
146,999
1
15,491
-
40,913
-
354,587
2
120,062
1
6,444,112
32
5,513,090
28
6(26)
339,343
2
532,460
3
6,177
-
14,805
-
6(14)
87,453
-
93,417
-
432,973
2
640,682
3
6,877,085
34
6,153,772
31
6(16)
7,401,000
36
7,980,000
40
6(17)
2,261,663
11
2,293,509
11
6(18)
2,078,338
10
2,078,338
11
254,690
1
342,484
2
1,547,168
8
1,013,645
5
6(19)
(
227,312) (
1) (
254,690) (
1 )
13,315,547
65
13,453,286
68
6(19)
160,501
1
165,876
1
13,476,048
66
13,619,162
69
9
11
$
20,353,133
100
$
19,772,934
100
Current liabilities
2100
Short-term borrowings
2130
Current contract liabilities
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2250
Provisions for liabilities - current
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
parent
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
31XX
Equity attributable to owners of
the parent
36XX
Non-controlling interest
3XXX
Total equity
Commitments and Contingent
Liabilities
Subsequent Events
3X2X
Total liabilities and equity

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

- 35 -

AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except for earnings (loss) per share amount)

Items YearendedDecember 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(20) and 7
$
16,583,775
100
$
16,355,412
100
6(5)(25) and 7
(
14,993,300) (
90) (
14,865,947) (
91)
1,590,475
10
1,489,465
9
6(25) and 7
(
433,067) (
3) (
459,167) (
3)
(
634,345) (
4) (
761,115) (
4)
(
541,269) (
3) (
471,716) (
3)
(
1,608,681) (
10) (
1,691,998) (
10)
(
18,206)
- (
202,533) (
1)
6(21)
198,860
1
46,049
-
6(22)
269,035
2
237,295
2
6(23)
114,431
1 (
3,526,997) (
22)
6(24)
(
13,152)
- (
10,381)
-
6(7)
18,209
-
17,531
-
587,383
4 (
3,236,503) (
20)
569,177
4 (
3,439,036) (
21)
6(26)
(
112,234) (
1)
653,598
4
$
456,943
3 ($
2,785,438) (
17)
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Operating loss
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and
joint ventures accounted for under
equity method
7000
Total non-operating income and
expenses
7900
Profit (loss) before income tax
7950
Income tax (expense) benefit
8200
Profit (loss) for the year

(Continued)

- 36 -

AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except for earnings (loss) per share amount)

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(14)
($
532)
- ($
4,647)
-
6(19)
14,434
- (
38,744)
-
6(26)
106
-
929
-
14,008
- (
42,462)
-
6(19)
20,531
-
135,665
1
6(19)
(
3,943)
-
-
-

6(19)
(
3,805)
- (
241)
-
12,783
-
135,424
1
$
26,791
-
$
92,962
1
$
483,734
3 ($
2,692,476) (
16)
$
446,155
3 ($
2,753,662) (
17)
10,788
- (
31,776)
-
$
456,943
3 ($
2,785,438) (
17)
$
473,107
3 ($
2,672,130) (
16)
10,627
- (
20,346)
-
$
483,734
3 ($
2,692,476) (
16)
6(27)
$
0.58 ($
3.45)
6(27)
$
0.58 ($
3.45)
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Actuarial gains (losses)on defined
benefit plans
8320
Share of other comprehensive
income (loss) of associates and joint
ventures accounted for using equity
method
8349
Income tax related to components of
other comprehensive income that
will not be reclassified to profit or
loss
8310
Other comprehensive income
(loss) that will not be reclassified
to profit or loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Financial statements translation
differences of foreign operations
8367
Unrealised gains (losses) from
investments in debt instruments
measured at fair value through other
comprehensive income
8370
Share of other comprehensive loss of
associates and joint ventures
accounted for using equity method
8360
Other comprehensive income that
will be reclassified to profit or loss
8300
Total comprehensive income for the
year
8500
Total comprehensive income (loss)
for the year
Profit (loss) attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Comprehensive income (loss)
attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Earnings (loss) per share (in dollars)
9750
Basic earnings (loss) per share
9850
Diluted earnings (loss) per share

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

- 37 -

Total equity $ 16,884,249 2,785,438 ) 92,962 2,692,476 ) - - - 570,000 ) - 2,611 ) $ 13,619,162 $ 13,619,162 456,943 26,791 483,734 - 399,000 ) 13,051 ) 2,951 ) 211,846 ) $ 13,476,048
( ( ( ( ( ( ( (
Non-controlling interest $
188,833		 (
31,776 )		 11,430 (
20,346 )		 - - - - - (
2,611 )		 $
165,876		 $
165,876		 10,788 (
161 )		 10,627 - - (
13,051 )		 (
2,951 )		 - $
160,501
AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022 (Expressed in thousands of New Taiwan dollars, except as otherwise indicated) Equity attributable to owners of the parent Retained Earnings
Other Equity Interest		 Unrealised gains (losses) from financial assets Financial
measured at fair		 statements
value through		 Total capital
translation
other		 Share capital -
surplus, additional
Unappropriated
differences of
comprehensive		 common stock
paid-in capital
Legal reserve
Special reserve
retained earnings
foreign operations
income
Total		 $ 7,600,000
$ 2,293,509
$ 1,576,622
$
278,089
$ 5,289,679
($
324,294 )
($
18,189 ) $ 16,695,416		 -
-
-
-
(
2,753,662 )
-
- (
2,753,662 )		 -
-
-
-
(
3,718 )
123,994
(
38,744 )
81,532		 -
-
-
-
(
2,757,380 )
123,994
(
38,744 ) (
2,672,130 )		 -
-
-
-
(
2,543 )
-
2,543
-		 -
-
501,716
-
(
501,716 )
-
-
-		 -
-
-
64,395
(
64,395 )
-
-
-		 -
-
-
-
(
570,000 )
-
- (
570,000 )		 380,000
-
-
-
(
380,000 )
-
-
-		 -
-
-
-
-
-
-
-		 $ 7,980,000
$ 2,293,509
$ 2,078,338
$
342,484
$ 1,013,645
($
200,300 )
($
54,390 ) $ 13,453,286		 $ 7,980,000
$ 2,293,509
$ 2,078,338
$
342,484
$ 1,013,645
($
200,300 )
($
54,390 ) $ 13,453,286		 -
-
-
-
446,155
-
-
446,155		 -
-
-
-
(
426 )
16,887
10,491
26,952		 -
-
-
-
445,729
16,887
10,491
473,107		 -
-
-
(
87,794 )
87,794
-
-
-		 (
399,000 )
-
-
-
-
-
- (
399,000 )		 -
-
-
-
-
-
-
-		 -
-
-
-
-
-
-
-		 (
180,000 ) (
31,846 )
-
-
-
-
- (
211,846 )		 $ 7,401,000
$ 2,261,663
$ 2,078,338
$
254,690
$ 1,547,168
($
183,413 )
($
43,899 ) $ 13,315,547
Notes 6(19) 6(18) 6(19) 6(16) 6(16)(17)
Year ended December 31, 2022 Balance at January 1, 2022 Loss for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022 Total comprehensive income (loss) for the year ended December 31, 2022 Changes in investments accounted for using equity method Appropriations of 2021 net income Legal reserve Special reserve Cash dividends Share dividends Adjustment in non-controlling interest Balance at December 31, 2022 Year ended December 31, 2023 Balance at January 1, 2023 Profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Total comprehensive income (loss) for the year ended December 31, 2023 Reversal of special reserve Cash reduction Adjustment in non-controlling interest Disposal of subsidiaries Repurchase and retire treasury shares Balance at December 31, 2023

