ARES - AGM Information 2024 | FinancialReports.eu

Stock Code: 2471

Ares International Corporation

2024 Annual Shareholders’ Meeting

Meeting Handbook

Date: June 19, 2024

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

Chapter 1. Meeting Procedure .................................................................................................................. 2
Chapter 2. Meeting Agenda ...................................................................................................................... 3
Chapter 3. Management Presentation (Company Reports) ...................................................................... 4
Chapter 4. Matters to be Ratified ............................................................................................................. 7
Chapter 5. Extempore Motions ................................................................................................................. 8
Attachments
I. Report on the Remuneration of Individual Directors ............................................................. 9
II. 2023 Independent Auditors’ Report and Financial Statements ............................................. 10
III. Articles of Incorporation ....................................................................................................... 32
IV. Rules of Procedure for Shareholders’ Meetings ................................................................... 37
V. Directors’ Shareholding ........................................................................................................ 40

~1~

Ares International Corporation Meeting Procedure of the 2024 Annual Shareholders’ Meeting

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

~2~

Ares International Corporation Meeting Agenda of the 2024 Annual Shareholders’ Meeting

Time: June 19, 2024 (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 2023
Audit Committee’s audit report for 2023
Report on the distribution of remuneration to employees and directors from earnings in 2023
Report on the amount of remuneration of individual directors and the remuneration policy for 2023

(IV) Matters to be ratified

Business report and financial statements for 2023
Proposal for the distribution of earnings for 2023
(V) Extempore motions
(VI) Adjournment

~3~

Management Presentation (Company Reports)

I. The business report for 2023 is presented for review.

Founded 44 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 new year, in response to the international trade war and supply chain restructuring in the post-pandemic era, the Company will continue to promote digital transformation solutions, use AI tools to strengthen system development capabilities and efficiency, and increase product synergy. We will also promote our entry into the Southeast Asian market. while reinforcing customer relationship management and product development both horizontally and vertically. To cope with the impact of a declining birthrate, the Company will work more on the application and improvement of recruitment policies.

In foreign markets, the Company will continue to expand into relevant markets with the Human Capital Planner (HCP) and Computer Integrated Manufacturing Execution System (ciMes) for multiple development applications. Recently, we have invested in an Internet of Things (IoT) start-up, Myshine Technology, to accelerate the promotion of innovative applications of smart manufacturing.

In addition, there have been rising threats to information security, a 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 information security investment tax credits. The Company also continues to enhance the distribution of information security products, such as KnowBe4, an information security awareness training product, and the well-known endpoint protection software Comodo. Ares will strive to meet various information security needs in a stepwise manner through in-depth and wideranging promotion strategies.

The government’s requirements for ESG (Environmental Social Governance) schedule planning will also promote the overall demand for enterprises for software applications for energy savings and carbon reduction.

For banking applications, financial institutions’ continuing investment in AML (Anti-Money Laundering) and KYC (Know Your Customer) compliance has resulted in large transnational corporations’ considerable demand for relevant applications. 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.

Chairperson: Hung-Yang Yu President: Seng-Yi Lin

Chief Accountant: Cuei-Ying Wang

~4~

II. The Audit Committee’ audit report for 2023 is presented for review.

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 2023 (January 1, 2023 to December 31, 2023) 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 2023, 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.

To

Ares International Corporation’s 2024 Annual Shareholders’ Meeting

Convener of the Audit Committee: Ming-Da Huang

March 13, 2024

~5~

III. The report on the distribution of remuneration to employees and directors from earnings in 2023 is presented for review.

Description:

The remuneration of the employees and directors for 2023 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 2023 is shown below. The remuneration has been distributed in cash in whole.

Ares International Corporation

Remuneration of Employees and Directors for 2023

Ares International Corporation Remuneration of Employees and Directors for 2023	Ares International Corporation Remuneration of Employees and Directors for 2023
Unit: NT$
Employee remuneration	20,009,045
Director remuneration	6,669,682

IV. The report on the amount of remuneration of individual directors and the remuneration policy for 2023 is presented for review.
Description:
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.

~6~

Matters to be Ratified

Motion 1

Proposed by the Board of Directors

Proposal: The business report and financial statements for 2023 are presented for ratification.

