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BESTEC AGM Information 2024

Jul 11, 2024

52312_rns_2024-07-11_c553d98a-2977-4855-a687-49c1633e5c35.pdf

AGM Information

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Stock Code ： 3308 Please visit the following website to inquire about the information of this agenda handbook

(Website ： https://mops.twse.com.tw/)

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Bestec Power Electronics Co., Ltd.

2024 Annual General Meeting Proceedings Manual

Date: June 28 2024 at 9:00 am

Address: 1st Floor, No. 69, Keji 1st Road, Huaya Science and Technology Park, Guishan District, Taoyuan City Convocation method ： Entity shareholder meeting

Note : If the English version of the manual is different from the Chinese version, the Chinese version shall prevail.

Table of contents

1 、 Meeting procedure ................................................................................................................... 1 2 、 Agenda ....................................................................................................................................... 2 I、Reporting matters .................................................................................................................................. 3 II、Acknowledgments ................................................................................................................................ 4 III、Discussion matters .............................................................................................................................. 5 IV、Election matters ..................................................................................................................................... 6 V、Other matters ........................................................................................................................................ 7 VI、Provisional motion ............................................................................................................................ 7 3 、 Annex I、2023 Business Report ............................................................................................................... 8 II、2023 Audit Committee Recognition Report ...................................................................... 11 III、2023 Accountants Audit Report and Financial Statements (Consolidated Financial Statements) ............................................................................................................................. 12 IV、2023 Earnings Distribution Statement ............................................................................. 36 V、Comparison table before and after revision of "Procedures for Acquiring or Disposing of Assets" .............................................................................................................. 37 VI、Director (including independent director) candidate list ................................................. 38 VII、Contents of competition among candidates for new directors (including independent directors) .................................................................................................................................. 40 4、Appendix I、Rules of Procedure for Shareholders' Meeting .................................................................. 41 II、Company policy .................................................................................................................... 48 III、Director election method...................................................................................................... 55 IV、Shareholding of all directors ............................................................................................. 57

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Bestec Power Electronics Co., Ltd.

Procedures for the 2024 Shareholders' Ordinary Meeting

  • I 、 Announcing the meeting (reporting the number of shares attended the shareholders meeting)

  • II、Reporting matters

  • III、Acknowledgments

  • IV、Discussion items

  • V、Election matters

  • VI、Other matters

  • VII、Provisional motion

  • VIII 、 Break up the meeting

  • 1 -

Bestec Power Electronics Co., Ltd.

2024 Shareholders' Regular Meeting Agenda

Convocation method ： Entity shareholder meeting

Date ： June 28, 2024 (Friday) at 9:00am

Address ： 1st Floor, No. 69, Keji 1st Road, Huaya Science and Technology Park, Guishan District, Taoyuan City

  • I 、 Announcing the meeting (reporting the number of shares attended the shareholders meeting)

II 、 Speech by the Chairman

  • III 、 Reporting matters

First case ： 2023 Annual Business Report.

Sencond case ： 2023 Audit Committee Recognition Report.

Third case ： 2023 Directors, Supervisors and Employees Remuneration Distribution Report.

  • IV 、 Acknowledgments

First case ： 2023Annual Business Report and Financial Statements.

Sencond case ： 2023 Earnings Distribution Statement.

  • V 、 Discussion matters

First case ： Amendment to the Company’s “Procedures for Acquisition or Disposal of Assets”.

VI 、 Election matters

First case ： Comprehensive re-election of directors.

  • VII 、 Other matters

First case: Lifting non-competition restrictions on new directors (including independent directors) and their legal representatives.

VII 、 Provisional motion

VIII 、 Break up the meeting

  • 2 -

《 Reporting matters 》

First Case

Cause of action ： 2023 Annual Business Report.

Explaintion ： The company's 2023 annual business report. (Please refer to pages 08 to 10 of this brochure, Annex 1).

Second Case

Cause of action ： 2023 Audit Committee Recognition Report.

Explaintion ： 2023 Audit Committee Audit Recognition Report. (Please refer to page 11 of this brochure, Annex 2).

Third Case

Cause of action ： 2023 remuneration distribution report for directors, supervisors and employees.

Explaintion ： 1. The company's articles of association stipulate that if there is a profit in the year, no less than 5% of the pre-tax net profit should be appropriated as employee remuneration, and no more than 4% of the upper limit should be allocated as director remuneration.

  1. The remuneration distribution of the company's directors, supervisors and employees is NT$15,211,518 and NT$30,423,037 respectively. All will be paid in cash.

  2. 3 -

《Acknowledgments》

First case Proposal of Board of Directors

Cause of action ： The 2023 annual business report and financial statements are submitted for approval.

Explaintion ：

  1. The company's 2023 individual financial statements and consolidated financial statements have been audited and completed by accountants Qiu Zhengjun and Jian Mingyan from Deloitte United Accounting Firm. And the business report has been submitted to the Audit Committee for review.

  2. Business report, accountant audit report and the above-mentioned financial statements (please refer to pages 08 to 10, pages 12 to 35, Annex 1 and Annex 3 of this manual).

  3. Please acknowledge it.

Resolution:

Second case Proposal of Board of Directors

Cause of action ： The 2023 surplus distribution case is submitted for recognition. Explaintion ：

  1. The company’s earnings distribution statement for 2012 has been approved by the board of directors on March 15, 2013. The earnings distribution statement (please refer to page 36 of this manual, attachment 4).

  2. No dividends are planned to be distributed this time.

  3. Please acknowledge it.

Resolution:

  • 4 -

《Discussion matters》

First case Proposal of Board of Directors

Cause of action ： The company plans to amend the "Procedures for Acquisition or Disposal of Assets" and submit a resolution.

Explaintion ：

  1. In order to improve the efficiency of decision-making, it is planned to revise some provisions of the company's "Procedures for Acquiring or Disposal of Assets" and a comparison table of revised provisions (please refer to pages 37 of this manual, Annex 5).

  2. 2.Please submit a resolution.

Resolution:

  • 5 -

《Election matters》

First case Proposal of Board of Directors

Cause of action ： Comprehensive re-election of directors (including independent directors) Explaintion ：

  1. The term of office of the current directors (including independent directors) will expire on Aug. 26, 2024, and a comprehensive re-election is planned.

  2. According to the company's articles of association, 7 directors (including 3 independent directors) should be elected this time. The company adopts a candidate nomination system for directors (including independent directors). Shareholders should submit a list of candidates for directors (including independent directors). Choose among them. (For the list of candidates, please refer to pages 38 to 39 of this handbook, Annex 6)

  3. The new directors (including independent directors) will take office immediately upon election, and their term will be from June 28, 2024 to June 27, 2027, for a term of three years. The term of office of the original directors (including independent directors) shall be terminated from the date when the new directors (including independent directors) are elected.

  4. Please vote:

Election results:

  • 6 -

《Other matters》

First case Proposal of Board of Directors

Cause of action ： Please discuss the case of lifting the non-competition restrictions of new directors (including independent directors) and their legal representatives.

Explaination:

  1. According to Article 209 of the Company Law, "Directors who commit themselves or others to act within the scope of the company's business shall explain the important contents of their acts to the shareholders' meeting and obtain permission."

  2. In view of the fact that the company's new directors (including independent directors) and their representatives may simultaneously serve as directors of companies with the same or similar business scope as the company, and without damaging the interests of the company, it is planned to comply with the provisions of Article 209 of the Company Law, Request the shareholders' meeting to lift the non-competition restrictions on new directors (including independent directors) and their legal representatives.

  3. For the competition content of director (including independent director) candidates, please refer to page 40 of this manual, Annex 7.

  4. Submit a referendum.

Resolution:

Provisional motion Break up the meeting

  • 7 - 
Annex1

Bestec Power Electronics Co., Ltd.

2023 Business Report

2023 Annual Business Summary

In the first three quarters of 2023, the growth trend in the second half of 2022 will continue. The company's revenue and profits have increased compared with the past. However, in the fourth quarter of 2023, the industry climate faced by our company's customers has taken a turn for the worse. Customer inventory has accumulated, resulting in a decrease in orders, and the company's revenue has also begun to decline. However, Overall, the industry's revenue and profits for the whole year of 2023 will increase compared with 2022. In addition, the sale of 100% equity of the subsidiary Liande Electronics (Dongguan) Co., Ltd. to Shenzhen Changjiang Connector Co., Ltd. will benefit the company. , the company's net profit in 2023 will be 491,479,000 yuan, an increase of 2,035.02% compared with 2022, and EPS5.79.

(I)Business plan implementation results：

Unit: Thousands of NT dollars except for earnings (losses) per share in NT dollars

Item 2023 2022 Ratio of change（%）
Net operating income 538,650 407,370 32.23%
Operating profit 174,127 95,047 83.20%
Net operating loss 40,506 44,588 (9.15)%
Net loss before tax 491,479 68,988 612.41%
Net income 416,499 19,508 2,035.02%
Earnings per share 5.79 0.28 1,967.86%

(II)Profitability Analysis：

(II)Profitability Analysis： (II)Profitability Analysis：
Year 2023 2022
ROA（%） 22.7 3.71
ROE（%） 49.19 7.82
Ratio of paid-in
capital（%）		 Net operatingloss 5.78 6.31
Net loss before tax 70.09 9.76
Profit rate（%） 82.29 13.09

(III) Research and Development Status

The company is mainly engaged in the R&D, design, production and sales of switching power supplies, switching DC power supply equipment systems, DC power converters, uninterruptible power supplies (UPS), server power supplies (Server Power) and car chargers. business. The company's current largest source of revenue is mainly from the production of power converter products. Its revenue proportion accounts for approximately more than 90% of the overall revenue. And the main sales are mostly

  • 8 -

exports. Locations are concentrated in Asian markets. Accounting for more than 90% of the overall revenue. Among them, power converter products are mainly used in various electronic products to convert external power supply into appropriate voltage and stable DC power supply. Their application scope is mainly consumer electronic products, such as radios, televisions and communication equipment.

R & D Status：

R & D Status：
Year
Item		 2023 2022
R & D costs(A) 15,207 6,395
Net operatingincome(B) 538,650 407,370
(A)/(B) 2.82% 1.57%

Product R&D Strategy

  • A. Improve the competitiveness of existing products and actively develop environmentally friendly products that are light, thin, compact, power-saving, and highly efficient.

  • B. Develop products that are competitive and in line with the future development trends of information and communication electronics products to meet customer needs.

  • C. Strengthen the development of power supplies and power converters for e-sports power supplies, network communications, car chargers and other communications, and actively explore other non-computer peripheral power supply markets.

  • Summary of 20223Business Plan

  • (1) Operating policy

  • Deepen product line development to assist business in expanding the market.

  • Select strategic suppliers and centralize procurement to coordinate bargaining power and reduce material costs.

  • Actively invest in the research and development of new products.

  • (2) Operating objectives

  • Reduce the impact of rising wage costs and trade tariffs in China through production capacity transfer, product line expansion and continuous promotion of automation.

  • Strengthen the ability to control the cost of raw materials, thereby improving the market competitiveness of the company's products and increasing the gross profit margin of the products.

  • On the one hand, strengthen education and training to cultivate the professional ability of employees. On the one hand, recruit personnel with relevant product development experience. And adopt appropriate management measures to give full play to the professionalism of the company's employees. Actively invest in the research and development and production of new products, deepen the company's product line, and increase the company's profits.

The impact of the external competitive environment, regulatory environment and overall business environment.

Although the industrial boom will take a turn for the worse in the second half of 2023, the company's revenue will decline. However, the Company will continue to strengthen its

  • 9 -

ability to control raw material costs. Continuing the push for automation. And strengthen the professional education and training of personnel. In order to reduce the company's costs and strengthen its research and development capabilities. Strengthen the development of power supply products in non-computer fields and actively expand the market in non-computer fields..

Chairman:Chen Mingzhi General manager: Deng Ruiling Accounting Officer: Chen Jingchun

  • 10 - 
Annex2

Bestec Power Electronics Co., Ltd

Audit Committee Recognition Report

The 2023 individual financial report and consolidated financial report provided by the company's board of directors have been audited by Qiu Zhengjun and Jian Mingyan accountants of Qinye Zhongxin United Accounting Firm, and issued an audit report, together with the business report and loss compensation proposal. The committee checked and found that there is no discrepancy. Please report as above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review.

Sincerely,

2024 Shareholders' Ordinary Meeting of Bestec Power Electronics Co., Ltd

Bestec Power Electronics Co., Ltd

Audit Committee Convenor: Chen Qiulin

March 15, 2024

  • 11 - 
Annex3

Independent Accountant’s Audit Report

To Bestec Power Electronics Co., Ltd. Audit Opinion

The consolidated balance sheet of Bestec Power Electronics Co., Ltd. and its subsidiary (hereinafter referred to as "the United Power Electronics Group") as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity, and cash flows for the year ended December 31, 2023 and for the period from January 1 to December 31, 2023, as well as the accompanying notes to the consolidated financial statements (including a summary of significant accounting policies), have been audited by our auditors.