- 38 -

AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation (including investment property)

Depreciation on right-of-use assets

Amortisation

Net (gain) loss on financial assets and liabilities at fair
value through profit or loss

Share of profit of associates and joint ventures
accounted for using equity method

Loss on disposal of property, plant and equipment

Losses on impairment

Interest expense

Interest income

Dividend income

Changes in operating assets and liabilities
Changes in operating assets
Financial assets mandatorily measured at fair value
through profit or loss
Current financial assets at fair value through other
comprehensive income
Accounts receivable
Accounts receivable-related parties
Other receivables
Inventories
Prepayments
Changes in operating liabilities
Contract liabilities
Accounts payable
Accounts payable-related parties
Other payables
Receipts in advance
Other current liabilities
Provisions for liabilities
Accrued pension liabilities
Cash inflow generated from operations
Interest received
Income tax received
Dividends received
Interest paid
Income tax paid
Net cash flows from operating activities		 YearendedDecember 31
Notes
2023
2022
$
569,177 ($
3,439,036 )
6(25)
348,851
358,431
6(25)
48,895
42,858
6(25)
21,844
23,081
6(2)(23)
(
162,355 )
3,824,883
6(7)
(
18,209 ) (
17,531 )
6(23)
(
2,576 ) (
4,010 )
6(7)
41,140
-
6(24)
13,152
10,381
6(21)
(
198,860 ) (
46,049 )
6(22)
(
40,089 ) (
23,230 )
1,328,786
1,701,214
(
186,546 )
-
(
787,513 )
2,620,662
(
41,264 )
25,844
(
7,458 )
106,880
(
281,236 )
871,809
(
26,061 )
38,868
7,935
45,662
557,757 (
1,534,501 )
106 (
19 )
124,282 (
467,870 )
125,073 (
5,189 )
109,452 (
51,420 )
(
48,813 )
10,772
(
623 ) (
9,135 )
1,494,847
4,083,355
174,123
37,918
10,992
-
40,089
31,416
(
13,241 ) (
10,354 )
(
227,646 ) (
83,362 )
1,479,164
4,058,973

(Continued)

- 39 -

AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments accounted for using equity
method

Acquisition of property, plant and equipment (including
investment property)

Proceeds from disposal of property, plant and equipment
(Increase) decrease in refundable deposits
Acquisition of intangible assets

Proceeds from capital reduction of investees accounted
for using equity method

Acquisition of financial assets at amortised cost
Principal repayment of financial assets at maturity
measured at amortized cost
Prepayments for investments
Increase in other non-current assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings

Payment of long-term borrowings

(Decrease) Increase in refundable deposits

Payments of lease liabilities

Cash dividends paid
Cash dividends paid to non-controlling interest
Capital reduction

Acquisition of treasury shares

Decrease in non-controlling interests
Net cash flows used in financing activities
Cumulative translation adjustments
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
 YearendedDecember 31
Notes
2023
2022
6(7)
($
100,858 ) ($
18,525 )
6(28)
(
590,980 ) (
63,005 )
7,464
4,018
(
4,706 ) (
1,239 )
6(11)
(
14,408 ) (
19,494 )
6(7)
4,877
7,570
(
3,428,181 ) (
852,826 )
809,296
150,423
6,468
-
32,466
-
(
3,278,562 ) (
793,078 )
6(29)
(
5,000 ) (
673,960 )
6(29)
-
(
27,308 )
6(29)
(
5,715 )
13,898
6(29)
(
43,074 ) (
34,592 )
-
(
570,000 )
-
(
2,611 )
6(16)
(
399,000 )
-
6(16)
(
211,846 )
-
(
16,002 )
-
(
680,637 ) (
1,294,573 )
(
8,811 )
87,031
(
2,488,846 )
2,058,353
6(1)
6,278,248
4,219,895
6(1)
$
3,789,402
$
6,278,248

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

- 40 -

Attachment IV

Capital Loans and Endorsement/Guarantees

I. Capital Loans

Borrowers: Subsidiary AmTRAN Vietnam Technology Company Limited

2023/12/31

Unit: NT$ thousands

Maximum
Amount for the
Period		 Ending
Balance		 Amount
Withdrawn		 Interest Rate
Collars		 Reason for
short-term
financing		 Maximum
amount
permitted to a
single borrower		 Aggregate
amount
324,250 307,505 - As stated in
the contract		 As working
capital		 2,663,109 5,326,219

Note: The Company shall provide loans totaling no more than 40% of its net worth. For single enterprises, the Company shall individually provide loans amounting to no more than 20% of its net worth to subsidiaries of which the Company directly holds 90% of the ordinary shares and no more than 10% of its net worth for the current period to the remaining subsidiaries.

II. Endorsement/Guarantees

(I) Counterparties: Subsidiary AmTRAN Vietnam Technology Company Limited

2023/12/31 Unit: NT$ thousands

Limit on
Endorsements/
Guarantees for a
Single Enterprise		 Maximum
Amount of
Endorsement/
Guarantee for the
Period		 Ending Balance
of Endorsements/
Guarantees		 Amount of
Endorsements/
Guarantees
Collateralized
by Property		 Percentage of
Accumulated Amount
of Endorsements/
Guarantees in Relation
to Net Worth As Stated
in the Most Recent
FinancialStatements		 Ceiling on
Endorsements/
Guarantees
2,663,109 1,676,400 982,560 - 7.38 6,657,773
  • (II) Counterparties: Subsidiary Rick Technology Inc.