Description: 1. The Company’s (consolidated and parent-only) financial statements for 2023 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 10 to Page 31 in Attachment 2 of the Handbook.

Resolution:

Motion 2 Proposed by the Board of Directors

Proposal: The proposal for the distribution of earnings for 2023 is presented for ratification.
Description: 1. The Company’s earnings distribution statement for 2023 was approved by the Board of Directors on March 13, 2024.
The Company’s distribution of earnings for 2023 is detailed in the following statement.

Ares International Corporation 2023 Earnings Distribution Statement

Ares International Corporation 2023 Earnings Distribution Statement	Ares International Corporation 2023 Earnings Distribution Statement
Unit: NT$
Item	Amount
Opening undistributed earnings	13,258,022
Less: Adjustment to retained earnings in 2023	(600,101)
Plus: Profits after tax in 2023	172,964,838
Less: 10% set aside as legal reserves	(17,236,474)
Plus: Special reserves transferred to earnings	202,688
Distributable earnings	168,588,973
Distribution item:
Shareholder bonus (a cash dividend of NT$3.28715691 per share)	155,330,951
Closing undistributed earnings	13,258,022
Note:

~7~

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 Chairperson with full power to handle this matter.
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 Chairperson is authorized to set the record date for the dividend payout.
The earnings distributed shall be allocated from the earnings in 2023 as the first priority.

Chairperson: Hung-Yang Yu

President: Seng-Yi Lin

Chief Accountant: Cuei-Ying Wang

Resolution:

Extempore Motions Adjournment

~8~

Attachments

Attachment 1

Title	Name	Directo	Directo	Directo	Directo	r remuneration	r remuneration			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 received for concur	Remuneration received for concur	Remuneration received for concur	Remuneration received for concur	rent service as an employee	rent service as an employee	rent service as an employee	rent 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)	Remuneration received from non-subsidiary investee companies or the parent (Note 11)
		Compensation (A) (Note 2)		Post- employment pension (B)		Director renumeration (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
Chairperson	Hung-Yang Yu	408	408	0	0	1,667	1,667	27	27	2,102 1.22%	2,102 1.22%	6,265	6,265	0	0	4,934	0	4,934	0	13,302 7.69%	13,302 7.69%	None
Director	Seng-Yi Lin	408	408	0	0	1,667	1,667	27	27	2,102 1.22%	2,102 1.22%	5,925	5,925	0	0	2,611	0	2,611	0	10,639 6.15%	10,639 6.15%	None
Director	Qing-Long Lin	408	408	0	0	1,667	1,667	21	21	2,096 1.21%	2,096 1.21%	4,044	4,044	0	0	2,441	0	2,441	0	8,582 4.96%	8,582 4.96%	None
Director	Mitac Incorporated	0	0	0	0	1,667	1,667	0	0	1,667 0.96%	1,667 0.96%	0	0	0	0	0	0	0	0	1,667 0.96%	1,667 0.96%	None
Director	Mitac Incorporated Representative: Xiang-Yun Yang	408	408	0	0	0	0	15	15	423 0.24%	423 0.24%	0	0	0	0	0	0	0	0	423 0.24%	423 0.24%	None
Director	Mitac Incorporated Representative: Hua-Bin Miao	408	408	0	0	0	0	21	21	429 0.25%	429 0.25%	0	0	0	0	0	0	0	0	429 0.25%	429 0.25%	None
Independent Director	Ming-Da Huang	408	408	0	0	0	0	63	63	471 0.27%	471 0.27%	0	0	0	0	0	0	0	0	471 0.27%	471 0.27%	None
Independent Director	Jin-Tang You	408	408	0	0	0	0	63	63	471 0.27%	471 0.27%	0	0	0	0	0	0	0	0	471 0.27%	471 0.27%	None
Independent Director	Hwa-Yu Chang	408	408	0	0	0	0	63	63	471 0.27%	471 0.27%	0	0	0	0	0	0	0	0	471 0.27%	471 0.27%	None
Independent Director	Jiun-Ming Chen	216	216	0	0	0	0	30	30	246 0.14%	246 0.14%	0	0	0	0	0	0	0	0	246 0.14%	246 0.14%	None

~9~

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 parent company only balance sheets of Ares International Corp. (the “Company”) as at December 31, 2023 and 2022, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.

