BILLION - AGM Information 2023 | FinancialReports.eu

Billion Electric Co., Ltd.

Minutes of 2023 Annual General Shareholders’ Meeting

Time: 9: 00 a.m., 7 June 2023 (Wednesday)

Place: 16F, No. 192, Sec. 2, Zhongxing Rd., Xindian Dist., New Taipei City (Headquarters Conference Room)

Shares The total number of shares represented by the shareholders
represente present in person or by proxy was 67,753,366 shares d at the (including 22,617,967 shares exercised voting rights by
meeting: electronic means), and after deducting the number of shares with no voting rights as stipulated in Article 17 9 of the Company Act, 1,166,000 shares, representing 59.53% of the total issued shares of the Company.

Attendanc Director-Shi-Zhe Jian

e: Independent Directors － Yung-Yen Chen, Chang Hua Lin, Kuo-Hui Ning

Certified Public Accountant-Hui-Zhi Kou

Chairman: Zhong-Ting Chen (Chairman) Record: TI-Yin Kao

1. DECLARATION OF MEETING

Chairman gives the words: (omitted).

Report items

Proposal 1: 2022 Business Report for review. Explanation Please refer to Attachment 1 for the business report.

Proposal 2: The Audit Committee's review report on the 2022 final accounts.

Explanation 1. The Company's 2022 financial statements have been : approved by the Board of Directors and reviewed by the Audit Committee, and a review report has been issued. The financial statements have been audited by CPAs Hui-Zhi Kou and Hsin-Yi Kuo of KPMG. II. The Audit Committee is encouraged to read out the Review Report, please refer to Attachment 2.

Proposal 3: Report on the implementation of treasury stock repurchase Explanation The repurchase of treasury shares is as follows:

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Repurchase 2020/12/29- 2021/06/22- 2022/08/10-
period 2021/02/01 2021/08/09 2022/09/28
1. Shares 1,200,000
800,000 shares 168,000 shares
repurchased: shares
2. Total amount
NT NT
to be NT $3,181,498
$22,822,074 $18,492,041
repurchased:
3. Average
repurchase NT $19.02 NT $23.12 RMB 18.94
price per share:
4. Accumulated
1,200,000 2,000,000 1,191,000
shares of the
shares shares shares
Company held:
5. Accumulated
treasury shares
held as a
1.21% 2.02% 1.202%
percentage of
the Company’s
shares:
6. Purpose of Transferred to Transferred to Transferred to
repurchase: employees employees employees
(1) 962,000 Not yet Not yet
shares transferred transferred
transferred to
employees on
30 September
2021
(2) 15,000
shares
transferred to
employees on
22 September
7.
2022
Implementation:
(3) 25,000
shares
transferred to
employees on
17 March 2023
Remaining Accumulated Accumulated
shares number of number of
198,000 shares remaining remaining
shares shares
998,000 shares 1,166,000
shares
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Distribution of 2022 remuneration to employees and directors

Proposal 4: Explanation The estimated employee remuneration of NT $2,500,000 and director remuneration of NT $360,000 in 2022 are estimated : based on 5.29% and 0.76% of the pre-tax profit (the pre-tax profit before the deduction of employee and director remuneration in the current year) of NT $47,272,699, respectively, and are paid in cash.

Proposal 5: Report on the implementation of private placement of securities in 2022 (including the evaluation opinions issued by securities companies on the reasonableness and necessity)

Explanation 1. The actual amount of funds raised through private : placement in 2022 was NT $529,800,000 on 15 March 2023, with a private placement price of NT $35.32 per share, and a total of 15,000,000 privately-placed ordinary shares were issued, with a par value of NT $10 per share, which was approved by the Ministry of Economic Affairs on 22 March 2023 with the approval letter Jing-Shou-Shang-Zi No. 11230048780.
II. Please refer to Attachment 4 for the evaluation opinions issued by securities firms on rationality and necessity.
III. For the implementation of private placement of securities in 2022, please refer to Attachment 5.

Matters for Ratification

Proposal 1: 2022 business report and financial statements for recognition. (Proposed by the Board)

Explanation 1. The 2022 business report and financial statements : (including consolidated financial statements) have been approved by the Board of Directors, reviewed by the Audit Committee, and a review report has been issued. The financial statements have been audited and certified by CPAs Hui-Zhi Kou and Hsin-Yi Kuo of KPMG Taiwan.
II. Please refer to Attachment 1 and Attachment 3 for the above-mentioned accountants' audit report, financial statements and business report.

