ARES — AGM Information 2025

Jul 3, 2025

Stock Code: 2471

Ares International Corporation

2025 Annual Shareholders’ Meeting

Meeting Handbook

Date: June 19, 2025

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

Table of Contents

Chapter 1. Meeting Procedure ...................................................................................................................... 2 Chapter 2. Meeting Agenda .......................................................................................................................... 3 Chapter 3. Management Presentation (Company Reports) .......................................................................... 4 Chapter 4. Matters to be Ratified and Discussed and Elections ................................................................... 8 Chapter 5. Extempore Motions ................................................................................................................... 11

Attachments	Attachments
I.	2024 Independent Auditors’ Report and Financial Statements ........................................................ 12
II.	Comparison table of the “Operational Procedures for Loaning Funds to Others” and articles before
	and after amendments ...................................................................................................................... 33
III.	Comparison table of the “Operating Procedures for Endorsements and Guarantees” and articles
	before and after amendments ........................................................................................................... 40
IV.	Comparison table of the “Articles of Incorporation” and articles before and after amendments .... 45
V.	Information on the director (independent director) candidates is as follows: ................................. 51
VI.	Details on Directors and Their Representatives Subject to the Non-competent Restriction ........... 53
VII.	Rules of Procedure for Shareholders’ Meetings .............................................................................. 54
VIII.	Regulations for Election of Directors .............................................................................................. 57
IX.	Directors’ Shareholding ................................................................................................................... 59

~1~

Ares International Corporation Meeting Procedure of the 2025 Annual Shareholders’ Meeting

• I. Call the meeting to order

• II. Chairperson’s opening speech

• III. Management Presentation (Company Reports)

• IV. Matters to be Ratified and Discussed and Elections

• V. Extempore Motions

• VI. Adjournment

~2~

Ares International Corporation Meeting Agenda of the 2025 Annual Shareholders’ Meeting

Time: June 19, 2025 (Thursday) 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)

1. Business report for 2024

2. Audit Committee’s audit report for 2024.

3. Report on the distribution of remuneration to employees and directors from earnings in 2024.

(IV) Matters to be ratified and discussed and elections

1. Business report and financial statements for 2024.

2. Proposal for the distribution of earnings for 2024.

3. Proposal for partial amendment of the “Operating Procedures for Loaning of Funds to Others.”

4. Proposal for the partial amendment of the “Operating Procedures for Endorsements and Guarantees.”

5. Proposal for the partial amendment of the “Articles of Incorporation.”

6. Election of directors.

7. Proposal for the lifting of the non-compete restriction on new directors and their representatives.

8. (V) Extempore Motions

(VI) Adjournment

~3~

Management Presentation (Company Reports)

• I. The business report for 2024 is presented for review.

Founded 45 years ago, Ares International Corporation has adhered to the management philosophies of “integrity”, “service”, “quality”, and “innovation”, fulfilled its promise to customers, and maintained the Company’s reputation as a service provider, with the goal of sustaining business growth and seek maximizing shareholders’ interests.

In the new year, in response to the international trade war that began after Trump took office and the supply chain restructuring that followed, 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 strengthen expansion 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), Computer Integrated Manufacturing Execution System (ciMes), and ERP integrated services. We will also incorporate AI elements into our products for various development applications. In addition, we also integrate IoT (Internet of Things) solutions of vendors to accelerate the promotion of smart manufacturing innovative applications.

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. In addition to enhancing the R&D and sales of our own product, ARES PP, we will also strengthen the breadth of our distributor products, such as KnowBe4, an information security awareness training product, and the well-known endpoint protection software Comodo. Ares will strive to meet customers’ various information security needs in a stepwise manner through in-depth and wide-ranging promotion strategies, providing one-stop comprehensive services.

In addition, to meet the ESG (Environmental, Social, and Governance) requirements, sustainable time frame planning, and other regulatory requirements, the Company has taken a proactive approach to implementing and writing a sustainability report. Through implementing experience internally, we are dedicated to exploring the needs of enterprises in terms of the overall energy conservation and carbon reduction software applications.

For banking applications, financial institutions’ ongoing investment in anti-money laundering and KYC compliance has resulted in significant demand for relevant applications from large transnational corporations. In addition, in response to the demand for high-tech embargo control derived from international sanctions, KYC and generative AI are also used to create new solutions. This shows that Ares can offer customers onestop comprehensive banking solutions through the expansion of its experience to boost growth and profits.

~4~

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: Qing-Long Lin

Chief Accountant: Cuei-Ying Wang

~5~

II. The Audit Committee’ audit report for 2024 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 2024 (January 1, 2024 to December 31, 2024) 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 2024, 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 2025 Annual Shareholders’ Meeting

Convener of the Audit Committee: Ming-Da Huang

March 12, 2025

~6~

• III. The report on the distribution of remuneration to employees and directors from earnings in 2024 is presented for review.

Description:

1. The remuneration of the employees and directors for 2024 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.

2. The distribution of remuneration to the Company’s employees and directors for 2024 is shown below. The remuneration has been distributed in cash in whole.

Ares International Corporation

Remuneration of Employees and Directors for 2024

Ares International Corporation Remuneration of Employees and Directors for 2024	Ares International Corporation Remuneration of Employees and Directors for 2024
Unit: NT$
Employee remuneration	19,487,017
Director remuneration	6,495,672

~7~

Matters to be Ratified and Discussed and Elections

Motion 1 Proposed by the Board of Directors

Proposal: The business report and financial statements for 2024 are presented for ratification.

• Description: 1. The Company’s (consolidated and parent-only) financial statements for 2024 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 4 to Page 5 and Page 12 to Page 32 in Attachment 1 of the Handbook.

Resolution:

• Motion 2 Proposed by the Board of Directors

• Proposal: The proposal for the distribution of earnings for 2024 is presented for ratification.

• Description: 1. The Company’s earnings distribution statement for 2024 was approved by the Board of Directors on March 12, 2025.

• The Company’s distribution of earnings for 2024 is detailed in the following statement.

Ares International Corporation

2024 Earnings Distribution Statement

	Unit: NT$
**Item **	Amount
Opening undistributed earnings	13,258,022
Plus:Adjustment toretained earningsin 2024	4,291,470
Plus: Profits after tax in 2024	157,380,003
Less:10% set aside aslegal reserves	(16,167,147)
Less: Provision for special reserve	(942,916)
Distributable earnings	157,819,432
Distribution item:
Shareholder bonus (a cash dividend of NT$3.05924888 per share)	144,561,410
Closing undistributed earnings	13,258,022

~8~

Note:

1. If the dividend payout ratio must be adjusted as a result of the change in the share capital that has influenced the number of the Company’s outstanding shares, the annual shareholders’ meeting shall be requested to authorize the Chairperson with full power to handle this matter.

2. The amount of the cash dividend is calculated proportionally and truncated to the nearest whole NT dollar. Fractional amounts of less than NT$1 are summed up and allocated based on the size of decimals in descending order and the account number in sequential order until the total amount of the cash dividend is allocated. After the annual shareholders’ meeting, the Chairperson is authorized to set the record date for the dividend payout.

3. The earnings distributed shall be allocated from the earnings in 2024 as the first priority.

Chairperson: Hung-Yang Yu

President: Qing-Long Lin Chief Accountant: Cuei-Ying Wang

Resolution:

Motion 3

Proposed by the Board of Directors

• Proposal: Proposal of amending some provisions of the Company’s “Operational Procedures for Loaning Funds to Others,” presented for discussion.

• Description: 1. The “Operational Procedures for Loaning Funds to Others” are to be amended in accordance with Letter Jin-Guan-Zheng-Shen-Zi No. 1080304826 issued by the Financial Supervisory Commission on March 7, 2019.

• For the comparison table of the “Operational Procedures for Loaning Funds to Others” before and after amendments, please refer to p.33, Attachment 2.

Resolution:

Motion 4

Proposed by the Board of Directors

• Proposal: Approved the proposal for the partial amendment of the “Operating Procedures for Endorsements and Guarantees,” presented for discussion.

• Description: 1. The “Operating Procedures for Endorsements and Guarantees” are to be amended in accordance with Letter Jin-Guan-Zheng-Shen-Zi No. 1080304826 issued by the Financial Supervisory Commission on March 7, 2019.

• For the comparison table of the “Operating Procedures for Endorsements and Guarantees” before and after amendments, please refer to p.40, Attachment 3.

Resolution:

~9~

Motion 5

Proposed by the Board of Directors

• Proposal: Proposal for the partial amendment of the “Articles of Incorporation,” presented for discussion.

• Description: 1. The “Articles of Incorporation” are to be amended in accordance with Letter Jin-Guan-Zheng-Fa-Zi No. 1130385442 issued by the Financial Supervisory Commission on November 8, 2024.

• For the comparison table of the “Articles of Incorporation” before and after amendments, please refer to p.45, Attachment 4.

Resolution:

Motion 6 Proposed by the Board of Directors

Proposal: The proposal for the election of directors, presented for election.

• Description: 1. The term of office of the incumbent directors of the Company will expire on June 22, 2025, and they will be re-elected at this annual general meeting in accordance with the law.