In our opinion, based on our audits and 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, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants” and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant 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 2023 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

~10~

Key audit matters for the Company’s 2023 parent company only financial statements are stated as follows:

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:

Obtained an understanding of the internal controls over the service revenue process and assessed the effectiveness of its implementation.
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.

~11~

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$113,787 thousand and NT$123,734 thousand, constituting 7.88% and 8.95% of the total assets as at December 31, 2023 and 2022, respectively, and the comprehensive income recognised from associates and joint ventures accounted for under the equity method amounted to NT$19,950 thousand and NT$28,463 thousand, constituting 11.56% and 19.17% 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 supervisors, 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.

~12~

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these 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.

~13~

CPA Lin, Yi-Fan

CPA Liao, Fu-Ming

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

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

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

~14~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets	December31,2023 AMOUNT % $ 530,948 37 396,707 27 124,555 9 237 - 72,048 5 1,482 - 3,722 - 1 - 37,994 3 49,906 3 1,217,600 84 167,710 12 3,998 - 16,034 1 768 - 30,752 2 7,312 1 226,574 16 $ 1,444,174 100	December31,2022	December31,2022
	AMOUNT $ 530,948 396,707 124,555 237 72,048 1,482 3,722 1 37,994 49,906 1,217,600 167,710 3,998 16,034 768 30,752 7,312 226,574 $ 1,444,174	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	%
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 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 23 6 - 8 - - - 3 4
			83
			13 - - - 3 1
			17
			100

(Continued)

~15~

ARES INTERNATIONAL CORP. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	December31,2023 December31,2022 Notes AMOUNT % AMOUNT % 6(16) $ 160,837 11 $ 141,687 10 6(9) 69,487 5 50,455 4 7 8,165 1 4,466 - 6(10) 146,662 10 138,282 10 7 - - 12 - 16,678 1 33,374 2 6(12) 2,740 - 7,631 1 14,552 1 3,009 - 419,121 29 378,916 27 1,716 - 1,756 - 6(11) 113,049 8 128,842 10 114,765 8 130,598 10 533,886 37 509,514 37 6(13) 472,539 33 472,539 34 6(14) 156,960 10 158,764 11 6(15) 94,962 7 80,434 6 4,146 - 7,344 1 185,624 13 158,537 11 ( 3,943) - ( 4,146) - 910,288 63 873,472 63 9 11 $ 1,444,174 100 $ 1,382,986 100	December31,2022	December31,2022
			%
Current liabilities 2130 Contract liabilities - current 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 Subsequent events 3X2X Total liabilities and equity			10 4 - 10 - 2 1 -
			27
			- 10
			10
			37
			34 11 6 1 11 -
			63
			100

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

~16~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Items	YearendedDecember31 2023 2022 Notes AMOUNT % AMOUNT % 6(16) and 7 $ 821,052 100 $ 775,184 100 6(20)(21) and 7 ( 505,251) ( 62)( 463,566) ( 60) 315,801 38 311,618 40 6(20)(21) and 7 ( 67,557 ) ( 8) ( 57,331) ( 7 ) ( 63,823 ) ( 8) ( 60,535) ( 8 ) ( 86,298 ) ( 10) ( 86,598) ( 11 ) 6(20) and 12(2) 2,278 - ( 4,952) ( 1) ( 215,400) ( 26)( 209,416) ( 27) 100,401 12 102,202 13 6(17) 17,091 2 5,732 1 6(18) and 7 1,024 - 2,841 - 6(19) 58,424 7 35,421 5 6(8) ( 593 ) - ( 231) - 6(6) 19,297 3 26,394 3 95,243 12 70,157 9 195,644 24 172,359 22 6(22) ( 22,679) ( 3)( 28,942) ( 4) $ 172,965 21 $ 143,417 18 6(11) ( $ 733 ) - $ 1,973 - 6(6) ( 13 ) - 284 - 6(22) 146 - ( 395) - ( 600) - 1,862 - 253 - 3,997 1 6(22) ( 50) - ( 799) - 203 - 3,198 1 ( $ 397) - $ 5,060 1 $ 172,568 21 $ 148,477 19 6(23) $ 3.66 $ 3.04 $ 3.63 $ 2.99
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 Reversal of (provision for) expected credit losses 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 (loss) gain on defined benefit plan 8330 Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method, components of other comprehensive (loss) income that will not be reclassified to profit or loss 8349 Income (loss) tax relating to components of other comprehensive income 8310 Other comprehensive (loss) 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 8360 Other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive (loss) income for the year 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic 9850 Diluted

