AWEA - AGM Information 2024 | FinancialReports.eu

Stock Code: 1530

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AWEA Mechantronic Co., Ltd.

2024 Annual Shareholders’ Meeting Meeting Handbook

Date: June 18, 2024

Location: No. 15, Keyuan 2nd Rd., Xitun Dist., Taichung City (AWEA Taichung Branch)

	Table of Contents
	Page
Chapter 1.	Meeting Agenda ................................................................ 2
Chapter 2.	Contents of Reports .......................................................... 3
Chapter 3.	Issues Posed for Acknowledgement .............................. 15
Chapter 4.	Items for Election ........................................................... 16
Chapter 5.	Matter for Discussion ......................................................... 17
Chapter 6.	Questions and Motions .................................................. 17
Appendices:
Appendix 1	Independent Auditor’s Report and Financial
	Statements 2023 .............................................................. 18
Appendix 2	Statement of Earnings Distribution 2023..................... 43
Appendix 3	Contents and Amount of Remunerations to Directors
	2023 .................................................................................. 44
Appendix 4	Articles of Incorporation ............................................... 46
Appendix 5	Rules of Procedure for Shareholders’ Meetings .......... 53
Appendix 6	Rules for Election of Directors ...................................... 60
Appendix 7	Shareholding of All Directors ........................................ 62

2024 Annual Shareholders’ Meeting of AWEA Mechantronic Co.,

Ltd. Meeting Agenda

Time: 9:00 a.m. on June 18, 2024 (Tuesday)

Location: No. 15, Keyuan 2nd Rd., Xitun Dist., Taichung Cit (AWEA Taichung Branch)

Form of Shareholders’ Meeting: Physical

1. Chairperson Calls the Meeting to Order (announces the number of shares in attendance)

2. Chairperson Remarks:

3. Contents of Reports:

(1) 2023 Business Report.
(2) 2023 Audit Committee’s Audit Report.
(3) Report on Investment Status in Mainland China.
(4) Report on the Distribution of 2023 Employees’ and Directors’ Remuneration.
(5) Report on Loaning of Funds.
(6) Report on Directors’ Remuneration 2023.

4. Issues Posed for Acknowledgement:

(1) 2023 Business Report and Financial Statements.
(2) The Earnings Distribution for 2023.

5. Item for Election: Proposal for Election of Additional Directors

6. Matter for Discussion: Proposal for Cancellation of the Non-Competition Restriction on New Directors.

7. Questions and Motions

8. Adjournment

[Contents of Reports]

1. 2023 Business Report

To all shareholders concerned:

Thank you to all you shareholders for taking the time to attend the 2024 Annual Shareholders’ Meeting, and for your continuous support and care for the management team of AWEA. The results of the Company’s business performance in the 2023 and the the Company’s business plan in 2024 are summarized and reported as follows:

(1) Report on Results of the Company’s business performance in the 2023:
A. Operating revenue: Net operating revenue of the Company in 2023 was NT$1,572,321 thousand, with a decrease of NT$711,337 thousand and a decrease rate of 31.15%, compared with the NT$2,283,658 thousand in 2022.
B. Profit and loss: Net profit before tax of the Company in 2023 was NT$240,987 thousand, with a decrease of NT$198,870 thousand and a decrease rate of 45.21%, compared with the NT$439,857 thousand in 2022; net profit after tax of the Company in 2023 was NT$210,811 thousand (NT$2.18 per share), with a decrease of NT$143,332 thousand and a decrease rate of 40.47%, compared with the NT$354,143 thousand (NT$3.67 per share) in 2022.
C. Comparison of earnings in 2023 and 2022 was as follows: (Parent Company Only)

(Parent Company Only)
	Unit: NT$thousand
Items	2023	2022	Amount in increase/decrease	Increase (decrease)%
Net operatingrevenues	1,572,321	2,283,658	(711,337)	(31.15%)
Operatingcosts	(1,331,564)	(1,825,556)	(493,992)	(27.06%)
Grossprofit	240,757	458,102	(217,345)	(47.44%)
Realized (Unealized) gain amongassociated companies	3,553	(4,904)	8,457	172.45%
Net operating profit	22,476	212,519	(190,046)	(89.43%)
Netprofit before tax	240,987	439,857	(198,870)	(45.21%)
Netprofit after tax	210,811	354,143	(143,332)	(40.47%)

(Consolidated)

(Consolidated)
Items	2023	2022	Amount in increase/decrease	Increase (decrease)%
Net operatingrevenues	2,361,917	3,100,517	(738,600)	(23.82%)
Operatingcosts	(2,002,794)	(2,432,617)	(429,823)	(17.67%)
Grossprofit	359,123	667,900	(308,777)	(46.23%)
Realized (Unealized) gain amongassociated companies	(210)	(4,900)	4,690	95.71%
Net operating profit	33,000	298,225	(265,225)	(88.93%)
Netprofit before tax	235,099	459,788	(224,689)	(48.87%)
Netprofit after tax	190,306	349,287	(158,981)	(45.52%)
Attributable to parent company	210,811	354,143	(143,332)	(40.47%)

D. The budget execution status and the financial revenues in 2023 are as follows:

In accordance with stipulations in “Regulations Governing the Publication of Financial Forecasts of Public Companies”, the Company did not need to disclose its financial forecast information for 2023, therefore, there was no data on its budget execution status in 2023.

E. Breakthrough in operation management:
(A) Breakthrough in product development

AWEA products developed with optimized functions in the direction of large-scale, composite, five-axis, high-speed and intelligence, etc.

a. Gantry type high-speed five-axes machining center AG (linear motor drive) and RG (linear screw drive) series, which met the five-axis and high-speed machining needs for mold and aerospace industry.
b. Various horizontal/ horizontal five-axis machining centers, which provided machining needs for mass-production line.
c. The full range of bridge milling models can be matched with AWEA’s inhouse made high-speed spindle, to meet the needs of the customers’ mold processing industry.
d. MEGA5 series of high-performance large-scale five-axis machining center, which met the high-speed, and high-precision machining needs of the aerospace industry.
e. FCV800S milling machine 5 axes machining center series, which met the customers’ needs for compounding machining.
f. The full range of bridge milling models with the new generation of milling head series, which could comprehensively improve the performance and function, and provide the customers with more choices.
g. Large bridge type milling machine with AWEA homemade automatic universal head, which could meet the customers’ processing needs at different angles.
h. Large moving cross rail machining center MVP series and super traveling column machining center MCP series and new moving cross rail moving column MVCP models, which could provide the customers with large processing range, large processing stroke and meet their needs for processing convenience.
i. Brand-new long-stroke high-speed aluminum cutting machining center, which could provide ultra-high-speed cutting feed to meet the customers' need for high-speed aluminum cutting.
j. Intelligent information control system AiLINC new product was published, which enabled the machine matched with AiLINC to be upgraded to intelligent

machine, to docking with intelligent manufacturing.

  - (B) Breakthrough in production and sales layout

     - a. Its sales volume of niche market products increased, and its export proportion of bridge machines increased.

     - b. Breakthrough in sales volume in mature markets - Italy, Germany, North America, Turkey, etc.

     - c. Development of new markets - Eastern Europe, Northern Europe, ASEAN and India, etc.

     - d. Development and marketing of new products - new large-scale gantry machine, European-standard attachment head integration application, etc.

     - e. It provided diversified controllers for selection, with rapid supply.

  - (C) Breakthrough in improvement of corporate management

     - a. It established corporate culture, to improve the corporate competitiveness.

     - b. It made effective control of accounts receivable and ending balance of inventory.

     - c. It promoted precision production, made effective control of cost, and enhanced the product competitiveness.

     - d. It made reasonable use of general and administrative expenses, and reduced unnecessary expenditures.

(2) Summary of the business plan for 2024
A. 2024 Trading strategy
- (A) Market strategy: To make full use of the information platform, establish complete marketing documents and sales system, coordinate agents in different regions to support each other in machine sales, reduce stock volume and improve delivery speed; cooperate with exhibitions using the group image both at home and abroad, make market promotion, and reduce sales resistance.
- (B) Sales strategy: Enhance brand recognition between the agents and the customers.
- (C) Management strategy: Reduce the error rate, and improve the working quality.
B. Business objective for 2024

Estimated sales volume in 2024: 96 bridge machines, and 405 C-type machines.

(3) Production and marketing policies

Important long-term direction:

A. Continue to make diversion of market: Making diversification of the market is conducive to avoiding the risk of market concentration, which is a long-term policy of the Company, and is conducive to the stable development of the Company.
B. Improve customer satisfaction by service: After service is an important link for maintaining customers, and the Company could obtain repeat orders only with a good

after-sales service, therefore, in the future, the Company will struggle toward the objective of rapid service and inexpensive but excellent support.