• In order to accommodate the establishment of the Audit Committee and in accordance with Article 15 of the Company’s Articles of Incorporation, nine directors are to be elected at this shareholders’ meeting, four of whom are independent directors. For the election, the candidate nomination system is adopted, and the term of office is three years.

• The newly elected director shall serve for a term of office commencing on June 19, 2025 and ending on June 18, 2028. The original directors shall hold office until the conclusion of the current shareholders’ meeting.

• The election shall be conducted in accordance with the Company’s “Regulations Governing Election of Directors”.

• For the information on the director (independent director) candidates, please refer to p.51, Attachment 5.

Election result:

~10~

Motion 7

Proposed by the Board of Directors

• Proposal: Proposal for the lifting of the non-compete restriction on new directors and their representatives, presented for discussion.

• Description: 1. According to Article 209 of the Company Act: “A director who does anything for himself or on behalf of another person that is within the scope of the company’s business shall explain to the shareholders’ meeting the essential contents of such an act and secure its approval,” a proposal to lift the non-compete restriction on the directors and their representatives elected at the shareholders’ meeting is presented to the shareholders’ meeting in order to draw support from their expertise and related experience.

• For details on the new directors and their representatives subject to the noncompete restriction, please refer to page 58, Attachment 6 of the Handbook.

Resolution:

Extempore Motions

Adjournment

~11~

Attachments

Attachment 1

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, 2024 and 2023, 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, 2024 and 2023, 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 2024 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2024 parent company only financial statements are stated as follows:

~12~

Service revenue recognition

Description

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

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

How our audit addressed the matter

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

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

• B. Obtained a summary of service revenue and performed the following procedures on contracts which could not be reasonably estimated:

• (a) Service contracts accepted by clients during the year:

  • ⚫ Sampled and checked the certificate of client acceptance confirmation.

  • ⚫ Verified the total contract price.

  • ⚫ Ascertained whether the date on the certificate of acceptance was consistent with the timing of the recognition of service revenue and the appropriate accounting entry was made.

• (b) Service contracts which have not been accepted by the client during the year:

  • ⚫ Reconciled the amount of input costs with service revenue recognition.

  • ⚫ Sampled and checked the consistency between the input costs and original documents.

Other matter – Reference to the audits of other auditors

We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$119,856 thousand and NT$113,787 thousand, constituting 8.37% and 7.88% of the total assets as at December 31, 2024 and 2023, respectively, and the comprehensive income recognised from associates and joint ventures accounted for under the equity method amounted to NT$22,678 thousand and NT$19,950 thousand, constituting 14.11% and 11.56% 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

~13~

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:

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

2. 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.

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

4. 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.

5. 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.

6. 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.

~14~

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.

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

For and on behalf of PricewaterhouseCoopers, Taiwan March 12, 2025

---

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.

~15~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Assets	Notes 6(1) 6(2) and 8 6(16) 6(3) 6(3) 7 7 6(4) 8 6(6) 6(7) 6(8) 6(22) 8	December 31, 2024 AMOUNT % $ 580,214 41 273,510 19 143,450 10 - - 72,139 5 536 - 3,274 - - - 34,265 3 61,846 4 1,169,234 82 170,083 12 52,709 4 8,124 - 459 - 21,296 1 9,620 1 262,291 18 $ 1,431,525 100	December 31, 2023	December 31, 2023
		AMOUNT $ 580,214 273,510 143,450 - 72,139 536 3,274 - 34,265 61,846 1,169,234 170,083 52,709 8,124 459 21,296 9,620 262,291 $ 1,431,525	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	%
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				37 27 9 - 5 - - - 3 3
				84
				12 - 1 - 2 1
				16
				100

(Continued)

~16~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	Notes 6(16) 6(9) 7 6(10) 7 6(12) 6(11) 6(13) 6(14) 6(15) 9 11	December 31, 2024 AMOUNT % $ 183,191 13 73,396 5 10,571 1 141,219 10 57 - 11,428 1 1,039 - 4,722 - 425,623 30 3,508 - 82,866 6 86,374 6 511,997 36 472,539 33 160,803 11 112,199 8 3,943 - 174,930 12 ( 4,886) - 919,528 64 $ 1,431,525 100	December 31, 2023	December 31, 2023
		AMOUNT $ 183,191 73,396 10,571 141,219 57 11,428 1,039 4,722 425,623 3,508 82,866 86,374 511,997 472,539 160,803 112,199 3,943 174,930 ( 4,886) 919,528 $ 1,431,525	AMOUNT $ 160,837 69,487 8,165 146,662 - 16,678 2,740 14,552 419,121 1,716 113,049 114,765 533,886 472,539 156,960 94,962 4,146 185,624 ( 3,943) 910,288 $ 1,444,174	%
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				11 5 1 10 - 1 - 1
				29
				- 8
				8
				37
				33 10 7 - 13 -
				63
				100

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

~17~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Items

Year ended December 31 2024 2023 Notes AMOUNT % AMOUNT % 6(16) and 7 $ 856,218 100 $ 821,052 100 6(20)(21) and 7 ( 528,388 ) ( 62)( 505,251) ( 62 ) 327,830 38 315,801 38 6(20)(21) and 7 ( 66,635 ) ( 8) ( 67,557) ( 8 ) ( 66,281 ) ( 8) ( 63,823) ( 8 ) ( 75,336 ) ( 9) ( 86,298) ( 10 ) 12(2) ( 5,287 ) - 2,278 - ( 213,539 ) ( 25)( 215,400) ( 26 ) 114,291 13 100,401 12 6(17) 19,652 3 17,091 2 6(18) and 7 1,294 - 1,024 - 6(19) 36,370 4 58,424 7 6(8) ( 352 ) - ( 593) - 6(6) 19,285 2 19,297 3 76,249 9 95,243 12 190,540 22 195,644 24 6(22) ( 33,160 ) ( 4)( 22,679) ( 3 ) $ 157,380 18 $ 172,965 21 6(11) $ 5,387 1 ($ 733) - 6(6) ( 19 ) - ( 13) - 6(22) ( 1,077 ) - 146 - 4,291 1 ( 600) - ( 1,178 ) - 253 - 6(22) 235 - ( 50) - ( 943 ) - 203 - $ 3,348 1 ($ 397) - $ 160,728 19 $ 172,568 21 6(23) $ 3.33 $ 3.66 $ 3.29 $ 3.63

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 (Provision for) reversal of 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.

~18~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

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 Year ended December 31, 2024 Balance at January 1, 2024 Profit for the year Other comprehensive income (loss) Total comprehensive income Appropriations of 2023 earnings Legal reserve Special reserve Cash dividends Disposal of investment using the equity method Other Balance at December 31, 2024	Notes		Commonstock		Capitalsurplus				RetainedEarnings			Otherequityinterest	Otherequityinterest		Totalequity
							Legal reserve		Special reserve		Unappropriated retained earnings	Financial statements translation differences of foreignoperations	Unrealised losses from financial assets measured at fair value through other comprehensive income
	6(15) 6(14) 6(14) 6(15) 6(14) 6(14)		$ 472,539 - - - - - - - - $ 472,539 $ 472,539 - - - - - - - - $ 472,539	$ 158,764 - - - - - - ( 1,802 ) ( 2 ) $ 156,960 $ 156,960 - - - - - - 3,746 97 $ 160,803			$ 80,434 - - - 14,528 - - - - $ 94,962 $ 94,962 - - - 17,237 - - - - $ 112,199	$ 7,344 - - - - ( 3,198 ) - - - $ 4,146 $ 4,146 - - - - ( 203 ) - - - $ 3,943		$ 158,537 172,965 ( 600 ) 172,365 ( 14,528 ) 3,198 ( 133,948 ) - - $ 185,624 $ 185,624 157,380 4,291 161,671 ( 17,237 ) 203 ( 155,331 ) - - $ 174,930		($ 2,146 ) - 203 203 - - - - - ($ 1,943 ) ($ 1,943 ) - ( 943 ) ( 943 ) - - - - - ($ 2,886 )	($ 2,000 ) - - - - - - - - ($ 2,000 ) ($ 2,000 ) - - - - - - - - ($ 2,000 )	$ 873,472 172,965 ( 397 ) 172,568 - - ( 133,948 ) ( 1,802 ) ( 2 ) $ 910,288 $ 910,288 157,380 3,348 160,728 - - ( 155,331 ) 3,746 97 $ 919,528

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

~19~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile (profit) loss Provision for (reversal of) 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 Gain on disposal of property, plant and equipment 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 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 2024 2023 $ 190,540 $ 195,644 6(20) and 12(2) 5,287 ( 2,278 ) 6(7)(20) 2,246 2,011 6(8)(20) 15,971 15,110 6(20) 429 393 6(17) ( 19,652 ) ( 17,091 ) 6(8) 352 593 6(19) ( 2,957 ) ( 61,776 ) 6(6) ( 19,285 ) ( 19,297 ) 6(19) ( 1,343 ) - 237 ( 211 ) ( 24,273 ) 4,918 946 ( 374 ) 70 174 1 66 3,729 1,113 ( 11,940 ) ( 1,144 ) 22,354 19,150 3,909 19,032 2,406 3,699 ( 6,279 ) 8,379 57 ( 12 ) ( 1,701 ) ( 4,891 ) - ( 512 ) ( 24,796) ( 16,526) 136,308 146,170 20,030 15,602 ( 28,961) ( 35,240) 127,377 126,532

(Continued)

~20~

ARES INTERNATIONAL CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

(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 Proceeds from disposals of property, plant and equipment Acquisition of intangible assets Increase in refundable deposits Net cash flows from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Payment of lease liability Cash dividends paid Other financing activities Net cash flows used in financing activities Net increase (decrease) 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 2024 2023 ( $ 270,498 ) ( $ 393,500 ) 393,695 308,489 6(6) - ( 3,000 ) 6(6) 2,991 71,942 6(6) 19,427 26,153 6(7) ( 50,957 ) ( 1,746 ) 1,343 - ( 120 ) ( 960 ) ( 2,308) - 93,573 7,378 6(24) ( 16,450 ) ( 15,534 ) 6(15) ( 155,331 ) ( 133,948 ) 6(14) 97( 2) ( 171,684) ( 149,484) 49,266 ( 15,574 ) 530,948 546,522 $ 580,214 $ 530,948

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

~21~

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, 2024 and 2023, 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, 2024 and 2023, 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.