Items

YearendedDecember31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(16) and 7
$ 821,052
100
$ 775,184
100
6(20)(21) and 7
(
505,251) (
62)(
463,566) (
60)
315,801
38
311,618
40
6(20)(21) and 7
(
67,557 ) (
8) (
57,331) (
7 )
(
63,823 ) (
8) (
60,535) (
8 )
(
86,298 ) (
10) (
86,598) (
11 )
6(20) and 12(2)
2,278
-
(
4,952) (
1)
(
215,400) (
26)(
209,416) (
27)
100,401
12
102,202
13
6(17)
17,091
2
5,732
1
6(18) and 7
1,024
-
2,841
-
6(19)
58,424
7
35,421
5
6(8)
(
593 )
-
(
231)
-
6(6)
19,297
3
26,394
3
95,243
12
70,157
9
195,644
24
172,359
22
6(22)
(
22,679) (
3)(
28,942) (
4)
$ 172,965
21
$ 143,417
18
6(11)
( $ 733 )
-
$ 1,973
-
6(6)
(
13 )
-
284
-
6(22)
146
-
(
395)
-
(
600)
-
1,862
-
253
-
3,997
1
6(22)
(
50)
-
(
799)
-
203
-
3,198
1
( $ 397)
-
$ 5,060
1
$ 172,568
21
$ 148,477
19
6(23)
$ 3.66
$ 3.04
$ 3.63
$ 2.99

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
Reversal of (provision for) expected
credit losses
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 (loss) gain on defined benefit
plan
8330
Share of other comprehensive (loss)
income of associates and joint ventures
accounted for using equity method,
components of other comprehensive
(loss) income that will not be reclassified
to profit or loss
8349
Income (loss) tax relating to components
of other comprehensive income
8310
Other comprehensive (loss) 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
8360
Other comprehensive income that will
be reclassified to profit or loss
8300
Other comprehensive (loss) 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.

~17~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

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 Balance at December 31, 2022 Year ended December 31, 2023 Balance at January 1, 2023 Profit for the year Other comprehensive (loss) income Total comprehensive income Appropriations of 2022 earnings Legal reserve Special reserve Cash dividends Disposal of investment using the equity method Other Balance at December 31, 2023	Notes		Commonstock		Capitalsurplus				RetainedEarnings			Other EquityInterest	Other EquityInterest	Other EquityInterest	Other EquityInterest		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 - - - - - - - - $ 472,539		$ 142,878 - - - - - - 64 15,822 $ 158,764 $ 158,764 - - - - - - ( 1,802 ) ( 2 ) $ 156,960		$ 68,542 - - - 11,892 - - - - $ 80,434 $ 80,434 - - - 14,528 - - - - $ 94,962		$ 6,342 - - - - 1,002 - - - $ 7,344 $ 7,344 - - - - ( 3,198 ) - - - $ 4,146		$ 132,181 143,417 1,862 145,279 ( 11,892 ) ( 1,002 ) ( 106,029 ) - - $ 158,537 $ 158,537 172,965 ( 600 ) 172,365 ( 14,528 ) 3,198 ( 133,948 ) - - $ 185,624		($ 5,344 ) - 3,198 3,198 - - - - - ($ 2,146 ) ($ 2,146 ) - 203 203 - - - - - ($ 1,943 )		($ 2,000 ) - - - - - - - - ($ 2,000 ) ($ 2,000 ) - - - - - - - - ($ 2,000 )	$ 815,138 143,417 5,060 148,477 - - ( 106,029 ) 64 15,822 $ 873,472 $ 873,472 172,965 ( 397 ) 172,568 - - ( 133,948 ) ( 1,802 ) ( 2 ) $ 910,288