C. Develop products as required by the market: To strengthen the interaction and understanding of the market, develop products according to market demand, and improve the market share of products.
(4) Impact from external competition environment, regulatory environment and overall operation environment

The Company’s development in the future is subject to impact from the following adverse factors:

A. The NTD exchange rate fluctuates greatly, which has an impact on order-receiving and production costs, as well as adverse impact on operation.
B. The domestic labor laws and regulations are rigid, which is easy to cause employee-employer conflicts, increase the operating costs, and have adverse impact on development of the industry.
(5) Future Development Strategies
A. Marketing strategies:
- (A) To adjust the sales market proportion and strategy in response to COVID-19 epidemic, China-United States trade war and inflation impact.
- (B) To demonstrate advantages of the Company’s products in aerospace and wind power green energy, and expand the market supply and share.
- (C) To invest more resources for development since the trend of intelligent products with industry 4.0 is becoming increasingly obvious.
- (D) To integrate and develop all kinds of five-axis application technologies, and expand sales of five-axis machine.
- (E) To actively improve all kinds of high-end five-axis products in active markets of five-axis machines.
- (F) To actively expand the international market, and integrate the demonstration, sales, service and repair sites
- (G) To actively introduce talents, make industry-university cooperation, and deeply improve the Company’s long-term development competitiveness.
- (H) To make use of the information tool and platform, and integrate exhibitions, advertising and publicity, to enhance marketing channels.
B. Procurement strategy
- (A) To strengthen supply chain links to shorten lead times of raw materials and reduce stock inventory, and improve the delivery speed and mobility.
- (B) To make group procurement and price negotiation, make regular assessment of the suppliers, and implement ISO assessment of the suppliers’ quality, delivery and

price, and coach the suppliers to enhance their competitiveness, thus enhancing the competitiveness of the Company.

C. Development orientation of product
(A) To cooperate with the domestic green energy, wind power, shipbuilding and other industrial policies to develop new-generation products, so as to make a preparation for competitive advantages in the future.
(B) To construct a complete product line, and coordinate with the Goodway Parent Company, to make respective development in the field of professional milling machine machining and turning machining technologies.
(C) To make research and development of high value-added new products, such as gantry-type\ floor-type moving column gantry machine, floor-type moving column moving cross rail gantry machine, high-efficiency mass production machine, high-speed five-axis machine, and horizontal boring machine, etc.
(D) To deepen the development of intelligent and automated new products at the high-tech level.
(E) To actively promote and expand products in aerospace machining markets in cooperation with the development trend of aerospace industry in the world.
(F) To develop new-generation products in compliance with the global trend of energy-saving, carbon-reduction and green manufacturing.
D. Production strategies
(A) To improve the self-production rate, and strengthen the precision machining equipment and self-assembly capacity, so as to improve the product quality.
(B) To commence construction of Dapumei Phase II plant, the completion of which can improve production capacity of small vertical machines, achieving rapid supply.
(C) To put Phase II plants of Wujiang Plant into mass production, with key precision components supported by the parent factory, so as to improve production capacity in Mainland China.

In the post-epidemic era in 2023, confronted with global high inflation, the FED continued to maintain a high interest rate to suppress inflation, and the global capital expenditure was comprehensively depressed under such environment, having an indirect impact on recovery of the tool industry. Fortunately, as of November 2023, the capital market expected that the U.S. Federal Reserve has completed this cycle of raising interest rate. At present, the world is waiting with bated breath, and it’s expected that the fall of the inflation data and the return of expansion of manufacturing capital expenditure demand could bring the opportunity of the next industrial recovery for the tool machine industry.

The management team of AWEA has always been following a dedicated attitude and

making all-round preparation, and we believe that this year, with the continuous support of all you shareholders, we have the confidence to overcome all kinds of adverse internal and external factors, so as to make the Company continue to grow steadily in the sluggish environment, to repay you shareholders’ trust in the management team of AWEA. Thanks again to all shareholders for your support and recognition. At last, I wish all of you:

A good health, and all the best wishes for you!

AWEA Mechantronic Co., Ltd.

President: Shang-Ru Yang

Chairman: President: Accounting Supervisor: De-Hua Yang Shang-Ru Yang Hong-Bin Syu

2. 2023 Audit Committee’s Audit Report

AWEA Mechantronic Co., Ltd.

Audit Committee’s Audit Report

The Business Report, Financial Statements, Proposal for Earnings Distribution and such papers for Year 2023 of the Company have been duly worked out by the Board of Directors. Among the papers, the Financial Statements has been duly audited and verified by Certified Public Accountants Guei-Duan Chen and Chang-Yun Yi of EnWise CPAs & Co. as appointed by the Board of Directors, and the CPA firm has also duly issued the Audit Report.

Upon audit by the Audit Committee, it was deemed that the above Business Report, Financial Statements, Proposal for Earnings Distribution were in compliance with relevant laws and regulations of the Company Act, the report above was made in accordance with the provisions of Article 219 of the Company Act.

It is hereby submitted for examination and approval.

AWEA Mechantronic Co., Ltd. Audit Committee Convener

Li-Ying Luo

March 6, 2024

3. Report on investment status in Mainland China.

December 31, 2023

Unit: NT$ thousand (unless stated otherwise)

(1) Name of the investee company in Mainland China, main business items, paid-in capital, method of investment, inward/outward remittance of funds, percentage of ownership, carrying value of investment, and gain or loss on repatriated investment:

Name of investee	Main business activities	Paid-in capital	Investment method (Note 1)	Accumulated investment amount remitted from Taiwan at the beginning of the period	Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for current period	Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for current period	Accumulated investment amount remitted from Taiwan at the end of the period	Current profit and loss of the invested company	Ownership percentage of direct or indirect investment	Recognized investment gains and losses in the current period (Note 2)	Carrying amount of investment as of December 31, 2023	Accumulated inward remittance of earnings as of December 31, 2023
					Outflow	Inflow
Shanghai Zhuwai Mechanical and Electrical Co., Ltd.	Machinery sales and installation, business management consultation, and international trade	USD 2,500 (NTD 76,638) (Note 3)	2	USD 2,494 (NTD 76,454) (Note 3)	-	-	USD 2,494 (NTD 76,454) (Note 3)	$ 7,597	100%	$ 8,116	$148,859	USD 15,438 (NTD 479,279) (Note 3)
Awea Mechantronic (Suzhou) Ltd.	Machinery sales, manufacturing and installation, and international trade	USD 11,400 (NTD 349,467) (Note 3)	2	USD 10,400 (NTD 318,812) (Note 3)	-	-	USD 10,400 (NTD 318,812) (Note 3)	58,604	100%	58,604	544,304	USD 4,706 CNY 49,580 (NTD 362,259)
Yih Chuan Machinery (Jiaxing) Industry Co., Ltd.	Machinery sales, manufacturing and installation, and international trade	USD 2,510 (NTD 76,944) (Note 3)	2	USD 2,510 (NTD 76,944) (Note 3)	-	-	USD 2,510 (NTD 76,944) (Note 3)	(21,254)	100%	(21,254)	205,163	-

(2) Limit on investments in Mainland China:

Name of investor	Accumulated investment amount remitted from Taiwan to Mainland China at the end of the period	Investment amounts authorized by Investment Review Committee, MOEA	Limit on investments in Mainland China imposed by the Investment Review Committee, MOEA Net value x 60%
The Company	$ 395,266 (Note 3) (USD 12,894)	$ 426,105 (Note 3) (USD 13,900)	$ 1,976,311 (Note 5)
Yih Chuan Machinery Industry Co., Ltd.	$ 76,944 (Note 3) (USD 2,510)	$ 76,944 (Note 3) (USD 2,510)	$ 140,612 (Note 5)

Note 1: Investment methods are divided into the following three types, just enter the code:
(1) Direct investment in Mainland China.
(2) Indirect investment in Mainland China through third-region companies.
(3) Other methods.
Note 2: The basis for recognition of investment gains and losses is the financial statements audited by CPAs for the same period. Note 3: The NT$ amount is translated by the exchange rate on the balance sheet date.
Note 4: Dawei Mechantronic (Suzhou) Co., Ltd. was merged with AWEA Mechantronic (Suzhou) Ltd. in September, 2020, and AWEA Mechantronic (Suzhou) Ltd. is the surviving company. The merger was approved by the Investment Review Committee, MOEA under the letter No. 11000165350 in July 2021.

Note 5: The cumulative amount of the investor’s investment in Mainland China shall not exceed 60% of the net value.

4. Report on the distribution of 2023 employees’ and directors’ remuneration

Description:

(1) In accordance with the proposal by the Remuneration Committee and as passed by the Board of Directors, the remuneration to directors in 2023 was proposed to issue NT$2,750,000 in cash.
(2) In accordance with the proposal by the Remuneration Committee and as passed by the Board of Directors, the compensation to employees in 2023 was proposed to issue NT$16,000,000 in cash.