2023/12/31 Unit: NT$ thousands

Limit on
Endorsements/
Guarantees for a
Single Enterprise		 Maximum
Amount of
Endorsement/
Guarantee for the
Period		 Ending Balance
of Endorsements/
Guarantees		 Amount of
Endorsements/
Guarantees
Collateralized
by Property		 Percentage of
Accumulated Amount
of Endorsements/
Guarantees in Relation
to Net Worth As Stated
in the Most Recent
FinancialStatements		 Ceiling on
Endorsements/
Guarantees
2,663,109 1,676,400 399,165 - 3.00 6,657,773

Note: The endorsement/guarantee was provided in accordance with the Company's Procedures for Endorsements/Guarantees. The Company shall provide endorsements/guarantees totaling no more than 50% of its net worth as stated in its most recent financial statements. For single enterprises, the Company shall individually provide endorsements/guarantees amounting to no more than 20% of its net worth for the current period to subsidiaries of which the Company directly holds 90% of the ordinary shares and no more than 10% of its net worth for the current period to the remaining subsidiaries. Net worth shall be determined in accordance with the most recent financial statements audited and reviewed by CPAs.

- 41 -

Attachment V

AmTRAN Technology Co., Ltd. Repurchase of Treasury Stock

As of the date of share transfer suspension: 2024/4/14

As of the date of share transfer suspension: 2024/4/14
Number of repurchases 12
Date of board resolution 2023/3/13
Purpose Protect the Company's credit and
shareholders'equity
Proposed repurchase limit NT$5,799,524 thousand
Proposed repurchase period 2023/03/14~2023/05/12
Proposed repurchase share category Ordinary shares
Proposed repurchase amount 40,000 thousand shares
Proposed repurchase price range NT$8-15 per share
Number of repurchased shares 18,000,000
Number of repurchased shares as a percentage
of proposed repurchase amount (%)		 45%
Category of shares repurchased 18,000,000
Monetary amount of repurchased shares 211,845,541
Average repurchase price 11.77
Accumulated number of shares repurchased 18,000,000
Reason for not completing before the end of
repurchase period		 Reason for the incompletion this time: To
maintain overall shareholder equity and
balance market mechanisms, we adopted a
staggered buyback strategy within a certain
price range in response to changes in stock
prices. Therefore, the repurchase was not
completed entirely.
Number of shares canceled and transferred
(Note)		 18,000,000
Number of shares not yet canceled or
transferred(Note)		 0

Note: The cancellation of shares was completed on August 28, 2023.

- 42 -

Attachment VI

AmTRAN Technology Co., Ltd. Profit Distribution Statement for 2023

Unit: NT$

Unit: NT$
Item Amount
Undistributed earnings for the beginning of theperiod 1,101,439,160
Add: Netprofit for theperiod 446,154,166
Less: Items other than net income for theperiod (425,799)
Actuarialgain(loss)on defined benefitplan (532,249)
Income tax relating to components of other
comprehensive income
106,450
Less: Legal reserve at 10% (44,572,837)
Add: Reversal of special reserve
The undistributed earnings allocated to the special
reserve for 2019 have been subjected to an additional
undistributed earnings tax for 2018
27,376,970
Distributable earnings for theperiod 1,529,971,660
Distribution item
Shareholder dividend (cash dividend)
-NT$0.54208890 per share		 (401,200,000)
Undistributed earnings at the end of theperiod 1,128,771,660

Chairman: Alpha Wu President: Sam Wu Accounting Manager: Scottie Chiu

- 43 -

Description Increased the number of
director seats to meet the
future operational needs of
the Company.
Promoting amendments
integrating the regulations
of Article 4 of the
"Operation Directions for
Compliance with the
Establishment of Board of
Directors by TWSE Listed
Companies and the
Board's Exercise of
Powers" with the
"Sustainable Development
Action Plans for TWSE-
and TPEx-Listed
Companies (2023)"
Articles before the amendments Article 12:
The Company shall appoint 9 to 11 directors whose term of
office is three years. The candidate nomination system shall
be adopted in the election of directors at the Company in
accordance with Article 192-1 of the Company Act.
Directors shall be elected from the list of candidates at the
shareholders' meeting, and shall be eligible for re-election.
The total number of shares held by all the directors of the
Company, excluding independent directors, shall be
governed by the relevant rules and regulations promulgated
by the competent authority in charge of securities affairs.
Among the directors of the Company mentioned in the
preceding paragraph, there shall be no less than two
independent directors and the number of independent
directors shall be no less than one-fifth of the total number
of directors at the Company. Professional qualifications,
restrictions on shareholdings and concurrent positions,
methods of nomination, and other matters associated with
independent directors shall be governed by the relevant rules
and regulations promulgated by the competent authority.
Articles after the amendments Article 12:
The Company shall appoint 9 to 15 directors whose term of
office is three years. The candidate nomination system shall
be adopted in the election of directors at the Company in
accordance with Article 192-1 of the Company Act.
Directors shall be elected from the list of candidates at the
shareholders' meeting, and shall be eligible for re-election.
The total number of shares held by all the directors of the
Company, excluding independent directors, shall be
governed by the relevant rules and regulations promulgated
by the competent authority in charge of securities affairs.
Among the directors of the Company mentioned in the
preceding paragraph, there shall be no less than three
independent directors and the number of independent
directors shall be no less than one-third of the total number
of directors at the Company. Professional qualifications,
restrictions on shareholdings and concurrent positions,
methods of nomination, and other matters associated with
independent directors shall be governed by the relevant rules
and regulations promulgated by the competent authority.

- 44 -

Description Revision date of the
amendments made to the
articles
Articles before the amendments Article 20:
The Articles of Incorporation were established on August 5,
1994.
(omitted)
The 24th amendment was made on June 17, 2015.
The 25th amendment was made on June 7, 2016
The 26th amendment was made on June 12, 2018
The 27th amendment was made on June 12, 2019.
The 28th amendment was made on June 14, 2022.
Articles after the amendments Article 20:
The Articles of Incorporation were established on August 5,
1994.
(omitted)
The 24th amendment was made on June 17, 2015.
The 25th amendment was made on June 7, 2016.
The 26th amendment was made on June 12, 2018.
The 27th amendment was made on June 12, 2019.
The 28th amendment was made on June 14, 2022.
The 29th amendment was made on June 12, 2024.

- 45 -

AmTRAN Technology Co., Ltd.
List of Candidates for Directors and Independent Directors		 Current situation/status The Company's CEO
Chairman, Zwei-Mau Investment Co.,
Ltd
Chairman of ABOUND PORFITS
LIMITED
Chairman, Rick Technology Inc.
Chairman, Amtran Electronic (Suzhou)
Co., Ltd.
Legal Person Director Representative,
SPYGLASS TESLA, LLC
Chairman, BMA Venture Capital
Investment Corporation
Chairman of Suzhou Raken Technology
Ltd.
Chairman, Hua Jung Components Co.,
Ltd.
Legal Person Director Representative,
Rick Service Inc.
Director, Yowshiuan Investments Inc.
Major Experience (Education)

Electrical Engineering, National Taiwan
University
President, Meige Technology Co., Ltd.
Number of
Shares Held
(Shareholding ratio)		 33,199,331
(4.49%)
Account
Number /
ID Document
Number		 6
Name Alpha Wu
Title Director

