ARES - AGM Information 2023 | FinancialReports.eu

Stock Code: 2471

Ares International Corporation

2023 Annual Shareholders’ Meeting

Meeting Handbook

Date: June 21, 2023 Location: No. 111, Sec. 2, Zhongshan N. Rd., Taipei City (Rm. 807, 8F, Shuanglian Building)

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|Chapter 1. Meeting Procedure ............................................................................................................ 3|
|Chapter 2. Meeting Agenda ................................................................................................................ 4|
|Chapter 3. Management Presentation (Company Reports) ................................................................ 5|
|Chapter 4. Matters to be Ratified and Discussed and Elections ......................................................... 9|
|Chapter 5. Extempore Motions ......................................................................................................... 11|

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Attachments I. Report on the Remuneration of Individual Directors ............................................................... 12 II. 2022 Independent Auditors’ Report and Financial Statements ................................................ 13 III. Details on Directors Subject to the Non-competent Restriction............................................... 38 IV. Articles of Incorporation .......................................................................................................... 39 V. Regulations for Election of Directors ....................................................................................... 43 VI. Rules of Procedure for Shareholders’ Meetings ....................................................................... 45 VII. Directors’ Shareholding ............................................................................................................ 48

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Ares International Corporation Meeting Procedure of the 2023 Annual Shareholders’ Meeting

I. Call the meeting to order
II. Chairperson’s opening speech
III. Management presentation (company reports)
IV. Matters to be ratified and discussed and elections
V. Extempore motions
VI. Adjournment

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Ares International Corporation Meeting Agenda of the 2023 Annual Shareholders’ Meeting

Time: June 21, 2023 (Wednesday) 9 a.m.

Location: No. 111, Sec. 2, Zhongshan N. Rd., Taipei City (Rm. 807, 8F, Shuanglian Building)

Type of meeting: Physical shareholders meeting

(I) Call the meeting to order (announcing the total number of shares represented at the meeting)
(II) Chairperson’s opening speech
(III) Management presentation (company reports)
Business report for 2022
Audit Committee’s audit report for 2022
Report on the distribution of remuneration to employees and directors from earnings in 2022
Report on the amount of remuneration of individual directors and the remuneration policy for 2022
(IV) Matters to be Ratified and Discussed and Elections
Business report and financial statements for 2022
Proposal for the distribution of earnings for 2022
Proposal for the co-option of an independent director
Proposal for the lifting of the non-compete restriction on new directors
(V) Extempore Motions
(VI) Adjournment

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Management Presentation (Company Reports)

I. The business report for 2022 is presented below.

Founded 43 years ago, Ares International Corporation has adhered to the management philosophies of “integrity”, “service”, “quality”, and “innovation”, stuck to the promise to customers, and maintained the Company’s reputation as a service provider in an effort to continue business growth and seek maximum benefits for shareholders. In the upcoming year, the Company will promote the mixed needs in the era of the pandemic on a continuous basis and improve the Company’s flextime system and team capability while further diversifying our products and reducing company costs.

Moreover, in the hopes of stabilizing the Company’s operation and profitability after the Covid-19, the Company will stay focused on maintaining marketing communications on product value, effectively growing employees’ competence, and expanding efforts to develop and maintain government projects. We will refine Ares’s self-developed products to increase repeat purchase rates and user satisfaction in order to raise the selling price and earn higher profits. At the same time, with the aim of creating growth momentum, we will plan new products to increase operating income. For the commercial software business, the demand for human resource systems continues to grow as a result of the continuous amendment of labor laws and regulations. With remote work and flextime becoming increasingly common, the demand for outsourcing services will increase continuously. In addition, there have been rising threats to information security, the trend of including information security issues, such as information security incident reporting and policies, into annual reports, information security incidents that have frequently occurred in Taiwan, and the need of appointing a chief information security officer. Taiwan’s government also continues promoting network security zero trust transformation. In August 2022, the government selected pilot agencies to implement the transformation. The transformation will first be introduced progressively in Level A government agencies. Among the three core mechanisms planned by the government’s zero trust network, identity verification will be the first to be promoted in 2023, and advice on the introduction process will be provided. At the end of December 2022, the Financial Supervisory Commission published the “Financial Cyber Security Action Plan 2.0” that presents the promotion project for the next three years. The project also involves encouraging financial institutions to introduce zero trust according to the government’s policy. In summary, the government, financial institutions, and enterprises will value the installation of information security systems more than ever, which will lead to considerable business opportunities. To comply with the government’s requirements, enterprises must build capacity to prepare their own financial statements step by step. CaseWare, a famous overseas brand’s financial statement preparation tool that we market as a new agent, will meet the emerging needs of enterprises and sharpen their competitive edge. As for MES (Manufacturing Execution System), in response to demand for Industry 4.0, 5G, and digital transformation during the pandemic, the Company has actively formed alliances with large automatic production plants to work on developed industrial solutions for the Company’s self-developed ciMes (Computer Integrated MES). There will be a higher demand for smart manufacturing, e.g., plant automation, human replacement, and

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remote AR application in the post-pandemic era, thereby driving the sales of MESs. Ares will continue diversifying the products that we sell as an agent to meet various information security needs in a stepwise manner through in-depth and wide-ranging promotion strategies. The government’s requirements for ESG (E: Environmental; S: Social; G: Governance) schedule planning will also promote the overall demand of enterprises for software applications for energy savings and carbon reduction.

Ares has put long-term effort in serving domestic banks with foreign exchange systems and assisting them in setting up branches overseas. In recent years, we have even progressively opened more offices overseas as Taiwanese companies and banks have branched out abroad and offered diverse banking systems and services in line with the new banking application trends of online-only banks and microservices in banks. Ongoing demand for regulatory compliance in recent years has resulted in large transnational corporations’ considerable demand for applications related to anti-money laundering and financial institutions’ KYC compliance. This shows that Ares can offer customers one-stop comprehensive banking solutions to boost growth and profits. The Company upholds the idea of using information technology to provide enterprises with complete one-stop management solutions and assist them in improving their information utilization capability, enhancing their information application level, and increasing their competitiveness and profitability.

We appreciate every shareholder’s long-term support for the Company and wish each of you good health and big investment gains.

Chairman: Hung-Yang Yu

President: Seng-Yi Lin

Chief Accountant: Cuei-Ying Wang

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II. The Audit Committee’ audit report for 2022 is presented below

Ares International Corporation Audit Committee’s Audit Report

CPA Yi-Fan Lin and CPA Fu-Ming Liao of PwC Taiwan have audited Ares International Corporation’s parent-only and consolidated financial statements for 2022 (January 1, 2022, to December 31, 2022) prepared by the Board of Directors. After auditing the parent-only and consolidated financial statements along with the business report and proposal for earnings distribution for 2022, the Audit Committee believes that they comply with the Company Act and related laws and regulations and has prepared this report for reference in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review.

Ares International Corporation’s 2023 Annual Shareholders’ Meeting

Convener of the Audit Committee: Huang Ming-Da

March 22, 2023

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III. The report on the distribution of remuneration to employees and directors from earnings in 2022 is presented below. Description: 1. The remuneration of the employees and directors for 2022 has been distributed from earnings in accordance with the Articles of Incorporation. The Company shall use earnings (i.e., pre-tax profits before the remuneration of the employees and directors is deducted therefrom) in the current year to make up for accumulated losses and calculate the remuneration of the employees and directors based on the remaining profits.
The distribution of remuneration to the Company’s employees and directors for 2022 is shown below. The remuneration has been distributed in cash in whole.

Ares International Corporation Remuneration of Employees and Directors for 2022

Unit: NT$

	Unit: NT$
Employee remuneration	17,627,451
Director remuneration	5,875,817

IV. The report on the amount of remuneration of individual directors and the remuneration policy for 2022 is presented below. Description: 1. The Company pays remuneration to the directors in accordance with the Articles of Incorporation. Where the Company has (pre-tax) earnings in the current year, a fixed proportion of the earnings shall be allocated as the remuneration. However, if there are any accumulated losses, part of the earnings shall first be set aside to make up for such losses. In addition, the Company has formulated policies for director remuneration in the Articles of Incorporation and set up the Remuneration Committee to assess and oversee the Company’s remuneration system for the directors and managerial officers. Regardless of profits or losses, the Company may pay compensation to the directors for performing company-related activities. The Board of Directors is authorized to determine the amount of the compensation in comprehensive consideration of the directors’ level of involvement in and contribution to the Company’s operations, e.g., their understanding of the Company’s objectives and missions, knowledge of their duties as directors, level of involvement in the Company’s operations, internal relation management and communication, specialties and continuing education, and internal control, and with reference to the general level in the industry. Hence, the amount of the compensation is highly correlated to the Company’s business performance and future risks.
For the report on the compensation of individual directors, please refer to Attachment 1.

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Matters to be Ratified and Discussed and Elections

Motion 1 Proposed by the Board of Directors Proposal: The business report and financial statements for 2022 are presented for ratification.

Description: 1. The Company’s (consolidated and parent-only) financial statements for 2022 have been audited by CPA Yi-Fan Lin and CPA Fu-Ming Liao of PwC Taiwan. The financial statements along with the business report have been submitted to and audited by the Audit Committee, and the audit report has been issued for reference thereafter.
For the business report, independent auditors’ report and the aforementioned financial statements, please refer to Page 5 to Page 6 and Page 13 to Page 37 in Attachment 2 of the Handbook.