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 2024 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 2024 consolidated financial statements are stated as follows:

~22~

Service revenue recognition

Description

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

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

How our audit addressed the matter

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

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

• B. Obtained a summary of service revenue and performed the following audit procedures on contracts which could not be reasonably estimated:

• (a) Service contracts accepted by the client during the year:

  • Sampled and checked the certificate of client acceptance confirmation.

  • Verified the total contract price.

  • Ascertained whether the date on the certificate of acceptance was consistent with the timing of the recognition of service revenue and the appropriate accounting entry was made.

• (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.

~23~

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$119,856 thousand and NT$113,787 thousand, constituting 8.28% and 7.80% of the total assets as at December 31, 2024 and 2023, respectively, and the comprehensive income recognised from associates and joint ventures accounted for under the equity method amounted to NT$22,678 thousand and NT$19,950 thousand, constituting 14.10% and 11.56% 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, 2024 and 2023.

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

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

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

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

Auditors’ responsibilities for the audit of the consolidated financial statements

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:

1. 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

~24~

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.

1. 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.

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

3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

4. 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.

5. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

For and on behalf of PricewaterhouseCoopers, Taiwan March 12, 2025

----------------------------------------------------------------------------------------------------------------------------- -- The accompanying consolidated financial statements are not intended to present the financial position and results of

~25~

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

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

~26~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Assets	Notes 6(1) 6(2) and 8 6(16) 6(3) 6(3) 7 6(4) and 7 8 6(6) 6(7) 6(8) 6(22) 8	December 31, 2024 AMOUNT % $ 600,361 42 273,510 19 158,316 11 - - 74,966 5 536 - 3,492 - 38,583 3 61,846 4 1,211,610 84 139,097 9 53,898 4 11,131 1 459 - 21,504 1 10,197 1 236,286 16 $ 1,447,896 100	December 31, 2023	December 31, 2023
		AMOUNT $ 600,361 273,510 158,316 - 74,966 536 3,492 38,583 61,846 1,211,610 139,097 53,898 11,131 459 21,504 10,197 236,286 $ 1,447,896	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	%
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				38 27 10 - 5 - - 3 4
				87
				9 - 1 - 2 1
				13
				100

(Continued)

~27~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	Notes 6(16) 6(9) 7 6(10) 6(12) 6(11) 6(13) 6(14) 6(15) 9 11	December 31, 2024 AMOUNT % $ 198,340 14 73,454 5 148 - 145,742 10 11,428 1 1,039 - 6,243 - 436,394 30 5,278 - 82,866 6 88,144 6 524,538 36 472,539 33 160,803 11 112,199 8 3,943 - 174,930 12 ( 4,886) - 919,528 64 3,830 - 923,358 64 $ 1,447,896 100	December 31, 2023	December 31, 2023
		AMOUNT $ 198,340 73,454 148 145,742 11,428 1,039 6,243 436,394 5,278 82,866 88,144 524,538 472,539 160,803 112,199 3,943 174,930 ( 4,886) 919,528 3,830 923,358 $ 1,447,896	AMOUNT $ 175,267 69,487 314 151,306 16,678 2,740 14,939 430,731 1,716 113,049 114,765 545,496 472,539 156,960 94,962 4,146 185,624 ( 3,943) 910,288 3,692 913,980 $ 1,459,476	%
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				12 5 - 10 1 - 1
				29
				- 8
				8
				37
				33 10 7 - 13 -
				63 -
				63
				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, 2024 AND 2023

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

Items

Year ended December 31 2024 2023 Notes AMOUNT % AMOUNT % 6(16) and 7 $ 877,673 100 $ 841,834 100 6(20)(21) and 7 ( 525,254 )( 60) ( 498,045) ( 59 ) 352,419 40 343,789 41 6(20)(21) and 7 ( 71,655 ) ( 8) ( 72,084) ( 8 ) ( 69,720 ) ( 8) ( 67,226) ( 8 ) ( 95,935 ) ( 11) ( 106,416) ( 13 ) 12(2) ( 4,845 ) - 3,427 - ( 242,155 )( 27) ( 242,299) ( 29 ) 110,264 13 101,490 12 6(17) 19,691 2 17,222 2 6(18) 3,522 1 820 - 6(19) 36,499 4 58,265 7 6(8) ( 569 ) - ( 678) - 6(6) 21,017 2 18,560 2 80,160 9 94,189 11 190,424 22 195,679 23 6(22) ( 33,116 )( 4) ( 22,665) ( 2 ) $ 157,308 18 $ 173,014 21

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 (Provision for) reversal of 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 period

(Continued)

~29~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2024 AND 2023

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

Items	Year ended December 31 2024 2023 Notes AMOUNT % AMOUNT 6(11) $ 5,387 - ($ 733) 6(6) ( 19 ) - ( 13) 6(22) ( 1,077 ) - 146 4,291 - ( 600) ( 968 ) - 223 6(22) 235 - ( 50) ( 733 ) - 173 $ 3,558 - ($ 427) $ 160,866 18 $ 172,587 $ 157,380 18 $ 172,965 ( 72 ) - 49 $ 157,308 18 $ 173,014 $ 160,728 18 $ 172,568 138 - 19 $ 160,866 18 $ 172,587 6(23) $ 3.33 $ $ 3.29 $	Year ended December 31	Year ended December 31	Year ended December 31
		2024	2023 % AMOUNT - ($ 733) - ( 13) - 146 - ( 600) - 223 - ( 50) - 173 - ($ 427) 18 $ 172,587 18 $ 172,965 - 49 18 $ 173,014 18 $ 172,568 - 19 18 $ 172,587 3.33 $ 3.29 $	2023
					%
Other comprehensive income 8311 Actuarial gain (loss) 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 (loss) income 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 income for the year 8500 Total comprehensive income for the year Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interest Total comprehensive income (loss) attributable to: 8710 Owners of the parent 8720 Non-controlling interest Earnings per share (in dollars) 9750 Basic 9850 Diluted					- - -
					-
					- -
					-
					-
					21
					21 -
					21
					21 -
					21
					3.66
		$		$	3.63

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

~30~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Year ended December 31, 2023 Balance at January 1, 2023 Profit for the year Other comprehensive (loss) income for the year 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 Year ended December 31, 2024 Balance at January 1, 2024 Profit (loss) for the year Other comprehensive (loss) income for the year Total comprehensive income Appropriations of 2023 earnings Legal reserve Special reserve Cash dividends Change in equity of associates in portion to the Group's Other Balance at December 31, 2024	Notes					Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent			Non-controlling interest		Totalequity
		Commonstock		Capitalsurplus		RetainedEarnings			Otherequityinterest			Total
						Legal reserve	Special reserve	Unappropriated retained earnings	Financial statements translation differences of foreign operations	Unrealised gains (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	$ 158,764 - - - - - - ( 1,802 ) ( 2 ) $ 156,960 $ 156,960 - - - - - - 3,746 97 $ 160,803		$ 80,434 - - - 14,528 - - - - $ 94,962 $ 94,962 - - - 17,237 - - - - $ 112,199	$ 7,344 - - - - ( 3,198 ) - - - $ 4,146 $ 4,146 - - - - ( 203 ) - - - $ 3,943	$ 158,537 172,965 ( 600 ) 172,365 ( 14,528 ) 3,198 ( 133,948 ) - - $ 185,624 $ 185,624 157,380 4,291 161,671 ( 17,237 ) 203 ( 155,331 ) - - $ 174,930	($ 2,146 ) - 203 203 - - - - - ($ 1,943 ) ($ 1,943 ) - ( 943 ) ( 943 ) - - - - - ($ 2,886 )	($ 2,000 ) - - - - - - - - ($ 2,000 ) ($ 2,000 ) - - - - - - - - ($ 2,000 )	$ 873,472 172,965 ( 397 ) 172,568 - - ( 133,948 ) ( 1,802 ) ( 2 ) $ 910,288 $ 910,288 157,380 3,348 160,728 - - ( 155,331 ) 3,746 97 $ 919,528		$ 3,673 49 ( 30 ) 19 - - - - - $ 3,692 $ 3,692 ( 72 ) 210 138 - - - - - $ 3,830	$ 877,145 173,014 ( 427 ) 172,587 - - ( 133,948 ) ( 1,802 ) ( 2 ) $ 913,980 $ 913,980 157,308 3,558 160,866 - - ( 155,331 ) 3,746 97 $ 923,358