- 46 -

Current situation/status Chairman, Jin Chuen Investment Co.,
Ltd.
Director, Hengxu Investment Corp.
Representative, Chin Heng Investment
Co., Ltd.
Representative, Zwei-Mau Capital Co.,
Ltd
Representative, Chin Hsuan Investment
Co., Ltd.
Director, Hsuan Fa Co., Ltd.		 Legal Person Director, AmTRAN
Technology Co., Ltd.		 Legal Person Director, AmTRAN
Technology Co., Ltd.
Legal Person Supervisor, Eversun
Electronic Co., Ltd.
Legal Person Supervisor, Hongxuan
Venture Capital Co., Ltd.
Legal Person Director & Supervisor,
Piconets Inc.		 Legal Person Director, AmTRAN
Technology Co., Ltd.		 Legal Person Director, AmTRAN
Technology Co., Ltd.
Major Experience (Education)

-

-

-

-
Number of
Shares Held
(Shareholding ratio)		 19,220,093
(2.60%)		 16,839,467
(2.28%)		 14,032,889
(1.90%)		 3,503,543
(0.47%)
Account
Number /
ID Document
Number		 4 22467 5
304046
Name Yowshiuan
Investments Inc.		 Hua Jung
Components Co.,
Ltd.		 Jin Chuen Investm
ent Co., Ltd.		 Hsuan Fa Co., Ltd.
Title Director Director Director Director

- 47 -

Current situation/status Legal Person Director, AmTRAN
Technology Co., Ltd.
Legal Person Director, Jin Chuen
Investment Co., Ltd.
Legal Person Director, Rick Technology
Inc.		 Director, AmTRAN Technology Co.,
Ltd.
Chairman, Crystal Technology Venture
Capital Investment Corp.
Chairman, Chih Hsin Investment Corp.
Director, BMA Venture Capital
Investment Corporation
Independent director, Azurewave
Technologies, Inc.
Director, BMB Venture Capital
Investment Corporation
Chairman, RFIC Technology
Corporation
Legal Person Director Representative,
InnoFund III Ltd.
Director, DIGITAL-CAN Tech. Co., Ltd.		 Independent Director, AmTRAN
Technology Co., Ltd.
Major Experience (Education)

-

Master degree in business
administration, National Taiwan
University of Science and Technology

Master degree in strategic management
and business policy, National Chiao
Number of
Shares Held
(Shareholding ratio)		 6,548,680
(0.88%)		 0
(0%)		 0
(0%)
Account
Number /
ID Document
Number		 280765 E1215* T1202*
Name Rick Inc. David Chou Hong-Jheng Wei
(Note)
Title Director Director Independent
Director

- 48 -

Current situation/status CDIB Capital Growth PartnerL.P. Vice
President
Legal Person Director Representative,
Apex Medical Corp		 Independent Director, AmTRAN
Technology Co., Ltd.
Chairman of TPiDA
Director of Taiwan Intelligent
HealthCare Association.
Chairman, CTC Capital, Inc.
Legal Person Director Representative,
Jaguar Technology Inc.
Legal Person Director Representative,
Meco Technology Co., Ltd.
Legal Person Director Representative,
TelePlus Healthtech, Inc.
Director, Lighten Technologies Inc.
Independent Director, China Chemical &
Pharmaceutical Co., Ltd.
Independent Director, Aurotek Corp.
Major Experience (Education) Tung University
Legal Person Director Representative,
Sino-American Silicon Products Inc.
Legal Person Director Representative,
Intumit, Inc.
Independent Director, Superior Plating
Technology CO., LTD

Master of Laws from School of Law,
Harvard University
Bachelor of Law, Soochow University,
Taiwan
CEO, Direct Investment Business
Group, China Development Industrial
Bank
Senior Vice President, China
Development Finance Holdings
Corporation
President, Pacific Venture Partners
Supervisor, L&K Engineering Co., Ltd.
Supervisor, Aurotek Corporation
Number of
Shares Held
(Shareholding ratio)		 0
(0%)
Account
Number /
ID Document
Number		 A1207*
Name Dah-Jen Chou
(Note)
Title Independent
Director

- 49 -

Current situation/status
Independent Director, AmTRAN
Technology Co., Ltd.
Chairman, Shih Hsin University
Chairman of the Chinese Association for
History of Journalism and
Communication
Supervisor of the Straits Exchange
Foundation
Legal Person Director Representative,
Twinhead International Corp.
Director of the 21st Century Foundation
Major Experience (Education)

Ph.D. in Public Administration, LaVern
University, USA
Master of Science in International
Administration, LaVern University, USA
B.S. in Electrical and Computer
Engineering, Berkeley University,
California, USA
Full-time Associate Professor,
Department of Public Policy and
Management, Shih Hsin University
Associate Dean, School of Lifelong
Education, Shih Hsin University
Chief Executive Officer, Multimedia
Center, Shih Hsin University
Chief Executive Officer, Overseas
Teaching Center, Shih Hsin University
Exchange Teacher, Communication
University of China, Beijing
Executive Director, WebNet Cultural
Technology Inc.
Executive Director, China Metropolitan
Venture Capital Inc.
President, Super Mushroom Productions
Limited
Number of
Shares Held
(Shareholding ratio)		 0
(0%)
Account
Number /
ID Document
Number		 F1701*
Name Cheng-Hu Chow
Title Independent
Director

- 50 -

Current situation/status Independent Director, AmTRAN
Technology Co., Ltd.
Go-South Urological Foundation,
Secretary-General		 Note: Mr. Hong-Jheng Wei and Mr. Dah-Jen Chou, the current independent directors, possess professional knowledge and extensive industry experience.
The Company still relies on their expertise to provide oversight and professional advice to the Board of Directors. Therefore, this election intends to
continue nominating them to serve as independent directors of the Company.
Major Experience (Education) President, WAYI Joint Software
Development Co., Ltd., Beijing
President, Wanyiwan.com (Beijing,
China)
Independent Director, Federal Corp.

Master, Department of Cultural and
Creative Industries Management,
National Taipei University of Education
Go-South Urological Foundation,
Secretary-General
Number of
Shares Held
(Shareholding ratio)		 0
(0%)
Account
Number /
ID Document
Number		 R2202*
Name Chang-Ying Hsu
Title Independent
Director

- 51 -

Attachment IX

AmTRAN Technology Co., Ltd.