Resolution:

Motion 2 Proposed by the Board of Directors Proposal: The proposal for the distribution of earnings for 2022 is presented for ratification.

Description: 1. The Company’s earnings distribution statement for 2022 was approved by the Board of Directors on March 22, 2023.
The Company’s distribution of earnings for 2022 is detailed in the following statement.

Ares International Corporation 2022 Earnings Distribution Statement

Unit: NT$

Item	Amount
Opening undistributed earnings	13,258,022
Plus: Adjustment to retained earnings in 2022	1,863,487
Plus: Profits after tax in 2022	143,415,540
Less: 10% set aside as legal reserves	(14,527,903)
Plus: Special reserves transferred to earnings	3,197,039
Distributable earnings	147,206,185
Distribution item:
Shareholder bonus (a cash dividend of NT$2.83464838 per share)	133,948,163
Closing undistributed earnings	13,258,022
Note: 1. If the dividend payout ratio must be adjusted as a result of the change in the share capital that has influenced the number of the Company’s outstanding shares, the annual shareholders’ meeting shall be requested to authorize the Chairman with full power to handle this matter. 2. The amount of the cash dividend is calculated proportionally and truncated to the nearest whole NT dollar. Fractional amounts of less than NT$1 are summed up and allocated based on the size of decimals in descending order and the account number in sequential order until the total amount of the cash dividend is allocated. After the annual shareholders’ meeting, the Chairman is authorized to set the record date for the dividend payout. 3. The earnings distributed shall be allocated from the earnings in 2022 as the first priority.
Chairman: Hung-Yang Yu President: Seng-Yi Lin Chief Accountant: Cuei-Ying

Chief Accountant: Cuei-Ying Wang

Resolution:

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Motion 3

Proposal:

Description:

Proposed by the Board of Directors The proposal for the co-option of an independent director is presented for holding an election.

In accordance with Article 4, Paragraph 2 of the Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers, the Company plans to co-opt an independent director.
The newly co-opted independent director shall serve for a term of office commencing on June 21, 2023 and ending on June 22, 2025.
The co-option shall be conducted in accordance with the Company’s “Regulations Governing Election of Directors”.
Information on the independent director candidates is as follows: Independent director:

Name of candidate	Educational background	Experience	Current position	Number of shares held	Whether he/she is currently an independent director of another company
Chun-Ming Chen	Doctor of Mathematics, Purdue University, the USA	Chairman of WiSECURE Technologies Corporation Director of InfoKeyVault Technology Co., Ltd. Person in charge of QSancus Inc. Adjunct Assistant Professor of Mathematics, National Taiwan University	Chairman of WiSECURE Technologies Corporation Director of InfoKeyVault Technology Co., Ltd. Person in charge of QSancus Inc. Adjunct Assistant Professor of Mathematics, National Taiwan University	0	No

Election result:

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Motion 4 Proposal:

Description:

Proposed by the Board of Directors The proposal for the lifting of the non-compete restriction on new directors is presented for discussion.

According to Article 209 of the Company Act: “A director who does anything for himself or on behalf of another person that is within the scope of the company’s business shall explain to the shareholders’ meeting the essential contents of such an act and secure its approval”.
A proposal to lift the non-compete restriction on the directors elected at the shareholder’s meeting is presented to the shareholder’s meeting in order to draw support from their expertise and related experience.
For details on the new directors subject to the non-compete restriction, please refer to page 38 of the Handbook.
The proposal is presented for discussion.

Resolution:

Extempore Motions

Adjournment

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Attachments

Attachment 1

Title	Name			Director re	Director re	muneration	muneration			Sum of A, B, C, and D and as a percentage of profits after tax (Note 10)	Sum of A, B, C, and D and as a percentage of profits after tax (Note 10)	Remuneration	Remuneration	received for concurr	received for concurr	ent service as an employee	ent service as an employee	ent service as an employee	ent service as an employee	Sum of A, B, C, D, E, F, and G and as a percentage of profits after tax(Note 10)	Sum of A, B, C, D, E, F, and G and as a percentage of profits after tax(Note 10)	Remuneratio n received from non- subsidiary investee companies or the parent (Note 11)
		Compensation (A) (Note 2)		Post-employment pension (B)		Director remuneration (C) (Note 3)		Business execution expense (D) (Note 4)				Salary, bonus, special disbursement, etc. (E) (Note 5)		Post-employment pension (F)		Employee remuneration (G) (Note 6)
		The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company		All companies in the financial statements (Note 7)		The Company	All companies in the financial statements
																Amount paid in cash	Amount paid in shares	Amount paid in cash	Amount paid in shares
Chairman	Hung-Yang Yu	360	360	0	0	1,469	1,469	18	18	1,847 1.29%	1,847 1.29%	5,993	5,993	0	0	4,294	0	4,294	0	12,134 8.46%	12,134 8.46%	None
Director	Seng-Yi Lin	360	360	0	0	1,469	1,469	18	18	1,847 1.29%	1,847 1.29%	5,653	5,653	0	0	2,122	0	2,122	0	9,622 6.71%	9,622 6.71%	None
Director	Qing-Long Lin	360	360	0	0	1,469	1,469	18	18	1,847 1.29%	1,847 1.29%	3,766	3,766	0	0	1,948	0	1,948	0	7,560 5.27%	7,560 5.27%	None
Director	Mitac Incorporated	0	0	0	0	1,469	1,469	0	0	1,469 1.02%	1,469 1.02%	0	0	0	0	0	0	0	0	1,469 1.02%	1,469 1.02%	None
Director	Mitac Incorporated Representative: Xiang- Yun Yang	360	360	0	0	0	0	15	15	375 0.26%	375 0.26%	0	0	0	0	0	0	0	0	375 0.26%	375 0.26%	None
Director	Mitac Incorporated Representative: Hua-Bin Miao	360	360	0	0	0	0	12	12	372 0.26%	372 0.26%	0	0	0	0	0	0	0	0	372 0.26%	372 0.26%	None
Independe nt Director	Jin-Tang You	360	360	0	0	0	0	18	18	378 0.26%	378 0.26%	0	0	0	0	0	0	0	0	378 0.26%	378 0.26%	None
Independe nt Director	Ming-Da Huang	360	360	0	0	0	0	18	18	378 0.26%	378 0.26%	0	0	0	0	0	0	0	0	378 0.26%	378 0.26%	None
Independe nt Director	Hwa-Yu Chang	180	180	0	0	0	0	9	9	189 0.13%	189 0.13%	0	0	0	0	0	0	0	0	189 0.13%	189 0.13%	None

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Attachment 2

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Ares International Corp.

Opinion

We have audited the accompanying consolidated balance sheets of Ares International Corp. and subsidiaries (the “Group”) as at December 31, 2022 and 2021, 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 reports of other auditors, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and 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 Attestation of Financial Statements by 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 of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2022 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 2022 consolidated financial statements are stated as follows:

Service revenue recognition

Description

Refer to Note 4(24) for accounting policies on service revenue and Note 6(16) for details of service revenue accounts.

The Group recognises service revenue by considering the possibility of incurred cost recovery when unable to reasonably measure the performance obligation result of the service contract. The Group recognises service revenue within the amount of incurred costs when the incurred costs are likely to be recovered before the acceptance by the client. At the time the work performed is accepted by the client, the service revenue for the period is recognised based on the difference between the total contract price and accumulated recognised service revenue. As the timing of service revenue recognition is affected by the accuracy of the time of client acceptance, service revenue recognition was identified as a key audit matter.

How our audit addressed the matter

The procedures that we have performed in response to specific aspects of the abovementioned key audit matter are summarised as follows:

A. Obtained an understanding of the internal controls over the service revenue process and assessed the effectiveness of its implementation.
B. Obtained a summary of service revenue and performed the following audit procedures on contracts which could not be reasonably estimated:
(a) Service contracts accepted by the client during the year:
- Sampled and checked the certificate of client acceptance confirmation.
- Verified the total contract price.
- Ascertained whether the date on the certificate of acceptance was consistent with the timing of the recognition of service revenue and the appropriate accounting entry was made.

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(b) Service contracts which have not been accepted by the client during the year:
Reconciled the amount of input costs with service revenue recognition.
Sampled and checked the consistency between the input costs and original documents.

Other matter – Reference to the audits of other auditors

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 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$123,734 thousand and NT$88,867 thousand, constituting 8.79% and 6.66% of the total assets as at December 31, 2022 and 2021, respectively, and the comprehensive income recognised from associates and joint ventures accounted for under the equity method amounted to NT$28,463 thousand and NT$25,588 thousand, constituting 19.18% and 21.67% of the total comprehensive income for the years then ended, respectively.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Ares International Corp. as at and for the years ended December 31, 2022 and 2021.

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 the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

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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 judgement and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient 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.

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.

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CPA Lin, Yi-Fan CPA Liao, Fu-Ming

For and on behalf of PricewaterhouseCoopers, Taiwan March 22, 2023

----------------------------------------------------------------------------------------------------------------------------- -------------------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.