Based on our audit, the aforementioned consolidated financial statements have been prepared in accordance with the Financial Reporting Standards for Issuers of Securities and Futures Commission and the International Financial Reporting Standards, International Accounting Standards, Interpretations and Interpretive Statements approved and promulgated by the Financial Supervisory Commission. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the United Power Electronics Group as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023 and for the period from January 1 to December 31, 2023 in accordance with the aforementioned accounting standards and principles.

Basis of Audit Opinion

We, as auditors, have conducted our audit work in accordance with the Regulations Governing the Audit Signatures of Certified Public Accountants and the Auditing Standards. The accountant's responsibility under these standards will be further explained in the paragraph of responsibility of the accountant for examining the consolidated financial statements. The personnel of the accounting firm to which this accountant belongs have maintained independence from Bestec Power Electronics Co., Ltd. in accordance with the ethical standards of the accounting profession, and fulfilled other responsibilities required by those standards. We believe that sufficient and appropriate verification evidence has been obtained to form the basis of our opinion.

Key Audit Items

The key audit matters refer to the matters that, based on the auditor's professional judgment, were of most significance in the audit of Bestec Power Electronics Co., Ltd.'s consolidated financial statements for the year ended December 31, 2023. Such items have been taken into consideration in the process of auditing the overall consolidated financial statements and forming audit opinions. The accountant does not express opinions on such items separately.

The following are the key audit matters related to the consolidated financial statements of Bestec Power Electronics Co., Ltd. for the year ended December 31, 2023: Sales revenue - sales revenue from a specific customer's authenticity

The net sales revenue of Bestec Power Electronics Co., Ltd. for the year ended December 31, 2023 was NTD 538,650 million, an increase of approximately 32% compared to NTD 407,370 million for the year ended December 31, 2022. Significant growth was observed in net sales revenue from a specific customer, which constitutes a significant portion of the overall net sales revenue. As a result, the authenticity of sales revenue from this specific customer was identified as a key audit matter. Sales revenue from specific customers in the year 2023 has significantly increased compared to the year 2022 and accounts for a significant portion of the net sales revenue, therefore the authenticity of the sales revenue from this specific customer is considered a key audit matter.

For accounting policies and relevant information disclosure related to revenue recognition, please refer to Note 12 and Note 22 of the consolidated financial statements. The main audit procedures performed by the auditor in response to this key audit matter are as follows:

  1. Understand the effectiveness of the main internal control system designs and implementation related to and testing the authenticity of revenue recognition. Evaluate the appropriateness of the revenue recognition accounting policies adopted by management.

  2. 12 -

  3. Selectively test original orders, shipping documents, and invoices to confirm the

  4. authenticity of the revenue recognition.

  5. Review the collection data and the occurrence of post-sales returns and allowances to confirm if there are any abnormal circumstances.

Other Matters

The individual financial Report of Bestec Power Electronics Co., Ltd. for the years 2023 and 2022 have been prepared and audited by our auditors, who issued an unqualified audit opinion. The audit report is on file and available for reference.

Responsibility of the Management and the Governing Body for the Consolidated Financial Statements

The responsibilities of management are to prepare appropriately stated consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Standards (IFRs), the international Accounting Standards (IASs), and the related interpretations and interpretative bulletins endorsed by the Financial Supervisory Commission. Management is also responsible for maintaining necessary internal control relevant to the preparation of the consolidated financial statements to ensure that the consolidated financial statements are free from material misstatement by fraud or error.

When preparing consolidated financial statements, the management is also responsible for evaluating the Bestec Power Electronics Co., Ltd.’s ability to continue its operations, the disclosure of related matters, and the adoption of the continuing accounting basis, unless the management intends to liquidate the Bestec Power Electronics Co., Ltd., or to cease operations, or to liquidate or to have no other practical options but to cease the operation. The governance units of the Bestec Power Electronics Co., Ltd., including the Audit Committee, have the responsibility of overseeing the financial reporting process. Responsibility of the Accountant to Audit Consolidated Financial Statements

The purpose of the accountant's audit of the consolidated financial statements is to obtain reasonable assurance of whether the consolidated financial statements as a whole are substantially misrepresented due to fraud or error, and to issue an audit report. Reasonable assurance is a high level of assurance, but audit procedures performed in accordance with auditing standards cannot guarantee that material misstatements due to fraud or error in the consolidated financial statements will be detected. Misstatements may arise from fraud or errors. A misrepresentation of an individual amount or sum of transfers is considered significant if it is reasonably expected to affect the economic decisions made by consolidated users of financial statements.

  • Our auditor exercised professional judgment and skepticism in accordance with the

  • auditing standards. The auditor also performed the following tasks:

  • We identified and assessed the risks of material misstatement of the consolidated financial statements, whether due to fraud or errors, designed and performed audit procedures according to those risks, and obtained audit evidence that can sufficiently and appropriately form the basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for the one resulting from error because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain the necessary understanding of internal controls related to the audit, and design appropriate audit procedures based on the current situation. However, the purpose is not to express an opinion on the effectiveness of the internal controls of Bestec Power Electronics Group.

  • We evaluated the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and related disclosures made by management.

  • Based on the audit evidence obtained, we conclude on the appropriateness of the management's use of the going concern basis of accounting and whether there are events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If the accountant considers that there is significant uncertainty in such events or circumstances, he/she shall, in the audit report, alert the users of the consolidated financial statements to the disclosure of the consolidated financial statements or amend the audit opinion if such disclosure is inappropriate. The accountant's conclusions are based on the evidence obtained as of the audit report date.

  • 13 -

However, future events or circumstances may arise that could lead to the loss of Bestec Power Electronics Group's ability to continue as a going concern.

  1. We evaluated the overall presentation, structure and content of the consolidated financial statements (including the relevant notes), and whether the consolidated financial statements allow for the expression of relevant transactions and events.

  2. Obtain sufficient and appropriate audit evidence for the financial information of the entities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Group’s audits and are responsible for our audit opinion.

We have communicated with those charged with governance regarding the planned scope and the timing of the audit as well as material audit findings (including significant internal control shortcomings identified in the audit).

We have also provided those charged with governance the statement that the personnel of our accounting firm subject to the requirements of independence have complied with the requirements of independence of the code of professional ethics of certified public accountants and communicate with those charged with governance relationships and other matters that may influence our independence (including related preventive measures).

The auditor has identified the key audit matters for the audit of the consolidated financial statements of Bestec Power Electronics Group for the year ended2023based on matters communicated with the governance unit. Unless the disclosure of a particular matter is prohibited by statute or, in very rare circumstances, the accountant has decided not to communicate a particular matter in the audit report, as it is reasonably expected that the negative impact of such communication will be greater than the public interest.

Deloitte Taiwan Accountant Cheng-Chun Chiu Accountant Ming-Yan Jian

Approval Number from Financial Approval Number from Financial Supervisory Commission Supervisory Commission Financial Supervisory Commission Financial Supervisory Commission Number: JG-Yin-Zhuan-Zi 0930160267 Approval Number: JG-Yin-Zhuan-Zi 1000028068 M a r c h 1 5 , 2 0 2 4

  • 14 -

Bestec Power Electronics Co., Ltd. And Subsidiaries Consolidated Balance Sheets

31 December 2023 and 2022

Unit: NT$ 1,000

C o d e

1100
1110
1136
1170
1200
1220
1310
1320
1460
1470
11XX

1600
1755
1821
1840
1920
1975
15XX
1XXX

C o d e

2100
2170
2219
2230
2280
2322
2399
21XX

2540
2570
2580
2645
25XX
2XXX

3110
3210
3271
3200
3350
3410
31XX
36XX

3XXX
 A
s
s
e
t
s
Current Assets
Cash and Cash Equivalents (Note 4 & 6)
Financial Assets Measured at Fair Value Through Profit or Loss -
Current (Note 4, 7 & 28)
Financial Assets Measured at Amortized Cost - Current (Note 4 &
8)
Net Accounts Receivable (Note 4 & 9)
Other Receivables (Note 4, 9 & 31)
Current Income Tax Assets (Note 4 & 24)
Net Inventory (Note 4 & 10)
Construction in Progress Inventory (Note 4, 12, 18 & 30)
Assets Directly Related to Disposal Groups Held for Sale (Note
11)
Other Current Assets (Note 17)
Total Current Assets
Non-Current Asset
Real Estate, Plant, and Equipment (Note 4, 5, 14, 18 & 30)
Right-of-Use Assets (Note 4and 15)
Intangible Assets (Note 4 and 16)
Deferred tax assets (Note 4, 5 and 24)
Deposits Received as Collateral (Note 4)
Net Defined Benefit Assets - Non-Current (Note 4 & 20 & 23)
Total Non-Current Assets
Total Assets
L
i
a
b
i
l
i
t
y
a
n
d
E
q
u
i
t
y
Current Liabilities
Short-Term Loans (Note 4, 14, 18 & 30)
Accounts Payable
Other Payables (Note 4 & 19)
Current Income Tax Liabilities (Note 4 & 24)
Lease Liabilities - Current
Long-Term Loans Due Within One Year (Note 4, 14, 18 & 30)
Other Current Liabilities (Note 19)
Total current liabilities
Non-Current Liability
Long-Term Loans (Note 4, 14, 18 & 30)
Deferred Income Tax Liabilities (Note 4, 5 & 24)
Lease Liability－Non-Current (Note 4 &15)
Deposits for guarantee (Note 19)
Total non-current liabilities
Total Liabilities
Equity attributable to owners of the company (refer to notes 4, 21, 24,
and 26)
Capital stocks
Common Stock
Capital Surplus
Share premium
Employee Stock Option
Total Capital Surplus
Accumulated Losses
Retained Earnings (Deficits to Be Covered)
Other equity
Exchange Differences on Conversion of the Financial
Statements of Foreign Operation
Total equity attributable to owners of the company
Non-Controlling Interest (Note 13)
Total equity
Total liabilities and equity		 December 31,2023 December 31,2023
%

50
4
4
3
2
-
1
11
-
1
76
23
-
-
-
1
-
24
100
9
2
4
1
-
12
1
29
16
1
-
-
17
46
34
1
-
1
20
1)
54
-
54
100		 December 31,2022 December 31,2022
A
 m
o
u
n
t
$ 1,034,427
84,354
86,487
52,136
42,770
221
17,639
216,950
-
26,354
1,561,338
467,376
6,014
206
3,624
14,440
7,643
499,303
$ 2,060,641
$ 174,000
42,773
83,161
25,132
2,365
249,376
16,220
593,027
342,494
14,327
3,649
3,141
363,611
956,638
701,208
4,906
-
4,906
416,580
18,659)
1,104,035
32)
1,104,003
$ 2,060,641		 A
 m
o
u
n
t
$ 781,639
76,029
51,994
154,967
4,875
182
33,465
216,950
114,643
30,306
1,465,050
470,681
-
167
1,758
13,625
7,370
493,601
$ 1,958,651
$ 184,000
154,212
32,520
16,098
-
263,723
376,694
1,027,247
223,378
6,672
-
2,958
233,008
1,260,255
706,840
877
4,029
4,906
5,632)
7,702)
698,412
16)
698,396
$ 1,958,651		 %
















(
(













(














(
(
(
















40
4
3
8
-
-
2
11
6
1
75
24
-
-
-
1
-
25
100
9
8
2
1
-
13
19
52
12
-
-
-
12
64
36
-
-
-
-
-
36
-
36
100

The attached notes are an integral part of this consolidated financial statements. Chairman: Chen Mingzhi Manager: Deng Ruiling Chief Accounting Officer: Chen Jingchun

  • 15 -

Bestec Power Electronics Co., Ltd. And Subsidiaries Consolidated Statements of Consolidated Profit or Loss January 1 to December 31 in 2023 and 2022

Unit: New Taiwan Dollars (NTD thousand), Earnings Per Share are NT$

C o d e

Operating Income (Note 4
& 22)
4110
Sales revenue

4170
Sales Return

4190
Sales Allowance

4000
Operating Income
Net Amount
5000
Operating Cost (Note 4, 10,
14, 20 & 23)
5900
Operating Margin

Operating Expenses (Note
4, 9, 14, 15, 16, 20, 23, 26
& 29)
6100
Selling Expenses
6200
Administration
Expenses
6300
Research and
Development
Expenses
6000
Total Operating
Expenses
6900
Operating Net Profit

Non-Operating Income and
Expenses
7100
Interest Revenue (Note
4 & 23)
7130
Dividend Revenue
7190
Other Revenue (Note
14, 23 & 29)		 Year 2023 Year 2023 %

100
-
-

100
68

32

1
21
3

25

7

8
-
6		 Year 2022 Year 2022
A m o u n t
$ 538,767

(
49 )
(
68)

538,650

364,523

174,127

7,983
110,431


15,207

133,621


40,506

44,255
664
33,442		 A m o u n t
$ 407,416

(
4 )
(
42)

407,370

312,323


95,047


626

43,438


6,395


50,459


44,588


7,588

381

18,458		 %
















100
-
-
100
77
23
-
11
1
12
11
2
-
4

(Continue on next page)