Resolution: The voting results of this resolution are as follows: Votes of attending shareholders when voting: 61,789,260 votes

Voting results	Percentage of voting rights of attendingshareholders
56,859,929 approval votes (including 17,720,636 electronic votes)	92.02%
2,679 disapproval votes (including2,679	0.00%

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electronic votes)
Votes
waived/abstained:
4,926,652 votes 7.97%
(including 27,549
electronic votes)
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The proposal was approved as proposed.

No questions raised by shareholders.

Proposal 2: Proposal for 2022 earnings distribution. (Proposed by the Board)

Explanation 1. The Company's net profit after tax for 2022 is NT : $39,904,955, and 10% of the net profit after tax of NT $4,308,732 is allocated as the statutory surplus reserve. According to the Company's Articles of Association, it is planned to propose NT $29,387,343 from the accumulated distributable surplus at the end of the period to distribute shareholders' cash dividends, with a distribution of NT $0.3 per share.
II. Once approved by the shareholders' meeting, Chairman is authorized to set the ex-dividend date and other related matters.
III. Before the ex-dividend date, if the number of outstanding shares is affected by the Company's repurchase of the Company's shares, transfer or cancelation of treasury shares, conversion of convertible bonds and other factors, resulting in a change in the shareholder's dividend rate and a need to amend it, Chairman is authorized to handle the matter at its sole discretion.
IV The cash dividends distributed this time will be distributed up to NT $1 (round down to NT $1). The fractional amount less than NT $1 will be included in the Company's other income.
The proposed distribution of earnings is shown in the following table for recognition.

Billion Electric Co., Ltd.

2022 Earnings Distribution Table

Unit: NT $

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Items Amount
Accumulated distributable earnings at the
4,128,858
beginning of the period
Add: Remeasurement of defined benefit loss
3,182,362
recognized in retained earnings
Losses to be covered after adjustment 7,311,220
Add: Net profit after tax in 2022 39,904,955
Sub-total 47,216,175
Less: Legal reserve (4,308,732)
Add: Reversal of special reserve (Note 1-3) 18,277,609
Accumulated distributable earnings at the end of
61,185,052
the period
Distribution items:
Shareholder dividend (NT $0.3 per share in
29,387,343
cash) (Note 4-5)
Undistributed earnings at the end of the period 31,797,709
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(Note)

In accordance with Jin-Guan-Cheng-Fa-Zi Letter No. 1010012865, on 31 December 2022, it is stated that the exchange difference on translation of the financial statements of foreign operating institutions is-6,080,390 and the unrealized profit and loss of financial assets measured at fair value through other comprehensive income is41,491,876, totaling-47,572,266 dollars, need to be recognized as special surplus.
As of 31 December 2021, the Company has set aside a total of NT $65,849,875 as special reserve.
Accordingly, as of 31 December 2022, the Company has set aside an additional special reserve of NT $18,277,609.
As of 31 December 2021, the Company has set aside a special reserve of NT $65,849,875 in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865.
The distribution table is based on 97,957,811 shares outstanding as of 28 February 2023.

Chairman:

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Accounting Manager: Officer:

Resolution: The voting results of this resolution are as follows: Votes of attending shareholders when voting:

61,789,260 votes

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Voting results Percentage of voting
rights of attending
shareholders
56,855,021 approval votes
(including 17,715,728 92.01%
electronic votes)
7,486 disapproval votes
(including 7,486 electronic 0.01%
votes)
Votes waived/abstained:
4,926,753 votes
7.97%
(including 4,894,753 electronic
votes)
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The proposal was approved as proposed.

No questions raised by shareholders.

IV. ELECTION MATTERS

Proposal 1: By-election of directors. (Proposed by the Board)

Explanation: 1. There is one vacancy in the current Board of Directors, and a by-election of one director is proposed.
II. The election of directors adopts a candidate nomination system. Shareholders shall elect directors from the list of director candidates from the election date on 7 June 2023 to 19 August 2024. A total of 1 director candidate has been reviewed and approved by the Board of Directors of the Company on 21 April 2023. Please refer to the following table for the list of director candidates.
III. Please elect.