Details of Com etition for Director Candidates p

Title Name Concurrent position
Director Alpha Wu Chairman, Zwei-Mau Investment Co., Ltd
Chairman of ABOUND PORFITS LIMITED
Chairman, Rick Technology Inc.
Chairman, Amtran Electronic (Suzhou) Co., Ltd.
Legal Person Director Representative, SPYGLASS
TESLA, LLC
Chairman, BMA Venture Capital Investment Corporation
Chairman of Suzhou Raken Technology Ltd.
Chairman, Hua Jung Components Co., Ltd.
Legal Person Director Representative, Rick Service Inc.
Director, Yowshiuan Investments Inc.
Chairman, Jin Chuen Investment Co., Ltd.
Director, Hengxu Investment Corp.
Representative, Chin Heng Investment Co., Ltd.
Representative, Zwei-Mau Capital Co., Ltd
Representative, Chin Hsuan Investment Co., Ltd.
Director, Hsuan Fa Co., Ltd.
Director Hua Jung
Components Co.,
Ltd.		 Legal Person Supervisor, Eversun Electronic Co., Ltd.
Legal Person Supervisor, Hongxuan Venture Capital Co.,
Ltd.
Chairman, Piconets Inc.
Director Rick Inc. Legal Person Director, Jin Chuen Investment Co., Ltd.
Legal Person Director, Rick Technology Inc.
Director David Chou Chairman,
Crystal
Technology
Venture
Capital
Investment Corp.
Chairman, Chih Hsin Investment Corp.
Director, BMA Venture Capital Investment Corporation
Independent director, Azurewave Technologies, Inc.
Director, BMB Venture Capital Investment Corporation
Chairman, RFIC Technology Corporation
Legal Person Director Representative, InnoFund III Ltd.
Director, DIGITAL-CAN Tech. Co., Ltd.
Independent
Director		 Cheng-Hu Chow Chairman, Shih Hsin University
Chairman of the Chinese Association for History of
Journalism and Communication
Supervisor of the Straits Exchange Foundation
Legal Person Director Representative, Twinhead
International Corp.
Director of the 21st CenturyFoundation

- 52 -

Title Name Concurrent position
Independent
Director		 Dah-Jen Chou Chairman of TPiDA
Director of Taiwan Intelligent HealthCare Association.
Chairman, CTC Capital, Inc.
Legal Person Director, Jaguar Technology Inc.
Legal Person Representative Director, Meco Technology
Co., Ltd.
Representative Director, TelePlus Healthtech, Inc.
Director, Lighten Technologies Inc.
Independent Director, China Chemical & Pharmaceutical
Co., Ltd.
Independent director, Aurotek Corp.
Independent
Director		 Hong-Jheng Wei CDIB Capital Growth PartnerL.P. Vice President
Legal Person Director Representative, APEX MEDICAL
CORP

- 53 -

Appendix I

AmTRAN Technology Co., Ltd. Articles of Incorporation

Chapter I General Provisions

Article 1 The Company is organized in accordance with the Company Act and is named "瑞軒科技股份有限公司" in Chinese.

  • ("AmTRAN Technology Co., Ltd." in English).

Article 2 The Company engages in the following businesses:

  1. CB01010 Mechanical Equipment Manufacturing

  2. CB01990 Other Machinery Manufacturing

  3. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing

  4. CC01070 Wireless Communication Mechanical Equipment Manufacturing 5. CC01110 Computer and Peripheral Equipment Manufacturing

  5. CC01101 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing

  6. CC01080 Electronics Components Manufacturing

  7. CE01030 Optical Instruments Manufacturing

  8. CP01010 Hand Tools Manufacturing

  9. CQ01010 Mold and Die Manufacturing

  10. F113010 Wholesale of Machinery

  11. F113050 Wholesale of Computers and Clerical Machinery Equipment

  12. F118010 Wholesale of Computer Software

  13. F213030 Retail Sale of Computers and Clerical Machinery Equipment

  14. F213080 Retail Sale of Machinery and Tools

  15. F213060 Retail Sale of Telecommunication Apparatus

  16. F218010 Retail Sale of Computer Software

  17. I501010 Product Designing

  18. F113020 Wholesale of Electrical Appliances

  19. F213010 Retail Sale of Electrical Appliances

  20. F401010 International Trade

  21. F119010 Wholesale of Electronic Materials

  22. F219010 Retail Sale of Electronic Materials

- 54 -

  1. F401021 Restrained Telecom Radio Frequency Equipment and Materials Import

  2. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing

  3. CH01040 Toys Manufacturing

  4. F106060 Wholesale of Pet Food and Supplies

  5. F206050 Retail Sale of Pet Food and Supplies

  6. F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies

  7. F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies

  8. F203010 Retail Sale of Food, Grocery and Beverage

  9. F108040 Wholesale of Cosmetics

  10. F208040 Retail Sale of Cosmetics

  11. F113030 Wholesale of Precision Instruments

  12. F213040 Retail Sale of Precision Instruments

  13. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

  14. Article 3 The headquarters of the Company is located in New Taipei City. The Company may set up branch offices in Taiwan and overseas by a resolution adopted by the Board of Directors when necessary.

  15. Article 4 The Company may, depending on its business needs, make external investments and may, by a resolution adopted by the Board of Directors, be a shareholder of limited liability of another company, and the total amount of its investment shall not be restricted by the investment quota stipulated in Article 13 of the Company Act.

Chapter II Shares

Article 5 The total capital of the Company is NT$12 billion, which is divided into 1.2 billion shares at a par value of NT$10 per share. The Board of Directors shall be authorized to issue such shares in installments.

Out of the total capital indicated in the first paragraph, NT$400 million shall be reserved for the issuance of employee stock warrants comprising 40 million shares in total at NT$10 per share. The warrants may be issued in installments by a resolution adopted by the Board of Directors.

When transferring treasury shares purchased by the Company, the eligible

- 55 -

recipients of such shares shall include employees at the companies controlled by the Company or the subsidiaries of the Company who meet certain conditions. Such conditions and the transfer method shall be decided by a resolution adopted by the Board of Directors.

When issuing employee stock warrants, the eligible recipients of such warrants shall include employees at the companies controlled by the Company or the subsidiaries of the Company who meet certain conditions. Such conditions and the transfer method shall be decided by a resolution adopted by the Board of Directors.

When issuing new shares, employees who are eligible to subscribe to such shares shall include employees at the companies controlled by the Company or the subsidiaries of the Company who meet certain conditions. Such conditions and the transfer method shall be decided by a resolution adopted by the Board of Directors.

When issuing restricted stock awards, the eligible recipients of such awards shall include employees at the companies controlled by the Company or the subsidiaries of the Company who meet certain conditions. Such conditions and the transfer method shall be decided by a resolution adopted by the Board of Directors.

  • Article 5-1 The Company shall transfer shares to employees at a price lower than the average price of shares repurchased or transfer employee stock warrants to employees at a price lower than the market price (net asset value per share) with the approval of shareholders representing more than two-thirds of the voting rights at a meeting attended by shareholders holding more than half the total number of issued shares.

  • Article 6 The shares of the Company are registered shares. The share certificates shall be affixed with the signature or stamp of the director representing the Company and duly certified by the competent authority or its authorized issuer before they are issued. The Company may be exempted from printing any share certificate for the shares it issues, and shall register the issued shares with a centralized securities depository enterprise.