  • 16 -

(Continued from previous page)

(Continued from previous page)
C o d e

7050
Finance Costs (Note 18
& 23)
7229
Group Profit Held for
Sale Disposed (Note
11, 13 & 31)
7235
Net Gain on Financial
Assets Measured at
Fair Value Through
Profit and Loss
(Note 4 and 7)
7590
Miscellaneous
Expenditure (Note
4)
7625
Investment Loss
Disposed(Note 4 &
13)
7630
Foreign Currency
Exchange (Loss) -
Net Amount (Note 4
and 23)
7000
Total Non-
Operating
Income and
Expenditure
7900
Continuing Operations Net
Profit
7950
Income Tax Expense (Note
4, 5 and 24)
8000
Continuing Operations Net
Income
8100
Loss from Suspended
Operations (Note 4 & 11)
8200
Net Profit This Year

Other Comprehensive
Profit and Loss
8310
Items Not to Be
Reclassified Into
Profit or Loss
8311
Remeasurements
of defined
benefit pension
plans (Note 4
and 20)		 Year 2023
A m o u n t
%

( $ 16,102 )
(
3 )
377,305
70
14,675
3
(
935 )
-
-
-
(
2,331)

-

450,973
84

491,479
91
(
48,200)
(
9)

443,279
82
(
26,780)
(
5)

416,499
77


65

-
 Year 2022
A m o u n t
( $ 16,102 )

377,305

14,675
(
935 )
-
(
2,331)

450,973

491,479

(
48,200)

443,279

(
26,780)

416,499


65
 A m o u n t
( $ 11,771 )


-
(
7,230 )

(
5,802 )

(
9,129 )


31,905


24,400


68,988

(
15,662)


53,326

(
33,818)


19,508


1,240
%
(
3 )
-
(
2 )
(
1 )
(
2 )

8

6
17
(
4)
13
(
8)

5

-

(Continue on next page)

  • 17 -

(Continued from previous page)

(Continued from previous page)
C o d e

8360
Items may be
subsequently
reclassified to
profit/loss
8361
Exchange
difference for
conversion of
financial
statements of
foreign
operating
institutions
(Note 4 and 24)
8399
Income tax of
items that may
be reclassified
(Note 4 and 24)

8300
Net amount of
other
comprehensive
income (loss)
for the current
year, after tax
8500
Total comprehensive
income of the current
year
Net Profit (Loss)
Attributable to:
8610
Owner of the company
8620
Non-Controlling
Equity
8600

Total Comprehensive
Income Attributable to:
8710
Owner of the company
8720
Non-Controlling
Equity
8700

Earnings Per Share (Note
25)
From Continuing And
Discontinued
Operations
9750
Basic

9850
Diluted

From Continuing
Operations
9710
Basic

9810
Diluted
 Year 2023
A m o u n t
%

( $ 13,697 )
(
3 )

2,740

1

(
10,957)
(
2)

(
10,892)
(
2)

$ 405,607
75

$ 416,515
77
(
16)

-

$ 416,499
77

$ 405,623
75
(
16)

-

$ 405,607
75

$ 5.94

$ 5.79

$ 6.32

$ 6.17
 Year 2022
A m o u n t
( $ 13,697 )


2,740

(
10,957)

(
10,892)

$ 405,607

$ 416,515

(
16)

$ 416,499

$ 405,623

(
16)

$ 405,607

$ 5.94
$ 5.79
$ 6.32
$ 6.17		 A m o u n t
$ 13,399

2,680)

10,719

11,959

$ 31,467

$ 19,516

8)

$ 19,508

$ 31,475

8)

$ 31,467

$ 0.28
$ 0.28
$ 0.76
$ 0.75		 %

(




(


(






3
-
3
3
8
5
-
5
8
-
8
  • 18 -

The attached notes are an integral part of this consolidated financial statements.

Chairman: Chen Mingzhi Manager:Deng Ruiling Chief Accounting Officer: Chen Jingchun

  • 19 -

Unit: unless otherwise stated , NT$ 1,000.

Bestec Power Electronics Co., Ltd. And Subsidiaries Consolidated Statements of Changes in Equity January 1 to December 31 in 2023 and 2022

E q u i t y A t t r i b u t a b l e t o t h e O w n e r s o f t h e C o m p a n y ( N o t e 2 1 & 2 6 ) E q u i t y A t t r i b u t a b l e t o t h e O w n e r s o f t h e C o m p a n y ( N o t e 2 1 & 2 6 )

Other Equity
I
t
e
m
s
Difference of
Conversion of
F i n a n c i a l
Statements of
F o r e i g n
O p e r a t i n g
I n s t i t u t i o n s
F i n a n c i a l
Statements of
F o r e i g n
O p e r a t i n g
I n s t i t u t i o n s

C o d
e
A1
January 1, 2022 balance
N1
Employee stock option exercise
T1
Employee stock options issued by the
company
G1
Cancellation of Employee Stock
Options
D1
Net Profit (Loss) in 2022
D3
Other Comprehensive Income After
Tax in 2022
D5
Total Comprehensive Profit and Loss
in 2022
Z1
December 31, 2022 balance
F1
Capital Reduction to Cover Losses

G1
Cancellation of Employee Stock
Options
D1
Net Profit (Loss) in 2023
D3
Other Comprehensive Income After
Tax in 2023
D5
Total Comprehensive Profit and Loss
in 2023
Z1
December 31, 2023 Balance
 S
h
a
r
e
C
a
p
i
t
a
l
N u m b e r o f
s h a r e s ( 1 0 0 0
s h a r e s ) A m o u n t
70,491
$ 704,909

193
1,931
-
-
-
-
-
-

-

-


-

-

70,684
706,840
(
563 ) (
5,632 )
-
-
-
-

-

-


-

-


70,121
$ 701,208
 C a p i t a l S u r p l u s
Employee Stock
O
p
t
i
o
n
$ 4,405

(
466 )
133
(
43 )
-

-


-

4,029

-
(
4,029 )
-

-


-

$ -
 R e t a i n e d
E a r n i n g s
(Accumulated
L o s s e s )
( $ 26,388 )

-
-

-
19,516

1,240


20,756

(
5,632 )
5,632

-
416,515

65


416,580

$ 416,580
(Appendix 24)
( $ 18,421 )
-
-
-
-

10,719


10,719

(
7,702 )
-
-
-
(
10,957)

(
10,957)

($ 18,659)
 T o
t
a
l
$ 664,777

2,027
133
-
19,516

11,959

31,475


698,412

-
-
416,515


10,892)

405,623

$ 1,104,035
 N
o
n
-
C o n t r o l l i n g
E
q
u
i
t
y
(Appendix 13)
( $ 8 )
-
-
-
(
8 )

-

(
8)

(
16 )
-
-
(
16 )

-

(
16)

($ 32)
T o t a l E q u i t y
N u m b e r o f
s h a r e s ( 1 0 0 0
s h a r e s )
70,491

193
-
-
-

-


-

70,684
(
563 )
-
-

-


-


70,121
 A Share premium
$ 272

562

-
43

-

-


-

877

-
4,029

-

-


-

$ 4,906











(






(
$ 664,769
2,027
133
-

19,508
11,959
31,467

698,396
-
-

416,499

10,892)
405,607
$ 1,104,003
  • 20 -

The attached notes are an integral part of this consolidated financial statements.

Chairman: Chen Mingzhi

Manager:Deng Ruiling Chief Accounting Officer:Chen Jingchum

  • 21 -

Bestec Power Electronics Co., Ltd. And Subsidiaries Consolidated Statement of Cash Flows January 1 to December 31 in 2023 and 2022

Unit: NT$ 1,000

C o d e
Net Cash Flow From Operating Activities
A00010
Continuing Operations Net Profit

A00020
Pre-Tax Net Loss From Discontinued
Operations
A10000
This Year's Profit Before Tax
A20010
Items of income and expenses
A20100
Depreciation expenses
A20200
Amortization expense
A20300
Expected Credit Impairment
Loss (Reversal Profits)
A20400
Financial Assets Measured at
Fair
Value
Through
Net
(Profit) Loss
A20900
Finance costs
A21200
Interest revenue

A21300
Dividend Revenue

A21900
Share-Based
Compensation
Cost for Employee Stock
Options
A22500
Income From Disposal and
Write-off of Property, Plants,
and Equipment
A23000
Disposed Group Profit Held for
Sale Disposed
A23200
Realized loss on disposal of
Investment
A23700
Inventory
allowance
for
obsolete
or
slow-moving
items
A24100
Net Loss of Foreign Exchange
Differences
A29900
Receipts Under Custody
A29900
Contractual liabilities
A30000
Net Changes in Operating Assets
and Liabilities
A31115
Financial assets at fair value
through profit or loss
A31150
Accounts receivable
A31180
Other receivables
A31200
Inventories
A31240
Other Current Assets
A31990
Net defined benefit assets - non-
current
A32150
Accounts Payable

A32180
Other Accounts Payable
A32230
Other Current Liabilities

A33000
Cash Inflow From Operations
A33100
Interests Received
A33200
Dividends Received

(Continue on next page)

  • 22 -

(Continued from previous page)

(Continued from previous page)
C o d e
A33300
Interest paid

A33500
Income Tax Paid

AAAA
Net
Cash
Inflow
From
Operating Activities
Cash Flow From Investment Activities
B00040
Obtain Financial Assets Measured
at Amortized Cost
B02700
Purchase of Real Estate, Plant, and
Equipment
B02800
Proceeds
from
disposition
of
property, plants, and equipment
B03700
Increase in Guarantee Deposits
Paid
B07200
Decrease
of
Prepayments
for
Equipment
B04500
Purchase of intangible assets

BBBB
Net
cash
outflows
from
investment activities
Net cash flow from financing activities
C00100
Increase in short-term borrowings
C00200
Decrease in short-term borrowings
C01600
Borrowing of long-term loans
C01700
Repayment of long-term loans

C03000
Guarantee Deposits Received
C04800
Employee Stock Option

CCCC
Net
Cash
Inflow
from
Financing Activities
DDDD Effect of Exchange Rate Changes on
Cash and Cash Equivalents
EEEE
Increase of Cash and Cash Equivalents
E00100 Beginning cash and cash equivalents
balance
E00200 Year-end balance of cash and cash
equivalents		 Year 2023
( $ 15,971 )

(
27,395)


212,841


(
35,198 )

(
5,140 )

-
(
845 )

-
(
221)

(
41,404)



696,000
(
706,000 )

380,000
(
275,231 )

183

-


94,952

(
13,601)


252,788

781,639

$ 1,034,427
 Year 2022
( $ 11,585 )
(
12,648)

374,103
(
39,994 )
(
225,501 )
26,184
(
7,443 )
538

-
(
246,216)
814,000
(
814,000 )
168,000
(
34,755 )
942

2,027

136,214

31,194
295,295

486,344
$ 781,639

The attached notes are an integral part of this consolidated financial statements. Chairman: Chen Mingzhi Manager:Deng Ruiling Chief Accounting Officer:Chen Jingchun

  • 23 -

Accountant’s audit report

To Bestec Power Electronics Co., Ltd.

Audit Opinion

The individual balance sheets of Bestec Power Electronics Co., Ltd. as of December 31, 2023, and December 31, 2022, along with the individual income statements, individual statements of changes in equity, individual cash flow statements for the year ended December 31, 2023, and the period from January 1 to December 31, 2022, as well as the notes to the individual financial statements (including a summary of significant accounting policies), have been audited by our auditors.

In the opinion of our auditors, the aforementioned individual financial statements have been prepared in all material respects in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and are sufficient to fairly present the financial position of Bestec Power Electronics Co., Ltd. as of December 31, 2023, and December 31, 2022, as well as the financial performance and cash flows for the years ended December 31, 2023, and for the period from January 1 to December 31, 2022.

Basis of Audit Opinion

We, as auditors, have conducted our audit work in accordance with the Regulations Governing the Audit Signatures of Certified Public Accountants and the Auditing Standards. The accountant's responsibility under these standards will be further explained in the paragraph of responsibility of the accountant for examining the individual financial report. The personnel affiliated with the accounting firm, in accordance with the regulations on independence, have maintained absolute independence from Bestec Power Electronics Co., Ltd., and fulfilled other responsibilities under the code of professional ethics for accountants. We believe that sufficient and appropriate verification evidence has been obtained to form the basis of our opinion.

Key Audit Items

Key audit matters refer to the most significant matters in the audit of the financial report of Bestec Power Electronics Co., Ltd. for the year of 2023, as determined by our professional judgment as auditors. These matters were addressed during the audit of the overall parent company only financial reports and in the formation of our opinion. We do not express our opinion on these matters separately.