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ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Assets	December 31, 2022 AMOUNT % $ 574,013 41 316,110 22 99,294 7 26 - 122,541 9 1,108 - 2,444 - 42,383 3 50,489 4 1,208,408 86 146,761 10 4,714 - 6,755 1 201 - 32,698 2 7,642 1 198,771 14 $ 1,407,179 100	December 31, 2021	December 31, 2021
	AMOUNT $ 574,013 316,110 99,294 26 122,541 1,108 2,444 42,383 50,489 1,208,408 146,761 4,714 6,755 201 32,698 7,642 198,771 $ 1,407,179	AMOUNT $ 552,771 283,321 87,200 - 152,095 - 1,851 30,524 55,333 1,163,095 110,324 5,245 20,686 541 27,597 7,658 172,051 $ 1,335,146	%
Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortised cost - current 1140 Contract assets - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties, net 1200 Other receivables 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1550 Investments accounted for using the equity method 1600 Property, plant and equipment, net 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets			42 21 7 - 11 - - 2 4
			87
			8 - 2 - 2 1
			13
			100

(Continued)

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ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	December 31, 2022 AMOUNT % $ 156,697 11 - - 50,455 4 146,064 11 33,374 2 7,631 1 4,820 - 399,041 29 2,151 - 128,842 9 130,993 9 530,034 38 472,539 34 158,764 11 80,434 6 7,344 - 158,537 11 ( 4,146) - 873,472 62 3,673 - 877,145 62 $ 1,407,179 100	December 31, 2021	December 31, 2021
	AMOUNT $ 156,697 - 50,455 146,064 33,374 7,631 4,820 399,041 2,151 128,842 130,993 530,034 472,539 158,764 80,434 7,344 158,537 ( 4,146) 873,472 3,673 877,145 $ 1,407,179	AMOUNT $ 141,855 264 62,331 135,256 18,776 5,003 16,231 379,716 4,730 131,822 136,552 516,268 472,539 142,878 68,542 6,342 132,181 ( 7,344) 815,138 3,740 818,878 $ 1,335,146	%
Current liabilities 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2280 Lease liabilities - current 21XX Total current liabilities Non-current liabilities 2580 Non-current lease liabilities 2640 Non-current accrued pension 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 Significant contingent liabilities and unrecognised contract commitents Significant events after the balance sheet date 3X2X Total liabilities and equity			11 - 5 10 2 - 1
			29
			- 10
			10
			39
			35 11 5 - 10 -
			61 -
			61
			100

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

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ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Items	Year ended December 31 2022 2021 Notes AMOUNT % AMOUNT % 6(16) and 7 $ 802,504 100 $ 800,734 100 6(20)(21) and 7 ( 466,519 )( 58)( 466,955) ( 59) 335,985 42 333,779 41 6(20)(21) and 7 ( 62,757 ) ( 8) ( 59,310) ( 7) ( 62,440 ) ( 8) ( 58,817) ( 7) ( 106,010 ) ( 13) ( 92,012) ( 12) 12(2) ( 5,143 ) - ( 176) - ( 236,350 )( 29)( 210,315) ( 26) 99,635 13 123,464 15 6(17) 5,881 1 3,742 1 6(18) 3,856 - 1,082 - 6(19) 36,093 5 ( 13,148) ( 2) 6(8) ( 435 ) - ( 691) - 6(6) 27,191 3 24,385 3 72,586 9 15,370 2 172,221 22 138,834 17 6(22) ( 28,898 )( 4)( 23,879) ( 3) $ 143,323 18 $ 114,955 14
4000 Operating revenue 5000 Operating costs 5950 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit loss 6000 Total operating expenses 6900 Operating profit 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 using equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year

Items

Year ended December 31
2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(16) and 7
$ 802,504
100
$ 800,734
100
6(20)(21) and 7 (
466,519 )(
58)(
466,955) (
59)
335,985
42
333,779
41
6(20)(21) and 7
(
62,757 ) (
8) (
59,310) (
7)
(
62,440 ) (
8) (
58,817) (
7)
(
106,010 ) (
13) (
92,012) (
12)
12(2)
(
5,143 )
- (
176)
-
(
236,350 )(
29)(
210,315) (
26)
99,635
13
123,464
15
6(17)
5,881
1
3,742
1
6(18)
3,856
-
1,082
-
6(19)
36,093
5 (
13,148) (
2)
6(8)
(
435 )
- (
691)
-
6(6)
27,191
3
24,385
3
72,586
9
15,370
2
172,221
22
138,834
17
6(22)
(
28,898 )(
4)(
23,879) (
3)
$ 143,323
18
$ 114,955
14

4000
Operating revenue
5000
Operating costs
5950
Gross profit
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Expected credit loss
6000
Total operating expenses
6900
Operating profit
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
using equity method
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year

(Continued)

~21~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Items	Year ended December 31	Year ended December 31	Year ended December 31
	2022	2021 % AMOUNT - $ 5,893 - ( 323) - ( 1,179) - 4,391 - ( 1,520) - 250 - ( 1,270) - $ 3,121 18 $ 118,076 18 $ 114,532 - 423 18 $ 114,955 18 $ 117,921 - 155 18 $ 118,076 3.04 $ 2.99 $	2021
	AMOUNT $ 1,973 284 ( 395 ) 1,862 4,024 ( 799 ) 3,225 $ 5,087 $ 148,410 $ 143,417 ( 94 ) $ 143,323 $ 148,477 ( 67 ) $ 148,410 $			%
Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial loss on defined benefit plan 8320 Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method, components of other comprehensive income (loss) that will not be reclassified to profit or loss 8349 Income tax relating to components of other comprehensive loss 8310 Other comprehensive income that will not be reclassified to profit or loss Other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8399 Income tax relating to components of other comprehensive (loss) income 8360 Other comprehensive income (loss) that will be reclassified to profit or loss 8300 Other comprehensive income for the year 8500 Total comprehensive income for the year Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interest Total comprehensive income (loss) attributable to: 8710 Owners of the parent 8720 Non-controlling interest Earnings per share (in dollars) 9750 Basic 9850 Diluted				1 - -
				1
				- -
				-
				1
				15
				14 -
				14
				15 -
				15
				2.42
	$		$	2.40

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

~22~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Notes				Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent			Non-controlling interest
	Commonstock		Capitalsurplus		Retained earnings		Otherequityinterest			Total
				Legal reserve	Special reserve	Unappropriated retained earnings	Financial statements translation differences of foreign operations	Unrealised losses from financial assets measured at fair value through other comprehensive income
6(15) 6(14) 6(14) 6(15)		$ 472,539 - - - - - - - - $ 472,539 $ 472,539 - - - - - -	$ 142,965 - - - - - - 45 ( 132 ) $ 142,878 $ 142,878 - - - - - -	$ 59,516 - - - 9,026 - - - - $ 68,542 $ 68,542 - - - 11,892 - -	$ 9,242 - - - - ( 2,900 ) - - - $ 6,342 $ 6,342 - - - - 1,002 -	$ 90,265 114,532 4,391 118,923 ( 9,026 ) 2,900 ( 70,881 ) - - $ 132,181 $ 132,181 143,417 1,862 145,279 ( 11,892 ) ( 1,002 ) ( 106,029 )	($ 4,342 ) - ( 1,002 ) ( 1,002 ) - - - - - ($ 5,344 ) ($ 5,344 ) - 3,198 3,198 - - -	($ 2,000 ) - - - - - - - - ($ 2,000 ) ($ 2,000 ) - - - - - -	$ 768,185 114,532 3,389 117,921 - - ( 70,881 ) 45 ( 132 ) $ 815,138 $ 815,138 143,417 5,060 148,477 - - ( 106,029 )		$ 3,585 423 ( 268 ) 155 - - - - - $ 3,740 $ 3,740 ( 94 ) 27 ( 67 ) - - -	$ 771,770 114,955 3,121 118,076 - - ( 70,881 ) 45 ( 132 ) $ 818,878 $ 818,878 143,323 5,087 148,410 - - ( 106,029 )

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

~23~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Donated by the shareholders Changes in equity of investment in associates and joint ventures accounted for using equity method Balance at December 31, 2022

Notes					Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent		Non-controlling interest	Totalequity
	Commonstock		Capitalsurplus			Retained earnings					Otherequityinterest		Total
					Legal reserve	Special reserve		Unappropriated retained earnings			Financial statements translation differences of foreign operations	Unrealised losses from financial assets measured at fair value through other comprehensive income
6(14) 6(14)		- - $ 472,539		64 15,822 $ 158,764	- - $ 80,434		- - $ 7,344		- - $ 158,537	- - ($ 2,146 )		- - ($ 2,000 )	64 15,822 $ 873,472	- - $ 3,673	64 15,822 $ 877,145