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

~18~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile (profit) loss
(Reversal of) provision for expected credit loss
Depreciation on property, plant and equipment

Depreciation on right-of-use asset

Amortisation

Interest income

Interest expense

Gains on disposal of investments

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
Other receivables - related parties
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
Non-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
2023
2022
$ 195,644 $ 172,359
6(20) and 12(2) (
2,278 )
4,952
6(7)(20)
2,011
2,600
6(8)(20)
15,110
15,210
6(20)
393
340
6(17)
(
17,091 ) (
5,732 )
6(8)
593
231
6(19)
(
61,776 )
-
6(6)
(
19,297 ) (
26,394 )
(
211 ) (
26 )
4,918
17,960
(
374 ) (
1,108 )
174
337
66
-
1,113 (
14,634 )
(
1,144 )
4,844
19,150
14,791
- (
264 )
19,032 (
11,876 )
3,699
1,285
8,379
8,573
(
12 )
12
(
4,891 )
2,628
(
512 ) (
1,016 )
(
16,526 )
-
146,170
185,072
15,602
4,809
(
35,240 ) (
18,329 )
126,532
171,552

(Continued)

~19~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets at amortised cost -
current
Decrease in financial assets at amortised cost -
current
Increase in investments accounted for under equity
method

Disposal of investments using the equity method

Dividends received

Acquisition of property, plant and equipment

Acquisition of intangible assets
Decrease in refundable deposits
Net cash flows from (used in) investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of lease liability

Cash dividends paid

Unclaimed cash dividends paid

Donation by the shareholders

Net cash flows used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Year ended December 31
Notes
2023
2022
( $ 393,500 ) ( $ 32,718 )
308,489
-
6(6)
(
3,000 ) (
2,960 )
6(6)
71,942
-
6(6)
26,153
25,821
6(7)
(
1,746 ) (
2,223 )
(
960 )
-
-
20
7,378 (
12,060 )
6(24)
(
15,534 ) (
15,543 )
6(15)
(
133,948 ) (
106,029 )
6(14)
(
2 )
-
6(14)
-
64
(
149,484 ) (
121,508 )
(
15,574 )
37,984
546,522
508,538
$ 530,948 $ 546,522

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

~20~

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, 2023 and 2022, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material 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, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants” and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant 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.

~21~

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 2023 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2023 consolidated financial statements are stated as follows:

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

~22~

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$113,787 thousand and NT$123,734 thousand, constituting 7.80% and 8.79% of the total assets as at December 31, 2023 and 2022, respectively, and the comprehensive income recognised from associates and joint ventures accounted for under the equity method amounted to NT$19,950 thousand and NT$28,463 thousand, constituting 11.56% and 19.18% 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, 2023 and 2022.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

~23~

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

Auditors’ responsibilities for the audit of the consolidated financial statements

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

~24~

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.

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.

~25~

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

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

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

~26~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets	December31,2023 AMOUNT % $ 553,759 38 396,707 27 139,382 10 237 - 76,592 5 1,284 - 3,842 - 41,588 3 49,906 4 1,263,297 87 136,185 9 4,299 - 16,382 1 768 - 30,910 2 7,635 1 196,179 13 $ 1,459,476 100	December31,2022	December31,2022
	AMOUNT $ 553,759 396,707 139,382 237 76,592 1,284 3,842 41,588 49,906 1,263,297 136,185 4,299 16,382 768 30,910 7,635 196,179 $ 1,459,476	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	%
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			41 22 7 - 9 - - 3 4
			86
			10 - 1 - 2 1
			14
			100

(Continued)