The following is a summary of the key audits of the 2023 Individual Financial Report of Bestec Power Electronics Co., Ltd.: - Authenticity of Sales Revenue Sales Revenue from Specific Customers

The net sales revenue of Bestec Power Electronics Co., Ltd. for the year ended December 31, 2023 was NTD 538,607 thousand, an increase of approximately 32% compared to NTD 407,295 thousand for the year ended December 31, 2022. Significant growth was observed in net sales revenue from a specific customer, which constitutes a significant portion of the overall net sales revenue. As a result, the authenticity of sales revenue from this specific customer was identified as a key audit matter. In the fiscal year 2023, the net sales revenue from specific customers showed significant growth compared to 2022, accounting for a substantial portion of the total sales revenue. Therefore, the authenticity of the sales revenue from this specific customer of Bestec Power Electronics Co., Ltd. for the fiscal year 2023 is categorized as a key auditing matter.

Please refer to Note 4 (11) and Note 20 of the individual financial statements for accounting policies and relevant information disclosure related to revenue recognition. The main audit procedures performed by the auditor in response to this key audit matter are as follows:

  1. Understand the effectiveness of the main internal control system designs and implementation related to and testing the authenticity of revenue recognition. Evaluate the appropriateness of the revenue recognition accounting policies adopted by management.

  2. Selectively test original orders, shipping documents, and invoices to confirm the authenticity of the revenue recognition.

  3. Review the collection data and the occurrence of post-sales returns and allowances to confirm if there are any abnormal circumstances.

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

  • 24 -

The responsibility of the management is to prepare individual financial statements in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers", and to maintain necessary internal controls related to the preparation of individual financial report, so as to ensure that there is no material misrepresentation of individual financial statements due to fraud or error.

In preparing the individual financial statements, the responsibilities of the management also include evaluating the ability of Bestec Power Electronics Co., Ltd. to continue operating, disclosing relevant matters, and adopting the going concern basis of accounting, unless the management intends to liquidate or cease the operations of Bestec Power Electronics Co., Ltd., or unless there are no other practical alternatives except for liquidation or cessation of operations.

The governance body of Bestec Power Electronics Co., Ltd., including the Audit Committee, bears the responsibility for overseeing the financial reporting process. Account's Responsibilities for the Audit of Parent Company Only Financial Report

The purpose of the accountant's audit of the individual financial reports is to obtain reasonable assurance of whether the individual financial reports as a whole are substantially misrepresented due to fraud or error, and to issue an audit report. It is reasonable assurance, which is a high level of assurance, but the audit work performed in accordance with the auditing standards cannot guarantee the detection of material misstatements in the individual financial statements. Misstatements may arise from fraud or errors. A misstated dollar amount, individually or in the aggregate, that could be reasonable predicted to influence the economic decision of the user of the parent company only financial reports can be viewed as material.

  • Our auditor exercised professional judgment and skepticism in accordance with the

  • auditing standards. The auditor also performed the following tasks:

  • We identified and assessed the risks of material misstatement of the parent company only financial reports, whether due to fraud or errors, designed and performed audit procedures according to those risks, and obtained audit evidence that can sufficiently and appropriately form the basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for the one resulting from error because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • In obtaining the necessary understanding of internal controls relevant to the audit, appropriate audit procedures are designed based on the prevailing circumstances. However, it should be noted that the objective is not to express an opinion on the effectiveness of the internal controls of Bestec Power Electronics Co., Ltd.

  • We evaluated the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and related disclosures made by management.

  • Based on the audit evidence obtained, we have concluded on the appropriateness of management's adoption of the going concern basis and whether there are significant uncertainties that may cast significant doubt on Bestec Power Electronics Co., Ltd.'s ability to continue as a going concern. If the accountant considers that there is significant uncertainty in such events or circumstances, he/she shall, in the audit report, alert the users of the individual financial reports to the disclosure of the individual financial reports or amend the audit opinion if such disclosure is inappropriate. The accountant's conclusions are based on the evidence obtained as of the audit report date. However, future events or circumstances may arise that could lead to Bestec Power Electronics Co., Ltd. no longer having the ability to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the individual financial reports (including relevant notes), and whether the individual financial reports are adequate to express relevant transactions and events.

  • Sufficient and appropriate audit evidence has been obtained regarding the financial information of Bestec Power Electronics Co., Ltd. as a whole, enabling us to express an opinion on the individual financial reports. As auditors, we are responsible for providing guidance, supervision, and execution of the audit engagement. It is our responsibility to form an audit opinion on the financial statements of Bestec Power Electronics Co., Ltd.

  • 25 -

Matters communicated between the accountant and the governing body, including the limits and time of the planned audit, and major audit findings (including significant deficiencies in internal control identified in the audit process). We have also provided those charged with governance the statement that the personnel of our accounting firm subject to the requirements of independence have complied with the requirements of independence of the code of professional ethics of certified public accountants and communicate with those charged with governance relationships and other matters that may influence our independence (including related preventive measures). The key audit matters for the audit of the individual financial reports of Bestec Power Electronics Co., Ltd. for the year 2023 were determined based on communications with the governance body. Unless the disclosure of a particular matter is prohibited by statute or, in very rare circumstances, the accountant has decided not to communicate a particular matter in the audit report, as it is reasonably expected that the negative impact of such communication will be greater than the public interest.

Deloitte Taiwan Accountant Cheng-Chun Chiu

Accountant Ming-Yan Jian

Approval Number from Financial Approval Number from Financial Supervisory Commission Supervisory Commission Financial Supervisory Commission Financial Supervisory Commission Number: JG-Yin-Zhuan-Zi 0930160267 Approval Number: JG-Yin-Zhuan-Zi 1000028068 M a r c h 1 5 , 2 0 2 4

  • 26 -

Bestec Power Electronics Co., Ltd. Parent Company Only Balance Sheets 31 December 2023 and 2022

Unit: NT$ 1,000

C o d e

1100
1110
1136
1170
1200
1210
1220
1310
1470
11XX

1550
1600
1780
1840
1920
1975
15XX
1XXX
C o d e

2100
2170
2180
2219
2220
2230
2322
2399
21XX

2540
2570
2645
25XX
2XXX

3110
3210
3271
3200
3350
3410
3XXX
 A
s
s
e
t
s
Current Assets
Cash and Cash Equivalents (Note 4 and 6)
Financial Assets Measured at Fair Value Through
Profit or Loss - Current (Note 4 and 7)
Financial Assets Measured at Amortized Cost - Current
(Note 4 and 8)
Net Accounts Receivable (Note 4 and 9)
Other Receivables (Note 4 and 9)
Other Accounts Receivable - Related Parties (Note 4, 9
and 27)
Current Income Tax Assets (Note 4, 5 & 22)
Inventory (Note 4 & 10)
Other Current Assets (Note 15)
Total Current Assets
Non-Current Asset
Acquisition of Investments Accounted for Using the
Equity Method (Note 4 & 9)
Real Estate, Plant, and Equipment (Note 4, 12, 16 and
19)
Intangible Assets (Note 4 & 14)
Deferred Tax Assets (Note 4, 5 and 22)
Refundable Deposits
Net Defined Benefit Assets - Non-Current (Note 4 &
18)
Total Non-Current Assets
Total Assets
L
i
a
b
i
l
i
t
y
a
n
d
E
q
u
i
t
y
Current Liabilities
Short-Term Loans (Note 4, 12, 16 & 28)
Accounts Payable
Accounts Payable - Related Party (Note 27)
Other Accounts Payable (Note 17)
Accounts Payable - Related Parties (Note 17 & 27)
Current Income Tax Liabilities (Note 4, 5 & 22)
Long-Term Loans Due Within One Year (Note 4, 12, 16
& 28)
Other Current Liabilities (Note 17 & 27)
Total Current Liabilities
Non-Current Liability
Long-Term Loans (Note 4, 12, 16 & 28)
Deferred Income Tax Liabilities (Note 4, 5 & 22)
Refundable Deposits (Note 17)
Total non-current liabilities
Total Liabilities
Equity (Note 4, 19, 22 and 24)
Capital stocks
Common Stock
Capital Surplus
Share premium
Employee Stock Option
Total Capital Surplus
Retained Earnings (Accumulated Losses)
Retained Earnings (Deficits to Be Covered)
Other Equities
Exchange Differences on Conversion of the
Financial Statements of Foreign Operation
Total equity
Total liabilities and equity		 December 31, 2023
m
o
u
n
t
%

$ 759,182
32
25,059
1
12,221
1
52,136
2
3,630
-
597
-
-
-
106
-
23,476

1
876,407
37
1,039,064
43
454,771
19
206
-
3,624
-
12,601
1
7,643

-
1,517,909
63
$ 2,394,316
100
$ 174,000
8
2,000
-
53,175
2
77,669
3
6,071
-
24,391
1
242,534
10
407,141
17
986,981
41
295,143
13
5,016
-
3,141

-
303,300
13
1,290,281
54
701,208
29
4,906
-
-

-
4,906

-
416,580
18

18,659)
(
1)
1,104,035
46
$ 2,394,316
100		 December 31, 2022 December 31, 2022
A m
o
u
n
t
$ 759,182

25,059
12,221
52,136
3,630
597
-
106
23,476

876,407

1,039,064

454,771

206
3,624
12,601
7,643

1,517,909

$ 2,394,316

$ 174,000
2,000
53,175
77,669
6,071
24,391
242,534

407,141

986,981

295,143

5,016
3,141

303,300

1,290,281

701,208

4,906
-

4,906

416,580


18,659)

1,104,035

$ 2,394,316
 A m
o
u
n
t
$ 175,880

-
-
154,967

694
597
159
30
25,264

357,591

645,949

456,076

167
1,758
12,646
7,370

1,123,966

$ 1,481,557

$ 184,000

2,000
140,056

8,985
-
-
256,400

12,406

603,847

169,667

6,672
2,959

179,298

783,145

706,840

877
4,029

4,906


5,632)


7,702)

698,412

$ 1,481,557
 %

















(














(
(

 12
-
-
10
-
-
-
-

2
24
44
31
-
-
1

-
76
100
12
-
10
1
-
-
17

1
41
12
-

-
12
53
48
-

-

-

-
(
1)
47
100

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

Chairman: Chen Mingzhi

Manager:Deng Ruiling Chief Accounting Officer: Chen Jing Chun

  • 27 -

Bestec Power Electronics Co., Ltd. Parent Company Only Statements of Comprehensive Income January 1 to December 31 in 2023 and 2022

Unit: New Taiwan Dollars (NTD thousand), Earnings Per Share are NT$

C o d e

Operating Income (Note 4
& 20)
4110
Sales revenue

4170
Sales Return

4190
Sales Allowance

4000
Total Operating
Revenue

5000
Operating Cost (Note 10 &
27)

5900
Operating Margin

Operating Expenses (Note
10, 12, 13, 18, 21, 24 & 27)
6100
Selling Expenses
6200
Administration
Expenses
6300
Research and
Development
Expenses

6000
Total operating
expenses

6900
Operating Profit (Loss)

Non-Operating Income and
Expenses
7070
Share of Profits and
Losses of
Subsidiaries,
Affiliated Enterprises
and Joint Ventures
Recognized by the
Equity Method (Note
11)

7100
Interest Revenue (Note
4 & 21)
7130
Dividend Revenue
7190
Other Revenue (Note
12, 21 & 27)
7050
Finance Costs (Note
21)

7230
Foreign Currency
Translation Gains -
Net Amount (Note 4
& 21)		 Year 2023
A m o u n t
%

$ 538,724
100

(
49 )
-

(
68)

-

538,607
100

428,409
79

110,198
21


6,288
1
84,032
16

15,207

3

105,527
20


4,671

1

406,812
76
12,939
2
360
-
29,801
6
(
14,159 )
(
3 )
-
-		 Year 2022 Year 2022
A m o u n t
$ 538,724

(
49 )
(
68)

538,607

428,409

110,198


6,288
84,032


15,207

105,527


4,671

406,812

12,939
360
29,801
(
14,159 )

-		 A m o u n t
$ 407,341

(
4 )
(
42)

407,295

369,216


38,079

378
34,707

6,395


41,480

(
3,401)

2,576
1,885
-
23,220
(
9,871 )

17,358
%
100
-

-
100
91

9
-
8

2
10
(
1)
1
-
-
6
(
2 )
4
  • 28 -

7235 Financial Asset Interests Measured at Fair Value Through Profit or Loss (Note 7) 8,008 1 - 7590 Miscellaneous - - Expenditure ( 542 )

(Continue on next page)

  • 29 -

(Continued from previous page)