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

~24~

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax			$	172,221 $	138,834
Adjustments
Adjustments to reconcile (profit) loss
Expected credit loss	6(20) and 12(2)			5,143	176
Depreciation of property, plant and equipment	6(7)(20)			2,765	2,616
Depreciation of right-of-use asset	6(8)(20)			16,915	16,979
Amortisation	6(20)			340	306
Interest income	6(17)	(		5,881 ) (	3,742 )
Interest expense	6(8)			435	691
Share of profit of associates and joint ventures accounted for	6(6)
using equity method		(		27,191 ) (	24,385 )
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable		(		26 ) (	1,058 )
Accounts receivable				12,317 (	49,230 )
Accounts receivable - related parties		(		1,108 )	682
Other receivables				331 (	571 )
Prepayments		(		14,125 ) (	8,062 )
Other current assets				7,523 (	10,929 )
Changes in operating liabilities
Contract liabilities				14,842 (	33,355 )
Notes payable		(		264 )	264
Accounts payable		(		11,876 )	12,541
Accounts payable - related parties				- (	606 )
Other payables				11,448	2,251
Provisions for liabilities - current				2,628 (	3,638 )
Accrued pension liabilities		(		1,007 ) (	8,708 )
Cash inflow generated from operations				185,430	31,056
Interest received				4,957	3,859
Income tax paid		(		18,329 ) (	13,766 )
Net cash flows from operating activities				172,058	21,149
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets at amortised cost-current		(		308,061 ) (	272,593 )
Decrease in financial assets at amortised cost-current				272,593	277,293
Increase in investments using the equity method	6(6)	(		2,960 ) (	7,047 )
Dividends received				12,378	6,561
Acquisition of property, plant and equipment	6(7)	(		2,223 ) (	2,054 )
Acquisition of intangible assets				- (	314 )
Decrease (increase) in refundable deposits (shown in other non-
current assets)				16 (	211 )
Net cash flows (used in) from investing activities		(		28,257 )	1,635
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of lease liability	6(24)	(		16,594 ) (	17,483 )
Cash dividends paid	6(15)	(		106,029 ) (	70,881 )
Donated by the shareholders	6(14)			64	45
Net cash flows used in financing activities		(		122,559 ) (	88,319 )
Net increase (decrease) in cash and cash equivalents				21,242 (	65,535 )
Cash and cash equivalents at beginning of year				552,771	618,306
Cash and cash equivalents at end of year			$	574,013 $	552,771

~25~

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Ares International Corp.

Opinion

We have audited the accompanying parent company only balance sheets of Ares International Corp. (the “Company”) as at December 31, 2022 and 2021, 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 significant accounting policies.

In our opinion, based on our audits and reports of other independent auditors, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, 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 Auditing and Attestation of Financial Statements by 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 in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the these requirements. Based on our audits and 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 judgement, were of most significance in our audit of the Company’s 2022 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 2022 parent company only financial statements are stated as follows:

~26~

Service revenue recognition

Description

Refer to Note 4(23) for accounting policies on service revenue recognition and Note 6(16) for details of service revenue.

The Company recognises service revenue by considering the possibility of incurred cost recovery when unable to reasonably measure the performance obligation result of the service contract. The Company recognises service revenue within the amount of incurred costs when the incurred costs are likely to be recovered before the acceptance by the client. At the time the work performed is accepted by the client, the service revenue for the period is recognised based on the difference between the total contract price and accumulated recognised service revenue. As the timing of service revenue recognition is affected by the accuracy of the time of client acceptance, service revenue recognition was identified as a key audit matter.

How our audit addressed the matter

The procedures that we have performed in response to specific aspects of the abovementioned key audit matter are summarised as follows:

A. Obtained an understanding of the internal controls over the service revenue process and assessed the effectiveness of its implementation.
B. Obtained a summary of service revenue and performed the following procedures on contracts which could not be reasonably estimated:
(a) Service contracts accepted by clients during the year:
- ⚫ Sampled and checked the certificate of client acceptance confirmation.
- ⚫ Verified the total contract price.
- ⚫ Ascertained whether the date on the certificate of acceptance was consistent with the timing of the recognition of service revenue and the appropriate accounting entry was made.
(b) Service contracts which have not been accepted by the client during the year:
- ⚫ Reconciled the amount of input costs with service revenue recognition.
- ⚫ Sampled and checked the consistency between the input costs and original documents.

Other matter – Reference to the audits of other auditors

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 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$123,734 thousand and NT$88,867 thousand, constituting 8.95% and 6.78% of the total assets as at December 31, 2022 and 2021, respectively, and the comprehensive income recognised from associates and joint

~27~

ventures accounted for under the equity method amounted to NT$28,463 thousand and NT$25,588 thousand, constituting 19.17% and 21.70% of the total comprehensive income for the years then ended, respectively.

Responsibilities of management and those charged with governance for the parent company only financial statements

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

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors’ responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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.

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

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing

~28~

an opinion on the effectiveness of the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient 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.

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 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.

~29~

CPA Lin, Yi-Fan CPA Liao, Fu-Ming

For and on behalf of PricewaterhouseCoopers, Taiwan March 22, 2023

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.

~30~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Assets	December 31, 2022 AMOUNT % $ 546,522 39 311,696 23 85,063 6 26 - 114,180 8 1,108 - 2,407 - 67 - 39,107 3 50,489 4 1,150,665 83 183,294 13 4,263 - 4,700 - 201 - 32,551 3 7,312 1 232,321 17 $ 1,382,986 100	December 31, 2021	December 31, 2021
	AMOUNT $ 546,522 311,696 85,063 26 114,180 1,108 2,407 67 39,107 50,489 1,150,665 183,294 4,263 4,700 201 32,551 7,312 232,321 $ 1,382,986	AMOUNT $ 508,538 278,978 72,536 - 149,619 - 1,811 67 26,739 55,333 1,093,621 159,658 4,640 16,991 541 27,494 7,332 216,656 $ 1,310,277	%
Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortised cost - current 1140 Contract assets - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties, net 1200 Other receivables 1210 Other receivables - related parties 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1550 Investments accounted for using the equity method 1600 Property, plant and equipment,net 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1920 Guarantee deposits paid 15XX Total non-current assets 1XXX Total assets			39 21 6 - 11 - - - 2 4
			83
			12 1 1 - 2 1
			17
			100

(Continued)

~31~

ARES INTERNATIONAL CORP. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	December 31, 2022 AMOUNT % $ 141,687 10 - - 50,455 4 4,466 - 138,282 10 12 - 33,374 2 7,631 1 3,009 - 378,916 27 1,756 - 128,842 10 130,598 10 509,514 37 472,539 34 158,764 11 80,434 6 7,344 1 158,537 11 ( 4,146) - 873,472 63 $ 1,382,986 100	December 31, 2021	December 31, 2021
	AMOUNT $ 141,687 - 50,455 4,466 138,282 12 33,374 7,631 3,009 378,916 1,756 128,842 130,598 509,514 472,539 158,764 80,434 7,344 158,537 ( 4,146) 873,472 $ 1,382,986	AMOUNT $ 126,896 264 62,331 3,181 129,709 - 18,776 5,003 14,598 360,758 2,559 131,822 134,381 495,139 472,539 142,878 68,542 6,342 132,181 ( 7,344) 815,138 $ 1,310,277	%
Current liabilities 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2280 Lease liabilities - current 21XX Total current liabilities Non-current liabilities 2580 Non-current lease liabilities 2640 Non-current accrued pension 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 Significant contingent liabilities and unrecognised contract commitents Significant events after the balance sheet date 3X2X Total liabilities and equity			10 - 5 - 10 - 2 - 1
			28
			- 10
			10
			38
			36 11 5 - 10 -
			62
			100

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

~32~

ARES INTERNATIONAL CORP.

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

(Expressed in thousands of New Taiwan dollars)

Items	Year ended December 31 2022 2021 Notes AMOUNT % AMOUNT % 6(16) and 7 $ 775,184 100 $ 774,467 100 6(20)(21) and 7 ( 463,566 ) ( 60) ( 476,160) ( 61) 311,618 40 298,307 39 6(20)(21) and 7 ( 57,331 ) ( 7) ( 53,459) ( 7) ( 60,535 ) ( 8) ( 55,947) ( 7) ( 86,598 ) ( 11) ( 76,004) ( 10) 6(20) and 12(2) ( 4,952 ) ( 1) 161 - ( 209,416 ) ( 27) ( 185,249) ( 24) 102,202 13 113,058 15 6(17) 5,732 1 3,585 1 6(18) and 7 2,841 - 1,182 - 6(19) 35,421 5 ( 12,984) ( 2) 6(8) ( 231 ) - ( 453) - 6(6) 26,394 3 33,668 4 70,157 9 24,998 3 172,359 22 138,056 18 6(22) ( 28,942 ) ( 4) ( 23,524) ( 3) $ 143,417 18 $ 114,532 15 6(11) $ 1,973 - $ 5,893 - 6(6) 284 - ( 323) - 6(22) ( 395 ) - ( 1,179) - 1,862 - 4,391 - 3,997 1 ( 1,252) - 6(22) ( 799 ) - 250 - 3,198 1 ( 1,002) - $ 5,060 1 $ 3,389 - $ 148,477 19 $ 117,921 15 6(23) $ 3.04 $ 2.42 $ 2.99 $ 2.40
4000 Operating revenue 5000 Operating cost 5950 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 (Expected credit loss) impairment gain 6000 Total operating expenses 6900 Operating 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 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial gain 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 (loss) that will not be reclassified to profit or loss 8349 Income tax relating to components of other comprehensive loss 8310 Other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8399 Income tax relating to components of other comprehensive (loss) income 8360 Other comprehensive income (loss) that will be reclassified to profit or loss 8300 Other comprehensive income for the year 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic 9850 Diluted