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

~31~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile (profit) loss Provision for (reversal of) 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 Gain on disposal of property, plant and equipment 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 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 Proceeds from disposals of property, plant and equipment Acquisition of intangible assets (Increase) decrease in refundable deposits (shown in other non-current assets) Net cash flows from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Payment of lease liability Cash dividends paid Other financing activities Net cash flows used in financing activities Net increase (decrease) 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 2024 2023 $ 190,424 $ 195,679 6(20) and 12(2) 4,845 ( 3,427 ) 6(7)(20) 2,502 2,153 6(8)(20) 17,249 16,805 6(20) 429 393 6(17) ( 19,691 ) ( 17,222 ) 6(8) 569 678 6(6) ( 21,017 ) ( 18,560 ) 6(19) ( 1,343 ) - 6(19) ( 2,957 ) ( 61,776 ) - ( 2,608 ) ( 21,916 ) 11,685 748 ( 176 ) ( 27 ) 92 3,005 795 ( 11,417 ) 2,052 23,073 18,570 3,967 19,032 ( 166 ) 314 ( 5,564 ) 5,242 ( 1,701 ) ( 4,891 ) ( 24,796) ( 16,526) 136,216 148,304 20,068 15,732 ( 28,961) ( 35,240) 127,323 128,796 ( 270,498 ) ( 393,500 ) 393,695 308,489 6(6) - ( 3,000 ) 6(6) 2,991 71,942 19,427 20,929 6(7) ( 52,083 ) ( 1,746 ) 1,343 - ( 120 ) ( 960 ) ( 2,562) 7 92,193 2,161 6(24) ( 17,680 ) ( 17,261 ) 6(15) ( 155,331 ) ( 133,948 ) 6(14) 97( 2 ) ( 172,914) ( 151,211) 46,602 ( 20,254 ) 553,759 574,013 $ 600,361$ 553,759

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

~32~

Attachment 2

Ares International Corporation

For the comparison table of the “Operational Procedures for Loaning Funds to Others” before and after amendments

Provisions after amendment	Provisions before amendment	Reason for amendment
Article 8: Matters needing attention when loaning funds to others I - III... (omitted) IV. The Company’s internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. Each member of the Audit Committee ~~supervisor~~shall be notified in writing of any material irregularities found. 5. If a change in the Company’s circumstances results in a borrower not conforming to these Procedures or in a balance exceeding the limit, the audit unit shall supervise the finance unit to establish a time frame for recovering the funds. The improvement plan shall be sent to eachmember of the Audit Committee ~~supervisor~~and the improvement shall be completed in accordance with the planned schedule. VI... (omitted)	Article 8: Matters needing attention when loaning funds to others I - III... (omitted) IV. The Company’s internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. Each supervisor shall be immediately notified in writing of any material irregularities found. 5. If a change in the Company’s circumstances results in a borrower not conforming to these Procedures or having a balance that exceeds the limit, the audit unit shall supervise the finance unit to establish a time limit for recovering the funds. The improvement plan shall be sent to each supervisor, and the improvements shall be completed in accordance with the planned schedule. VI... (Omitted)	Amended in accordance with Letter Jin-Guan- Zheng-Shen-Zi No. 1080304826 dated 2019.03.07

~33~

Article 9: Procedures for Controlling and Managing Loans of Funds to Others by Subsidiaries I - II... (omitted) III. The internal auditors of the subsidiary shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. The Company’s audit unit shall be immediately notified in writing of any material irregularities found. The Company’s audit unit shall submit the written information toeach ~~supervisor~~ member of the Audit Committee. IV... (omitted)	Article 9: Procedures for Controlling and Managing Loans of Funds to Others by Subsidiaries I - II... (omitted) III. The internal auditors of the subsidiaries shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the audit unit of the Company. The Company’s audit unit shall promptly notify the audit committee in writing of any material violation found. IV... (omitted)	Amended in accordance with Letter Jin-Guan- Zheng-Shen-Zi No. 1080304826 dated 2019.03.07
Article 10: Information disclosure I - IV... (omitted) The “date of occurrence” as used in these Procedures means the date of~~transaction~~contract signing, date of payment, dates of resolutions adopted by the Board of Directors, or other date that can confirm the~~transaction~~ loaning of fundscounterpart and~~transaction~~ amount, whichever date is earlier.	Article 10: Information disclosure I - IV... (omitted) The “date of occurrence” as used in these Procedures means the date of transaction contract signing, date of payment, dates of resolutions adopted by the Board of Directors, or other date that can confirm the counterpart and transaction amount, whichever date is earlier.	Amended in accordance with Letter Jin-Guan- Zheng-Shen-Zi No. 1080304826 dated 2019.03.07

~34~

Article 12:	Implementation and amendment After these Procedures have been approved by theAudit Committee andthe Board of Directors they shall be~~sent to~~ ~~each supervisor~~for approva~~l prior~~ ~~t iltti If dit~~	Article 12: Implementation and amendment After these Procedures have been approved by the Board of Directors they shall be sent to each supervisor for approval prior to implementation. If any director expresses a dissenting opinion and there is a record or written statement, the Company shall send the dissenting opinion to each supervisor and submit it to the shareholders’ meeting for discussion. The same applies to amendments. If the Company has appointed independent directors, when these Procedures are submitted to the Board for discussion in accordance with the preceding paragraph, the opinions of the Independent Directors shall be taken into full consideration. Independent directors’ opinions specifically expressing assent or dissent and their reasons for dissent shall be recorded in the minutes of the Board meeting.	Amended in accordance with Letter Jin-Guan- Zheng-Shen-Zi No. 1080304826 dated 2019.03.07
	~~o mpemenaon~~.~~any recor~~ ~~diti ii d~~
	~~expresses a ssenng opnon an~~ ~~there is a record or written~~ ~~ttt th C hll d~~
	~~saemen, e ompany sa sen~~ ~~the dissenting opinion to each~~ ~~supervisor and send it to the~~ ~~shareholders’ meeting for~~ ~~discussion. T~~he same applies to amendments. If the amendments in the preceding paragraph are not approved by more than one-half of the members of the Audit Committee, they may be approved by more than two- thirds of all the directors, and the resolutions of the Audit Committee shall be recorded in the minutes of the Board meeting. All Audit Committee members and directors shall be counted as those who are actually in office. ~~If the Company has appointed~~ ~~independent directors,~~when these Procedures are submitted to the Board for discussion~~in~~ ~~accordance with the preceding~~ ~~paragraph,~~the opinions of the Independent Directors shall be taken into full consideration.If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting. If a director expresses a dissenting opinion and there is a record or written statement, the Company shall send the dissenting opinion to each audit committee member and to the shareholders’ meeting for discussion ~~and include in the~~ ~~minutes of the board meeting the~~ ~~specific opinions of him or her~~ ~~expressing consent or objection~~ ~~and the reasons for objection~~.

~35~

Ares International Corporation

Operational Procedures for Loaning Funds to Others

(Amended on 2016.6.22)

Article 1:

Purpose

Any loan to other companies (hereinafter referred to as the “borrower”) due to business needs shall be conducted in accordance with these Procedures. Matters not provided for in these Procedures shall be subject to the relevant laws and regulations.

Article 2:

The total amount of loans and the limit of each borrower

• I. In accordance with the Company Act, the Company shall not loan funds to any of its shareholders or any other person except under the following circumstances:

• Companies or firms that have business dealings with the Company; “business dealings” as referred to above means those who have purchases or sales with the Company.

• Companies or firms with the need for short-term financing; the amount of financing refers to the cumulative balance of the Company’s short-term financing and may not exceed 40% of the net worth of the enterprise. The term “short-term” as referred to above means a period of one year or one business cycle (whichever is longer).

• When the overseas company in which the Company holds, directly or indirectly 100% of the voting shares, requires funds to be loaned, the total amount of funds shall not exceed 20% of the net worth of the company. The loan amount shall not exceed 20% of the Company’s net worth. The financing period shall not exceed one year or one business cycle. The interest rate and accrual of interest may be interest-free and without the need to provide collateral.

• II. Total amount of loans and the limit of each borrower

• When loaning funds to companies or firms with whom the Company has business dealings, the total amount of the loan shall not exceed 20% of the Company. The limit of each borrower is limited to the amount of business transactions between both parties. The “business transaction amount” refers to the higher of purchases or sales between the two parties

• When a short-term financing facility of a company or firm is necessary, the aggregate amount of the loan shall not exceed 20 percent of the Company’s net worth. The amount loaned to a single borrower may not exceed 10 percent of the Company’s net worth.

“Net worth” as used herein means the balance sheet equity attributable to owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 3: Duration of loans and calculation of interest

• I. The duration of each loan shall not exceed one year or one operating cycle (whichever is longer) in principle and may not be extended.