5. Report on loaning of funds

December 31, 2023

Unit: NT$ thousand (unless stated otherwise)

No. (Note 1)	Companies loaning fund	Companies that fund is loaned to	Transaction items	Related party	Maximum amount of the current period (Note 3)	Ending balance (Note 4)	Amount drawn	Interest rate	Type of loans	Amount of transaction	Cause for necessity of short-term financing	Amount of allowance for uncollectible accounts	Collateral	Collateral	Loaning limit to individual objects (Note 2)	Total loaning limit to others (Note 2)
													Name	Value
0	AWEA Mechantronic Co., Ltd.	Yih Chuan Machinery Industry Co., Ltd.	Other receivables - related parties	Yes	150,000	70,000	60,000	2.05%	With necessity of short-term financing	140	Operating turnover	-	Promissory note	70,000	329,385	1,317,541
1	Shanghai Zhuwai Mechanical and Electrical Co.,Ltd.	Awea Mechantroni c (Suzhou) Ltd.	Other receivables - related parties	Yes	107,930 (CNY 25,000)	107,930 (CNY 25,000)	43,020	3.45% - 3.55%	With necessity of short-term financing	-	Operating turnover	-	-	-	150,752	150,752
1	Shanghai Zhuwai Mechanical and Electrical Co.,Ltd.	Yih Chuan Machinery (Jiaxing) Industry Co.,Ltd.	Other receivables - related parties	Yes	29,216 (CNY 6,700)	21,765 (CNY 5,000)	-	3.45%	With necessity of short-term financing	-	Operating turnover	-	-	-	150,752	150,752

Note 1: The explanation for the numbering column is as follows:

(1) Fill in 0 for issuer.

(2) The investees are coded sequentially beginning from “1” by each individual company.

Note 2: The loaning limit to individual objects shall not exceed 10% of their net value of the current period, and the total loaning limit shall not exceed 40% of their net value of the current period.

Note 3: The maximum balance of loaning funds to others of the current year.

Note 4: It is the loaning limit approved by the Board of Directors.

6. Report on Directors’ remuneration 2023.

Description: Directors’ remuneration policy, individual contents and amount status of the Company for 2023:

(1) The policy for directors’ remuneration is described as follows:
A. In accordance with Article 20 of the Articles of Incorporation of the Company, the Company shall pay remunerations to the directors for their execution of positions in the Company, and the remunerations to the Chairman and directors shall be authorized to be determined by the Board of Directors according to the degree of their participation in the operation of the Company and the value of their contributions, taking into account both the domestic and foreign industry standards. In addition to the above remunerations, the directors may receive traffic allowance for participating in board meetings.
B. As stipulated in Article 27 of the Articles of Incorporation of the Company, “If the Company has profit in the year (the so-called profit refers to the profit before tax, and before deduction of employee compensation and directors’ remuneration), it shall set aside 3%-8% of the profit as employees’ compensation, and set aside no more than 2% as directors’ remuneration…”.
C. In general, a director who is also an employee shall be paid a reasonable salary according to the salary standard of the Company, taking into account the salary level of such employee in the peer market, his/her scope of authority and responsibility within the Company, his/her contribution to the business objectives of the Company and the decision risk borne by the position.
D. As for the directors’ remuneration, in addition to considering the overall operating performance of the Company, reasonable directors’ remuneration shall be given with reference to the results of the profit margin, operating efficiency and performance evaluation of the year, and the directors’ remuneration system shall be reviewed at any time in accordance with the actual operating conditions and relevant laws and regulations. The directors’ remuneration shall be reviewed by the Remuneration Committee and resolved by the by the Board of Directors.
(2) Individual contents and amount status of the directors’ remuneration paid by the Company for 2023 are as shown in Page 44 of this meeting handbook. (Appendix 3)
(3) It is hereby submitted for examination.

[Issues Posed for Acknowledgement]

Proposal 1 (Proposed by the Board of Directors)

Subject: The Company’s business report and financial statement for Year 2023. The motion is posted for acknowledgment.

Description: (1) Business Report (see Pages 3-8 of this handbook for details), Balance Sheet, Statements of Comprehensive Income, Statements of Cash Flows, Statement of Changes in Equity (see Pages 24-42 of this handbook for details).
(2) The Financial Statements for 2023 have been audited and endorsed by the Certified Public Accountants Guei-Duan Chen and Chang-Yun Yi of EnWise CPAs & Co., and have been submitted to the Audit Committee for audit together with the Business Report, therefore, the above Financial Statements and Business Report are hereby submitted for acknowledgment.

Resolutions:

Proposal 2 (Proposed by the Board of Directors)

Subject: Proposal for distribution of 2023 earnings is submitted for acknowledgment. Description:

(1) As of December 31, 2023, the Company’s undistributed earnings at the beginning of the period was NT$1,405,254,991, and by adding the net profit after tax of NT$210,810,719 for 2023, lessing the unrealized assessment profit or loss of financial assets assessed through other comprehensive income of NT$9,038,008, lessing other comprehensive income after tax for the year - defined benefit actuarial profit and loss of NT$280,609 and the provision of legal reserve of NT$20,149,210, the total earnings available for distribution was NT$1,586,597,883, and the earnings distribution statement of the Company’s earnings for the year 2023 is hereby prepared: (see Page 43 of this handbook for details)
(2) Dividends of shareholders: cash dividend per share was NT$1.5; After being approved at the annual shareholders’ meeting, the Chairman is authorized to set another base date of ex-dividend payment for distribution.
(3) The cash dividend shall be calculated according to the distribution ratio until the total amount of the cash dividend is integral NT$, the decimals shall be omitted, and the the total amount of odd dividends less than NT$1 shall be adjusted from the decimal point from big to small and the account number from front to back, until meeting the total distribution amount of cash dividend.
(4) In the event of a subsequent change in the share capital of the Company, affecting the number of outstanding shares and resulting in a change in the dividend rate to shareholders, it is proposed that the annual shareholders’ meeting should authorize the Chairman to deal with the matter at his sole discretion.

Resolutions:

[Items for Election]

(Proposed by the Board of Directors)

Subject: A proposal for election of additional new directors is submitted for a vote.

Description:

(1) Due to business needs, the Company is proposed to elect an additional director at this Shareholders’ Meeting by candidate nomination system.
(2) The term of office of the added director shall be the same with that of existing directors, namely from the date of election to June 6, 2026.
(3) The list of director candidates has been passed by the Board of Directors on March 5, 2024, and relevant data is hereby stated as follows:

Director candidates	Education Recognitions	Work experience	Current Position	Shares held
Shang-Ru Yang	Master of Business Administration, National Chung Hsing University	Vice Chairman of AWEA Mechantronic Co., Ltd. President of AWEA Mechantronic Co., Ltd. Person in charge of Zonghan Investment Co., Ltd. Director of Fittech Co., Ltd. Director of Turvo International Co., Ltd. Special Assistant to President of Goodway Machine Corp. Supervisor of Hung Jiu Machine Co.,Ltd.	President of AWEA Mechantronic Co., Ltd. Person in charge of Zonghan Investment Co., Ltd. Director of Fittech Co., Ltd. Director of Turvo International Co., Ltd.	0

(4) This election was performed in accordance with the “Rules for Election of Directors”.

(5) It is hereby submitted for election.

Election results:

[Matter for Discussion]

(Proposed by the Board of Directors)

Subject: Proposal for cancellation of the non-competition restriction on new directors is submitted for discussion.

Description:

(1) In accordance with 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 meeting of shareholders the essential contents of such an act and secure its approval.”.
(2) In order to attract excellent talents in the industry, it is proposed to submit to the Shareholders’ Meeting to approve dissolution of non-competition restriction on the added director.
(3) The non-competition restriction items dissolved for the new director is as follows in details:

details:
Title	Name	Positions held concurrently at another company
Director	Shang-Ru Yang	President of AWEA Mechantronic Co., Ltd. Person in charge of Zonghan Investment Co., Ltd. Director of Fittech Co., Ltd. Director of Turvo International Co.,Ltd.

(4) It is hereby submitted for resolution.

Resolutions:

[Questions and Motions]

[Adjournment]

Appendix 1 Independent Auditors’ Report

To AWEA Mechantronic Co., Ltd.:

Audit Opinion

We have audited the accompanying parent company only balance sheets of AWEA Mechantronic Co., Ltd., as at December 31, 2023 and 2022, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of AWEA Mechantronic Co., Ltd. as of December 31, 2023 and 2022 and for the years then ended, and its individual financial performance and its individual cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers based on our audit results and the audit reports of other certified public accountants (CPAs) (refer to the section of “Other matters”).

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2023 of AWEA Mechantronic Co., Ltd. These matters were addressed in the context of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do

not provide a separate opinion on these matters.

Key audit matters for the Company’s individual financial statements for the year ended December 31, 2023 are stated as follows:

Revenue recognition

The main source of revenue for AWEA Mechantronic Co., Ltd. is the sales of machining centers. In 2023, the recognized revenue was NT$1,301,851 thousand, which accounted for about 83% of the total operating revenue. Since the sales locations include Taiwan, Mainland China, Italy and the United States, the sales terms vary by customers, the risks of ownership and the time of compensation transfer shall be determined in accordance with the terms of the customer’s orders or contracts, and the time and amount of revenue recognition can have a significant impact on the financial statements. Therefore, we have identified revenue recognition as one of the key audit matters.