Year 2023 Year 2022
C o d e A m o u n t % A m o u n t %
7625 Investment Loss
Disposed (Note 11)
 $
-		 - ( $ 9,129 )
 (
2 )
7630 Foreign Currency
Translation Loss -
Net Amount (Note 4
& 21)
 ( 6,756)
 ( 1) -
 -
7000 Total Non-
Operating
Income and
Expenditure
 436,463
 81 26,039
 7
7900
 Net Profit Before Tax
 441,134
 82 22,638 6
7950
 Income Tax Expense (Note
4, 5 & 22)
 ( 24,619)
 ( 5) ( 3,122)
 ( 1)
8200
 Net Profit This Year
 416,515
 77 19,516
 5
Other Comprehensive
Profit and Loss
8310 Items Not to Be
Reclassified Into
Profit or Loss
8311 Remeasurements
of Defined
Benefit Pension
Plans (Note 4 &
18)
 65
 - 1,240
 -
8360 Items That May Be
Subsequently
Reclassified as Profit
or Loss
8361 Exchange
Differences on
Conversion of
the Financial
Statements of
Foreign
Operation (Note
4, 11 & 22)
 ( 13,697 )
 (
3 )		 13,399 3
8399 Income Tax
Relating to Items
Which May Be
Reclassified
(Note 4 & 22)
 2,740
 1 ( 2,680)
 -
( 10,957)
 ( 2) 10,719
 3
8300 Net amount of
other
comprehensive
income (loss) for
the current year,
after tax
 ( 10,892)
 ( 2) 11,959
 3
  • 30 -
8500
Total Comprehensive
Income of the Current
Year

Earnings Per Share (Note
23)
9750
Basic

9850
Diluted
 $ 405,623
75

$ 5.94

$ 5.79
 $ 31,475

8
$ 0.28
$ 0.28

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

Chairman: Chen Mingzhi Manager:Deng Ruiling Chief Accounting Officer: Chen Jingchun

  • 31 -

Unit: NT$ 1,000

Bestec Power Electronics Co., Ltd. Statement of Changes in Equity January 1 to December 31 in 2023 and 2022

Unit: NT$ 1,0
O t h e r E q u i t y
I t e m s
D i f f e r e n c e o f
Conversion of
F i n a n c i a l
S t a t e m e n t s o f
F o r e i g n
O p e r a t i n g
I n s t i t u t i o n s
R e t a i n e d
E a r n i n g s
( A c c u m u l a t e d
S h a r e C a p i t a l ( N o t e 1 9 ) C a p i t a l S u r p l u s ( N o t e 1 9 ) L o s s e s ) ( N o t e 4 , 1 0
Cod
e		 Number of Shares
( 1 0 0 0 S h a r e s ) A		 m o
u		 n t Share Premium Employee Stock
O
p
t
i
o
n T		 o t
a
l		 ( N o t e 1 9 ) 9 &
2 2		 ) T o t a l E q u i t y
A1
 January 1, 2022 balance 70,491 $ 704,909 $ 272 $ 4,405 $ 4,677 ( $
26,388 )		 ( $ 18,421 ) $ 664,777
T1
 Employee stock options issued
by the company		 - - - 133 133 - - 133
N1 Employee stock option
exercise		 193 1,931 562 ( 466 ) 96 - - 2,027
G1
 Cancellation of Employee
Stock Options		 - - 43 ( 43 ) - - - -
D1
 Net income in 2022 - - - - - 19,516 - 19,516
D3
 Other comprehensive income
after tax in 2022 - - - - - 1,240 10,719 11,959
D5
 Total comprehensive profit
and loss in 2022 - - - - - 20,756 10,719 31,475
Z1
 Balance as of December 31,
2022 70,684 706,840 877 4,029 4,906 ( 5,632 ) ( 7,702 ) 698,412
F1
 Capital Reduction to Cover
Losses ( 563 ) ( 5,632 ) - - - 5,632 - -
G1
 Cancellation of Employee
Stock Options		 - - 4,029 ( 4,029 ) - - - -
D1
 Net Profit in 2023 - - - - - 416,515 - 416,515
D3
 Other Comprehensive Income
After Tax in 2023 - - - - - 65 ( 10,957) ( 10,892)
D5
 Total Comprehensive Profit
and Loss in 2023 - - - - - 416,580 ( 10,957) 405,623
Z1
 December 31, 2023 Balance 70,121 $ 701,208 $ 4,906 $ - $ 4,906 $ 416,580 ($ 18,659) $ 1,104,035
  • 32 -

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

Chairman: Chen Mingzhi

Manager: Demg Ruiling Chief Accounting Officer: Chen Jingchun

  • 33 -

Bestec Power Electronics Co., Ltd. Parent company only statements of cash flows January 1 to December 31 in 2023 and 2022


C o d e
Cash Flow from Operating Activities
A10000
This Year's Profit Before Tax

A20010
Profit/Loss Not Affecting Cash
Flows
A20100
Depreciation expenses
A20200
Amortization Expenses
A20300
Expected Credit Loss
A20400
Net Gain on Financial Assets
and Liabilities at Fair Value
Through Profit or Loss

A20900
Finance costs
A21200
Interest revenue

A21900
Share-based compensation cost
for employee stock options
A22400
Share of profit or loss from
subsidiaries accounted for
using the equity method

A23100
Investment Loss Disposed
A23700
Slow Inventory and Write-
Down Loss (Recovery Benefit)
A24100
Net (Gain) Loss on Exchange of
Foreign Currencies

A29900
Contractual liabilities
A30000
And Net Changes in Operating
Assets and Liabilities
A31115
Financial assets at fair value
through profit or loss

A31150
Accounts receivable
A31180
Other receivables

A31200
Inventories

A31240
Other Current Assets
A31990
Net Defined Benefit Assets -
Non-Current

A32150
Accounts Payable (Including
Affiliate)

A32180
Other accounts payable
A32230
Other Current Liabilities

A33000
Cash Generated From Operations
A33100
Interests Received
A33300
Interest Paid

A33500
Income Tax Refunded

AAAA
Net Cash Inflow From
Operating Activities
Year 2023
$ 441,134

5,662
182
-

(
8,008 )
14,159
(
12,939 )

-
(
406,812 )

-
(
16 )
(
22,426 )
-

(
17,051 )
101,772

(
184 )

(
60 )
1,788

(
208 )

(
85,853 )
68,550


22,278

101,968
10,174
(
14,019 )

(
851)


97,272
 Unit: NT$ 1,000
Year 2022
$ 22,638
11,895
712
(
65 )
-
9,871
(
1,885 )
133
(
2,576 )
9,129
36
1,363
(
1,174 )
-
(
68,591 )
(
83 )
26
(
2,844 )
(
127 )
62,685
(
949 )

1,171
41,365
1,595
(
9,673 )

81

33,368

(Continue on next page)

  • 34 -

(Continued from previous page)

(Continued from previous page)
C o d e
Cash Flow From Investment Activities
B00040
Obtain Financial Assets Measured at
Amortized Cost

B02700
Purchase of Real Estate, Plant, and
Equipment

B03700
Refundable Deposits Decreased
(Increase)
B04300
Decrease (Increase) Other Accounts
Receivable - Related Parties
B04500
Purchase of intangible assets

BBBB
Net cash outflows from
investment activities

Cash flows from financing activities
C00100
Increase in short-term loans
C00200
Decrease in short-term loans

C01600
Borrowing of long-term loans
C01700
Repayment of long-term loans

C03000
Guarantee Deposits Received
C03700
Increase (Decrease) in Other
Accounts Payable - Related Parties
C04100
Increase in Other Current Liabilities
C04800
Employee Stock Option
C05500
Equity-method Investee
Liquidation/reduction of Capital
and Return of Capital Stock

CCCC
Net Cash Inflow from Financing
Activities

EEEE
Net Increase of Cash and Cash
Equivalents
E00100 Beginning cash and cash equivalents
balance

E00200 Year-end balance of cash and cash
equivalents
 Year 2023
( $ 12,221 )

(
4,357 )

45

58

(
221)

(
16,696)

696,000
(
706,000 )
380,000
(
268,390 )

182

6,375


394,559
-

-


502,726

583,302

175,880

$ 759,182
 Year 2022
$ -
(
210,230 )
(
6,958 )
(
539 )

-
(
217,727)
-
-
168,000
(
28,000 )
943
(
10,545 )
-
2,027

54,315

186,740
2,381

173,499
$ 175,880

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

Chairman: Chen Mingzhi Manager: Deng Ruiling Chief Accounting Officer: Chen Jingchun

  • 35 -

Annex4

Bestec Power Electronics Co., Ltd.

2023 Earnings Distribution Statement

Bestec Power Electronics Co., Ltd.
2023 Earnings Distribution Statement		 Bestec Power Electronics Co., Ltd.
2023 Earnings Distribution Statement
Unit：NTD
Item Amount
2023 openingbalance (5,632,360)
Add: Capital reduction to make upfor losses 5,632,360
Add: Netprofit after tax in 2023 416,515,391
Add: other comprehensivegains and losses 65,269
Subtotal 416,580,660
List items
(41,658,066)
Less: Provision for statutorysurplus reserve
(18,659,489)
Less: Provision of special surplus reserve
356,263,105
Subtotal of distributable earnings for theyear
0
Distribution items: Shareholder dividends - cash
356,263,105
Endingundistributed earnings

Chairman: Chen Mingzhi General Manager: Deng Ruiling Accounting Manager: Chen Jingchun

  • 36 -

Annex5

Com arison table of revised rovisions on rocedures for ac uirin or dis osin of assets p p p q g p g

Items Provisions before amendment Amended provisions Amended provisions Correction
instructions
Article 7 2. Determination process of transaction
conditions and authorization amount
(1) To acquire or dispose of real estate, the
transaction conditions and transaction price
should be determined with reference to the
announced current value, assessed value,
actual transaction price of adjacent real
estate, etc., and an analysis report should be
prepared and submitted. If the amount is
less than NT$20,000,000, the authorization
method should be followed Approval is
carried out step by step. If the amount
exceeds NT$10,000,000, it must be reported
at the latest subsequent board meeting; if the
amount exceeds NT$20,000,000, it must be
approved by the board of directors.
(2) The acquisition or disposal of equipment
should be done by one of the methods of
inquiry, price comparison, negotiation or
bidding. If the amount is less than
NT$10,000,000 (inclusive), it should be
approved step by step according to the
authorization
method;
if
the
amount
exceeds NT$10,000,000 In this case, it should
be submitted to the general manager for
approval and then approved by the board of
directors.		 2. Determination process of transaction
conditions and authorization amount
(1) To acquire or dispose of real estate, the
transaction conditions and transaction
price should be determined with reference
to the announced current value, assessed
value, actual transaction price of adjacent
real estate, etc., and an analysis report
should be prepared and submitted. If the
amount is less than NT$150,000,000, the
review should be carried out in accordance
with the following approved at the
decision-making level. If the amount
exceeds
NT$150,000,000,
it
must
be
approved by the board of directors. If there
are other relevant methods for acquiring or
disposing of assets with lower approval
authority
than
these
measures,
that
method willprevail.
Obtain or dispose of real estate
approval authority
GM
Chairman
NT10,000,000
NT150,000,000
(2)
The
acquisition
or
disposal
of
equipment should be done by one of the
methods of inquiry, price comparison,
negotiation or bidding. If the amount is
less than NT$50,000,000, it should be
approved by a vote; if the amount exceeds
NT$50,000,000, It needs to be approved by
the board of directors before it can be done.
Obtain or dispose of real estate approval
authority
GM
Chairman
NT8,000,000
NT50,000,000		 Improve
decision-
making
efficiency
Obtain or dispose of real estate approval
authority
GM Chairman
NT8,000,000 NT50,000,000
  • 37 -