~27~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	December31,2023 December31,2022 Notes AMOUNT % AMOUNT % 6(16) $ 175,267 12 $ 156,697 11 6(9) 69,487 5 50,455 4 7 314 - - - 6(10) 151,306 10 146,064 11 16,678 1 33,374 2 6(12) 2,740 - 7,631 1 14,939 1 4,820 - 430,731 29 399,041 29 1,716 - 2,151 - 6(11) 113,049 8 128,842 9 114,765 8 130,993 9 545,496 37 530,034 38 6(13) 472,539 33 472,539 34 6(14) 156,960 10 158,764 11 6(15) 94,962 7 80,434 6 4,146 - 7,344 - 185,624 13 158,537 11 ( 3,943) - ( 4,146) - 910,288 63 873,472 62 3,692 - 3,673 - 913,980 63 877,145 62 9 11 $ 1,459,476 100 $ 1,407,179 100	December31,2022	December31,2022
			%
Current liabilities 2130 Contract liabilities - current 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2280 Current lease liabilities 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 Subsequent events 3X2X Total liabilities and equity			11 4 - 11 2 1 -
			29
			- 9
			9
			38
			34 11 6 - 11 -
			62 -
			62
			100

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

~28~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Items	YearendedDecember31 2023 2022 Notes AMOUNT % AMOUNT % 6(16) and 7 $ 841,834 100 $ 802,504 100 6(20)(21) and 7 ( 498,045) ( 59)( 466,519) ( 58) 343,789 41 335,985 42 6(20)(21) and 7 ( 72,084 ) ( 8) ( 62,757) ( 8 ) ( 67,226 ) ( 8) ( 62,440) ( 8 ) ( 106,416 ) ( 13) ( 106,010) ( 13 ) 12(2) 3,427 - ( 5,143) - ( 242,299) ( 29)( 236,350) ( 29) 101,490 12 99,635 13 6(17) 17,222 2 5,881 1 6(18) 820 - 3,856 - 6(19) 58,265 7 36,093 5 6(8) ( 678 ) - ( 435) - 6(6) 18,560 2 27,191 3 94,189 11 72,586 9 195,679 23 172,221 22 6(22) ( 22,665) ( 2)( 28,898) ( 4) $ 173,014 21 $ 143,323 18 6(11) ( $ 733 ) - $ 1,973 - 6(6) ( 13 ) - 284 - 6(22) 146 - ( 395) - ( 600) - 1,862 - 223 - 4,024 - 6(22) ( 50) - ( 799) - 173 - 3,225 - ( $ 427) - $ 5,087 - $ 172,587 21 $ 148,410 18 $ 172,965 21 $ 143,417 18 49 - ( 94) - $ 173,014 21 $ 143,323 18 $ 172,568 21 $ 148,477 18 19 - ( 67) - $ 172,587 21 $ 148,410 18 6(23) $ 3.66 $ 3.04 $ 3.63 $ 2.99
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 Reversal of (provision for) expected credit losses 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 Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial (loss) gain on defined benefit plan 8320 Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method, components of other comprehensive (loss) income that will not be reclassified to profit or loss 8349 Income tax relating to components of other comprehensive income (loss) 8310 Other comprehensive (loss) 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 8360 Other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive (loss) income for the year 8500 Total comprehensive income for the year Profit (loss) 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

Items

YearendedDecember31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(16) and 7
$ 841,834
100
$ 802,504
100
6(20)(21) and 7
(
498,045) (
59)(
466,519) (
58)
343,789
41
335,985
42
6(20)(21) and 7
(
72,084 ) (
8) (
62,757) (
8 )
(
67,226 ) (
8) (
62,440) (
8 )
(
106,416 ) (
13) (
106,010) (
13 )
12(2)
3,427
-
(
5,143)
-
(
242,299) (
29)(
236,350) (
29)
101,490
12
99,635
13
6(17)
17,222
2
5,881
1
6(18)
820
-
3,856
-
6(19)
58,265
7
36,093
5
6(8)
(
678 )
-
(
435)
-
6(6)
18,560
2
27,191
3
94,189
11
72,586
9
195,679
23
172,221
22
6(22)
(
22,665) (
2)(
28,898) (
4)
$ 173,014
21
$ 143,323
18
6(11)
( $ 733 )
-
$ 1,973
-
6(6)
(
13 )
-
284
-
6(22)
146
-
(
395)
-
(
600)
-
1,862
-
223
-
4,024
-
6(22)
(
50)
-
(
799)
-
173
-
3,225
-
( $ 427)
-
$ 5,087
-
$ 172,587
21
$ 148,410
18
$ 172,965
21
$ 143,417
18
49
-
(
94)
-
$ 173,014
21
$ 143,323
18
$ 172,568
21
$ 148,477
18
19
-
(
67)
-
$ 172,587
21
$ 148,410
18
6(23)
$ 3.66
$ 3.04
$ 3.63
$ 2.99