For the accounting policies related to revenue recognition, please refer to Note IV to the parent company only financial statements.

We evaluated the reasonableness of the sales revenue recognition, performed the cut-off point test, and performed internal control tests to understand the design and implementation of the sales revenue recognition process and the related control system of AWEA Mechantronic Co., Ltd. In addition, we conducted related control tests on the sales and collection cycles, sampled and checked the sales contracts to confirm the correctness of the information in the accounting system, performed reconciliations between the general ledger system and the sales system, and assessed whether the time of revenue recognition was in accordance with the relevant reporting regulations.

Evaluation of inventories

AWEA Mechantronic Co., Ltd. mainly engages in the design, manufacture and sales of special machines, automation equipment and computer-controlled tool machines. As of December 31, 2023, the total inventories, allowance for market value decline and loss on obsolete and slow-moving inventories were NT$1,365,995 thousand and NT$356,980 thousand, respectively. Inventories of AWEA Mechantronic Co., Ltd. are measured at cost and net realizable value. Allowance for market value decline and loss on obsolete and slow-moving inventories are allocated for inventories aged over a certain period of time or individually identified as obsolete. Due to the intense competition in the spare parts market and the varying speeds of obsolescence of different products, the risks of loss on decline in the market value or obsolete inventories are

relatively high. The net realizable values used for obsolete inventories and their evaluation usually involve subjective judgment and are therefore highly uncertain. Considering the significant impact of inventories and their allowance for market value decline and loss on obsolete and slow-moving inventories on financial statements, we have identified allowance for market value decline and loss on obsolete and slow-moving inventories as one of the key audit matters.

For the accounting policies related to inventories, please refer to Note IV to the parent company only financial statements; for significant accounting estimates and assumptions used in the evaluation of inventories, please refer to Note V to the parent company only financial statements. We understood, evaluated, and tested the design and implementation of the internal control system related to inventory management, obtained the evaluation data on the lower of cost or net realizable value of inventories compiled by management authority, sampled and estimated the selling price information to the most recent sales records, and assessed the basis of management authority’s estimate of net realizable value and its reasonableness; obtained an inventory aging statement, and assessed the appropriateness of the policy on provision for allowance for market value decline and loss on obsolete and slow-moving inventories.

Other Matters - References to the Audits of Other CPAs

In the above parent company only financial statements, the financial statements of YAMA SEIKI USA, INC. and Huahan Leasing Co., Ltd., which are investments accounted for using equity method, were not audited by us, but were audited by other CPAs entrusted by the Company. For the years ended December 31, 2023 and 2022, the balances of investments accounted for using equity method were NT$116,713 thousand and NT$109,850 thousand, respectively, which both accounted for 2% of the Company’s total assets. For the years ended December 31, 2023 and 2022, the share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method were NT$7,178 thousand and NT$7,782 thousand, respectively, which accounted for 3% and 2% of the Company's net profit before tax, respectively.

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

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

material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing AWEA Mechantronic Co., Ltd.’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 AWEA Mechantronic Co., Ltd. or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the AWEA Mechantronic Co., Ltd.’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 auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from fraud or error. Misstatements 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

I. 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. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
II. Obtain an understanding of internal control relevant to the audit to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the AWEA Mechantronic Co., Ltd.’s internal control.
III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.

IV. 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 AWEA Mechantronic Co., Ltd.’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 AWEA Mechantronic Co., Ltd. to cease to continue as a going concern.
V. Evaluate the overall presentation, structure and content of the parent company only financial statements, including relevant notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
VI. Obtain sufficient appropriate audit evidence regarding the financial information of the investee company accounted for using equity method to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit of such investee company. We remain solely responsible for our audit opinion on the parent company only financial statements.

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 AWEA Mechantronic Co., Ltd. for the year ended December 31, 2023 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.

EnWise CPAs & Co.

CPA Guei-Duan Chen

CPA Chang-Yun Yi

Approval number of the Securities and Approval number of the Securities and Futures Management Committee, Futures Management Committee, Ministry of Finance Ministry of Finance (1990) Tai-Cai-Zheng (I) No. 27495 (2003) Tai-Cai-Zheng (VI) No. 121986

March 5, 2024

Notice to Readers

The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such company only financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors' report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese- language independent auditors' report and parent company only financial statements shall prevail.

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Independent Auditors’ Report

To AWEA Mechantronic Co., Ltd.:

Audit Opinion

We have audited the accompanying consolidated balance sheets of AWEA Mechantronic Co., Ltd. and its Subsidiaries as at December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of AWEA Mechantronic Co., Ltd. and its subsidiaries as of December 31, 2023 and 2022 and for the years then ended, and its consolidated financial performance and its consolidated cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China, based on our audit results and the audit reports of other certified public accountants (CPAs).

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023 of AWEA Mechantronic Co., Ltd. and its subsidiaries. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the consolidated financial statements for the year ended December 31, 2023 of AWEA Mechantronic Co., Ltd. and its subsidiaries are stated as follows:

Revenue recognition

The main source of revenue for AWEA Mechantronic Co., Ltd. and its subsidiaries is the sales of machining centers. In 2023, the recognized revenue was NT$2,241,199 thousand, which accounted for about 95% of the total operating revenue. Since the sales locations include Taiwan, Mainland China, Italy and the United States, the sales terms vary by customers, the risks of ownership and the time of compensation transfer shall be determined in accordance with the terms of the customer's orders or contracts, and the time and amount of revenue recognition can have a significant impact on the financial statements. Therefore, we have identified revenue recognition as one of the key audit matters.

For the accounting policies related to revenue recognition, please refer to Note IV to the consolidated financial statements.

We evaluated the reasonableness of the sales revenue recognition, performed the cut-off point test, and performed internal control tests to understand the design and implementation of the sales revenue recognition process and the related control system of AWEA Mechantronic Co., Ltd. and its subsidiaries. In addition, we conducted related control tests on the sales and collection cycles, sampled and checked the sales contracts to confirm the correctness of the information in the accounting system, performed reconciliations between the general ledger system and the sales system, and assessed whether the time of revenue recognition was in accordance with the relevant reporting regulations.

Evaluation of inventories

AWEA Mechantronic Co., Ltd. and its subsidiaries mainly engage in the design, manufacture and sales of special machines, automation equipment and computer-controlled tool machines. As of December 31, 2023, the total inventories, allowance for market value decline and loss on obsolete and slow-moving inventories were NT$1,950,844 thousand and NT$502,070 thousand, respectively. Inventories of AWEA Mechantronic Co., Ltd. and its subsidiaries are measured at cost and net realizable value. Allowance for market value decline and loss on obsolete and slow-moving inventories are allocated for inventories aged over a certain period of time or individually identified as obsolete. Due to the intense competition in the spare parts market and the varying speeds of obsolescence of different products, the risks of loss on decline in the market value or obsolete inventories are relatively high. The net realizable values used for obsolete inventories and their evaluation usually involve subjective judgment and are therefore highly uncertain. Considering the significant impact of inventories and their allowance for market value decline and loss on obsolete and slow-moving inventories on financial statements, we have identified allowance for market value decline and loss on obsolete and slow-moving inventories as one of the key audit matters.

For the accounting policies related to inventories, please refer to Note IV to the consolidated financial statements; for significant accounting estimates and assumptions used in the evaluation of inventories, please refer to Note V to the consolidated financial statements.

We understood, evaluated, and tested the design and implementation of the internal control system related to inventory management, obtained the evaluation data on the lower of cost or net realizable value of inventories compiled by management authority, sampled and estimated the selling price information to the most recent sales records, and assessed the basis of management authority’s estimate of net realizable value and its reasonableness; obtained an inventory aging statement, and assessed the appropriateness of the policy on provision for allowance for market value decline and loss on obsolete and slow-moving inventories.

Other Matters

In the above consolidated financial statements, the financial statements of YAMA SEIKI USA, INC. and Huahan Leasing Co., Ltd., which are investments accounted for using equity

method, were not audited by us, but were audited by other CPAs entrusted by the Company. For the years ended December 31, 2023 and 2022, the balances of investments accounted for using equity method were NT$116,713 thousand and NT$109,850 thousand, respectively, which both accounted for 2% of the Company's total assets. For the years ended December 31, 2023 and 2022, the share of profit or loss of associates and joint ventures accounted for using equity method were NT$7,178 thousand and NT$7,782 thousand, respectively, which accounted for 3% and 2% of the Company's net profit before tax, respectively.

The Company has prepared the parent company only financial statements for 2023 and 2022, and we have issued an audit report containing our unqualified opinion plus the audit report issued by other CPAs as in the section of “Other matters” for reference.