Annex5 Annex6

Annex5
Annex6		 Annex5
Annex6		 Annex5
Annex6		 Annex5
Annex6
Nomination list of candidates for election of directors and independent directors
Nominator
Category		 Name Educational
qualifications		 Experience Current position Name of the
government
or legal
person
represented		 Number
of shares
held
Director Chen
Mingzhi		 National Taiwan
University EMBA
credit course
Electronic
Engineering
Department of
Wu Feng
Technical College		 Chairman of
Bestec
Power
Electronics
Co., Ltd.		 Chairman of Forfune
International Co., Ltd.
Chairman of Wan Jhih
Electronic Limited.
Chairman of Ninety-
Nine Electronic
Limited
Chairman of Xuhong
Investment Co., Ltd.
Chairman of Xuli
Investment Co., Ltd.
Chairman of Lianyao
Investment Co., Ltd.
Chairman of Bestec
Power International,
Ltd.
Chairman of Enteck
Power Electronic Co.,
Ltd.
Chairman of Popular
brand Co., Ltd.
Rich Fountain Co.,Ltd
Director
Forune
International
Co., Ltd.		 11,260,490
Director Deng
Ruiling		 New South Wales
Institute of
Technology,
Australia
Department of
French, Tamkang
University		 General
Manager of
Bestec
Power
Electronics
Co., Ltd.
Executive
Deputy
General
Manager of
Bestec
Power
Electronics
Co., Ltd.
Hongde
Industrial
Business		 Chairman of Ruizhi
Construction and
Development
Technology Co., Ltd.
Director of Lianzhi
Construction
Technology (Co., Ltd.)
Chairman of Anxu
Biotechnology Co.,
Ltd.
Chairman of Bestec
Biotechnology Co.,
Ltd.
Chairman of Baotai
Construction Co., Ltd.		 918,929
Director Chen
Yiwen		 California State
University
Fullerton/BA		 ISD Interior
Design-
Design
Assistant,
BULA-
Administrati
on, Liande
Electronics
Co., Ltd.
PM,
Ubiquiti-MP
PM		 Self-employer 5,170,642
Director Chen
Songzhe		 California
State
University
Fullerton/MBA		 BXterra-PM,
Bestec Power
Electronics
Co., Ltd. PM		 ASUS Computer-PM 5,512,615
Independe
nt director		 Wang
Ruibin		 Master of
Accounting from
the University of
Houston, Master
of Business
Administration
from Eastern
Michigan
University		 Deputy
General
Manager of
Leo
Computer
Information
and
Network
Business
Group		 Director and Deputy
General Manager of
Qihong Technology
Co., Ltd.
AVC AMERICA
INC.Legal
Representative
Director
Independent Director
of Huimin Industrial
Co., Ltd.		 0
Independe
nt director		 Lin Lifen Graduated from
the Accounting		 Team leader
of Zhengye		 Rotating accountant of
Taipei City		 0
  • 38 -
Department of
National Taiwan
University,
Accountant of the
Republic of China		 United
Accounting
Firm,
Accounting
Section Chief
of Yutong
Global
Technology
Co., Ltd.		 Government's
Commercial
Department, director
of Lin Lifen
Accounting Firm, and
independent director
of Kuanhong Art
Agency Co., Ltd.
Independent Director
of Ditu Technology
and Culture Co., Ltd.
Independe
nt director		 Chen
Baihua		 Bachelor of
Commerce,
Department of
Accounting, Fu
Jen Catholic
University, Master
of Economics,
National Taiwan
University, Ph.D.,
School of Finance
and Economics,
Taipei University
of Commerce		 Chairman of
Taipei
Institute of
Certified
Public
Accountants
Vice
Chairman of
Taipei
Institute of
Certified
Public
Accountants
Manager
and
Certified
Public
Accountant
of Mingyao
Accounting
Firm		 Director of Dunwei
Associates Accounting
Firm, honorary
chairman of the Taipei
Accountants
Association, chairman
of the National Taipei
University of
Commerce Alumni
Association, founding
chairman of the
Taiwan Industrial
Cooperation and
Development
Association, and part-
time associate
professor at the
National Taipei
University of
Commerce
Professional and
technical personnel,
arbitrator of the
Arbitration
Association of the
Republic of China,
director of the
National Federation of
Accountants Institute
of the Republic of
China (term
98.08~present) and
chairman of the Laws
and Regulations
Committee, director of
Shih Hsin University,
supervisor of the
Taipei City Cultural
Foundation,
administrative legal
person Taipei
Performing Arts
Center Supervisor		 0
  • 39 -

Annex7

Annex7
Job title Name Concurrent positions
Director Fortune
International
(Co., Ltd.):
Representative
Chen Mingzhi
Chairman of Forfune International Co., Ltd.
Chairman of Xuhong Investment Co., Ltd.
Chairman of Xuli Investment Co., Ltd.
Chairman of Enteck Power Electronic Co., Ltd.
Chairman of Popular brand Co., Ltd.
Rich Fountain Co., LtdDirector
Director Deng Ruiling Chairman of Ruizhi Construction and Development Technology Co., Ltd.
Director of Lianzhi Construction Technology (Co., Ltd.)
Chairman of Anxu Biotechnology Co., Ltd.
Director Chen Yiwen
None
Director Chen Songzhe ASUS Computer-PM
Independent
director
Wang Ruibin
Director and Deputy General Manager of Qihong Technology Co., Ltd.
AVC AMERICA INC.Legal Representative Director
Independent Director of Huimin Industrial Co., Ltd.
Independent
director		 Lin Lifen
Rotating accountant of Taipei City Government's Commercial Department,
director of Lin Lifen Accounting Firm, and independent director of Kuanhong Art
Agency Co., Ltd. Independent Director of Ditu Technology and Culture Co., Ltd.
Independent
director		 Chen Baihua
Director of Dunwei Associates Accounting Firm, honorary chairman of the Taipei
Accountants Association, chairman of the National Taipei University of Commerce
Alumni Association, founding chairman of the Taiwan Industrial Cooperation and
Development Association, and part-time associate professor at the National Taipei
University of Commerce Professional and technical personnel, arbitrator of the
Arbitration Association of the Republic of China, director of the National
Federation of Accountants Institute of the Republic of China (term 98.08~present)
and chairman of the Laws and Regulations Committee, director of Shih Hsin
University, supervisor of the Taipei City Cultural Foundation, administrative legal
person Taipei Performing Arts Center Supervisor
  • 40 - 
Appendix 1

Rules of Procedure for the Shareholders' Meeting of Bestec Electronics Co., Ltd.

First Amendment June 22, 2012 The second revision August 27, 2021

  1. In order to establish a good shareholder governance system, improve the supervisory function and strengthen the management function of the company, this rule is formulated in accordance with Article 5 of the Code of Practice for Corporate Governance of Listed OTC Companies for compliance.

  2. The rules of procedure of the company's shareholders' meeting shall be in accordance with the provisions of these rules, unless otherwise stipulated by laws or articles of association.

  3. The general meeting of shareholders of the company shall be convened by the board of directors unless otherwise stipulated by laws and regulations.

The company shall, 30 days before the regular shareholders' meeting or 15 days before the extraordinary shareholders' meeting, submit the notice of the shareholders' meeting, the power of attorney, the reasons and explanations for various proposals, such as the admission proposal, the discussion proposal, the election or dismissal of directors, etc. The data is made into an electronic file and sent to the Public Information Observatory. And 21 days before the regular shareholders' meeting or 15 days before the extraordinary shareholders' meeting, the shareholders' meeting manual and supplementary materials for the meeting will be prepared and sent to the public information observation station as electronic files. Fifteen days before the shareholders' meeting, the manual of the shareholders' meeting and supplementary materials for the meeting shall be prepared for shareholders to request and read at any time, and shall be displayed at the company and the professional stock affairs agency appointed by the company, and shall be distributed on the site of the shareholders' meeting.

The notification and announcement shall specify the reason for the convening; the notification may be done electronically if the counterparty agrees.

Appointment or dismissal of directors, change of articles of association, capital reduction, application for cessation of public offering, directors' non-competition permit, capital increase from surplus, capital increase from public reserve, company dissolution, merger, division, or the various subparagraphs of Article 185, Paragraph 1 of the Company Law The matters mentioned in Article 26-1 and Article 43-6 of the Securities Exchange Law, and the matters mentioned in Article 56-1 and Article 60-2 of the Issuer’s Guidelines for Handling the Offering and Issuance of Securities shall be submitted in the The reason for the convening shall list and explain its main content, and shall not be raised as an interim motion.

The reason for the convening of the board of directors has stated the comprehensive re-election of directors and the date of their inauguration. After the re-election of the shareholders' meeting is completed, the same meeting shall not change the date of their inauguration by temporary motion or other means.

Shareholders who hold more than 1% of the total issued shares. May submit to the company general meeting of shareholders, not more than one. Those with more than one proposal shall

  • 41 -

not be included in the motion. In addition, if a proposal proposed by a shareholder falls under any of the circumstances in Subparagraph 4 of Article 172-1 of the Company Law, the board of directors may not include it as a proposal. Shareholders may submit suggestive proposals to urge the company to promote public interests or fulfill social responsibilities. The procedure shall be limited to one item in accordance with the relevant provisions of Article 172-1 of the Company Law. Proposals exceeding one item shall not be included in the proposal. .

The company shall announce the acceptance of shareholders' proposals, the written or electronic acceptance method, the acceptance location, and the acceptance period before the shareholders' general meeting is held and before the closing date of stock transfer. The acceptance period shall not be less than ten days.

Proposals proposed by shareholders shall be limited to 300 words, and proposals exceeding 300 words shall not be included in the proposal. Proposing shareholders should attend the general meeting of shareholders in person or by entrusting others, and participate in the discussion of the proposal.

The company shall notify the proposing shareholders of the handling result before the notification date of the shareholders meeting. The proposals that meet the provisions of this article shall be listed in the meeting notice. For shareholder proposals that are not included in the proposal, the board of directors shall explain the reasons for not including them at the shareholders' meeting.

  1. Shareholders may, at each shareholders' meeting, issue a power of attorney issued by the company, specifying the scope of authorization, and entrust a proxy to attend the shareholders' meeting. Each shareholder shall issue a power of attorney, limited to one person, and shall send it to the company five days before the shareholders' meeting. If there are duplicate powers of attorney, the one delivered first shall prevail. However, this does not apply to those entrusted before the declaration is revoked.

  2. After the power of attorney is delivered to the company, shareholders who wish to attend the shareholders' meeting in person or exercise their voting rights in writing or electronically shall notify the company in writing of the cancellation of the proxy two days before the shareholders' meeting. If the cancellation is overdue, the voting rights performed by the authorized proxy shall prevail.

  3. The place where the shareholders' meeting is held shall be the location of the company or a place that is convenient for shareholders to attend and is suitable for holding the shareholders' meeting. Meetings should start no earlier than 9:00 am or later than 3:00 pm. The place and time of the meeting shall fully consider the opinions of the independent directors.

  4. The company shall specify in the meeting notice the time for accepting shareholders' report, the location of the report, and other matters that should be paid attention to. The time for acceptance of shareholder registration in the preceding paragraph shall be at least 30 minutes before the start of the meeting. There should be a clear sign at the registration office, and adequate and qualified personnel should be assigned to handle it.

  5. Shareholders themselves or proxies entrusted by shareholders (hereinafter referred to as

  6. 42 -

shareholders) shall attend the shareholders' meeting by presenting their attendance certificates, attendance cards or other attendance certificates. The company shall not arbitrarily add to the supporting documents required by the shareholder's attendance to require other supporting documents. The solicitor who belongs to the solicitation power of attorney shall bring his identity certificate for verification.

The company shall set up a signature book for the attendance of shareholders to sign in, or the attendance card shall be submitted by the attending shareholder to sign in.

The company shall deliver the meeting manual, annual report, attendance certificate, speech slips, votes and other meeting materials to the shareholders attending the shareholders' meeting; if there are directors to be elected, the ballots shall be attached.

When the government or legal person is the shareholder, the representative attending the shareholders meeting is not limited to one person. When a legal person is entrusted to attend a shareholders' meeting, it may only designate one representative to attend.

  1. If the shareholders' meeting is convened by the board of directors, its chairman shall be the chairman. When the chairman asks for leave or is unable to exercise his powers for some reason, the vice chairman shall act as his representative. If there is no vice-chairman or the vicechairman is also on leave or unable to exercise his powers for some reason, the chairman shall designate a managing director to act as his representative. If it does not have an executive director, a director shall be designated to act as its representative. If the chairman does not designate an agent, the managing director or one of the directors shall recommend one of them to act as the agent.

  2. The chairman referred to in the preceding paragraph shall be the executive director or a director acting as an agent, and the executive director or director who has served for more than six months and understands the company's financial and business conditions shall serve as the chairman. The same applies if the chairman is the representative of the corporate director. The chairman of the board of directors should personally preside over the shareholders' meeting convened by the board of directors. In addition, more than half of the directors of the board of directors should attend in person, and at least one member of various functional committees should attend. The attendance status shall be recorded in the minutes of the shareholders' meeting.

If the shareholders' meeting is convened by the board of directors or other persons with the right to convene, the chairman of the meeting shall be the person with the right to convene. When there are more than two persons with the right to convene, one of them shall be elected from each other.

The company may appoint lawyers, accountants or related personnel to attend the shareholders' meeting.

  1. The company shall make continuous and uninterrupted audio and video recordings of the shareholder registration process and voting counting process from the time the registration is accepted.

The audio-visual materials mentioned in the preceding paragraph shall be kept for at least one

  • 43 -

year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Law, it shall be preserved until the lawsuit is concluded.

  1. Attendance at the shareholders' meeting shall be calculated based on shares. The number of shares attended is calculated based on the signature book or attendance card submitted, plus the number of shares that exercise voting rights in written or electronic means.

When the meeting time has expired, the chairman shall immediately announce the opening of the meeting, and at the same time announce relevant information such as the number of nonvoting rights and the number of shares present.

However, if shareholders representing more than half of the total number of issued shares are not present, the chairman may announce the postponement of the meeting. The number of delays is limited to two times, and the total delay time shall not exceed one hour. If there are still not enough shareholders representing more than one-third of the total issued shares to attend after the second postponement, the chairman will announce that the meeting will be adjourned.

If the preceding paragraph is postponed twice and the amount is still insufficient and there are shareholders representing more than one-third of the total issued shares present, a false resolution may be made in accordance with Article 175, Paragraph 1 of the Company Law, and the false resolution shall be notified to all parties. Shareholders shall convene another shareholders' meeting within one month.

Before the end of the current meeting, if the number of shares represented by the present shareholders reaches more than half of the total number of issued shares, the chairman may resubmit the false resolution made to the general meeting for voting in accordance with Article 174 of the Company Law.

  1. If the shareholders meeting is convened by the board of directors, the agenda shall be determined by the board of directors. Relevant motions (including provisional motions and amendments to original motions) shall be decided on a case-by-case basis. The meeting shall be conducted in accordance with the scheduled agenda, which shall not be changed without a resolution of the shareholders' meeting.