  • Article 7 Registration for transfer of shares shall be suspended within 60 days prior to an annual shareholders' meeting, within 30 days prior to an extraordinary shareholders' meeting or within five days prior to the day when dividend, bonus or other benefits are scheduled to be distributed by the Company.

  • Article 7-1 The Company's stock affairs shall be handled in accordance with the

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"Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated by the competent authority.

Chapter III Shareholders' Meeting

  • Article 8 There are two types of shareholders' meeting, namely annual shareholders' meeting and extraordinary shareholders' meeting. An annual shareholders' meeting shall be convened by the Board of Directors each year within six months after the end of a fiscal year. An extraordinary shareholders' meeting shall be convened in accordance with the law when necessary.

  • Article 8-1 The Company's shareholders' meeting may be convened by video conference or other methods announced by the central competent authority. With regard to the conditions, operating procedures, and other compliance matters for the adoption of the shareholders' meetings by video conference, where the competent authority of securities has other regulations, such regulations shall apply.

  • Article 9 Voting rights may be exercised by correspondence or electronic means at a shareholders' meeting convened by the Company.

  • When a shareholder is unable to attend a shareholders' meeting for any reason, the shareholder may appoint a proxy to attend the meeting on his/her behalf by presenting a proxy form printed by the Company which specifies the scope of authorization. Attendance by proxy on behalf of shareholders shall be governed by not only Article 177 of the Company Act, but also the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authority.

  • Article 10 Unless otherwise provided by the law, shareholders of the Company shall be entitled to one vote for each share held.

  • Article 11 Unless otherwise provided by the relevant laws and regulations, a resolution of the shareholders' meeting shall be adopted with the approval of shareholders representing more than half the voting rights at the meeting attended, either in person or by proxy, by shareholders holding more than half the total number of issued shares. However, a resolution for the following matters shall be adopted with the approval of shareholders representing more than half the voting rights at the meeting attended, either in person or by proxy, by shareholders holding more than two-thirds of the total number of issued shares.

  • Acquisition of or merger with other domestic or foreign companies.

- 57 -

  1. Dissolution, liquidation or split-up.

  2. Article 11-1 If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is absent, the Chairman shall appoint one of the directors to chair the meeting. In the event that the Chairman does not make such a designation, the directors shall select from among themselves one person to chair the meeting. If a shareholders' meeting is convened by a person with the right to convene other than the Board of Directors, the meeting shall be chaired by the person with the right to convene. In the event that there are two or more people with the right to convene, they shall select from among themselves one person to chair the meeting.

Chapter IV Directors and Board of Directors

  • Article 12 The Company shall appoint 9 to 11 directors whose term of office is three years. The candidate nomination system shall be adopted in the election of directors at the Company in accordance with Article 192-1 of the Company Act. Directors shall be elected from the list of candidates at the shareholders' meeting, and shall be eligible for re-election. The total number of shares held by all the directors of the Company, excluding independent directors, shall be governed by the relevant rules and regulations promulgated by the competent authority in charge of securities affairs.

  • Among the directors of the Company mentioned in the preceding paragraph, there shall be no less than two independent directors and the number of independent directors shall be no less than one-fifth of the total number of directors at the Company. Professional qualifications, restrictions on shareholdings and concurrent positions, methods of nomination, and other matters associated with independent directors shall be governed by the relevant rules and regulations promulgated by the competent authority.

  • Article 12-1 The Company shall establish the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be fully composed of independent directors, where one of the members shall be the convener of the committee, and at least one member shall possess accounting or finance expertise.

- 58 -

The Audit Committee and its members shall be responsible for performing the duties and responsibilities of supervisors stipulated in the Company Act, the Securities and Exchange Act, and other laws and regulations.

  • Article 13 A chairman shall be elected from among the directors by a majority vote at a meeting attended by more than two-thirds of the total number of directors at the Company. The Chairman shall represent the Company in public.

  • Article 14 When the Chairman is on leave or is unable to exercise his/her powers for any reason, a person shall be elected to act on his/her behalf in accordance with Article 208 of the Company Act.

  • Article 14-1 Unless otherwise provided for in the Company Act, a Board of Directors' meeting must be attended by more than half the total number of directors. A resolution shall be adopted with the approval of more than half the directors present at the meeting. Directors shall attend a Board of Directors' meeting in person. If a director is unable to attend a Board of Directors' meeting for any reason, the director may appoint other directors to attend the meeting on his/her behalf; however, a director may only be appointed to serve as a proxy for one other director only.

  • A Board of Directors' meeting may be convened via video conferencing. Directors who participate in the meeting via video conferencing shall be deemed to have attended the meeting in person.

  • Article 14-2 The Company may take out liability insurance for all the directors depending on actual needs.

  • Article 14-3 The directors of the Company shall be notified of the convening of a Board of Directors' meeting seven days prior to the meeting. In case of an emergency, a Board of Directors' meeting may be convened at any time.

  • Directors may be notified of the convening of a Board of Directors' meeting as mentioned in the preceding paragraph in writing, by fax or via e-mail.

  • Article 15 The Board of Directors shall be authorized to determine the remuneration of directors based on their level of participation and value of contribution to the operations of the Company, as well as by reference to prevailing industry standards.

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Chapter V Managers

  • Article 16 The Company shall appoint a number of managers. The appointment, discharge, and remuneration of managers shall be handled in accordance with Article 29 of the Company Act.

Chapter VI Accounting

  • Article 17 The Audit Committee shall review the reports and statements which are prepared and to be submitted by the Board of Directors to the shareholders' meeting, and report their opinions at the shareholders' meeting.

  • Article 18 If the Company records a profit in a particular year, the Company shall set aside no less than 3% of its profit as employee remuneration, which may be distributed in the form of shares or cash by a resolution adopted by the Board of Directors. The eligible recipients of employee remuneration may include employees at the companies controlled by the Company or the subsidiaries of the Company who meet certain conditions. On the other hand, the Company may set aside no more than 3% of the aforesaid profit as director remuneration by a resolution adopted by the Board of Directors. The distribution of employee remuneration and director remuneration shall be reported to the shareholders' meeting.

  • If the Company still records accumulated losses, the Company shall reserve a portion of its profit to make up for losses before allocating employee remuneration and director remuneration based on the percentages indicated in the preceding paragraph.

  • Article 18-1 If the Company posts a profit as indicated in its final annual accounts for each half of the fiscal year, the Company shall first pay taxes in accordance with the law and make up for accumulated losses before setting aside 10% of the remaining earnings as legal reserve; however, no more earnings shall be set aside as legal reserve if the legal reserve amounts to the Company’s total paid-up capital, and the remaining earnings shall be set aside as or reversed to special reserve in accordance with the law. If there are still earnings left thereafter, the remaining earnings, or together with the accumulated undistributed earnings from the previous half of the fiscal year, shall be distributed as shareholder dividends according to the distribution plan proposed by the Board of Directors. In the event that shareholder dividends are to be

- 60 -

distributed in the form of new shares, such distribution shall be carried out by a resolution adopted at the shareholders' meeting. In the event that shareholder dividends are to be distributed in the form of cash, such distribution shall be carried out by a resolution adopted by the Board of Directors.