Items

Year ended December 31
2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(16) and 7
$ 775,184
100
$ 774,467
100
6(20)(21) and 7
(
463,566 ) (
60) (
476,160) (
61)
311,618
40
298,307
39
6(20)(21) and 7
(
57,331 ) (
7) (
53,459) (
7)
(
60,535 ) (
8) (
55,947) (
7)
(
86,598 ) (
11) (
76,004) (
10)
6(20) and 12(2)
(
4,952 ) (
1)
161
-
(
209,416 ) (
27) (
185,249) (
24)
102,202
13
113,058
15
6(17)
5,732
1
3,585
1
6(18) and 7
2,841
-
1,182
-
6(19)
35,421
5
(
12,984) (
2)
6(8)
(
231 )
-
(
453)
-
6(6)
26,394
3
33,668
4
70,157
9
24,998
3
172,359
22
138,056
18
6(22)
(
28,942 ) (
4) (
23,524) (
3)
$ 143,417
18
$ 114,532
15
6(11)
$ 1,973
-
$ 5,893
-
6(6)
284
-
(
323)
-
6(22)
(
395 )
-
(
1,179)
-
1,862
-
4,391
-
3,997
1
(
1,252)
-
6(22)
(
799 )
-
250
-
3,198
1
(
1,002)
-
$ 5,060
1
$ 3,389
-
$ 148,477
19
$ 117,921
15
6(23)
$ 3.04
$ 2.42
$ 2.99
$ 2.40

4000
Operating revenue
5000
Operating cost
5950
Gross profit
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
(Expected credit loss) impairment gain
6000
Total operating expenses
6900
Operating 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
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Actuarial gain 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 (loss) that will not be reclassified
to profit or loss
8349
Income tax relating to components of
other comprehensive loss
8310
Other comprehensive income that will
not be reclassified to profit or loss
Components of other comprehensive
income (loss) that will be reclassified to
profit or loss
8361
Financial statements translation
differences of foreign operations
8399
Income tax relating to components of
other comprehensive (loss) income
8360
Other comprehensive income (loss)
that will be reclassified to profit or loss
8300
Other comprehensive income for the year
8500
Total comprehensive income for the year
Earnings per share (in dollars)
9750
Basic
9850
Diluted

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

~33~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Year ended December 31, 2021 Balance at January 1, 2021 Profit for the year Other comprehensive income (loss) Total comprehensive income (loss) Appropriations of 2020 earnings Legal reserve Special reserve Cash dividends Donated by the shareholders Changes in equity of investment in associates and joint ventures accounted for using equity method Balance at December 31, 2021 Year ended December 31, 2022 Balance at January 1, 2022 Profit for the year Other comprehensive income Total comprehensive income Appropriations of 2021 earnings Legal reserve Special reserve Cash dividends Donated by the shareholders Changes in equity of investment in associates and joint ventures accounted for using equity method	Notes		Commonstock		Capitalsurplus				Retained earnings			Otherequityinterest	Otherequityinterest	Otherequityinterest	Otherequityinterest		Totalequity
							Legal reserve		Special reserve		Unappropriated retained earnings	Financial statements translation differences of foreignoperations		Unrealised losses from financial assets measured at fair value through other comprehensive income
	6(15) 6(14) 6(14) 6(15) 6(14) 6(14)		$ 472,539 - - - - - - - - $ 472,539 $ 472,539 - - - - - - - -		$ 142,965 - - - - - - 45 ( 132 ) $ 142,878 $ 142,878 - - - - - - 64 15,822		$ 59,516 - - - 9,026 - - - - $ 68,542 $ 68,542 - - - 11,892 - - - -		$ 9,242 - - - - ( 2,900 ) - - - $ 6,342 $ 6,342 - - - - 1,002 - - -		$ 90,265 114,532 4,391 118,923 ( 9,026 ) 2,900 ( 70,881 ) - - $ 132,181 $ 132,181 143,417 1,862 145,279 ( 11,892 ) ( 1,002 ) ( 106,029 ) - -		($ 4,342 ) - ( 1,002 ) ( 1,002 ) - - - - - ($ 5,344 ) ($ 5,344 ) - 3,198 3,198 - - - - -		($ 2,000 ) - - - - - - - - ($ 2,000 ) ($ 2,000 ) - - - - - - - -		$ 768,185 114,532 3,389 117,921 - - ( 70,881 ) 45 ( 132 ) $ 815,138 $ 815,138 143,417 5,060 148,477 - - ( 106,029 ) 64 15,822

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

~34~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Balance at December 31, 2022

Notes	Commonstock	Capitalsurplus		Retained earnings		Otherequityinterest	Otherequityinterest	Totalequity
			Legal reserve	Special reserve	Unappropriated retained earnings	Financial statements translation differences of foreignoperations	Unrealised losses from financial assets measured at fair value through other comprehensive income
	$ 472,539	$ 158,764	$ 80,434	$ 7,344	$ 158,537	($ 2,146 )	($ 2,000 )	$ 873,472

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

~35~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile (profit) loss
Expected credit loss (impairment gain)

Depreciation on property, plant and equipment

Depreciation on right-of-use assets

Amortisation

Interest income

Interest expense

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

Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables-related parties
Provisions for liabilities - current
Accrued pension liabilities
Cash inflow generated from operations
Interest received
Income tax paid
Net cash flows from operating activities

Year ended December 31
Notes
2022
2021
$ 172,359 $ 138,056
6(20) and 12(2)
4,952 (
161 )
6(7)(20)
2,600
2,448
6(8)(20)
15,210
15,252
6(20)
340
306
6(17)
(
5,732 ) (
3,585 )
6(8)
231
453
6(6)
(
26,394 ) (
33,668 )
(
26 ) (
1,058 )
17,960 (
47,902 )
(
1,108 )
682
337 (
571 )
(
14,634 ) (
4,349 )
4,844 (
10,929 )
14,791 (
34,000 )
(
264 )
264
(
11,876 )
12,541
1,285
1,391
8,573
5,521
12
-
2,628 (
3,638 )
(
1,016) (
8,708)
185,072
28,345
4,809
3,702
(
18,329) (
13,766)
171,552
18,281

(Continued)

~36~

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets at amortised cost -
current		( $	32,718 ) ( $	272,593 )
Decrease in financial assets at amortised cost -
current			-	277,269
Increase in investments using the equity method	6(6)	(	2,960 ) (	7,047 )
Dividends received	6(6)		25,821	6,561
Acquisition of property, plant and equipment	6(7)	(	2,223 ) (	2,016 )
Acquisition of intangible assets			- (	314 )
Decrease (Increase) in refundable deposits			20(	213)
Net cash flows (used in) from investing
activities		(	12,060)	1,647
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of lease liability	6(24)	(	15,543 ) (	15,584 )
Cash dividends paid	6(15)	(	106,029 ) (	70,881 )
Donation by the shareholders	6(14)		64	45
Net cash flows used in financing activities		(	121,508) (	86,420)
Net increase (decrease) in cash and cash equivalents			37,984 (	66,492 )
Cash and cash equivalents at beginning of year			508,538	575,030
Cash and cash equivalents at end of year		$	546,522$	508,538

~37~

Attachment 3

Details on Directors Subject to the Non-competent Restriction

Name of director	Other businesses where the director serves as a director or managerial officer	Other businesses where the director serves as a director or managerial officer
Chun-Ming Chen	Companies where the director serves as a director: WiSECURE Technologies Corporation InfoKeyVault Technology Co., Ltd. QSancus Inc.	Companies where the director serves as a managerial officer: None

~38~

Attachment 4

Ares International Corporation Articles of Incorporation

Chapter 1. General Rules

Article	1.	The Company is incorporated pursuant to the definition of a company limited by shares under the
		Company Act and named`資通電腦股份有限公司`(English name: Ares International Corporation).
Article	2.	The Company is based in Taipei City, and branches may be established domestically or aboard, if needed,
		subject to a resolution of the Board of Directors.
Article	3.	(Deleted)
Article	4.	The Company’s business activities are shown below:
		1. E605010 Computer Equipment Installation
		2. F118010 Wholesale of Computer Software
		3. F218010 Retail Sale of Computer Software
		4. I301010 Information Software Services
		5. I301020 Data Processing Services
		6. I301030 Electronic Information Supply Services
		7. F401010 International Trade
		8. F601010 Intellectual Property Rights
		9. IZ12010 Manpower Dispatched
		10. F113030 Wholesale of Precision Instruments
		11. F213040 Retail Sale of Precision Instruments

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

Article 4-1. The Company provides external guarantees due to business needs.

Article 4-2. Where the Company is a shareholder with limited liability of another company, the Company’s total investments in the company are not limited to 40% of the Company’s paid-in share capital under Article 13 of the Company Act.