If the shareholders' meeting is convened by a person other than the board of directors who has the right to convene, the provisions of the preceding paragraph shall apply mutatis mutandis. Before the conclusion of the agenda (including temporary motions) scheduled in the first two items, the chairman shall not adjourn the meeting without a resolution. If the chairman announces the adjournment of the meeting in violation of the rules of procedure, other members of the board of directors shall promptly assist the attending shareholders in accordance with the legal procedures, and elect a person as the chairman with the consent of more than half of the voting rights of the attending shareholders to continue the meeting.

The chairman shall give full explanations and opportunities for discussion on proposals and amendments or temporary motions proposed by shareholders. When it is deemed to be ready for voting, it may announce the cessation of discussion, put it up for voting, and arrange adequate voting time.

  • 44 -

  • Before attending a shareholder's speech, a statement must be filled out to specify the gist of the speech, shareholder account number (or attendance card number) and account name, and the chairman will determine the order of their speeches.

  • Shareholders attending the meeting who only put forward speech slips but did not make a speech shall be deemed as having not made a speech. If the content of the speech is inconsistent with the record of the speech, the content of the speech shall prevail.

Each shareholder may not speak more than twice on the same proposal without the consent of the chairman. Each time shall not exceed five minutes, but if a shareholder's speech violates the regulations or exceeds the scope of the topic, the chairman may stop the shareholder from speaking.

When the present shareholder is speaking, other shareholders are not allowed to interfere with the speech unless they have obtained the consent of the chairman and the shareholder who is speaking. Violators shall be stopped by the chairman.

When a legal person shareholder appoints two or more representatives to attend the shareholders' meeting, only one person may speak on the same proposal.

  • After attending shareholders' speeches, the chairman may reply in person or by designating relevant personnel.

  • Voting at the shareholders' meeting shall be based on shares.

  • The number of shares of non-voting shareholders shall not be included in the total number of issued shares for the resolutions of the shareholders' meeting.

Shareholders who have their own interests in matters at the meeting that may harm the interests of the company may not participate in voting, and may not exercise their voting rights on behalf of other shareholders.

The number of shares that cannot exercise voting rights in the preceding paragraph shall not be included in the number of voting rights of shareholders present.

Except for a trust enterprise or a stock affairs agency approved by the competent securities authority, when one person is entrusted by two or more shareholders at the same time, the voting rights of the agent shall not exceed 3% of the total number of issued shares. Not counted.

  1. Shareholders have one voting right per share; however, this restriction does not apply to those who are restricted or have no voting rights as listed in Article 179, Item 2 of the Company Law. When the company convenes a general meeting of shareholders, it shall use electronic means and may exercise its voting rights in written form. When exercising voting rights in writing or electronically, the method of exercising shall be specified in the shareholders' meeting convening notice. Shareholders who exercise their voting rights in writing or electronically shall be deemed to have attended the shareholders' meeting in person. However, the interim motions and amendments to the original proposals at the shareholders' meeting are deemed as abstentions, so the company should avoid proposing interim motions and amendments to the original proposals.

Unless otherwise provided for by the Company Law and the Articles of Association of the company, voting on proposals shall be passed with the consent of more than half of the voting

  • 45 -

rights of the shareholders present.

When voting, the chairman or his designated person shall announce the total number of voting rights of shareholders present, and the shareholders shall vote on a case-by-case basis. And on the day after the shareholders' meeting is held, the results of shareholders' approval, objection and abstention are entered into the public information observation station.

When there is an amendment or alternative to the same proposal, the chairman shall determine the order of voting with the original proposal. If one of the proposals has been passed, the other proposals shall be deemed to be rejected, and there is no need to vote again.

The scrutiny and counting personnel for voting on proposals shall be designated by the chairman, but the scrutiny personnel shall have the status of shareholders.

The counting of votes or election proposals at the shareholders' meeting shall be done at a public place in the shareholders' meeting. And after the counting of votes is completed, the voting result shall be announced on the spot, including the weight of statistics, and shall be recorded.

  1. When the shareholders' meeting elects directors, it shall follow the relevant selection and appointment rules stipulated by the company. The results of the election shall be announced on the spot, including the list of elected directors and the number of voting rights they have received, and the list of unsuccessful directors and the number of voting rights they have obtained.

  2. The ballot papers for the elections mentioned in the preceding paragraph shall be sealed and signed by the scrutineer, and shall be kept in a safe place for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Law, it shall be preserved until the lawsuit is concluded.

  3. Minutes of the resolutions of the shareholders' meeting shall be prepared and signed or sealed by the chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting. The production and distribution of the meeting minutes may be done electronically.

  4. The distribution of the minutes of the proceedings mentioned in the preceding paragraph may be done by means of an announcement entered by the Public Information Observatory. The minutes of the meeting shall accurately record the year, month, day, venue, name of the chairman, resolution method, essentials of the proceedings and voting results (including statistical weights) of the meeting. When there is election of directors, the number of votes of each elected person shall be disclosed. During the existence of the company, it shall be permanently preserved.

  5. The company shall clearly disclose the number of shares acquired by the solicitor and the number of shares represented by the entrusted agent in the shareholders' meeting on the day of the shareholders' meeting, in accordance with the prescribed format. Resolutions of the shareholders' meeting, if there is any material information required by laws and regulations or Taiwan Stock Exchange Co., Ltd. (Taiwan Securities OTC Exchange). The company shall transmit the content to the public information observation station within the specified time.

  6. 46 -

  7. Personnel handling the shareholders' meeting shall wear identification cards or armbands. The chairman may direct the pickets (or security personnel) to assist in maintaining order at the venue. When pickets (or security personnel) are present to help maintain order, they should wear armbands or identification cards with the words "Pickets".

  8. If the venue is equipped with sound amplification equipment, the chairman may stop the shareholders from speaking through the equipment provided by the company. Shareholders who violate the rules of procedure and refuse to obey the chairman's correction, obstruct the progress of the meeting and refuse to comply, may be ordered by the chairman to ask the pickets or security personnel to leave the meeting place.

  9. When the meeting is in progress, the chairman may announce a break at a discretionary time. In the event of an irresistible event, the chairman may rule to temporarily suspend the meeting. And announce the time for the continuation of the meeting according to the situation. Before the conclusion of the agenda scheduled by the shareholders' meeting (including temporary motions), the venue for the meeting cannot continue to be used at that time, and the shareholders' meeting may resolve to find another venue to continue the meeting. The shareholders' meeting may, in accordance with Article 182 of the Company Law, resolve to postpone or continue the meeting within five days.

  10. These rules shall come into force after being approved by the shareholders' meeting, and the same shall apply when they are amended.

  11. 47 - 

Appendix 2

Articles of Association of Bestec Power Electronics Co., Ltd.

Chapter1 General

  • Article 1: The company is organized in accordance with the provisions of the Company Law and named Bestec Power Electronics Co., Ltd

  • Article 2: The business of the company is as follows:

  • 1.CA02990 Other metal products manufacturing industry

  • 2.CA04010 Surface treatment industry

  • CB01010 Machinery and equipment manufacturing industry

  • CB01020 Business Machine Manufacturing

  • 5.CC01010 Power generation, transmission and distribution machinery manufacturing

  • CC01030 Manufacturing of electrical appliances and audio-visual electronic products

  • CC01040 Lighting equipment manufacturing industry

  • CC01060 Wired communication machinery and equipment manufacturing industry

  • 9.CC01070 Wireless communication machinery and equipment manufacturing industry

10.CC01080 Electronic component manufacturing industry

  1. CC01090 Battery Manufacturing

  2. 12.CC01110 Computer and peripheral equipment manufacturing industry

13.CC01120 Manufacturing and reproduction of data storage media

14.CC01990 Manufacturing of other electrical and electronic machinery and equipment

15.CB01990 Other machinery manufacturing industry

16.CD01010 Ship and its parts manufacturing industry

17.CD01020 Rail vehicle and its parts manufacturing industry

18.CD01030 Automobile and its parts manufacturing industry

19.CD01040 Locomotive and its parts manufacturing industry

20.CD01050 Bicycle and its parts manufacturing industry

21.CD01060 Aircraft and its parts manufacturing industry

22.CD01990 Manufacturing of other means of transportation and its parts

23.CE01010 General Instrument Manufacturing

24.CE01030 Optical Instrument Manufacturing

25.CE01040 Watch manufacturing industry 26.CE01990 Other optical and precision instrument manufacturing industry

27.D101060 Renewable energy self-use power generation equipment industry

28.E599010 Piping engineering industry

29.E601010 Electrical appliance packaging industry

30.E601020 Electrical installation industry

31.E603010 Cable installation engineering industry

32.E603040 Fire safety equipment installation engineering industry

33.E603050 Automatic control equipment engineering industry

34.E603090 Lighting equipment installation engineering industry

  • 48 -

35.E604010 Mechanical installation industry 36.E605010 Computer equipment installation industry 37.E701010 Communication engineering industry 38.E801010 Interior decoration industry 39.EZ05010 Instrument and instrument installation engineering industry 40.EZ14010 Sports field equipment engineering industry 41.EZ99990 Other engineering industries 42.F219010 Retailing of electronic materials 43.F119010 Wholesale of electronic materials 44.F113070 Wholesale of telecommunication equipment 45.F211010 Retailing of building materials 46.F213060 Retailing of telecommunications equipment 47.F113020 Wholesale of electrical appliances 48.F113030 Wholesale of precision instruments 49.F113050 Wholesale of computers and business machinery and equipment 50.F113990 Wholesale of other mechanical appliances 51.F114030 Wholesale of automobile and locomotive spare parts 52.F114060 Wholesale of ships and their parts 53.F114070 Wholesale of aircraft and its parts 54.F114080 Wholesale of rail vehicles and their parts 55.F114990 Wholesale of other means of transportation and their parts 56.F213010 Electrical retailing 57.F213030 Retailing of computers and business machinery and equipment 58.F213040 Retailing of precision instruments 59.F213080 Retail trade of machinery and appliances 60.F213990 Retail trade of other mechanical appliances 61.F214030 Automobile and locomotive spare parts retailing 62.F214060 Retailing of ships and their parts 63.F214070 Aircraft and its parts retailing 64.F214080 Rail vehicles and their parts retail 65.F214990 Retailing of other means of transportation and their parts 66.F401010 International trade industry 67.F401991 Other import and export business 68.G801010 Storage industry 69.H701010 Residential and building development leasing and sales 70.I301010 Information software service industry 71.I301020 Data processing service industry 72.I301030 Electronic information supply service industry 73.I503010 Landscape and interior design

74.I599990 Other design industries

  • 49 -

  • 75.IG03010 Energy technology service industry

  • 76.JA02010 Electrical and electronic product repair industry

  • 77.JA02990 Other repair industry

  • 78.JE01010 Leasing industry

  • 79.ZZ99999 In addition to licensed business, may operate business that is not prohibited or restricted by law

  • Article 2-1: The company is not subject to the restriction of reinvestment exceeding 40% of the paid-in share capital as stipulated in Article 13 of the Company Law.

  • Article 3: The head office of the company is located in Taoyuan City. When necessary, branch companies can be established at home and abroad with the resolution of the board of directors.

  • Article 4: The company's announcement method shall be handled in accordance with Article 28 of the Company Law.

Chapter2 Shares

  • Article 5: The capital of the company is rated at NT$1.6 billion, which is divided into 160 million shares, all of which are ordinary shares. NT$10 per share, of which unissued shares are authorized to be issued by the board of directors. Within the total capital in the preceding paragraph, NT$80,000,000 shall be reserved for employee stock option certificates, special shares with stock options, or corporate bonds with stock options to exercise stock options. Resolutions are issued in installments.

  • Article 6: The stock certificates of the company shall be in registered form, signed or sealed by the director representing the company, and issued after being issued by a bank that is legally authorized to issue certificates. Shares issued by the company may be exempted from printing stock certificates. Please contact the centralized securities depository institution to register the issued shares and follow the regulations of the institution.

  • Article 7: The stock affairs of the company shall be handled in accordance with the "Standards for the Handling of Share Affairs of Public Offering Companies" promulgated by the competent authority.

Chapter3 Shareholders' meeting

  • Article 8: There are two types of shareholders' meeting: regular meeting and extraordinary meeting. The regular meeting is held once a year. It shall be convened by the board of directors according to law within six months after the end of each fiscal year. The interim meeting shall be convened according to law when necessary.

  • Article 9: When a shareholder is unable to attend the shareholders' meeting for any reason, he or she shall issue a power of attorney issued by the company specifying the scope of authorization to entrust an agent to attend. The procedures for shareholders to attend by proxy shall be in addition to the provisions of Article 177 of the Company Law. It is handled in accordance with the "Rules on the Use of Power of Attorney for Attending Shareholders' Meetings of Public Issue Companies" promulgated by the competent authority.

  • 50 -

Article 10: Each shareholder of the company has one voting right. However, this does not apply to those who are restricted or have no voting rights as listed in Article 179, Item 2 of the Company Law.