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
Reversal of (provision for) expected credit
losses
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
Other comprehensive income
Components of other comprehensive income
that will not be reclassified to profit or loss
8311
Actuarial (loss) gain on defined benefit plan
8320
Share of other comprehensive (loss) income of
associates and joint ventures accounted for
using equity method, components of other
comprehensive (loss) income that will not be
reclassified to profit or loss
8349
Income tax relating to components of other
comprehensive income (loss)
8310
Other comprehensive (loss) 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
8360
Other comprehensive income that will be
reclassified to profit or loss
8300
Other comprehensive (loss) income for the year
8500
Total comprehensive income for the year
Profit (loss) 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

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

~29~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

(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	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) 6(14) 6(14)	$ 472,539 - - - - - - - - $ 472,539 $ 472,539 - - - - - - - - $ 472,539	$ 142,878 - - - - - - 64 15,822 $ 158,764 $ 158,764 - - - - - - ( 1,802 ) ( 2 ) $ 156,960	$ 68,542 - - - 11,892 - - - - $ 80,434 $ 80,434 - - - 14,528 - - - - $ 94,962		$ 6,342 - - - - 1,002 - - - $ 7,344 $ 7,344 - - - - ( 3,198 ) - - - $ 4,146		$ 132,181 143,417 1,862 145,279 ( 11,892 ) ( 1,002 ) ( 106,029 ) - - $ 158,537 $ 158,537 172,965 ( 600 ) 172,365 ( 14,528 ) 3,198 ( 133,948 ) - - $ 185,624	($ 5,344 ) - 3,198 3,198 - - - - - ($ 2,146 ) ($ 2,146 ) - 203 203 - - - - - ($ 1,943 )		($ 2,000 ) - - - - - - - - ($ 2,000 ) ($ 2,000 ) - - - - - - - - ($ 2,000 )	$ 815,138 143,417 5,060 148,477 - - ( 106,029 ) 64 15,822 $ 873,472 $ 873,472 172,965 ( 397 ) 172,568 - - ( 133,948 ) ( 1,802 ) ( 2 ) $ 910,288	$ 3,740 ( 94 ) 27 ( 67 ) - - - - - $ 3,673 $ 3,673 49 ( 30 ) 19 - - - - - $ 3,692	$ 818,878 143,323 5,087 148,410 - - ( 106,029 ) 64 15,822 $ 877,145 $ 877,145 173,014 ( 427 ) 172,587 - - ( 133,948 ) ( 1,802 ) ( 2 ) $ 913,980

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

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ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile (profit) loss
(Reversal of) provision for expected credit loss impairment

Depreciation of property, plant and equipment

Depreciation of right-of-use asset

Amortisation

Interest income

Interest expense

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

Gains on disposal of investments

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
Provisions for liabilities - current
Non-current accrued pension liabilities
Cash inflow generated from operations
Interest received
Income tax paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets at amortised cost-current
Decrease in financial assets at amortised cost-current
Increase in investments using the equity method

Disposal of investments using the equity method

Dividends received
Acquisition of property, plant and equipment

Acquisition of intangible assets
Increase in refundable deposits (shown in other non-current
assets)
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of lease liability

Cash dividends paid

Unclaimed cash dividends paid

Donated by the shareholders

Net cash flows used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Year ended December 31
Notes
2023
2022
$ 195,679 $ 172,221
6(20) and 12(2)
(
3,427 )
5,143
6(7)(20)
2,153
2,765
6(8)(20)
16,805
16,915
6(20)
393
340
6(17)
(
17,222 ) (
5,881 )
6(8)
678
435
6(6)
(
18,560 ) (
27,191 )
6(19)
(
61,776 )
-
(
2,608 ) (
26 )
11,685
12,317
(
176 ) (
1,108 )
92
331
795 (
14,125 )
2,052
7,523
18,570
14,842
- (
264 )
19,032 (
11,876 )
314
-
5,242
11,448
(
4,891 )
2,628
(
16,526 ) (
1,007 )
148,304
185,430
15,732
4,957
(
35,240 ) (
18,329 )
128,796
172,058
(
393,500 ) (
308,061 )
308,489
272,593
6(6)
(
3,000 ) (
2,960 )
6(6)
71,942
-
20,929
12,378
6(7)
(
1,746 ) (
2,223 )
(
960 )
-
7
16
2,161 (
28,257 )
6(24)
(
17,261 ) (
16,594 )
6(15)
(
133,948 ) (
106,029 )
6(14)
(
2 )
-
6(14)
-
64
(
151,211 ) (
122,559 )
(
20,254 )
21,242
574,013
552,771
$ 553,759 $ 574,013