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 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 AWEA Mechantronic Co., Ltd.’s and its subsidiaries’ 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 AWEA Mechantronic Co., Ltd. and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the AWEA Mechantronic Co., Ltd.’s and its subsidiaries’ financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

I. 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. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
II. Obtain an understanding of internal control relevant to the audit to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the AWEA Mechantronic Co., Ltd.’s and its subsidiaries’ internal control.
III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.
IV. 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 AWEA Mechantronic Co., Ltd.’s and its subsidiaries’ 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 AWEA Mechantronic Co., Ltd. and its subsidiaries to cease to continue as a going concern.

V. Evaluate the overall presentation, structure and content of the consolidated financial statements, including relevant notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
VI. 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 audit of such the Group. We remain solely responsible for our audit opinion on the consolidated financial statements.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of AWEA Mechantronic Co., Ltd. and its subsidiaries for the year ended December 31, 2023 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.

EnWise CPAs & Co.

CPA Guei-Duan Chen

CPA Chang-Yun Yi

March 5, 2024

Notice to Readers

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

For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese- language independent auditors' report and consolidated financial statements shall prevail .

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Appendix 2 AWEA Mechantronic Co., Ltd.

Statement of Earnings Distribution 2023

Unit: NT$

			Unit: NT$
Items	Amount		Remark
	Subtotal	Total
Opening balance Adjustments: Add: Net profit tax for 2023 Less: Unrealised gains (losses) on valuation of financial assets measured through other comprehensive income Less: Other comprehensive income after tax for 2023 - gains/losses from actuary of defined benefit Less: Legal reserve Earnings allocable Items of distribution: Shareholders’ dividend - Cash (NT$1.5/share) Unappropriated retained earnings at the end of the term	210,810,719 (9,038,008) (280,609) (20,149,210) (144,891,257)	$1,405,254,991 1,586,597,883 $1,441,706,626	Note 1
Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Hong-Bin Syu

Note:

Note 1: As stipulated by the Articles of Incorporation, 10% of the net profit after tax shall be set aside as legal reserve.

$201,492,102*10%=$20,149,210

Note 2: The amount of earnings distribution this time shall come from the earnings of 2023 in priority.

Appendix 3 Contents and Amount of Remunerations to Directors 2023

Unit: NT$ thousand; %

Title	Name	Director’s remuneration	Director’s remuneration	Director’s remuneration	Director’s remuneration	Director’s remuneration	Director’s remuneration	Director’s remuneration	Director’s remuneration	The sum of A, B, C and D as a percentage of after-tax profit	The sum of A, B, C and D as a percentage of after-tax profit	Remuneration as an employee	Remuneration as an employee	Remuneration as an employee	Remuneration as an employee	Remuneration as an employee	Remuneration as an employee	Remuneration as an employee	Remuneration as an employee	The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit	The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit	Remuneration received from the invested companies other than the subsidiaries and the parent company
		Remuneration (A)		Pension (B)		Remuneration to directors (C)		Fees for services rendered (D)				Salaries, bonuses, special allowances etc. (E)		Pension (F)		Compensation to employees. (G)
		The Company	All companies shown in the financial report	The Company	All companies shown in the financial report	The Company	All companies shown in the financial report	The Company	All companies shown in the financial report	The Company	All companies shown in the financial report	The Company	All companies shown in the financial report	The Company	All companies shown in the financial report	The Company		All companies shown in the financial report		The Company	All companies shown in the financial report
																Cash amount	Stock amount	Cash amount	Stock amount
Chairman	De-Hua Yang	0.012	0.012	-	-	550	550	35	35	585 0.28%	585 0.28%	-	-	-	-	-	-	-	-	585 0.28%	585 0.28%	None
Director	Goodway Machine Corp.	-	-	-	-	550	550			550 0.26%	550 0.26%	-	-	-	-	-	-	-	-	550 0.26%	550 0.26%	None
Director	Goodway Machine Corp. Representative: Cheng-Xuan Wang			-	-			35	35	35 0.02%	35 0.02%	240	652	-	-	100	-	100	-	375 0.18%	787 0.37%	None
Director	Goodway Machine Corp. Representative: Kun-Nan Zhuang							20	20	20 0.01%	20 0.01%									20 0.01%	20 0.01%	None
Director	Cheng-Jun Yang	-	-	-	-	275	275	30	30	305 0.14%	305 0.14%									305 0.14%	305 0.14%	None
Director	Qing-Feng Yang	-	-	-	-	275	275	35	35	310 0.15%	310 0.15%	-	-	-	-	-	-	-	-	310 0.15%	310 0.15%	None
Independent Director	Yi-Min Lin							15	15	15 0.01%	15 0.01%									15 0.01%	15 0.01%	None
Independent	Lian-Fa Yang							10	10	10	10									10	10	None

Title	Name	Director’s remuneration	Director’s remuneration	Director’s remuneration	Director’s remuneration	Director’s remuneration	Director’s remuneration	Director’s remuneration	Director’s remuneration	The sum of A, B, C and D as a percentage of after-tax profit	The sum of A, B, C and D as a percentage of after-tax profit	Remuneration as an employee	Remuneration as an employee	Remuneration as an employee	Remuneration as an employee	Remuneration as an employee	Remuneration as an employee	Remuneration as an employee	Remuneration as an employee	The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit	The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit	Remuneration received from the invested companies other than the subsidiaries and the parent company
		Remuneration (A)		Pension (B)		Remuneration to directors (C)		Fees for services rendered (D)				Salaries, bonuses, special allowances etc. (E)		Pension (F)		Compensation to employees. (G)
		The Company	All companies shown in the financial report	The Company	All companies shown in the financial report	The Company	All companies shown in the financial report	The Company	All companies shown in the financial report	The Company	All companies shown in the financial report	The Company	All companies shown in the financial report	The Company	All companies shown in the financial report	The Company		All companies shown in the financial report		The Company	All companies shown in the financial report
																Cash amount	Stock amount	Cash amount	Stock amount
Director										0.00%	0.00%									0.00%	0.00%
Independent Director	Li-Ying Luo					275	275	20	20	295 0.14%	295 0.14%									295 0.14%	295 0.14%	None
Independent Director	Yu-Ren Su	-	-	-	-	275	275	20	20	295 0.14%	295 0.14%	-	-	-	-	-	-	-	-	295 0.14%	295 0.14%	None
Independent Director	Zheng-Yong Huang	-	-	-	-	275	275	15	15	290 0.14%	290 14%	-	-	-	-	-	-	-	-	290 0.14%	290 0.14%	None
Independent Director	Xi-Peng Hong	-	-	-	-	275	275	35	35	310 0.15%	310 0.15%	-	-	-	-	-	-	-	-	310 0.15%	310 0.15%	None

Note: 1. Director Cheng-Jun Yang was provided with a car, at the cost of NT$3,675 thousand, and book value at NT$1,888 thousand. (It was not included in the salary, bonus and special expenditures for 2023)

Appendix 4 AWEA Mechantronic Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Article 1 The Company is organized in accordance with the provisions for company limited by shares in the Company Act, and named AWEA MECHANTRONIC CO., LTD.

Article 2 The Company’s businesses are as follows:

CB01010 Mechanical Equipment Manufacturing.
CC01110 Computer and Peripheral Equipment Manufacturing.
I501010 Product Designing.
F113010 Wholesale of Machinery.
F213080 Retail Sale of Other Machinery and Equipment.
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 The Company is established in Hsinchu County, Taiwan, and shall establish branches both at home and abroad upon resolution by the Board of Directors when necessary. Article 4 The announcement of the Company shall be published in prominent parts of the daily newspapers of the county or city where the Company is located and in circulars.

Chapter 2 Shares

Article 5 Total investment of the Company may not be limited by Article 13 of the Company Act, and may exceed 40% of the total paid-in capital. Article 6 Mutual guarantees shall be made between the Company and the associated enterprises. Article 7 The total capital of the Company is set at NT$1.2 billion, which is divided into 120 million shares, each with a par value of NT$10, which are authorized to be issued by the Board of Directors in batches. Of which, NT$50 million is divided into 5 million shares, each with a par value of NT$10, and are reserved for issuing employee stock options. Article 8 The Company issues its shares in registered form, and all shares are signed or sealed by the directors representing the Company, and are endorsed by the bank acting as endorser for issuance of shares. The Company may be exempted from printing stock certificates for the shares issued, and shall register the issuance with the Centralized Securities Depository Enterprises. Article 9 In case the Company issues new shares with capital increase in the future, 10%-15% of such shares shall be reserved for preferential subscription by the employees of the Company at that time according to the Company Act. The proportion of subscription by the preferential employees for each capital increase shall be decided by the Board of Directors. Article 10 The transfer of shares shall be suspended at least 60 days before an annual shareholders’ meeting, 30 days before an extraordinary shareholders’ meeting, or 5 days before the

record date of payout of dividends and bonus or other benefits as decided by the Company.