If the Company posts a profit as indicated in its final annual accounts for the entire fiscal year, the Company shall first pay taxes in accordance with the law and make up for accumulated losses before setting aside 10% of the remaining earnings as legal reserve; however, no more earnings shall be set aside as legal reserve if the legal reserve amounts to the Company’s total paid-up capital, and the remaining earnings shall be set aside as or reversed to special reserve. If there are still earnings left thereafter, the remaining earnings, or together with the accumulated undistributed earnings from the first half of the fiscal year, shall be distributed as shareholder dividends according to the distribution plan proposed by the Board of Directors. In the event that shareholder dividends are to be distributed in the form of new shares, such distribution shall be carried out by a resolution adopted at the shareholders' meeting.

In the event that the Company distributes dividends and bonuses or legal reserve either fully or partially in the form of cash, the Board of Directors shall be authorized to determine such distribution by a resolution adopted by a majority vote at a meeting attended by more than two-thirds of the directors and report such distribution to the shareholders' meeting.

Shareholder dividends shall be no less than 10% of the earnings available for distribution for the current year. Shareholder dividends may be distributed in the form of cash or shares, of which cash dividends shall be no less than 20% of the total dividends. However, in case of a major capital expenditure plan in the future, shareholder dividends may be fully distributed by means of stock dividends upon approval at an annual shareholders' meeting.

Since the Company belongs to the high-tech industry, the Company adopts a dividend policy based on the principle of equilibrium in line with the growth characteristics and overall environment of the tech industry, and determines the levels of dividends to be distributed in consideration of various factors, such as profitability, financial structure, and future development. Dividends shall be distributed from distributable earnings. Stock dividends may be distributed according to the Company's overall capital budget plan in order to retain the capital required.

- 61 -

Article 19 Any matters not specified in the Articles of Incorporation shall be governed by the Company Act and the relevant laws and regulations. Article 19-1 The Company may provide external guarantees in consideration of its business needs, which shall be handled in accordance with the Company’s regulations governing endorsements/guarantees. Article 19-2 The Company's charters and bylaws shall be established separately by the Board of Directors.

Chapter VII Supplementary Provisions Article 20 The Articles of Incorporation were established on August 5, 1994. The 1st amendment was made on March 12, 1995. The 2nd amendment was made on April 6, 1995. The 3rd amendment was made on September 1, 1995. The 4th amendment was made on October 16, 1995. The 5th amendment was made on August 29, 1997. The 6th amendment was made on December 19, 1997. The 7th amendment was made on June 18, 1998. The 8th amendment was made on May 10, 1999. The 9th amendment was made on May 15, 2000. The 10th amendment was made on May 15, 2000. The 11th amendment was made on May 15, 2001. The 12th amendment was made on May 15, 2001. The 13th amendment was made on May 7, 2002. The 14th amendment was made on June 10, 2003. The 15th amendment was made on June 25, 2004. The 16th amendment was made on June 14, 2005. The 17th amendment was made on June 15, 2006. The 18th amendment was made on June 13, 2007. However, Article 5-1 and Article 18, which were amended in line with the recognition of employee bonus as an expense, took effect on the implementation date (January 1, 2008) announced by the competent authority. The 19th amendment was made on June 13, 2008. The 20th amendment was made on June 16, 2009. The 21st amendment was made on June 18, 2010. The 22nd amendment was made on June 24, 2011.

- 62 -

The 23rd amendment was made on June 11, 2014. The 24th amendment was made on June 17, 2015. The 25th amendment was made on June 7, 2016. The 26th amendment was made on June 12, 2018. The 27th amendment was made on June 12, 2019. The 28th amendment was made on June 14, 2022.

- 63 -

Appendix II

AmTRAN Technology Co., Ltd.

Rules of Procedure for Shareholders Meetings

Amended at the shareholders' meeting on June 11, 2014

Article 1 The Company's shareholders' meetings shall be conducted in accordance with the Rules, unless otherwise provided by the relevant laws and regulations or the Company's Articles of Incorporation.

Article 2 When the Company convenes a shareholders' meeting, shareholders may exercise their voting rights by correspondence or electronic means. A shareholder who exercises his/her voting rights by correspondence or electronic means as mentioned in the preceding paragraph shall be deemed to have attended the meeting in person.

However, the shareholder shall be deemed to have waived his/her rights in respect of extempore motions or amendments to original proposals in the meeting.

The shareholders present shall hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the sign-in card submitted by shareholders and shares whose voting rights are exercised by correspondence or electronic means.

Article 3 If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or is unable to exercise his/her powers for any reason, the Chairman shall appoint one of the directors to chair the meeting. In the event that the Chairman does not make such a designation, the directors shall select from among themselves one person to chair the meeting. If a shareholders' meeting is convened by a person with the right to convene other than the Board of Directors, the meeting shall be chaired by the person with the right to convene.

Article 4 When the shareholders present represent more than half the total number of issued shares, the chairperson shall call the meeting to order at the appointed meeting time. If the quorum is not met beyond the meeting time, the

- 64 -

chairperson may announce a postponement, with no more than two such postponements (the first postponement being 20 minutes and the second being 10 minutes) allowed. If the shareholders present still do not represent more than half the total number of issued shares but represent more than one-third of the total number of issued shares, "a tentative resolution may be passed by a majority of the shareholders present" as stipulated in Article 175 of the Company Act. If the number of shares represented by the shareholders present has met the quorum when passing the tentative resolution in the preceding paragraph, the chairperson may call the meeting to order immediately and submit the tentative resolution to the meeting for ratification in accordance with Article 174 of the Company Act.

Article 5 If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution adopted by the shareholders' meeting.

The provisions of the preceding paragraph shall apply mutatis mutandis to a shareholders' meeting convened by a person with the right to convene other than the Board of Directors.

The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda set out in the preceding two paragraphs (including extempore motions), except upon a resolution adopted by the shareholders' meeting. After the meeting is adjourned, shareholders may not elect another chairperson and resume the meeting at the same location or seek an alternative venue to proceed with the meeting.

  • Article 6 Before speaking, a shareholder present must specify on a speaker's slip the subject of his/her speech, his/her shareholder account number (or attendance card number), and his/her account name. The order in which shareholders speak shall be set by the chairperson.

A shareholder present who has submitted a speaker's slip but is yet to speak shall be deemed to have not spoken. When the content of a shareholder's speech does not correspond to the subject given on his/her speaker's slip, the

- 65 -

spoken content shall prevail. When a shareholder present is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder who has the floor. Any violation of this rule shall be stopped by the chairperson.