Chapter 2. Shares

Article	5.	The Company has authorized capital of NT$156 million in total, divided into 115.6 million shares at
		NT$10 per share. The Board of Directors may issue the unissued shares, if needed.
		Of the total amount of shares referred to in the preceding paragraph, 30 million shares shall be reserved
		for the issuance and exercise of employee stock warrants, at NT$10 per share. The shares may be issued
		in tranches by a resolution of the Board of Directors.
Article	5-1.	According to Article 56-1 of the “Regulations Governing the Offering and Issuance of Securities by
		Securities Issuers” and Article 10-1 of the “Regulations Governing Share Repurchase by Exchange-Listed
		and OTC-Listed Companies”, subject to the presence of shareholders representing a majority of the total
		issued shares at a shareholders’ meeting and the consent of the attending shareholders with two-thirds or
		more of voting rights, the Company may issue employee stock warrants at the closing price of the
		Company’s common shares on the date of issuance and transfer the warrants to the employees at prices
		lower than the average share repurchase price.
Article	6.	The shares of the Company are registered, and are signed or stamped by the director(s) representing the
		Company. They are issued after being certified by a bank competent to certify shares under the laws
		before the issuance thereof.
		The shares issued by the Company may be exempted from printing certificates and shall be registered
		with centralized securities depository enterprises in accordance with the regulations thereof.
Article	6-1.	(Deleted)
Article	7.	(Deleted)
Article	8.	The Company’s share-related matters shall be handled in accordance with the “Regulations Governing the
		Administration of Shareholder Services of Public Companies” and other related laws and regulations.
Article	9.	Pursuant to the laws, changes in the shareholder register shall not be made within 60 days prior to the
		scheduled date of the annual shareholders’ meeting, within 30 days prior to the scheduled date of any
		special shareholders’ meeting, or within 5 days before the Company determines the record date for the
		payment of dividends, bonuses, or other benefits.
		The aforesaid periods shall commence on the meeting dates or record date.

Chapter 3. Shareholders’ Meetings

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Article 10.	Shareholders’ meetings are classified as annual shareholders’ meetings and special shareholders’
	meetings. The annual shareholders’ meetings are held once a year within six months after the end of a
	fiscal year, while the special shareholders’ meetings may be held, if necessary, according to laws. The
	shareholders’ meetings shall be held in accordance with Article 172 of the Company Act.
	The convening notice of shareholders’ meetings may be given in electronic form with the consent of
	respondents. For shareholders holding less than 1,000 registered shares, the convening notice referred to
	in the preceding paragraph may be given by means of announcements.
	The shareholders’ meetings of the Company may be convened in the form of a video conference or in
	other ways promulgated by the central competent authority.
Article 11.	Unless otherwise provided by the Company Act, resolutions at a shareholders’ meeting are subject to the
	presence of shareholders representing a majority of the total issued shares at the meeting and the consent
	of the attending shareholders with a majority of voting rights.
Article 12.	A shareholder shall be entitled to one voting right for each share held, except when the shares are
	restricted shares or are deemed non-voting shares under Article 179, Paragraph 2 of the Company Act.
Article 13.	If a shareholder is unable to attend a shareholders’ meeting for whatever reason, such shareholder may
	appoint a proxy to attend the meeting by providing a proxy form from the Company stating the
	authorization scope and duly signed or stamped. The use of such proxy form is subject to the
	“Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public
	Companies”.
Article 14.	Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes and handled in
	accordance with Article 183 of the Company Act.
Chapter 4. Directors
Article 15.	The Company has five to nine directors to form the Board of Directors. They are elected in accordance
	with Article 198 of the Company Act, have a term of office of three years, and may assume a second term
	of office if reelected.
	The number of directors referred to in the preceding paragraph shall include no less than two independent
	directors that comprise no less than one-fifth of the board. The directors of the Company are elected using
	the candidate nomination system, in which shareholders shall elect from the list of director candidates,
	and Article 192-1 of the Company Act shall apply.
	The share of the total registered shares held by all directors shall not be less than the percentage specified
	in the “Rules and Review Procedures for Director Share Ownership Ratios at Public Companies”.
Article 15-1. When the number of director vacancies is equal to one-third of the total directors, the Board of Directors
	shall call a special shareholders’ meeting within 60 days to co-opt directors to fill the vacancies. The term
	of office of the co-opted directors shall end at the end of the term of office of the former directors.
Article 16.	The Company has a Chairperson elected from among the board members by the consent of a majority of
	the attending directors at a board meeting with more than two-thirds of all directors present. The
	Chairperson serves as the Company’s representative to the outside world. When the Chairperson is unable
	to perform his/her duties for whatever reason, Article 208 of the Company Act shall apply.
	For the calculation and payment of the Chairperson’s pension, the Company’s regulations related to the
	retirement of employees shall apply mutatis mutandis and the limitations on age and years of service shall
	not apply.
Article 17.	Unless otherwise specified in the Company Act, board meetings shall be convened by the Chairperson.
	The resolutions of the Board of Directors shall be adopted with the consent of a majority of the attending
	directors at a board meeting attended by a majority of all directors, unless otherwise specified in the
	Company Act. When the board meeting is held via video conferencing, any director attending the meeting
	through video conferencing shall be deemed to have attended the meeting in person. Any director who is
	unable to attend the meeting may authorize another director to act as his/her proxy. The proceedings of
	the meeting shall be minuted.
Article 17-1. Notification of the convention of board meetings may be effected via e-mail or fax.
Article 18.	The Board of Directors has the following powers:
	1. Convention of shareholders’ meetings and implementing their resolutions.
	2. Approval of operating plans.
	3. Review of rules and regulations as well as important contracts.
	4. Review of the purchase and disposal of the Company’s important property.
	5. Appointment and dismissal of managerial officers and other important function holders.
	6. Decision-making about the establishment, withdrawal, or change of business units and branches.
	7. Review of budgets, final accounting, and business reports.
	8. Formulation of earnings distribution.
	9. Formulation of capital increase or decrease.
	10. Decision-making about other important matters and the powers given by the Company Act and the

~40~

shareholders’ meeting.

Article 19. The Company has set up the Audit Committee in accordance with the Securities and Exchange Act. The Audit Committee shall consist of all independent directors. The Audit Committee or the members thereof are responsible for excising the powers of supervisors under the Company Act, Securities and Exchange Act, and other laws and regulations. Article 20. (Deleted)

Article 20-1. Regardless of profits or losses, the Company may pay compensation to all directors for performing company-related activities. The Board of Directors is authorized to determine the amount of the compensation in consideration of the directors’ level of involvement in and contribution to the Company’s operations and with reference to the general level in the industry.

Chapter 5. Managerial Officers and Consultants

Article 21. The Company may have one President and several Vice Presidents and Assistant Vice Presidents. For their appointment, dismissal, and remuneration, Article 29 of the Company Act shall apply.

Article 22. The Company may engage several consultants as resolved by the Board of Directors.

Chapter 6. Accounting

Article 23. The fiscal year of the Company shall commence on January 1 and end on December 31. According to Article 228 of the Company Act, a final accounting shall be conducted at the end of each fiscal year. The Board of Directors shall prepare the following documents and submit them to the annual shareholders’ meeting for ratification.

Business report. 2. Financial statements.
Earning distribution or loss reimbursement proposals.

Article 24. When the Company has earnings in the current year, a provision for remuneration paid to employees and to directors shall be made from the earnings. However, if there are any accumulated losses, part of the earnings shall be first set aside to make up for such losses.

The provision for the remuneration paid to employees and to directors is allocated as follows:

5% to 15% for employee remuneration.
Up to 3% for director remuneration. When the Company has earnings at the year’s final accounting, they shall be used for the following purposes and in the following order of priority:
Paying taxes. 2. Making up for losses from prior years.
Setting aside 10% as legal reserve.
Making a provision for the special reserve based on the Company’s operational needs and in accordance with laws and regulations.

The Board of Directors shall draw up a proposal for the distribution of shareholder bonuses based on the sum of the remaining earnings and accumulated undistributed earnings and submit the proposal to the shareholders’ meeting for resolution. The Board of Directors may retain part of the earnings, if necessary, based on operational needs.

The Company operates in the information technology industry where technology and markets advance and grow rapidly. On the basis of the Company’s capital expenditure needs and the need to make sound financial plans to pursue sustainable development, in drawing up the earnings distribution proposal, the Board of Directors determines the proportion of cash and stock dividends paid to the shareholders based on the earnings remaining after deducting those distributed as referred to in Subparagraphs 1-4 of the preceding paragraph. The percentage of the dividend distributed in cash shall not be less than 10% of the total shareholder dividends.

Article 24-1. Employee stock bonuses may only be distributed to the full-time employees of the Company and the subsidiaries where the Company holds over 50% of equity through direct (indirect) investment.

Chapter 7. Supplementary Provisions

Article 25. The Company’s Articles of Incorporation and execution rules shall be established separately. Article 26. Matters not covered by the Articles of Incorporation shall be governed by the Company Act and other related laws and regulations.

Article 27. The Articles of Incorporation and any amendments thereto shall be implemented after approval by the shareholders’ meeting.

Article 28. The Articles of Incorporation were established on November 11, 1980. The 1st amendment was made on October 30, 1981. The 2nd amendment was made on July 21, 1983. The 3rd amendment was made on November 5, 1988.

~41~

The 4th amendment was made on March 27, 1989. The 5th amendment was made on July 15, 1989. The 6th amendment was made on May 21, 1990. The 7th amendment was made on May 31, 1991. The 8th amendment was made on August 20, 1992. The 9th amendment was made on June 17, 1994. The 10th amendment was made on October 11, 1996. The 11th amendment was made on March 31, 1997. The 12th amendment was made on April 24, 1998. The 13th amendment was made on February 8, 1999. The 14th amendment was made on June 17, 1999. The 15th amendment was made on February 25, 2000. The 16th amendment was made on May 25, 2000. The 17th amendment was made on May 10, 2001. The 18th amendment was made on May 10, 2001. The 19h amendment was made on May 27, 2002. The 20th amendment was made on June 14, 2005. The 21st amendment was made on June 14, 2006. The 22nd amendment was made on June 13, 2007. The 23rd amendment was made on June 13, 2008. The 24th amendment was made on June 16, 2009. The 25th amendment was made on June 14, 2010. The 26th amendment was made on June 10, 2011. The 27th amendment was made on June 19, 2012. The 28th amendment was made on June 24, 2014. The 29th amendment was made on June 23, 2015. The 30th amendment was made on June 22, 2016. The 31st amendment was made on June 19, 2020. The 32nd amendment was made on July 30, 2021. The 33rd amendment was made on June 23, 2022.