• II. The interest on loaned funds is calculated on a daily basis. The sum of the daily loan balance (i.e. the total product) is first multiplied by the annual interest rate, and then divided by 365 to obtain the interest amount. In principle, the annual interest rate shall not be lower than the Company’s average bank short-term borrowing rate.

• III. Unless there are special regulations for the calculation and collection of loan interest, interest shall be paid on a monthly basis, and the borrower shall be notified to make the interest payment on time one week before the agreed payment date.

Article 4: Review procedures

• I. Application procedures

• The borrower shall provide basic information and financial information, fill in the application form describing the purpose of the funds, the period and amount of the loan, and send it to the financial unit of the Company.

• If the loaning of funds is due to business transactions, the person in charge of the financial unit of the Company shall assess whether the amount of the loan is equivalent to the amount of the business transaction. If it is necessary for short-term financing, the reasons and circumstances of the loans shall be listed, a credit investigation shall be conducted, and the relevant information and proposed loan terms shall be submitted to the head of the financial unit and the general manager, and then to the Board of Directors for approval.

~36~

For subsidiaries in which the Company holds 50% or more of the shares, a resolution shall be submitted to the Board of Directors, and the chairperson may be authorized to appropriate the loan in installments or on a revolving basis over a period not to exceed one year within a certain limit resolved by the Board of Directors to the same borrower.

1. If the Company has appointed independent directors, when loaning of funds to others, the opinions of the Independent Directors shall be taken into full consideration. Independent Directors’ opinions specifically expressing assent or dissent and their reasons for dissent shall be recorded in the minutes of the Board meeting.

2. II. Credit investigation

3. For first-time borrowers, the borrower shall provide basic information and financial information to facilitate the credit check.

4. In the case of a loan renewal, in principle, the credit investigation shall be conducted again when the loan renewal is proposed. In the case of a major or emergency event, the credit investigation may be conducted at any time depending on the actual needs.

5. If the borrower is in good financial condition and the annual financial statements have been certified by a certified public accountant for financing purposes, the credit check report that is less than one year old may be used, together with the CPA’s audit and certification report for the same period, as a reference for lending.

6. When the Company conducts a credit check on the borrower, it shall also assess the impact of loaning of funds on the Company’s operational risks, financial condition and shareholders’ equity.

7. III. Loan approval and notification

8. After credit investigation and evaluation, if the Board of Directors decides not to make a loan, they shall reply to the borrower with the reasons for decline as soon as possible.

9. After the credit check and evaluation, if the Board of Directors approves the loan, the personnel in charge shall inform the borrower in writing as soon as possible and explain in detail the Company’s loan terms, including the limit, term, interest rate, collateral and guarantor, for signing the contract.

10. IV. Contract signing

11. For loan cases, the personnel in charge shall draft the terms and conditions of the contract, have them reviewed by the supervisor, and then sent to the legal counsel for approval before signing the contract.

12. The content of the contract should be consistent with the approved borrowing conditions. After the borrower and the joint guarantor have signed and sealed the contract, the personnel in charge should have the confirmation procedures completed.

13. V. Collateral valuation and rights setting

If there is any collateral in the loan case, the borrower shall provide the collateral and complete the procedures for creating a pledge or mortgage. The Company shall also evaluate the value of the collateral to secure the claims of the Company.

• VI. Insurance:

• Except for land and marketable securities, all collaterals shall be covered with fire insurance and related insurances. The insured amount shall not be less than that of the collateral. The insurance policy shall specify the Company as the beneficiary. The subject name, quantity, storage location, insurance terms and conditions, and insurance endorsement of the subject matter stated in the insurance policy should be consistent with the Company’s original loan terms and conditions.

• The personnel in charge shall notify the borrower of the renewal of the insurance before the expiry date of the insurance.

• VII. Appropriation of funds

Once the terms and conditions of the loan have been approved, the borrower has signed the contract, and the registration of the creation of the pledge (mortgage) has been completed, the appropriation of funds can be made after all procedures are verified and correct.

Article 5: Repayment of loan

~37~

After disbursement of the loan, the Company shall frequently pay attention to the financial, business, and credit status of the borrower and the guarantor. If any collateral is provided, pay attention to any change in the collateral value, and notify the borrower one month prior to the maturity date of the loan. The principal and interest will be repaid at the end of the term.

• I. When the borrower repays the loan at maturity, the interest payable shall be calculated first, together with the principal, and the debt-repayment certificates such as promissory note and note for loan can be written off and returned to the borrower.

• II. If the borrower applies for writing off the mortgage, it shall first verify the balance of the loan balance before determining whether to approve the cancellation of the mortgage.

Article 6:

(Deleted)

• Article 7: Case registration and custody

• I. The Company shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the board of directors, lending/borrowing date, and matters to be carefully evaluated under these Procedures.

• II. After a loan is made, the loan officer shall put the contract, cashier’s check, and other certificates of claim, along with collateral documents, insurance policies, and correspondence, into a bag for safekeeping. The contents of the bag and the name of the customer shall be clearly stated on the bag, which is to be submitted to the head of the Finance Department for inspection. After an inspection is performed and no mistakes are found, the registration book shall be signed and stamped by both parties for safekeeping.

Article 8: Notes on loaning funds to others

• I. Before making a loan of funds to others, the Company shall carefully evaluate whether the loan is in compliance with these Procedures. The Company may loan funds to others only after the evaluation results have been submitted to and resolved upon by the Board of Directors. The Company shall not empower any other person to make such decisions.

• II. Loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall be submitted for a resolution by the Board of Directors pursuant to the preceding paragraph, and the chairperson may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the Board of Directors, and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down.

• III. The “certain monetary limit” mentioned in the preceding paragraph on authorization for loans extended by the public company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the lending company, except in cases of companies in compliance with Article 2, Paragraph 1.

• IV. The Company’s internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. and each supervisor shall be notified in writing of any material irregularities found.

• V. If a change in the Company’s circumstances results in a borrower not in conformity with these Procedures or with a balance exceeding the limit, the audit unit shall supervise the finance unit to set a time limit to recover the funds. The improvement plan shall be sent to each supervisor and the improvement shall be completed in accordance with the planned schedule.

• VI. The personnel in charge shall prepare a detailed statement of loans of funds to other companies for the previous month by the 10th day of each month, and submit it to all levels for review.

Article 9:

• Procedures for Controlling and Managing Loans of Funds to Others by Subsidiaries

• I. A subsidiary of the Company intending to loan funds to others shall also adopt these Procedures and loaning funds shall be handled under these Procedures. However, the net worth is calculated based on the net value of such subsidiary.

• II. The subsidiaries shall prepare a breakdown of loans to others of the previous month by the 10th day of each month (exclusive).

• III. The internal auditors of the subsidiaries shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the audit unit of the Company. The Company’s audit unit shall promptly notify the audit committee in writing of any material violation found.

~38~

• IV. Auditors performing an audit on a subsidiary of the Company in accordance with the annual audit plan shall also understand the implementation of such subsidiary’s Operational Procedures for Loaning Funds to Others, as well as reviewing its self-inspection. Any deficiencies found shall be continuously tracked for improvement with a report on the tracking compiled which is to be submitted to the president.

Article 10: Information disclosure

• I. The Company shall announce and report the previous month’s loan balances of itself and subsidiaries by the 10th day of each month on the Market Observation Post System.

• II. If the Company’s loan balances reach one of the following levels, it shall announce and report such event within two days commencing immediately from the date of occurrence on the Market Observation Post System:

• The aggregate balance of loans to others by the Company and its subsidiaries reaches 20 percent or more of the Company’s net worth as stated in its latest financial statement.

• The balance of loans by the Company and its subsidiaries to a single enterprise reaches 10 percent or more of the Company’s net worth as stated in its latest financial statement.

• The amount of new loans of funds by the public company or its subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the public company’s net worth as stated in its latest financial statement.

• III. The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of Taiwan any matters that such subsidiary is required to announce and report pursuant to Subparagraph 3 of the preceding paragraph.

• IV. The Company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures.

The “date of occurrence” as used in these Procedures means the date of transaction contract signing, date of payment, dates of resolutions adopted by the board of directors, or other date that can confirm the counterpart and transaction amount, whichever date is earlier.

Article 11: Penalty

Where the company manager or the personnel in charge violate these Procedures, they shall be reported and appraised in accordance with the Company’s Personnel Management Rules and will be disciplined according to the severity of the situation.

Article 12: Implementation and amendment

After these Procedures have been approved by the Board of Directors they shall be sent to each supervisor for approval prior to implementation. If any director expresses a dissenting opinion and there is a record or written statement, the Company shall send the dissenting opinion to each supervisor and submit it to the shareholders’ meeting for discussion. The same applies to amendments.

If the Company has appointed independent directors, when these Procedures are submitted to the Board for discussion in accordance with the preceding paragraph, the opinions of the Independent Directors shall be taken into full consideration. Independent directors’ opinions specifically expressing assent or dissent and their reasons for dissent shall be recorded in the minutes of the Board meeting.