  • Article 7 Unless otherwise consented by the chairperson, a shareholder may not speak more than twice on the same proposal, and may only speak for no more than five minutes each time. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairperson may terminate his/her speech.

  • Article 8 When a legal person is appointed to attend a shareholders' meeting as proxy, the legal person may only designate one representative to attend the meeting. When a legal-person shareholder appoints two or more representatives to attend a shareholders' meeting, only one representative may speak on the same proposal.

  • Article 9 After a shareholder present has spoken, the chairperson may respond in person or direct the relevant personnel to respond.

  • Article 10 When the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed and call for a vote.

  • Article 11 The chairperson shall appoint scrutineers and counting agents to perform vote counting and monitoring for proposals; however, scrutineers shall be appointed from among shareholders. The voting results shall be announced on the spot and a record of the results shall be kept.

  • Article 12 When a meeting is in progress, the chairperson may announce a break based on time considerations.

  • Article 13 Unless otherwise provided in the Company Act and the Company's Articles of Incorporation, a proposal shall be approved upon a resolution adopted by more than half the shareholders present. If the chairperson asks for a voice vote without opposition during voting, such may be deemed to be adopted as if by regular vote, and with same effect. Shareholders shall have one vote per share. When a person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by the proxy may not exceed three

- 66 -

percent of the voting rights represented by the total number of issued shares. If the aforesaid percentage is exceeded, the voting rights in excess of the aforesaid percentage shall not be included in the calculation. When a shareholder is an interested party in relation to an agenda item, and there is a likelihood that such a relationship would prejudice the interests of the Company, the shareholder may not vote on the agenda item, and may not exercise his/her voting rights as a proxy for any other shareholder.

  • Article 14 When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal along with the original proposal, and decide the order in which they will be put to a vote. If any one of these proposals is adopted, the other proposals shall be deemed rejected, with no further voting required.

  • Article 15 The chairperson may direct proctors or security personnel to help maintain order at the meeting venue. In the event that proctors or security personnel is roped in to help maintain order at the meeting venue, they shall put on an armband bearing the word "Proctor."

  • Article 16 Any matters not specified in the Rules shall be governed by the Company Act and other relevant laws and regulations.

  • Article 17 The Rules shall take effect upon approval at the shareholders' meeting. The same shall apply to any amendment thereto.

- 67 -

Appendix III

AmTRAN Technology Co., Ltd.

Procedures for Election of Directors

Amended at the shareholders' meeting on June 12, 2019 Amended at the shareholders' meeting on July 29, 2021

Article 1 Election and by-election of directors at the Company shall be conducted in accordance with the Procedures. Article 2 The cumulative voting method shall be adopted for the election of directors at the Company. Attendance card numbers printed on the ballots may be used in lieu of recording the names of voters. Article 3 During the election of directors at the Company, each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. The candidate nomination system shall be adopted in the election of directors at the Company in accordance with Article 192-1 of the Company Act. Directors shall be elected from the list of candidates at the shareholders' meeting.

Article 4 The number of directors shall be as specified in the Company's Articles of Incorporation, with voting rights calculated separately for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chairperson drawing lots on behalf of any person not in attendance.

Article 5 When preparing the ballots, the person with the right to convene shall number the ballots according to shareholders' attendance card number and specify the number of voting rights associated with each shareholder on each ballot. Article 6 At the beginning of an election, the chairperson shall appoint scrutineers and counting agents to perform duties related to vote monitoring and counting, respectively; however, scrutineers shall be appointed from among shareholders. Article 7 The ballot boxes shall be prepared by the person with the right to convene and

- 68 -

examined in public by the scrutineers before voting begins.

  • Article 8 A voter must fill the name and shareholder account number of a candidate on the ballot if the candidate is a shareholder, or the name and identification document number of a candidate on the ballot if the candidate is not a shareholder, and then insert the ballot into the ballot box. However, when a candidate is a government or legal-person shareholder, the name of the government or legal-person shareholder shall be filled in the candidate column on the ballot in accordance with Article 27, Paragraph 1 of the Company Act, or both the name of the government or legal-person shareholder and the name of its representative may be filled in accordance with Article 27, Paragraph 2 of the Company Act. In case of multiple representatives, the name of each representative shall be filled on the ballot.

  • Article 9 A ballot is invalid under any of the following circumstances:

  • (I) The ballot prepared by the person with the right to convene is not used.

  • (II) A blank ballot is inserted into the ballot box.

  • (III) The ballot contains illegible writing rendering it unrecognizable or corrections.

  • (IV) In the event that the candidate filled is a shareholder, the account name and shareholder account number of the candidate are not consistent with those indicated in the shareholder register. In the event that the candidate filled is not a shareholder, the full name and identification document number of the candidate are not consistent upon inspection.

  • (V) The name of a candidate filled on the ballot is identical to that of another shareholder; however, no shareholder account number or identification document number is provided to identify the candidate.

  • (VI) The ballot contains characters other than the account name (name) or shareholder account number (identification document number) of a candidate and the number of voting rights allocated.

  • (VII)The ballot is not handled in accordance with Article 8.

  • Article 10 After all the ballots have been cast, the scrutineers and counting agents shall open the ballot boxes together and proceed with vote counting.

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Article 11 The scrutineers shall monitor the vote counting process. The voting results shall be announced by the chairperson on the spot and a record of the results shall be kept. Article 12 Any matters not specified in the Procedures shall be governed by the Company Act and the relevant laws and regulations. Article 13 The Procedures shall take effect upon approval at the shareholders' meeting. The same shall apply to any amendment thereto.

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Appendix IV

AmTRAN Technology Co., Ltd.

Overview of the Number of Shares Held by Directors

  • I. Minimum Number of Shares Held by All Directors and Number of Shares Registered on the Shareholder Register as of April 14, 2024.
Title Number of Shares Held Number of Shares Registered on
the Shareholder Register
Director 23,683,200 93,344,003

Note ： Total number of shares issued as of April 14, 2024: 740,100,000 ordinary shares.

  • II. Number of Shares Held by All Directors as of April 14, 2024.
Title Name Number of Shares
Chairman Alpha Wu 33,199,331
Director Yowshiuan Investments Inc. Representative:
Tina Wu		 19,220,093
Director Jin Chuen Investment Co., Ltd. Representative:
Maggy Wu		 14,032,889
Director David Chou 0
Director Hua Jung Components Co., Ltd.
Representative: Chih-Chang Hsu		 16,839,467
Director Rick Inc. Representative: Rick Wu 6,548,680
Director Hsuan Fa Co., Ltd. Representative: Sam Wu 3,503,543
Independent Director Dah-Jen Chou 0
Independent Director Hong-Jheng Wei 0
Independent Director Cheng-Hu Chow 0
Independent Director Chang-Ying Hsu 0
Total 93,344,003

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