		Chapter 3 Shareholders’ Meetings
Article	11	The shareholders’ meeting is divided into annual general meeting of shareholders and
		extraordinary shareholders’ meeting, where, the annual shareholders’ meeting is held
		once a year within six months after the end of each fiscal year. The extraordinary
		meeting is convened in accordance with relevant laws and regulations when necessary.
		The Company may convene a shareholders’ meeting by video conference or by other
		methods as announced by the Ministry of Economic Affairs.
Article	12	In case a shareholder can’t be present at a shareholders’ meeting for some reason, he/she
		may appoint a proxy to attend the meeting by providing the Power of Attorney issued by
		the Company and stating the scope of the proxy’s authorization. As for the measures for
		a shareholder’s appointing a proxy to attend a shareholders’ meeting, in addition to
		following Article 177 of the Company Act, it shall be handled in accordance with the
		“Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of
		Public Companies” issued by the competent authority.
Article	13	The shareholders’ meeting shall be convened by the Board of Directors, and presided
		over by the Chairman. In case of absence of the Chairman, the Chairman shall designate
		a director as his/her agent. If no such a director is designated, the directors shall elect
		one director as agent of the Chairman; if a shareholders’ meeting is convened by a party
		with power to convene but other than the Board of Directors, the convening party shall
		chair the meeting. When there are two or more such convening parties, they shall
		mutually select a chairperson from among themselves.
Article	14	A shareholder of the Company shall be entitled to one vote for each share held, but
		those shareholders having the circumstances stipulated in Article 179 of the Company
		Act shall not have any voting right.
Article	15	Unless otherwise provided by relevant laws and regulations, resolutions by the
		shareholders’ meeting shall be adopted with the approval of the attending shareholders
		(in person or by proxy) who represent more than half of the voting rights in attendance
		at a shareholders’, meeting attended by shareholders representing more than half of the
		total number of outstanding shares.
Article	16	Matters relating to the resolutions by a shareholders’ meeting shall be recorded in the
		meeting minutes and handled in accordance with Article 183 of the Company Act or
		other relevant laws and regulations.
		Chapter 4 Directors and Audit Committee
Article	17	The Company has seven to eleven directors in place who are elected at the shareholders’
		meeting from a list of candidates based on a candidate nomination system. Their term of
		office is three years, and they may be renewed if re-elected. Total shareholding
		proportion of all directors is handled as stipulated by the securities competent authority.

The above directors may include at least three independent directors who shall not account for less than one fifth of the directors. The professional qualifications, shareholding, restrictions on concurrent positions held, election and appointment methods, and other matters to be complied with for independent directors shall be subject to the relevant regulations of the competent securities authority.

Article 18 A board meeting shall be organized by the directors, and attended by more than two-thirds of all directors. With the consent of more than half of the attending directors, one person shall be elected as the Chairman, and one vice chairman shall be elected the same way. The Chairman shall act as the chairperson of the shareholders’ meeting and board meeting internally, and shall represent the Company externally. The board meeting shall be held quarterly, and for the convening of a board meeting, the reasons shall be stated and the directors shall be notified seven days prior to the meeting date; but it may be convened at any time in case of emergency. The notice of convening a board meeting may be sent by fax, e-mail, etc. instead of written form. Except that the first board meeting shall be convened in accordance with Article 203 of the Company Act, all other board meetings shall be convened and presided over by the Chairman, in case the Chairman asks for leave or is unable to exercise his powers for some reason, his proxy shall be handled in accordance with Article 208 of the Company Act. A director shall attend the board meeting in person. If a director is unable to attend the board meeting for any reason, he may appoint another director to act for him. If a board meeting is held by video conference, the directors who participate in the video conference shall be deemed to have attended the meeting in person. The Company may, during the term of office of a director, purchase liability insurance for the director in respect of his/her legal liability in respect of the scope of his/her business.

Article 19 The Company establishes an Audit Committee in accordance with the provisions of the Securities and Exchange Act. The Audit Committee is composed of all independent directors and is responsible for performing the functions and powers prescribed by the Securities and Exchange Act, the Company Act and other laws. The Board of Directors of the Company may set up a Remuneration Committee or other functional committees as necessary for business operation.
Article 20 The Company shall pay remuneration to directors executing positions in the Company, regardless the profit or loss of the Company. The remunerations to the Chairman and directors of the Company shall be authorized to be determined by the Board of Directors according to the degree of their participation in the operation of the Company and the value of their contributions, taking into account both the domestic and foreign industry standards.
Article 21 Resolution on major matters Resolutions on the major matters below shall be approved by more than half of the attending directors at a board meeting attended by more than two-thirds of all directors: 1. Proposal for amending Articles of Incorporation of the Company.

Capital increase and issuance of new shares of the Company.
Audit of annual budget and final settlement.
Proposal for distribution of earnings or deficit compensation.
Approval of the matters endorsed, accepted and guaranteed in the name of AWEA.
Approval of the acquisition and transfer of specialized technologies, and of technological collaboration contracts.
Re-investment in related businesses.
Article 22 Matters relating to the resolutions by the Board of Directors shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy shall be distributed to each director within 20 days after the conclusion of the meeting. The minutes shall record the matters and results of the proceedings of the meeting, and shall be kept in the Company together with the attendance book of the Directors present at the meeting, as well as the power of attorney for their attendance.

Article 23 Deleted.

Chapter 5 Managers & Employees Article 24 The Company establishes a president, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Article 25 The Company may employ a consultant upon resolution by the Board of Directors.

Chapter 6 Final settlement

Article 26 The Company shall, at the end of each fiscal year, prepare the following statements by the Board of Directors and submit them to the annual shareholders’ meeting for recognition in accordance with legal procedures.

Business Report.
Financial Statements.
Proposal for earnings distribution or deficit compensation.
Article 27 1. Employees’ compensation and directors’ remuneration

If the Company has profit in the year (the so-called profit refers to the profit before tax, and before deduction of employees’ compensation and directors’ remuneration), it shall set aside 3%-8% of the profit as employees’ compensation, and set aside no more than 2% as directors’ compensation. The Company may distribute the above compensation to employees of its subsidiaries who meet certain criteria, and the terms and methods of distribution shall be determined by the Board of Directors. However, if the Company has accumulated deficit, an amount to cover such deficit shall be reserved in advance.

Earnings distribution

The Company’s annual net income after final settlement shall be used to pay taxes and cover the deficits of prior years according to law, 10% of the remaining income shall be set aside as legal reserve and special reserve in accordance with the law,

and the remaining balance shall be added to the undistributed earnings of prior years and a part of which retained as the capital required for the business growth, and then the Board of Directors shall prepare the earnings distribution proposal and submit it to the Shareholders’ Meeting for resolution. When the Company adopts International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (hereinafter referred to as IFRS) approved by the Shareholders’ Meeting for the first time, the unrealised revaluation appreciation and cumulative translation adjustments (benefits) under shareholders' equity in the accounts shall be transferred to retained earnings as a result of the selection of exemptions from IFRS 1, to set aside separate special reserves of the same amount. However, if the increase in retained earnings arising from the first adoption of IFRSS on the conversion date is not sufficient, only the increase in retained earnings arising from the conversion to IFRS may be set aside. When the Company subsequently uses, disposes of or reclassifies the relevant assets, it may reverse and distribute the earnings in the proportion of the special reserve originally set aside.

When distributing distributable earnings, the Company shall set aside special reserves that shall not be distributed in the following manner:

(1) For net deduction of other equities accounted for the current period (e.g., accumulated balance of Exchange difference on translation of financial statements of foreign operations, unrealized gains and losses on financial assets measured at fair value through other comprehensive income, gains and losses on hedging instruments, revaluation appreciation, etc), special reserve of the same amount included in undistributed earnings from the net profit after tax of the current period plus the items other than the net profit after tax of the current period shall be set aside, and if it is still insufficient, it shall be set aside from undistributed earnings of the previous period.
(2) For the net deduction of other equities accumulated in the previous period, the special reserve shall be excluded from distribution in one of the following ways:
A. Set aside special reserve of the same amount from undistributed earnings of the previous period.
B. Set aside special reserve of the same amount from undistributed earnings of the previous period, if it is still insufficient, it shall be set aside from the amount of net profit after tax of the current period plus items other than the net profit after tax of the current period included in undistributed earnings of the current period.
(3) If the Company has set aside special reserve according to the preceding paragraph, it shall set aside special reserve for the difference between the amount already set aside and the amount ought to be set aside as special

reserve in the preceding two items. If the net deductions of other shareholders’ equity are reversed, special surplus reserve shall be reversed from the reversed portion to distribute earnings.

The Company authorizes the Board of Directors to resolve to distribute the dividends and bonuses or all or part of the legal reserve and capital surplus in the form of cash with a majority vote of attending directors at a board meeting attended by two-thirds of all directors, which shall be reported to the Shareholders’ Meeting.

Dividend policy

The Company is in an industry with changing environment, and in the growth stage of life cycle, and in order to consider long-term financial planning and meet the cash inflow needs of shareholders, the annual cash dividend shall not be less than 10% of the total cash and stock dividends.