~39~

Attachment 3

Ares International Corporation

For the comparison table of the “Operating Procedures for Endorsements and Guarantees” before and after amendments

Provisions after amendment	Provisions before amendment	Reason for amendment
Article 9: Time limit and content of announcement and report I - II, 2.... (omitted) 3. The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NTD 10 million or more and the aggregatecarrying amountof the endorsements and guarantees,~~long-term~~ investmentsaccounted for under the equity method, and loans of funds to such enterprise amounted to 30 percent or more of the Company’s net worth as stated in its latest financial statement. II, 4.-IV... (Omitted)	Article 9: Time limit and content of announcement and report I - II, 2.... (omitted) 3. The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NTD 10 million or more and the aggregate amount of the endorsements and guarantees, ~~long-term~~investments, and loans of funds to such enterprise amounted to 30 percent or more of the Company’s net worth as stated in its latest financial statement. II, 4. - IV... (Omitted)	Amended in accordance with Letter Jin-Guan-Zheng-Shen- Zi No. 1080304826 dated 2019.03.07

~40~

Ares International Corporation Operating Procedures for Endorsements and Guarantees

(Amended on 2022.6.23)

Article 1: Purpose

These Procedures have been adopted for the purpose of the Company’s endorsements/guarantees. Matters not provided for in these Procedures shall be subject to the relevant laws and regulations.

Article 2: Scope of application

The term “endorsements/guarantees” as used in these Procedures refers to the following:

• I. Financing endorsements/guarantees: Bill discount financing; endorsement or guarantee made to meet the financing needs of another company; and issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the Company.

• II. Customs duty endorsement/guarantee: An endorsement or guarantee for the company itself or another company with respect to customs duty matters.

• III. Other endorsements/guarantees: Endorsements or guarantees beyond the scope of the preceding two paragraphs.

• IV. Any creation by the Company of a pledge or mortgage on its chattel or real property as security for the loans of another company shall also comply with these Procedures.

Article 3:

Companies for which the Company may make endorsements/guarantees

• I. A company with which the Company does business.

• II. A company in which the Company directly and indirectly holds more than 50 percent of the voting shares.

• III. A company that directly and indirectly holds more than 50 percent of the voting shares in the Company.

• IV. Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements/guarantees may not exceed 10% of the net worth of the Company. Provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares.

• V. Where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages, such endorsements/guarantees may be made free of the restriction of the preceding two paragraphs.

Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the Company, or through a company in which the Company holds 100% of the voting shares.

Article 4: Amount of endorsements/guarantees

The aggregate balance of external endorsements/guarantees by the Company shall not reach 50 percent or more of the Company’s net worth for the period. The limit of endorsements/guarantees by the Company for a single enterprise shall not reach 20 percent or more of the Company’s net worth for the period.

The total amount of endorsements/guarantees by the Company and its subsidiaries shall not reach 50% of the net worth for the current period. The endorsement and guarantee amount of the Company and the subsidiaries for a single enterprise shall not reach 20% of the net worth for the current period.

The amount of endorsements/guarantees for business purposes may not exceed the total amount of the transactions with the Company (the amount of purchase or sale between the two parties, whichever is higher) in the most recent year.

“Net worth” as used herein means the balance sheet equity attributable to owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

If the aggregate amount of endorsements/guarantees provided by the Company and its subsidiaries for an aggregate amount exceeding 50% of the Company’s net worth, the necessity and reasonableness of such endorsements/guarantees shall be explained at the shareholders’ meeting.

~41~

• Article 5: Hierarchy of decision-making and delegation of authority

Endorsements and guarantees made by the Company shall be approved by the Board of Directors before they are made. However, in order to meet the need for timeliness, the Board of Directors may authorize the chairperson to approve within 30% of the net worth for the current period, and then report them to the next Board of Directors’ meeting for ratification.

Prior to making any endorsement/guarantee pursuant to Paragraph 2 of Article 3, a subsidiary in which the Company holds, directly or indirectly, 90% or more of the voting shares shall submit the endorsement/guarantee to the Company’s Board of Directors for resolution. Provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares.

Where the Company has appointed independent directors, when making endorsements/guarantees for others, each independent director’s opinions shall be given full consideration, and the independent directors’ opinions specifically expressing assent or dissent and their reasons for dissent shall be recorded in the minutes of the board of directors’ meeting.

• Article 6: Procedures for making endorsements/guarantees

• I. When the company to whom the endorsement/guarantee is made needs to use the amount of an endorsement/guarantee within the limit, such company shall provide basic information and financial information, fill in the application form, and submit it to the Finance Department of the Company. The Finance Department shall make a detailed assessment and conduct credit checks. Items to be assessed include: the necessity of and reasonableness of the endorsement/guarantee, whether the amount of the endorsement/guarantee is commensurate with the business dealing amount, the impact on the Company’s operating risk, financial condition and shareholders’ equity, and whether collateral should be obtained and evaluation of the value of the collateral.

• II. The personnel in charge of the Finance Department of the Company may compile the relevant information and evaluation results as referred to in the preceding paragraph. If the cumulative balance at the time of making the endorsement/guarantee does not exceed 30% of the net worth for the period, it will be submitted to the chairperson for ruling and subsequently to the next Board of Directors meeting for ratification. If the cumulative balance of endorsements/guarantees exceeds 30% of the net worth for the period, submit the same to the Board of Directors for approval and proceed according to their resolutions.

• III. III. The record book for endorsements/guarantees established by the Finance Department shall be used to record the details of endorsements/guarantees, the amount, the date of approval by the board of directors or decision by the Chairperson, the date of endorsements/guarantees, matters to be carefully evaluated in accordance with these Procedures, the contents of the collateral and its appraised value, as well as the terms and conditions of the endorsement/guarantee shall be recorded in detail for future reference.

• IV. In the case of a guarantee for a loan, when the enterprise under endorsement/guarantee makes a repayment, the Company shall be notified of the details of the repayment in order to discharge the guarantee liability of the Company and record it on the endorsement/guarantee registration form.

• V. The Finance Department shall evaluate or record the contingent loss for endorsements/guarantees and shall adequately disclose information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant information for the implementation of necessary audit procedures.

• Article 7: Procedures for use and custody of seals

The corporate chop registered with the Ministry of Economic Affairs is the dedicated chop for endorsements/guarantees. The seal shall be kept by a person approved by the Board of Directors. An endorsement/guarantee shall be made in accordance with the Company’s prescribed procedures for the use of seals or the signing of bills. When the Company provides a guarantee to a foreign company, the letter of guarantee issued by the company shall be signed by a person authorized by the Board of Directors.

Article 8: Matters needing attention when applying for endorsements/guarantees

• I. The Company’s internal auditors shall audit the Operating Procedures for Endorsements and Guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Audit Committee in writing of any material violation found.

~42~

• II. If the Company’s circumstances change, which results in the original compliance with the provisions of Article 3 of these Procedures not meeting the provisions, or the amount of the endorsement/guarantee exceeds the limit specified in Article 4 of these Procedures due to a change in the basis for calculating the limit, the audit unit shall urge the Finance Department to eliminate the endorsement/guarantee over the limit before the end of the contract or within a certain period of time, submit the improvement plan to the Audit Committee, and report to the Board of Directors. The improvement shall be completed in accordance with the planned schedule.

• III. Where the Company needs to exceed the limits set out in these Procedures to satisfy its business requirements, and where the conditions set out in these Procedures are complied with, the Company shall obtain approval from the board of directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement/guarantee. The Company shall also amend these Procedures accordingly and submit the same to the shareholders meeting for ratification. If the shareholders’ meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit.

• If the Company has appointed independent directors, during the discussion of the Board of Directors referred to in the preceding paragraph, the opinions of each independent director shall be taken into full consideration, and their supporting or opposing opinions and reasons shall be documented in the minutes of the board of directors’ meeting.

• IV. If the object of endorsement and guarantee by the Company is a subsidiary whose net worth is less than half of its paid-in capital, the subsequent control measures shall be clearly defined.

• In the case of a subsidiary with shares having no par value or a par value other than NTD 10, for the paid-in capital in the calculation under this paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted.

Article 9:

Time limit and content of announcement and report

• I. The Company shall report the previous month’s balance of endorsements/guarantees of itself and subsidiaries by the 10th day of each month on the Market Observation Post System.

• II. If the Company’s endorsement/guarantee balances reach one of the following levels, it shall announce and report such event within two days commencing immediately from the date of occurrence on the Market Observation Post System:

• The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50 percent or more of the Company’s net worth as stated in its latest financial statement.

• The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20 percent or more of the Company’s net worth as stated in its latest financial statement.

• The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NTD 10 million or more, and the aggregate amount of all endorsements/guarantees for, and amount of loans to, such enterprise reaches 30 percent or more of the Company’s net worth as stated in its latest financial statement.

• The amount of new endorsements/guarantees made by the Company or its subsidiaries reaches NTD 30 million or more, and reaches 5 percent or more of the Company’s net worth as stated in its latest financial statement.

• III. The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to Paragraph 4 of the preceding paragraph.

• IV. The Company shall evaluate or record the contingent loss for endorsements/guarantees and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for the implementation of necessary audit procedures.

The “date of occurrence” as used in these Procedures means the date of transaction contract signing, date of payment, dates of resolutions adopted by the board of directors, or other date that can confirm the counterpart and transaction amount, whichever date is earlier.