~42~

Attachment 5

Ares International Corporation Regulations for Election of Directors

Article	1:	All elections of the Company’s directors shall be conducted in accordance with the Regulations.
Article	2:	The Company’s directors shall be elected at shareholders’ meetings.
Article	3:	The cumulative voting method is adopted for all elections of the Company’s directors. The method
		allows shareholders to cast their votes for a single candidate or split their votes among several
		candidates by writing the name of the candidate(s) on each of their ballots.
Article	4:	In the elections of the Company’s directors, each share shall be entitled to the same number of election
		rights as the number of directors that should be elected based on voting rights. The Company shall
		prepare the same number of ballots as the number of directors that should be elected and distribute them
		to the shareholders.
Article	5:	According to the quota of directors to be elected as prescribed in the Articles of Incorporation for the
		elections of the Company’s directors, candidates are accordingly elected based on the number of
		election rights represented by the votes received. If two or more candidates receive the same number of
		election rights and the prescribed quota is reached, they shall draw for the remaining seats available. The
		chairperson will draw on behalf of those who are absent at the meeting.
Article	5-1:	Unless otherwise approved by the competent authority, the following relationships shall not exist among
		more than half of the Company’s directors:

Spouse. 2. Relatives within the second degree of kinship. Article 5-2: (Deleted) Article 6: (Deleted) Article 7: Ballots shall be prepared by the Company with the attendance card number and the number of election rights specified on them. The ballots shall also bear the Company’s seal. Article 8: Before an election starts, the chairperson shall appoint poll watchers and tellers to watch voting and count votes. The poll watchers shall be the Company’s shareholders. Article 9: The Company shall prepare a ballot box which shall be inspected openly by the poll watchers before voting. Article 10: If a candidate is a shareholder, voters shall fill in the “Candidate” column on a ballot with the account name and shareholder account number of the candidate as well as the number of election rights. If the candidate is not a shareholder, the column shall be filled in with his/her name and ID number. However, if the candidate is a government agency or corporate shareholder, the field for the account name of the candidate on a ballot shall be filled out with the name of the government agency or corporation or its account name and the name of its representative. Where there are multiple representatives, the account name of the corporation and the names of the representatives shall be provided additionally. All candidates shall be competent under the law. Article 11: Ballots are considered void in any of the following circumstances: 1. The ballots are not prepared in accordance with Article 7 of the Regulations.
The ballots are not put into the ballot box.
The ballots are put into the ballot box in blank.
The number of candidates written on the ballots exceeds the prescribed quota.
The ballots fail to provide the complete particulars required in Article 10.
The account names and shareholder account numbers of shareholder candidates written on the ballots do not match with those on the shareholder registry. The names and ID numbers of non-shareholder candidates written on the ballots do not match with those of the candidates.
There are any symbols, drawings, or texts other than the particulars required in Article 10 on the ballots.
The writing is unclear and indecipherable or has been altered.
The name of the candidate written on a ballot is the same as another shareholder and the shareholder account number or ID number of the candidate is not provided on the ballot for identification.
The names of two or more candidates are written on the same ballot.
The total number of election rights cast by a voter exceeds the total number of his/her/its election rights.

~43~

Article 12: A ballot box shall be prepared separately for each election of directors. The ballot box shall be opened by the poll watchers after voting. Article 13: After voting, the ballot box is opened and ballots are counted openly and immediately. The chairperson will announce the elected directors based on the outcome of the vote on the spot. Article 14: The Company’s Board of Directors shall send each of the elected directors a notice stating that they have been elected. Article 15: Matters not covered by the Regulations shall be governed by the Company Act, Articles of Incorporation, and other related laws and regulations. Article 16: The Regulations and any amendments thereto shall be implemented after approval by the shareholders’ meeting.

~44~

Attachment 6

Ares International Corporation Rules of Procedure for Shareholders’ Meetings

Article	1.	Unless otherwise provided by law, the Company’s shareholders’ meetings shall be convened in
		accordance with the Rules.
Article	2.	The shareholders mentioned in the Rules refer to the shareholders themselves and the proxies authorized
		thereby to attend shareholders’ meetings.
Article	3.	Shareholders (or their proxies) shall sign in when attending a shareholders’ meeting by providing their
		sign-in cards in lieu of their signatures. With the sign-in cards as the basis, the equity of the shareholders
		is calculated. The Company may appoint the retained attorney, CPA, or any related person to attend the
		shareholders’ meeting in a non-voting capacity. The staff organizing the shareholders’ meeting shall wear
		identification cards or armbands.
		The number of shares represented by the participating shareholders shall be calculated based on the sign-
		in cards provided. Shares shall be used as the calculation basis for attendance and voting at shareholders’
		meetings.
		Where a shareholder of the Company is unable to attend a shareholders’ meeting in person, he/she/it may
		appoint a proxy to attend the meeting by providing a proxy form from the Company stating the
		authorization scope. A shareholder may issue only one proxy form and appoint only one proxy for each
		shareholders’ meeting, and shall deliver the proxy form to the Company two days before the shareholders’
		meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail, unless a
		declaration is made to revoke the previous proxy appointment. If the shareholder intends to attend the
		shareholders’ meeting in person after a proxy form has been delivered to the Company, a written notice of
		appointment revocation shall be submitted to the Company two days before the meeting date. If the
		revocation notice is submitted after that time, the voting rights exercised by the appointed proxy at the
		meeting shall prevail.
		For anyone who is appointed by two or more shareholders to be their proxy, except for trust enterprises or
		the stock agencies approved by the competent securities authority, the number of voting rights represented
		thereby shall not exceed 3% of the total issued shares of the Company, otherwise the excessive voting
		rights shall not be counted.
Article	4.	Once the attending shareholders represent a majority of the total issued shares, the chairperson may call
		the meeting to order. Where the meeting time is up and the statutory threshold has not been met, the
		chairperson may announce a postponement of the commencement of the meeting. The number of such
		postponements is limited to two and the time extended shall not exceed one hour cumulatively. Where the
		statutory threshold has not been met and there are attending shareholders representing one-third or more
		of the total issued shares, a tentative resolution may be adopted by a majority of the voting rights
		represented by the attending shareholders in accordance with Article 175 of the Company Act.
		Whenever the number of shares represented by the attending shareholders reaches more than half of the
		total issued shares in adopting the tentative resolution referred to in the preceding paragraph, the
		chairperson may officially call the meeting to order and present the adopted tentative resolution to the
		shareholders’ meeting for ratification.
Article	5.	The Chairperson shall chair any shareholders’ meeting convened by the Board of Directors. Where the
		Chairperson is on leave or unable to perform his/her duties for whatever reason, the Vice Chairperson
		shall act on his/her behalf. In the absence of a Vice Chairperson or where the Vice Chairperson is also on
		leave or unable to perform his/her duties for whatever reason, the Chairperson shall appoint an executive
		director to act on his/her behalf. Where there is no executive director, the Chairperson shall appoint a
		director to act on his/her behalf.
		Where the Chairperson does not appoint anyone to act on his/her behalf, the executive directors or
		directors shall elect one among themselves to act on the behalf of the Chairperson.
		Any shareholders’ meetings convened by any person with the power to convene such meetings other than
		the Board of Directors shall be chaired by that person. Where there are two or more such persons, they
		shall elect one among themselves to be the chairperson.
Article	6.	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 shall not be changed
		without a resolution of the shareholders’ meeting.
		The preceding paragraph shall apply mutatis mutandis to any shareholders’ meeting convened by any
		person with the power to convene such meeting other than the Board of Directors.
		The chairperson shall not declare the meeting adjourned prior to the completion of deliberation on the