Article 28 Research and development of the enterprise: For confidential research and development in the new direction of the enterprise, it can be carried out by special units under certain funds approved by the Board of Directors in advance, and all employees except the directors and the President can be kept confidential. Article 29 Within one year after the official operation of the enterprise, the members of the Welfare Committee shall be elected by “one person with one vote” among the employees. The number of members shall be less than one-fifth of the number of employees, but the number must be odd, and the total number shall not exceed 11. The Welfare Committee shall consist of one director general and one representative of the employer to be responsible for communication, but neither of them shall have voting rights. Article 30 The Company’s Articles of Incorporation and rules for implementation are separately formulated by the Board of Directors. Article 31 Matters not stipulated in the Articles of Incorporation shall be handled in accordance with the Company Act and relevant laws and regulations. Article 32 These Articles of Incorporation was formulated on June 4, 1986. The 1st amendment was made on July 3, 1986. The 2nd amendment was made on October 1, 1987. The 3rd amendment was made on April 15, 1989. The 4th amendment was made on July 7, 1989. The 5th amendment was made on May 18, 1997. The 6th amendment was made on May 29, 1999. The 7th amendment was made on May 20, 2000. The 8th amendment was made on August 19, 2000. The 9th amendment was made on May 25, 2001. The 10th amendment was made on May 29, 2002. The 11th amendment was made on June 11, 2003.

The 12th amendment was made on June 16, 2004. The 13th amendment was made on June 19, 2006. The 14th amendment was made on June 9, 2008. The 15th amendment was made on June 16, 2009. The 16th amendment was made on June 29, 2010. The 17th amendment was made on June 18, 2012. The 18th amendment was made on June 9, 2014. The 19th amendment was made on June 24, 2016. The 20th amendment was made on June 10, 2020. The 21st amendment was made on June 15, 2022. The 22nd amendment was made on June 7, 2023.

Appendix 5

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1. The Company’s shareholders’ meetings, except as otherwise provided by laws and regulations, shall be handled in accordance with these Rules. Changes to the method of convening a shareholders’ meeting shall be subject to resolution by the board of directors and shall be made no later than before the notice of the shareholders’ meeting is sent. 2. The Company shall furnish the attending shareholders (or agents) with an attendance book to sign, or attending shareholders (or agents) may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be counted according to the shares indicated in the attendance book or the sign-in cards handed in and the sign-in record on the video conference platform plus the number of shares whose voting rights are exercised in writing or by electronic means. For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company 5 days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, this provision does not apply to the declaration is made to cancel the previous proxy form. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. Once a proxy form is received by the Company, in the case that the shareholder intends to attend the shareholders’ meeting by video conference, a written proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders’ meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail. The Company shall state, in the meeting notice, the sign-in time and place for shareholders, solicitors, and proxies (hereinafter referred to as “shareholders”), and other matters that shall be noted. If a shareholders’ meeting is held by video conference, the method for the participation and exercise of rights, the way to deal with the obstruction of sending to the video conference platform or participating by video conference due to force majeure, and the date when the meeting is postponed or renewed and other precautions shall be recorded; if a video conference is held for a shareholders’ meeting, the appropriate alternative measures provided by the shareholders who have difficulty participating by video shall be recorded.

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Shareholders shall attend the shareholders’ meetings with their attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting handbook, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors and supervisors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. If a shareholders' meeting is convened by video conference, shareholders who wish to attend by video conference should register with the Company two days prior to the shareholders’ meeting. If a shareholders’ meeting is convened by video conference, the Company shall upload the meeting handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes prior to the start of the meeting and continue to disclose them till the end of the meeting. 3. Attendance and voting at a shareholders’ meeting shall be calculated based the number of shares. 4. The shareholders’ meeting shall be held at the business office of the Company or at a place that is convenient and suitable for holding the shareholders’ meeting. The meeting shall start at 9:00am to 3:00pm. When the Company convenes a shareholders’ meeting by video conference, it is not subject to the restriction on location of the meeting in the preceding paragraph. 5. If the shareholders’ meeting is convened by the Board of Directors, the Chairman shall chair the meeting. If the Chairman asks for leave or is unable to exercise his powers for some reason, the vice chairman shall chair the meeting. In case of no vice chairman or the vice chairman also asks for a leave or is unable to exercise his powers for some reason, he/she shall designate a director to act as the chair. In the absence of such a designation, the directors shall elect a chair from among themselves. If a shareholders’ meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chairperson from among themselves. 6. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity. 7. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote counting procedures.

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The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation. If a shareholders’ meeting is convened by video conference, the Company shall keep records of shareholders' registration, sign-in, questions raised, and voting and the Company’s vote counting results and retain the records, while making an uninterrupted audio and video recording of the entire video conference. Such recordings shall be properly kept by the Company during the period of its existence and provided to those who are entrusted to handle the video conference affairs for storage. 8. The chairperson shall call the meeting to order upon the meeting time, while announcing the number of non-voting rights and the number of shares in attendance. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If attending shareholders still represent fewer than one third of the total number of issued shares after two postponements, the chairperson shall declare the meeting adjourned. If a shareholders’ meeting is convened by video conference, the Company shall also declare the meeting adjourned on the video conference platform. If attending shareholders still represent fewer than one third of the total number of issued shares after two postponements, a tentative resolution may be passed in accordance with Article 175, paragraph 1 of the Company Act. Shareholders shall be notified of the tentative resolution that another shareholders’ meeting will be convened within one month. If a shareholders’ meeting is convened by video conference, shareholders who wish to attend by video conference shall re-register with the Company. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act. 9. Agenda of a shareholders’ meeting shall be determined by the Board of Directors, and the meeting shall proceed in the order set by the agenda, which may not be changed without a resolution. The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding paragraph (including extempore motions), except by a resolution of the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, a new chairperson shall be elected by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. After the meeting is adjourned by resolution, the shareholders shall not elect another chairperson to continue the meeting at the same address or at another place. 10. Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairperson.

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A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder that has the floor; the chair shall stop any violation. 11. Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chairperson may terminate the speech. 12. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal. 13. After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond. If a Shareholders’ Meeting is held by video conference, the shareholders attending the meeting by video may ask questions in text form on the video conference platform of Shareholders’ Meeting, after the chairperson has announced opening of the meeting, until announcing closure of the meeting. Questions may be raised for each proposal for no more than 2 times, and each question shall be limited to 200 words. If such questions in the preceding paragraph are not in violation of the regulations or not outside the scope of the motions, it is advisable to disclose such questions on the video conference platform. 14. For discussion of a proposal, when the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed and call for a vote and arrange sufficient time for voting. Except as otherwise provided in the Company Act and in the Articles of Incorporation of the Company, the resolution of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. A shareholder shall be entitled to one vote 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. When the Company holds a shareholders’ meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

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A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 2 days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After shareholders exercise their voting rights in writing or by electronic means, if they wish to attend the shareholders’ meeting in person or by video conference, they shall serve a declaration of intent to retract the voting rights already exercised under the preceding paragraph two days before the shareholders’ meeting in the same manner in which the voting rights were exercised; otherwise the voting rights exercised in writing or by electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail. 15. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that the monitoring personnel shall be a shareholder of the Company. The voting results shall be reported on the spot, and shall be recorded. 16. When the meeting is in progress, the chairperson may call a break at his discretion. 17. At the time of a vote, for each proposal, the chairperson or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When a shareholders’ meeting is convened by video conference, after the chairperson declares the voting closed, the votes shall be counted at one go, and the voting and election results shall be announced. If a video-assisted shareholders’ meeting is convened, the shareholders, solicitors or entrusted agents who have registered to attend the shareholders’ meeting by video conference as per these measures, intend to attend the physical shareholders’ meeting in person, shall rescind the registration in the same manner as the registration two days before the shareholders’ meeting, otherwise they can only attend the shareholders’ meeting by video conference. If a shareholder attending a Shareholders’ Meeting via video has exercised voting rights in writing or electronically and has not canceled its intention, it shall not exercise voting rights again on, or propose any amendment to, the former proposal or exercise voting rights on such amendment, except for extempore motion. 18. When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. 19. The chairperson may direct the proctors (or security personnel) to help maintain order at the meeting place.