  • Article 11: Unless otherwise provided by relevant laws and regulations, the resolution of the shareholders' meeting shall be attended by shareholders representing more than half of the total number of issued shares in person or by proxy, and shall be carried out with the consent of more than half of the voting rights of the present shareholders.

  • Article 12: The shareholders' meeting shall be convened by the board of directors, with the chairman as the chairman. In the absence of the chairman, the vice chairman shall act as his proxy. When the vice chairman is absent or unable to perform his duties, the chairman shall designate a director to act as his representative. If no appointment is made, the directors shall elect a proxy. It is convened by a convener other than the board of directors, and the chairman shall be the convener. When there are more than two persons with the right to convene, one of them shall be elected from each other.

  • Article 12-1: The regular shareholders' meeting shall be called 30 days before the meeting, and the extraordinary shareholders' meeting shall be called 15 days before the meeting, and the date, place and reason for the meeting shall be notified to all shareholders and announced. The convening notice of the shareholders meeting may be done electronically if the counterparty agrees. For shareholders holding less than 1,000 registered shares, the convening notice referred to in the preceding Paragraph may be issued in the form of an announcement.

  • Article 12-2: The shareholders' meeting of the company may be held by video conference or other methods announced by the central competent authority. In line with Article 44-9 of the Standards for the Handling of Stock Affairs, adopt relevant regulations such as the conditions, operating procedures, and other matters to be complied with by video conferencing, unless otherwise stipulated by the competent securities authority.

  • Article 13: The resolutions of the shareholders' meeting shall be recorded in minutes and handled in accordance with Article 183 of the Company Law.

Chapter4 Directors and Audit Committee

  • Article 14: The company shall have five to eleven directors with a term of three years and may be re-elected. The election of directors adopts the candidate nomination system stipulated in Article 192-1 of the Company Act, and the shareholders' meeting selects from the list of candidates. The total shareholding ratio of all directors of the company shall be in accordance with the regulations of the competent securities authority.

  • The company has established an audit committee in accordance with the Securities and Exchange Law, which is composed of all independent directors, and one of them serves as the convener. At least one has accounting or financial expertise. The number of members of the Audit Committee, terms of office, powers, rules of procedure, and resources to be provided when exercising powers shall be determined separately in the Organizational Regulations of the Audit Committee.

  • 51 -

  • Article 14-1: To comply with Article 14-2 of the Securities and Exchange Law, the number of independent directors of the company shall not be less than two and shall not be less than one-fifth of the number of directors. The professional qualifications, shareholding, part-time job restrictions, nomination and election methods, and other compliance matters of independent directors shall be handled in accordance with the relevant regulations of the competent securities authority.

  • Article 15: The board of directors organizes the board of directors, and more than two-thirds of the directors are present, and more than half of the directors present agree to elect one person as the chairman of the board to represent the company externally. The board of directors may, in accordance with the method specified in the preceding paragraph, elect one among themselves as the vice chairman to assist the chairman. When the chairman of the board of directors asks for leave or is unable to exercise his powers for some reason, his agency shall be handled in accordance with the provisions of Article 208 of the Company Law.

  • Article 15-1: The board of directors shall convene at least once a quarter, and the reasons for the convening shall be stated and the directors shall be notified seven days in advance. However, the board of directors may be convened at any time for urgent matters. The convening notice of the board of directors of the company may be given in writing, electronic mail (E-mail) or fax.

  • Article 16: Unless otherwise stipulated by the Company Law, resolutions of the board of directors shall be made with the presence of more than half of the directors and the consent of more than half of the directors present.

  • Directors shall attend the board meeting in person. If a director is unable to attend the meeting for any reason, he shall issue a power of attorney, enumerating the scope of authorization for the reason for the convening, and authorize another director to attend the board meeting on his behalf. However, it is limited to entrusted by one person.

  • Article 16-1: The board of directors of the company may set up a salary and remuneration committee or other functional committees due to the needs of business operations.

  • Article 17: When the vacancy of directors reaches one-third, the board of directors shall hold a byelection of an extraordinary meeting of shareholders within 60 days. The term of office shall be limited to making up the term of the original office.

  • Article 17-1: When the directors of the company perform their duties in the company, the company may pay remuneration regardless of the company's operating profit or loss. The remuneration of directors is authorized to the board of directors to be negotiated according to the degree of participation in the company's operations and the value of their contributions, and with reference to the usual level of peers. If the company has surplus, the remuneration shall be distributed in accordance with the provisions of Article 20. The director's remuneration shall be at least NTD30,000 per month. Chapter5 Manager

  • Article 18: The company has a general manager, several deputy general managers and managers.

  • 52 -

Their appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Law.

Chapter6 Accounting

  • Article 19: At the end of each fiscal year of the company, the board of directors shall prepare the

  • following list and submit it to the shareholders' regular meeting for approval according to legal procedures.

  • Business report.

  • Financial statements.

  • Proposal on profit distribution or loss compensation.

  • Article 20: If the company makes a profit in the year, no less than 5% of the pre-tax net profit shall be appropriated as employee remuneration and the upper limit of no higher than 4% shall be used as director remuneration. However, if the company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate employee remuneration and director remuneration in proportion to the preceding paragraph.

The remuneration of employees referred to in the preceding paragraph may be paid in stock or in cash. The recipients of the payment may include employees of affiliated companies who meet the conditions set by the board of directors. Directors' remuneration shall be in cash only.

The distribution of employee remuneration and director remuneration in the preceding two paragraphs shall be resolved by the board of directors and reported to the shareholders' meeting.

  • Article 21: If the company has a surplus in its annual final accounts, in addition to paying taxes and making up for accumulated losses (including adjusting the amount of undistributed surplus) according to law, 10% should be raised as a statutory surplus reserve. However, this does not apply when the statutory surplus reserve has reached the total capital. And set aside or reverse the special surplus reserve in accordance with laws and regulations. If there is any remaining balance, together with the undistributed surplus at the beginning of the period (including the adjusted undistributed surplus amount), the board of directors shall prepare a surplus distribution proposal and submit it to the shareholders' meeting for a resolution on the distribution of shareholder dividends.

  • The company's dividend policy will consider the company's future business expansion plans, capital needs, and domestic and foreign competition conditions, and take into account factors such as shareholders' interests, and allocate more than 50% of the distributable earnings in Article 20 to distribute shareholder dividends, of which cash dividends Not less than 30% of the total amount of dividends. However, the type and ratio of such surplus distribution may be adjusted by resolution of the shareholders' meeting depending on the actual profit and capital status of the year.

  • 53 -

Article 21-1: If the company needs to cancel the public offering, it shall submit a resolution of the shareholders' meeting for approval. And this provision will not be changed during the period of emerging and listing.

Chapter7 Supplementary Provisions

Article 22: Matters not covered in this Articles of Association shall be handled in accordance with the provisions of the Company Law and relevant laws and regulations.

Article 23: This constitution was established on December 7, 1987.

  • The first amendment was on July 20, 1989.

  • The second amendment was on May 2, 1990. The third amendment was on March 20, 1992.

  • Amendment 4 on July 15, 1997. Amendment 5 on June 29, 1998. Amendment 6 on June 25, 1999. Amendment 7 on July 5, 2000. Amendment 8 on August 10, 2000. Amendment 9 on April 16, 2001. Amendment 10 on November 25, 2002. Amendment 11 on June 27, 2003. Amendment 12 June 14, 2004. Amendment 13 June 14, 2005. Amendment 14 June 20, 2006. Amendment 15 on June 8, 2007. Amendment 16 June 19, 2009. Amendment 17 on June 18, 2010. Amendment 18 on June 22, 2012. Amendment 19 on June 28, 2013. Amendment 20 on June 30, 2015. Amendment 21 on June 29, 2016. Amendment 22 on June 28, 2017. Amendment 23 on June 27, 2019. Amendment 24 on June 23, 2020. Amendment 25 on August 27, 2021. Amendment 26 June 29, 2022.

  • 54 - 

Appendix 3

Bestec Power Electronics Co.,L.T.D

Director election method

  • Article 1: The election of directors of the company shall be conducted in accordance with the provisions of these regulations, unless otherwise provided by laws or articles of association.

  • Article 2: The election of directors of the company shall be by registered cumulative voting. The name of the elector shall be replaced by the attendance certificate number printed on the election ticket. In the election of directors of the company, each share shall have the number to be elected. Those with the same voting rights may elect one person collectively or distribute the election among several persons. Shareholders may exercise their voting rights electronically. The exercise method shall be handled in accordance with the Company Law and the regulations of the competent authority.

  • Article 3: The directors of the company shall calculate the voting rights of independent directors and non-independent directors according to the quota stipulated in the company's articles of association. Those with more electoral votes will be elected in sequence. If there are two or more people with the same number of votes, they shall be elected separately. If the number of seats exceeds the prescribed quota, the number of candidates with the same number of votes will be determined by drawing lots. For those who did not attend, the chairman will draw lots on his behalf.

When the government or legal entity is a shareholder of the company, its representative may not be elected or serve as a director of the company at the same time, unless approved by the competent authority. The provisions of Article 27, Paragraph 2 of the Company Law do not apply.

The election of directors of the company follows a candidate nomination system in accordance with Article 192-1 of the Company Law. Independent directors and nonindependent directors shall be nominated separately.

The qualifications and selection of independent directors of the company should comply with the provisions of the "Regulations on the Establishment and Matters to be Observed of Independent Directors of Publicly Offered Companies".

  • Article 4: The selection of directors of the company shall take into consideration the overall configuration of the board of directors. Board members should consider diversified composition. Board members should generally possess the knowledge, skills and qualities necessary to perform their duties. Their overall abilities should be as follows:

  • Operational judgment ability.

  • Accounting and financial analysis skills.

  • Operation and management capabilities.

  • Crisis handling capabilities.

  • Industrial knowledge.

  • International market outlook.

  • Leadership skills.

  • Decision-making ability.

  • 55 -

There should be more than half of the directors of the company, and they are not allowed to have spouses or relatives within the second degree.

  • Article 5: At the beginning of the election, the chairman shall designate a number of scrutineers and tellers who are shareholders to perform various relevant duties.

  • Article 6: For the election of directors, the board of directors shall set up a ballot box, and the scrutineers will open the ballot box in public before voting.

  • Article 7: If the electee is a shareholder, the elector must fill in the electee's account name and add the shareholder's account number in the "Electee" column of the election ticket. If the person is not a shareholder, the name of the electee and the unified ID card number should be filled in on the electoral ballot. However, if the government or legal person shareholder is the electee, the name of the electee should be filled in the name column of the electoral ballot. , the name of the government or legal person and the name of its representative may also be filled in; when there are several representatives, the names of the representatives shall be filled in respectively.

  • Article 8: An electoral vote shall be invalid if it falls under any of the following circumstances:

  • (1) The ballot papers specified in these regulations are not used.

  • (2) Putting blank electoral votes into the ballot box.

  • (3) The handwriting is unclear and cannot be read or has been altered.

  • (4) If the electee filled in is a shareholder, his identity and shareholder account number do not match the shareholder list; if the elector filled in is not a shareholder, his name and identity card number do not match after verification.

  • (5) In addition to filling in the name of the electee and the shareholder account number or ID card number, other words are included.

  • (6) The name of the elector filled in is the same as that of other shareholders, but the shareholder account number or ID card number is not filled in for identification.

  • (7) Two or more electees are listed on the same electoral ballot.

  • Article 9: After the voting is completed, the votes will be counted on the spot. The results of the voting will be announced by the chairman on the spot, including the list of elected directors and their voting rights.

The electoral votes for the election matters mentioned in the preceding paragraph shall be properly kept and kept for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Law, it shall be preserved until the lawsuit is concluded.

  • Article 10: The elected directors and supervisors shall be issued notices of election respectively by the company's board of directors.

  • Article 11: Matters not stipulated in these Measures shall be handled in accordance with the Company Law, the Company's Articles of Association and relevant laws and regulations.

  • Article 12: These Measures shall be implemented after approval by the shareholders' meeting, and the same shall apply when revised.

  • 56 - 

Appendix 4

Bestec Power Electronics Co., Ltd.

Shareholding of all directors

  1. According to Article 26 of the Securities Exchange Act, all directors of the company shall hold a minimum of 4,800,000 shares.

  2. As of April 30, 2024, the shareholding status of individual and all directors recorded in the shareholder re ister is as follows: g

Title Name Number of shares held
Chairman FORFUNE
INTERNATIONAL
CO.,
LTD: Chen Mingzhi		 11,260,490
Vice Chairman DengRuiling 918,929
Director Ye Yongcheng 324,021
Director Chen Xiumei 2,022,905
Independent Director Hu Senxiong 20,985
Independent Director Chen Qiulin 0
Independent Director JianJunyan 0
Total 14,547,330

  • Note 1: The company shall end the date when the shareholders meeting closes the transfer of accounts. The total number of shares held by all directors is 14,547,330 shares. Comply with the provisions of Article 26 of the Securities Exchange Law.

  • 57 -

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