~45~

		first two agenda items (including extempore motions).
		Where the chairperson declares the meeting adjourned in violation of the Rules, another chairperson may
		be elected by a majority of voting rights represented by the attending shareholders to continue the
		meeting.
		After the meeting is adjourned, the shareholders shall not elect another chairperson to resume the meeting
		at the original or another venue.
Article	7.	When a meeting is in progress, the chairperson may announce a break based on time considerations.
		The Company shall record shareholders’ meetings through video or audio recording and keep the records
		for at least one year.
		Poll watchers and tellers for voting on motions shall be appointed by the chairperson and the poll
		watchers shall be the Company’s shareholders. Vote results shall be announced on-site and documented in
		minutes.
		Where a meeting cannot be finished in one session, the shareholders’ meeting may adopt a resolution on
		whether the meeting will be postponed or resumed within five days on the spot so that no further notice or
		announcement is required.
Article	8.	When any attending shareholder gives a speech, he/she/it shall submit a speaker’s slip containing
		his/her/its shareholder account number (or attendance card number) and account name as well as the
		purpose of his/her/its speech to the chairperson for him/her to determine the order in which the
		shareholder gives his/her/its speech.
		Any attending shareholder who has submitted a speaker’s slip but does not give a speech shall be deemed
		to have not given any speech. Where a speech given is inconsistent with that specified in the speaker’s
		slip, the speech given shall prevail.
		When an attending shareholder is giving a speech, no other shareholder shall interrupt by speaking
		without the consent of the chairperson and the shareholder giving a speech. The chairperson shall stop
		any such interruption.
Article	9.	Except for those holding 1% or more of the total issued shares, who may present motions in written form
		to the Company for annual shareholders’ meetings pursuant to Article 172-1 of the Company Act, any
		shareholders who have presented motions shall attend the annual shareholders’ meeting either in person
		or by appointing another person on his/her/its behalf to participate in the discussion about the motions
		presented thereby. Where an attending shareholder’s speech is irrelevant to the agenda item concerned or
		outside its scope, the chairperson may terminate the shareholder’s speech.
Article	10.	Except with the consent of the chairperson, each attending shareholder may neither have the floor more
		than twice on the same motion nor speak for more than five minutes each time, otherwise the chairperson
		may stop the shareholder from speaking.
		Where a corporation is appointed as a proxy to attend a shareholders’ meeting, such corporation may
		appoint only one representative to attend the meeting.
		Where a corporate shareholder appoints two or more representatives to attend a shareholders’ meeting,
		only one of them may give a speech on a motion.
Article	11.	After an attending shareholder finishes his/her/its speech, the chairperson may give a response or appoint
		any related person to do so.
		When a motion in discussion is considered ready for voting, the chairperson may discontinue the
		discussion and put the motion to a vote.
Article	12.	The venue for the Company’s shareholders’ meetings shall be where the Company is located or a place
		easily accessible to shareholders and suitable for holding the shareholders’ meetings. The meetings shall
		begin no earlier than 9 a.m. and no later than 3 p.m.
Article	13.	Shareholders may exercise their voting rights by correspondence or electronic means at the Company’s
		shareholders’ meetings.
		The shareholders who exercise their voting rights at a shareholders’ meeting by correspondence or
		electronic means in accordance with the preceding paragraph shall be considered as having attended the
		shareholders’ meeting in person. However, they shall be treated as having waived their voting rights in
		respect of any extempore motion and any amendment to the original motions at the said shareholders’
		meeting.
		Unless otherwise provided by the Company Act and the Articles of Incorporation, a motion shall be
		passed by more than half of the voting rights of the attending shareholders. An agenda item is considered
		passed if the chairperson receives no objection from any attending shareholders. This voting method shall
		carry the same effect as the conventional ballot method.
		In case of an amendment or alternative to a motion, the chairperson shall determine the order in which the
		amendment or alternative together with the original motion will be put to a vote. Where either of them is
		passed, the other shall be deemed rejected and require no further voting.
Article	14.	Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes and handled in
		accordance with Article 183 of the Company Act.

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Article	15.	The chairperson may instruct disciplinary officers (or security guards) to help maintain order at the
		meeting venue. The disciplinary officers (or security guards) shall wear an armband or identification card
		bearing the word “Disciplinary Officer” when helping maintain order at the meeting venue.
Article	16.	Shareholders (or their proxies) shall cooperate with the chairperson and disciplinary officers (or security
		guards) and follow their instructions. Where any shareholder fails to obey the instructions of the
		chairperson and obstructs the progress of the meeting in disregard of dissuasion, the shareholder shall be
		escorted away from the meeting venue by the disciplinary officers or security guards on the instruction of
		the chairperson.
Article	17.	Matters not covered by the Rules shall be governed by the Company Act and other related laws and
		regulations.
Article	18.	The Rules and any amendments thereto shall be implemented after approval by the shareholders’ meeting.

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Attachment 7

Ares International Corporation Shareholding of Directors and Supervisors

				Book closure date: April 23, 2023 Number of shares held when elected Number of shares held as recorded in the shareholder register on the book closure date Number of shares held Shareholding percentage Number of shares held Shareholding percentage 3,558,449 7.53% 3,558,449 7.53% 867,090 1.84% 867,090 1.84% 450,845 0.95% 450,845 0.95% 1,486,409 3.15% 1,336,409 2.83% - - - - - - - - - - - - 6,362,793 13.47% 6,212,793 13.15%	Book closure date: April 23, 2023 Number of shares held when elected Number of shares held as recorded in the shareholder register on the book closure date Number of shares held Shareholding percentage Number of shares held Shareholding percentage 3,558,449 7.53% 3,558,449 7.53% 867,090 1.84% 867,090 1.84% 450,845 0.95% 450,845 0.95% 1,486,409 3.15% 1,336,409 2.83% - - - - - - - - - - - - 6,362,793 13.47% 6,212,793 13.15%	Book closure date: April 23, 2023 Number of shares held when elected Number of shares held as recorded in the shareholder register on the book closure date Number of shares held Shareholding percentage Number of shares held Shareholding percentage 3,558,449 7.53% 3,558,449 7.53% 867,090 1.84% 867,090 1.84% 450,845 0.95% 450,845 0.95% 1,486,409 3.15% 1,336,409 2.83% - - - - - - - - - - - - 6,362,793 13.47% 6,212,793 13.15%	Book closure date: April 23, 2023 Number of shares held when elected Number of shares held as recorded in the shareholder register on the book closure date Number of shares held Shareholding percentage Number of shares held Shareholding percentage 3,558,449 7.53% 3,558,449 7.53% 867,090 1.84% 867,090 1.84% 450,845 0.95% 450,845 0.95% 1,486,409 3.15% 1,336,409 2.83% - - - - - - - - - - - - 6,362,793 13.47% 6,212,793 13.15%
				Number of shares held		Number of shares held as recorded in the
Title	Name	Date of election	Term	when elected		shareholder register on the book closure date
				Number of shares held	Shareholding percentage	Number of shares held	Shareholding percentage
Chairman	Hung-Yang Yu	2022/06/23	3 years	3,558,449	7.53%	3,558,449	7.53%
Director	Seng-Yi Lin	2022/06/23	3 years	867,090	1.84%	867,090	1.84%
Director	Qing-LongLin	2022/06/23	3 years	450,845	0.95%	450,845	0.95%
Director	Mitac Incorporated Representative: Xiang- Yun Yang	2022/06/23	3 years	1,486,409	3.15%	1,336,409	2.83%
Director	Mitac Incorporated Representative: Hua- Bin Miao	2022/06/23	3 years
Independent Director	Jin-Tang You	2022/06/23	3 years	-	-	-	-
Independent Director	Ming-Da Huang	2022/06/23	3 years	-	-	-	-
Independent Director	Hwa-Yu Chang	2022/06/23	3 years	-	-	-	-
Total number of shares held by all directors				6,362,793	13.47%	6,212,793	13.15%

The Company’s total issued common shares: 47,253,890 shares
According to Article 26 of the Securities and Exchange Act, the minimum number of shares held by all shareholders is as follows:
Statutory minimum number of shares held by all directors: 4,725,389 shares
As of the book closure date for the annual shareholders’ meeting (April 23, 2023), the number of shares held by all directors, as recorded in the shareholder register, reached the percentage threshold prescribed in Article 26 of the Securities and Exchange Act.
As the Company’s has two independent directors, the shareholding percentage thresholds for the shares held by all directors and supervisors other than the independent directors, which are calculated proportionally, are reduced by 20% according to Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.

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AI assistant

ARES — AGM Information 2023

52107_rns_2023-07-07_2dc6f97f-d200-4bbb-8646-b6fcf460a38c.pdf

Ares International Corporation

2023 Annual Shareholders’ Meeting

Meeting Handbook

Table of Contents

Ares International Corporation Meeting Procedure of the 2023 Annual Shareholders’ Meeting

Ares International Corporation Meeting Agenda of the 2023 Annual Shareholders’ Meeting

Management Presentation (Company Reports)

II. The Audit Committee’ audit report for 2022 is presented below

Ares International Corporation Audit Committee’s Audit Report

Matters to be Ratified and Discussed and Elections

Ares International Corporation 2022 Earnings Distribution Statement

Election result:

Extempore Motions

Adjournment

Attachments

Attachment 1

Attachment 2

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Service revenue recognition

Description

How our audit addressed the matter

Other matter – Reference to the audits of other auditors

Other matter – Parent company only financial reports

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

Auditors’ responsibilities for the audit of the consolidated financial statements

For and on behalf of PricewaterhouseCoopers, Taiwan March 22, 2023

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2022 AND 2021

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2022 AND 2021

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Service revenue recognition

Description

How our audit addressed the matter

Other matter – Reference to the audits of other auditors

Responsibilities of management and those charged with governance for the parent company only financial statements

Auditors’ responsibilities for the audit of the parent company only financial statements

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

ARES INTERNATIONAL CORP. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

ARES INTERNATIONAL CORP.

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

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

Attachment 3

Attachment 4

Ares International Corporation Articles of Incorporation

Chapter 1. General Rules

Chapter 2. Shares

Chapter 3. Shareholders’ Meetings

Chapter 5. Managerial Officers and Consultants

Chapter 6. Accounting

Chapter 7. Supplementary Provisions

Attachment 5

Ares International Corporation Regulations for Election of Directors

Attachment 6

Ares International Corporation Rules of Procedure for Shareholders’ Meetings

Attachment 7

ARES AGM Information 2023