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20. Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of votes won by each candidate in the event of an election of directors and supervisors. The number of voting rights shall be retained for the duration of the existence of the Company. When a shareholders’ meeting is convened by video conference, the meeting minutes shall contain the start and end time of the shareholders’ meeting, the method of convening the meeting, the names of the chairperson and the meeting taker, as well as the response method and the response situation when the appropriate alternative measures provided for shareholders having difficulty attending the shareholders’ meeting by video and other force majeure events have obstructed the video conference platform or the participation in the video conference in addition to the matters that shall be recorded in accordance with the preceding paragraph. 21. The Company shall, on the day of the shareholders’ meeting, compile a statistical statement in the prescribed format and disclose the number of shares solicited by the solicitor, the number of shares represented by the proxies, and the number of shares in attendance in writing or by electronic means clearly on-site at the shareholders’ meeting. When a shareholders’ meeting is convened by video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes before the start of the meeting and continue to disclose it till the end of the meeting. When a shareholders’ meeting is convened by video conference, when the chair calls the meeting to order, the number of voting rights of the shareholders in attendance shall be disclosed on the video conference platform. The same shall apply if other shareholders with voting rights in attendance are counted during the meeting. If any matter put to a resolution at a shareholders’ meeting constitutes significant information under laws or regulations or under the regulations of Taiwan Stock Exchange (Taipei Exchange), the Company shall upload its contents to MOPS within stipulated time period. 22. If a shareholders’ meeting is held by video conference, the Company shall, after ending of the voting, disclose the voting results of various proposals and election results in a real time on the video conference platform of Shareholders' Meeting according to stipulations in a continued way for 15 minutes after the chairperson announces a postponement of the meeting. 23. When a shareholders’ meeting is convened by video conference, the chairperson and the minute taker shall be at the same location in Taiwan, and the chairperson shall disclose the address of the place when calling the meeting to order.

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24. If a Shareholders’ Meeting is held by video conference, the Company shall make a simple test on connection between and among shareholders before the meeting, and shall provide related services in a real time before and during the meeting to offer assistance in dealing with any technical problems in communication. When a shareholders’ meeting is convened by video conference the chairperson shall, when calling the meeting to order, announce that there is no need for postponement or resumption of the meeting as stipulated in Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies; and that the requirement on the date of the meeting postponed or resumed due to force majeure events that have obstructed the video conference platform or the participation in the video conference for more than 30 minutes under Article 182 of the Company Act shall not apply before the chairperson declares the meeting adjourned. When a shareholders’ meeting is postponed or resumed in accordance with the preceding paragraph, the proposals for which the voting and counting of votes have been completed and the voting results or the list of elected director and supervisor have been announced, do not need to be discussed or resolved again. When the Company postpones or resumes the meeting in accordance with paragraph 2, it shall handle the relevant matters in accordance with the provisions set forth in Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and relevant preparations shall be made as per the date of the original shareholders’ meeting and the provisions of this article. And the shareholders on the register of shareholders with book closure at the original shareholders’ meeting are entitled to attend the shareholders’ meeting. Based on the period under Article 12, second-half paragraph and Article 13, paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies; Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the shareholders’ meeting at a date as per paragraph 2. When the Company convenes a video-assisted shareholder’s meeting, if the video conference cannot continue as under paragraph 2, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders’ meeting still reaches the number as required by law for resolution by the shareholders’ meeting, the shareholders’ meeting shall continue. There is no need to postpone or resume the meeting in accordance with paragraph 2. When the Company convenes a shareholders’ meeting by video conference, it shall provide appropriate alternatives to shareholders who have difficulty attending the shareholders’ meeting by video conference. 25. Matters not stipulated in these rules shall be handled in accordance with the Company Act and relevant laws and regulations. 26. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.

Appendix 6

		Document No.	AP2101
AWEA Mechantronic Co., Ltd.
		Prepared on	June 10, 2020

Management system		Version No.	A3
Name	Rules for Election of Directors	Documentpage	1

1. The election, re-election and by-election of directors of the		Company shall be handled in
accordance with these measures.
2. Directors of the Company shall be elected at the Shareholders’ Meeting.
3. The election votes shall be prepared by the Company, shall be numbered according to the
attendance card number, and shall indicate the number of voting rights of each shareholder.
4. The shareholders (including natural persons, juristic persons and their trustees, the same as below)
shall write the account number (or Business ID number) and the name of the electee on the ballot
at the beginning of the election. If the electee is a government organ or juristic person, the name
(or Business ID number) and the name of the representative shall be filled in and then put into the
ballot box. If a shareholder intends to elect more than two persons, he/she shall write the account
number and name of each electee separately.
5. Directors of the Company are elected by single-register cumulative election method. Each share
shall have voting rights in number equal to the number of directors to be elected. One director may
be elected collectively or several directors may be elected in a distributed way, and the registered
name of the electors may be substituted by the attending certificate No. printed on the ballots. The
Company’s election of directors shall be handled in accordance with the candidate nomination
procedures under Article 192-1 of the Company Act.
6. Directors of the Company shall be elected by the Shareholders’ Meeting from among those who
have the capacity to act and who, according to the number prescribed in the Articles of
Incorporation of the Company, win more voting rights representing the election rights.
7. (Deleted)
8. If two or more persons win the same number of voting rights, but the quota is exceeded, a lot shall
be drawn by those who win the same number of voting rights. For those who are not present, a lot
shall be drawn by the chairperson.
9. When the election begins, the chairperson shall designate several scrutineers and counters to
perform various related duties.
10. Each director and independent director shall have a voting box for separate voting, and shall be
examined by the scrutineers before voting.
11. In case of any of the following circumstances, the ballots shall be deemed invalid:
(1) Those ballots put into the voting box while being blank.
(2) Those ballots not being the one stipulated by these measures.
(3) Those ballots with other contents in addition to the name of the electee (including name of the
juristic person and the name of the representative) and the shareholder’s account number (or
Business ID number).
(4) Those ballots with illegible handwriting, which is difficult to recognize.

		Document No.	AP2101
AWEA Mechantronic Co., Ltd.
		Prepared on	June 10, 2020

Management system		Version No.	A3
Name	Rules for Election of Directors	Documentpage	2

(5) There are two or more candidates listed in the same one ballot.
(6) The name of the electee entered is the same as that of other shareholders, but the shareholder
account number or Business ID number is not entered to for identification.
12. After the voting is completed, the ballots shall be counted on site, and the results shall be
announced by the chairperson on site.
13. If there are any matters not specified in these measures, the Company Act and stipulations in
Articles of Incorporation of the Company shall apply.
14. These measures and any amendments hereto, shall be implemented after being adopted by the
Board of Directors and submitted to the Shareholders’ Meeting.

Appendix 7 Shareholding of All Directors

Number of shares held of individual and all directors recorded on the Shareholders’ Ledger as of April 20, 2024.
(1) Legal minimum number of shares held by all directors: 7,727,533 shares (10%X80%)
(2) Shareholding status of the directors is as follows:

Book closure date: April 20, 2024

Title	Name	Date elected	Number of shares held in the shareholder register on the book closure date	Number of shares held in the shareholder register on the book closure date
			Number of shares	Proportion
Chairman	De-Hua Yang	June 7, 2023	9,031,403	9.35%
Director	Goodway Machine Corp. (Representative: Cheng-Xuan Wang)	June 7, 2023	47,962,311	49.65%
Director	Goodway Machine Corp. (Representative: Kun-Nan Zhuang)	June 7, 2023	47,962,311	49.65%
Director	Cheng-Jun Yang	June 7, 2023	0	0
Director	Qing-Feng Yang	June 7, 2023	130,000	0.13%
Independent Director	Li-Ying Luo	June 7, 2023	0	0
Independent Director	Zheng-Yong Huang	June 7, 2023	0	0
Independent Director	Yu-Ren Su	June 7, 2023	0	0
Independent Director	Xi-Peng Hong	June 7, 2023	0	0
Total of directors			57,123,714	59.13%

As of April 20, 2024, the Company has issued total 96,594,171 shares

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AWEA — AGM Information 2024

51853_rns_2024-06-27_107e0d55-7c87-4460-8267-a234b506c50c.pdf

AWEA Mechantronic Co., Ltd.

2024 Annual Shareholders’ Meeting Meeting Handbook

Table of Contents

2024 Annual Shareholders’ Meeting of AWEA Mechantronic Co.,

Ltd. Meeting Agenda

[Contents of Reports]

1. 2023 Business Report

(Consolidated)

2. 2023 Audit Committee’s Audit Report

AWEA Mechantronic Co., Ltd.

Audit Committee’s Audit Report

3. Report on investment status in Mainland China.

(2) Limit on investments in Mainland China:

4. Report on the distribution of 2023 employees’ and directors’ remuneration

5. Report on loaning of funds

6. Report on Directors’ remuneration 2023.

[Issues Posed for Acknowledgement]

[Items for Election]

[Matter for Discussion]

[Questions and Motions]

[Adjournment]

Appendix 1

Independent Auditors’ Report

Audit Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Evaluation of inventories

Other Matters - References to the Audits of Other CPAs

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

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

Notice to Readers

Independent Auditors’ Report

Audit Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Evaluation of inventories

Other Matters

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

Appendix 2

AWEA Mechantronic Co., Ltd.

Statement of Earnings Distribution 2023

Appendix 3

Contents and Amount of Remunerations to Directors 2023

Appendix 4

AWEA Mechantronic Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Chapter 2 Shares

Chapter 6 Final settlement

Appendix 5

Appendix 6

Appendix 7

Shareholding of All Directors

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AWEA AGM Information 2024