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

~31~

Attachment 3

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:

E605010 Computer Equipment Installation
F118010 Wholesale of Computer Software
F218010 Retail Sale of Computer Software
I301010 Information Software Services
I301020 Data Processing Services
I301030 Electronic Information Supply Services
F401010 International Trade
F601010 Intellectual Property Rights
IZ12010 Manpower Dispatched
F113030 Wholesale of Precision Instruments
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$1,156 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)

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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’ Meeting

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.

~33~

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:
Convention of shareholders’ meetings and implementing their resolutions.
Approval of operating plans.
Review of rules and regulations as well as important contracts.
Review of the purchase and disposal of the Company’s important property.
Appointment and dismissal of managerial officers and other important function holders.
Decision-making about the establishment, withdrawal, or change of business units and branches.
Review of budgets, final accounting, and business reports.
Formulation of earnings distribution.
Formulation of capital increase or decrease.
Decision-making about other important matters and the powers given by the Company Act and the 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.
Financial statements.
Earning distribution or loss reimbursement proposals.

~34~

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 also 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.
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 full-time employees of the Company and subsidiaries in which 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.

~35~

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. 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 19th 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.

~36~

Attachment 4

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 signin 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

~37~

without a resolution of the shareholders’ meeting.

		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 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

~38~

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.
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.

~39~

Attachment 5

Ares International Corporation Shareholding of Directors and Supervisors

				Book closure date: April 21, 2024	Book closure date: April 21, 2024	Book closure date: April 21, 2024	Book closure date: April 21, 2024
				Number of shares held		Number of shares held as recorded in the shareholder
Title	Name	Date of election	Term	when elected		register on the book closure date
				Number of shares held	Shareholding percentage	Number of shares held	Shareholding percentage
Chairperson	Hung-YangYu	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-Long Lin	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%	1,000,409	2.12%
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	-	-	-	-
Independent Director	Jiun-Ming Chen	2023/06/21	2 years	-	-	-	-
Total number of shares held by all directors				6,362,793	13.47%	5,876,793	12.44%

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 21, 2024), 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”.

~40~

AI assistant

ARES — AGM Information 2024

52107_rns_2024-07-05_8a0accc3-4dba-42c6-a52e-c88b9dd55754.pdf

Ares International Corporation

2024 Annual Shareholders’ Meeting

Meeting Handbook

Table of Contents

Ares International Corporation Meeting Procedure of the 2024 Annual Shareholders’ Meeting

Ares International Corporation Meeting Agenda of the 2024 Annual Shareholders’ Meeting

(III) Management presentation (company reports)

(IV) Matters to be ratified

Management Presentation (Company Reports)

I. The business report for 2023 is presented for review.

Ares International Corporation Audit Committee’s Audit Report

To

Matters to be Ratified

Ares International Corporation 2023 Earnings Distribution Statement

Extempore Motions Adjournment

Attachments

Attachment 1

Attachment 2

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

CPA Lin, Yi-Fan

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

ARES INTERNATIONAL CORP. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

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 13, 2024

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2023 AND 2022

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

Attachment 3

Ares International Corporation Articles of Incorporation

Chapter 1. General Rules

Chapter 2. Shares

Chapter 3. Shareholders’ Meeting

Chapter 5. Managerial Officers and Consultants

Chapter 6. Accounting

Chapter 7. Supplementary Provisions

Attachment 4

Ares International Corporation

Rules of Procedure for Shareholders’ Meetings

Attachment 5

Ares International Corporation Shareholding of Directors and Supervisors

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