Article 10: Procedures for controlling and managing endorsements/guarantees by subsidiaries

~43~

• I. Where a subsidiary of the Company intends to make endorsements/guarantees for others, the subsidiary shall formulate its own Operating Procedures for Endorsements/Guarantees and comply with this Operational Procedure; however, the net value shall be calculated based on the net value of the subsidiary.

• II. The subsidiary shall prepare a detailed statement of endorsements/guarantees made for others of the previous month before the 10th (exclusive) day of each month, and submit it to the Company for review.

• III. The internal auditors of the subsidiary shall audit the Operating Procedures for Endorsements/Guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. The Company’s audit unit shall be immediately notified in writing of any material irregularities found. The Company’s audit unit shall submit the written information to each member of the Audit Committee.

• IV. Auditors performing an audit on a subsidiary of the Company in accordance with the annual audit plan shall also understand the implementation of such subsidiary’s Operating Procedures for Endorsements/Guarantees, as well as reviewing its self-inspection. Any deficiencies found shall be continuously tracked for improvement, and a report on the tracking shall be compiled and submitted to the president.

• Article 11: Penalty

Where the company manager or the personnel in charge violate these Procedures, they shall be reported and appraised in accordance with the Company’s Personnel Management Rules and will be disciplined according to the severity of the situation.

• Article 12: Implementation and amendment

• These Procedures, and the amendments hereto, shall be submitted to the shareholders’ meeting for approval after being approved by the Audit Committee and the Board of Directors in sequence.

If the amendments in the preceding paragraph are not approved by more than one-half of the members of the Audit Committee, they may be approved by more than two-thirds of all the directors, and the resolutions of the Audit Committee shall be recorded in the minutes of the Board meeting.

All Audit Committee members and directors shall be counted as those who are actually in office.

When these Procedures are submitted to the Board for discussion in accordance with the preceding paragraph, the opinions of the Independent Directors shall be taken into full consideration. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting. If a director expresses a dissenting opinion and there is a record or written statement, the Company shall send the dissenting opinion to each audit committee member and to the shareholders’ meeting for discussion.

~44~

Attachment 4

Ares International Corporation

For the comparison table of the “Articles of Incorporation” before and after amendments

Provisions after amendment	Provisions before amendment	Reason for amendment
Article 24 When the Company has earnings in the current year, a provision for remuneration paid to employees, adjustment to salary of the entry-level employees, and a provision for remuneration paid 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. Provision for remuneration paid to employees, adjustment to salary of the entry-level employees, and provision for remuneration paid to directors are as follows: I. 5% to 15% for employee remuneration. II. In addition, an amount equal to 10–30% of the proportion of employee remuneration appropriated for the year is set aside as a salary adjustment for entry-level employees. III. Up to 3% for director remuneration. (omitted below)	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: I. 5% to 15% for employee remuneration. II. Up to 3% for director remuneration. (omitted below)	Amended in accordance with Letter Jin-Guan- Zheng-Fa-Zi No. 1130385442 dated 2024.11.8
Article 28 The Articles of Incorporation were established on November 11, 1980. ……………….. The 32nd amendment was made on July 30, 2021. The 33rd amendment was made on June 23, 2022. The 34th amendment was made on June 19, 2025.	Article 28 The Articles of Incorporation were established on November 11, 1980. ………………. The 32nd amendment was made on July 30, 2021. The 33rd amendment was made on June 23, 2022.	Amendment date and frequency are added.

~45~

Ares International Corporation Articles of Incorporation

	Ares International Corporation Articles of Incorporation
Chapter 1.	General Rules
Article 1	The Company is incorporated pursuant to the definition of a company limited by shares under the
	Company Act and named資通電腦股份有限公司(English name: Ares International Corporation).
Article 2	The Company is based in Taipei City, and branches may be established domestically or aboard, if
	needed, subject to a resolution of the Board of Directors.
Article 3	(Deleted)
Article 4	The Company’s business activities are shown below:
	1. E605010 Computer Equipment Installation
	2. F118010 Wholesale of Computer Software
	3. F218010 Retail Sale of Computer Software
	4. I301010 Information Software Services
	5. I301020 Data Processing Services
	6. I301030 Electronic Information Supply Services
	7. F401010 International Trade
	8. F601010 Intellectual Property Rights
	9. IZ12010 Manpower Dispatched
	10. F113030 Wholesale of Precision Instruments
	11. F213040 Retail Sale of Precision Instruments
	12. 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)
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.

~46~

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.	Shareholder’s 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.	Director
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.

~47~

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 recorded in the minutes.
Article 17-1	Notification of the convention of board meetings may be effected via e-mail or fax.
Article 18	The Board of Directors has the following powers:
	1. Convention of shareholders’ meetings and implementing their resolutions.
	2. Approval of operating plans.
	3. Review of rules and regulations as well as important contracts.
	4. Review of the purchase and disposal of the Company’s important property.
	5. Appointment and dismissal of managerial officers and other important function holders.
	6. Decision-making about the establishment, withdrawal, or change of business units and branches.
	7. Review of budgets, final accounting, and business reports.
	8. Formulation of earnings distribution.
	9. Formulation of capital increase or decrease.
	10. Decision-making about other important matters and the powers given by the Company Act and
	the 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.
	1. Business report.
	2. Financial statements.
	3. Earning distribution or loss reimbursement proposals.
Article 24	When the Company has earnings in the current year, a provision for remuneration paid to employees
	and to directors shall be made from the earnings. However, if there are any accumulated losses, part
	of the earnings shall be first set aside to make up for such losses.
	The provision for the remuneration paid to employees and to directors is also allocated as follows:
	1. 5% to 15% for employee remuneration.
	2. 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:
	1. Paying taxes.

~48~

1. Making up for losses from prior years.

2. Setting aside 10% as legal reserve.

3. 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.

	make sound financial plans to pursue sustainable development, in drawing up the earnings distribution proposal, the Board of Directors determines the proportion of cash and stock dividends paid to the shareholders based on the earnings remaining after deducting those distributed as referred to in Subparagraphs 1-4 of the preceding paragraph. The percentage of the dividend distributed in cash shall not be less than 10% of the total shareholder dividends.
Article 24-1	Employee stock bonuses may only be distributed to the full-time employees of the Company and the
	subsidiaries where the Company holds over 50% of equity through direct (indirect) investment.
Chapter 7.	Supplementary Provisions
Article 25	The Company’s Articles of Incorporation and execution rules shall be established separately.
Article 26	Matters not covered by the Articles of Incorporation shall be governed by the Company Act and other
	related laws and regulations.
Article 27	The Articles of Incorporation and any amendments thereto shall be implemented after approval by the
	shareholders’ meeting.
Article 28	The Articles of Incorporation were established on November 11, 1980.
	The 1st amendment was made on October 30, 1981.
	The 2nd amendment was made on July 21, 1983.
	The 3rd amendment was made on November 5, 1988.
	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.

~49~

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.

~50~

Attachment 5

Information on the director (independent director) candidates is as follows:

General directors:

Generaldirectors:
Name of candidate	Educational background	Current position	Number of shares held
Hung-Yang Yu	Master of International Business, National Taiwan University	Chairperson of Ares International Corporation Director of Argo International Corporation Director of Aplusoft (Suzhou) Co., Ltd.	3,558,449
Qing-Long Lin	Department of Mathematics, Soochow University	President of Ares International Corporation Supervisor of Aplusoft (Suzhou) Co., Ltd. Director of M-Power Information Co., Ltd.	450,845
Seng-Yi Lin	Department of Atmospheric Physics, National Central University	Director of Argo International Corporation Chairman of Aplusoft (Suzhou) Co., Ltd.	867,090
Mitac Incorporated Representative: Xiang-Yun Yang	Master of Business Administration, National Taiwan University CFO of MiTAC International Corporation Chief Corporate Governance Officer of MiTAC Holdings Corporation Supervisor of Waffer Technology Corp. Chairman of Jian Foods Incorporation	Director and Corporate Representative of Ares International CorporationSpecial Assistant to the Chairperson of MiTAC Holdings Corporation. Director of Synnex Technology International Corporation Vice President of the Investment Department and Director of MiTAC Incorporated Supervisor of MiTAC Digital Technology Corporation	1,000,409
Mitac Incorporated Representative: Hua-Bin Miao	Doctor of Management, College of Commerce, National Cheng-Chi University Executive Assistant to the President of Synnex Info Tech	Director and Corporate Representative of Ares International Corporation Chairperson of Mitac Hikari Corporation Vice Chairperson of Lien Hwa United Lpg Co., Ltd. Director of Mitac Communication Co., Ltd. Director of National Aerospace Fasteners Corporation Director of Getac Holdings Corporation Director and Vice President of Mitac Incorporated Director and Vice President of Mitac Information Technology Corp. Director of Synnex Technology International Corporation Director of General Resources Co. Director of MiTAC Advance Technology Corporation	1,000,409

~51~

Independent director:

Name of candidate	Educational background	Experience	Current position	Number of shares held	Whether he/she is currently an independent director of another company
Ming-Da Huang	Doctor of Management Sciences, Tamkang University	Professor of the Information Management Department, Tamkang University / Chief Information Officer, Information Services Department	Independent Director of Ares International Corporation President of Information Service Association of Chinese Colleges Member of the National Development Council’s “Administration e- Certification Promotion Team” Member of the Civil Advisory Committee of the Executive Yuan’s Smart Taiwan 2030 Promotion TeamMember of the Financial Information System and Information Security Advisory Team Private Representative of the Central Bank Data Advisory Group Chairperson of InnoServe Awards Information Security Audit Committee of Ministry of Education/Ministry of Economic Affairs	0	No
Jin-Tang You	Master of Commerce, National Taiwan University	Head of Department of Banking, Central Bank of the Republic of ChinaPresident of Taiwan Cooperative Financial Holding Co. Ltd.	Independent Director of Ares International Corporation	0	No
Hwa-Yu Chang	Accounting Department, National Taiwan University	CPA of Kang-Yeh CPA Firm	CPA of Kang-Yeh CPA Firm	0	No
Jiun-Ming Chen	Doctor of Mathematics, Purdue University, the USA	Person in charge of QSancus Inc. Adjunct Assistant Professor of Mathematics, National Taiwan University	Independent Director of Ares International CorporationPerson in charge of QSancus Inc. Adjunct Assistant Professor of Mathematics, National Taiwan University	0	No

~52~

Attachment 6

Details on Directors and Their Representatives Subject to the Non-competent Restriction

Name of director	Other businesses where the director serve	s as a director or managerial officer
Hung-Yang Yu	Companies where the director serves as a director: Argo International Corporation Aplusoft (Suzhou) Co., Ltd.	Companies where the director serves as a managerial officer: None
Qing-Long Lin	Companies where the director serves as a director: M-Power Information Co., Ltd.	Companies where the director serves as a managerial officer: None
Seng-Yi Lin	Companies where the director serves as a director: Argo International Corporation Aplusoft (Suzhou) Co., Ltd.	Companies where the director serves as a managerial officer: Aplusoft (Suzhou) Co., Ltd.
Mitac Incorporated	Companies where the director serves as a director: Mitac Information Technology Corp. Mitac Hikari Corporation MiTAC Holdings Corporation Far Eastern Electronic Toll Collection Co., Ltd. Synnex Technology International Corporation	Companies where the director serves as a managerial officer: None
Mitac Incorporated Representative: Xiang-Yun Yang	Companies where the director serves as a director: Synnex Technology International Corporation Mitac Incorporated MiTACInternationalCorporation	Companies where the director serves as a managerial officer: Mitac Incorporated
Mitac Incorporated Representative: Hua-Bin Miao	Companies where the director serves as a director: Mitac Incorporated Mitac Information Technology Corp. Getac Holdings Corporation Synnex Technology International Corporation National Aerospace Fasteners Corporation Mitac Hikari Corporation MiTAC Advance Technology CorporationMitac Communication Co., Ltd. Ares International Corporation Lien Hwa United Lpg Co., Ltd.	Companies where the director serves as a managerial officer: Mitac Information Technology Corp. Mitac Incorporated

~53~

Attachment 7. Ares International Corporation

Rules of Procedure for Shareholders’ Meetings

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

~54~

		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.

~55~

The shareholders who exercise their voting rights at a shareholders’ meeting by correspondence or electronic means in accordance with the preceding paragraph shall be considered as having attended the shareholders’ meeting in person. However, they shall be treated as having waived their voting rights in respect of any extempore motion and any amendment to the original motions at the said shareholders’ meeting.

• Unless otherwise provided by the Company Act and the Articles of Incorporation, a motion shall be passed by more than half of the voting rights of the attending shareholders. An agenda item is considered passed if the chairperson receives no objection from any attending shareholders. This voting method shall carry the same effect as the conventional ballot method.

• In case of an amendment or alternative to a motion, the chairperson shall determine the order in which the amendment or alternative together with the original motion will be put to a vote. Where either of them is passed, the other shall be deemed rejected and require no further voting.

• Article 14 Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes and handled in accordance with Article 183 of the Company Act.

• 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.

~56~

Attachment 8

Ares International Corporation

Regulations for Election of Directors

Article	1:	All elections of the Company’s directors shall be conducted in accordance with the Regulations.
Article	2:	The Company’s directors shall be elected at shareholders’ meetings.
Article	3:	The cumulative voting method is adopted for all elections of the Company’s directors. The method
		allows shareholders to cast their votes for a single candidate or split their votes among several
		candidates by writing the name of the candidate(s) on each of their ballots.
Article	4:	In the elections of the Company’s directors, each share shall be entitled to the same number of election
		rights as the number of directors that should be elected based on voting rights. The Company shall
		prepare the same number of ballots as the number of directors that should be elected and distribute
		them to the shareholders.
Article	5:	According to the quota of directors to be elected as prescribed in the Articles of Incorporation for the
		elections of the Company’s directors, candidates are accordingly elected based on the number of
		election rights represented by the votes received. If two or more candidates receive the same number
		of election rights and the prescribed quota is reached, they shall draw for the remaining seats available.
		The chairperson will draw on behalf of those who are absent at the meeting.
Article	5-1:	Unless otherwise approved by the competent authority, the following relationships shall not exist among
		more than half of the Company’s directors:
		1. Spouse.
		2. Relatives within the second degree of kinship.
Article	5-2:	(Deleted)
Article	6:	(Deleted)
Article	7:	Ballots shall be prepared by the Company with the attendance card number and the number of election
		rights specified on them. The ballots shall also bear the Company’s seal.
Article	8:	Before an election starts, the chairperson shall appoint poll watchers and tellers to watch voting and
		count votes. The poll watchers shall be the Company’s shareholders.
Article	9:	The Company shall prepare a ballot box which shall be inspected openly by the poll watchers before
		voting.
Article	10:	If a candidate is a shareholder, voters shall fill in the “Candidate” column on a ballot with the account
		name and shareholder account number of the candidate as well as the number of election rights. If the
		candidate is not a shareholder, the column shall be filled in with his/her name and ID number. However,
		if the candidate is a government agency or corporate shareholder, the field for the account name of the
		candidate on a ballot shall be filled out with the name of the government agency or corporation or its
		account name and the name of its representative. Where there are multiple representatives, the account
		name of the corporation and the names of the representatives shall be provided additionally.
		All candidates shall be competent under the law.
Article	11:	Ballots are considered void in any of the following circumstances:
		1. The ballots are not prepared in accordance with Article 7 of the Regulations.
		2. The ballots are not put into the ballot box.
		3. The ballots are put into the ballot box in blank.
		4. The number of candidates written on the ballots exceeds the prescribed quota.
		5. The ballots fail to provide the complete particulars required in Article 10.
		6. The account names and shareholder account numbers of shareholder candidates written on the
		ballots do not match those on the shareholder registry. The names and ID numbers of non-
		shareholder candidates written on the ballots do not match with those of the candidates.
		7. There are any symbols, drawings, or texts other than the particulars required in Article 10 on the
		ballots.

~57~

1. The writing is unclear and indecipherable or has been altered.

2. The name of the candidate written on a ballot is the same as another shareholder and the shareholder account number or ID number of the candidate is not provided on the ballot for identification.

3. The names of two or more candidates are written on the same ballot.

4. The total number of election rights cast by a voter exceeds the total number of his/her/its election rights.

5. Article 12: A ballot box shall be prepared separately for each election of directors. The ballot box shall be opened by the poll watchers after voting.

6. Article 13: After voting, the ballot box is opened and ballots are counted openly and immediately. The chairperson will announce the elected directors based on the outcome of the vote on the spot.

7. Article 14: The Company’s Board of Directors shall send each of the elected directors a notice stating that they have been elected.

8. Article 15: Matters not covered by the Regulations shall be governed by the Company Act, Articles of Incorporation, and other related laws and regulations.

9. Article 16: The Regulations and any amendments thereto shall be implemented after approval by the shareholders’ meeting.

~58~

Attachment 9

Ares International Corporation Shareholding of Directors and Independent Directors

				Book closure date: April 21, 2025	Book closure date: April 21, 2025	Book closure date: April 21, 2025	Book closure date: April 21, 2025
				Nmbr f hr hld hn		Number of shares held as rrdd in th hrhldr
Title	Name	Date of election	Term	ue o saes e we elected		ecoe e saeoe register on the book closure date
				Number of shares held	Shareholdin g percentage	Number of shares held	Shareholding percentage
Chairperson	Hung-YangYu	2022/06/23	3years	3,558,449	7.53﹪	3,558,449	7.53﹪
Director	Qing-LongLin	2022/06/23	3years	450,845	0.95﹪	450,845	0.95﹪
Director	Seng-Yi Lin	2022/06/23	3years	867,090	1.84﹪	867,090	1.84﹪
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	Ming-Da Huang	2022/06/23	3 years	-	-	-	-
Independent Director	Jin-Tang You	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 byall directors				6,362,793	13.47﹪	5,876,793	12.44﹪

1. The Company’s total issued common shares: 47,253,890 shares

2. According to Article 26 of the Securities and Exchange Act, the minimum number of shares held by all shareholders is as follows:

3. Statutory minimum number of shares held by all directors: 4,725,389 shares

4. As of the book closure date for the annual shareholders’ meeting (April 21, 2025), 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.

5. As the Company 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 to 80% according to Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.

~59~