List of candidates for directors

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Name of candidate Major Education (Experience)
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MBA, National Taiwan University Department of Law, National Taiwan University Accounting Department of Chung Yuan Sino-American Silicon Christian University Products Sino-American Silicon Products Inc. GM Corporation Senior Partner of KPMG Taiwan Representative Chief Accountant of Electronics and Zhengan Chen Semiconductor Industry Director, Tsai Finance and Economics Research and Education Foundation, CEO

Assistant Manager, Underwriting Department of Grand Cathay Securities

Result of The list of elected directors and the number of voting rights are as follows: election:


Identity	Account Name of the Elected Person	Elected Rights
Director	Sino-American Silicon Products Corporation Representative Zhengan Chen	55,564,949 votes

Other proposals

Proposal 1: To release the newly elected directors from non-competition restrictions. (Proposed by the Board)

Explanation:

According to Article 209 of the Company Act, “a director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the shareholders’ meeting the essential contents of such an act and obtain approval.”

II.By-election of director candidates:

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Name of director Name and position of companies
operating similar business
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Name of director Name and position of companies operating similar business	Name of director Name and position of companies operating similar business
Representative of Sino-American Silicon Products Inc. Zhengan Chen	Sino-American Silicon Products Inc. GM Director (representative) of Advanced System Inc. Director representative of Xuren Energy Corporation Hsu Ai Energy Co., Ltd. - Representative of Corporate Director Representative of Corporate Director, Tsaihsing Co., Ltd.

III. If the directors elected by the Company concurrently serve

in companies with the same or similar business items of

the Company, it shall be submitted to the general meeting of shareholders to approve the release of the new

directors from the restrictions on non-competition.

IV Proposal for determination.

Resolution: The voting results of this resolution are as follows:

Votes of attending shareholders when voting: 61,789,260 votes

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Voting results Percentage of voting
rights of attending
shareholders
56,788,037 approval votes
(including 17,648,744 91.90%
electronic votes)
47,650 disapproval votes
(including 47,650 electronic 0.07%
votes)
Votes waived/abstained:
4,953,573 votes
8.01%
(including 4,921,573 electronic
votes)
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The proposal was approved as proposed.

No questions raised by shareholders.

Extempore motion: None.

Seven. Session

There were no questions raised by shareholders for each proposal in the shareholders' meeting.

【 Appendix 1 】

Billion Electric Co., Ltd.

Year 2022 Business Report

First of all, all shareholders are appreciated for their support and encouragement for the Company in the past year, and the results of operations in 2022 and future company development strategy are hereby reported to all shareholders as follows:

I. Results of operations in 2022

(I) Business Policy and Implementation

Billion Electric Co., Ltd. focused on the net zero carbon emission and carbon neutrality of the world and the "2050 Net Zero Emission Pathway” issued by the Taiwan government in 2022, and is committed to developing ICT solutions green energy undertakings and generating new business performance based on the combination of electronics and network communication technologies, including:

Billion Watts' Energy Storage System Integration Service (SI) - a onestop-shop solution for design planning/construction and commissioning/operation and maintenance.
Billion Electric's self-owned energy storage project is participating in Taipower's AFC power trading platform - 7.1MW has been put into operation (3MW under construction to be completed for trading in 2023).
Localized Energy Storage Container Assembly Plant - providing energy storage products and foundry services.

The main product lines of Billion Electric Co., Ltd. include communications (routers, in-vehicle and industrial networking), power and energy management (custom power and energy storage foundry), and green energy business (energy storage and solar energy solutions and investment in solar power plants and energy storage stations).

Due to the growth potential of 5G FWA and to meet the demand of 5G IoT applications and 5G private network opportunities, Billion Electric Co., Ltd. launched its LTE terminal equipment (LTE Advanced Pro) in 2022, which can support connection speed up to 1200Mbps. In terms of 5G terminal equipment, the 5G Sub-6GHz ODU 8231 was launched in September 2022 and received FCC CBSD certification, making it the first 5G CBSD product in North America again. In Q4 of the same year, OnGo® was certified again and began working with North American cable operators by the end of 2022. In addition, the 5G mm

Wave high-speed transmission speed that can support 2.5 Gigabit Ethernet LAN interface has been tested in North America by wireless service providers.

In M2M engineering devices, the product positioning is based on intelligent vehicles and public safety, including intelligent buses, police vehicles, fire trucks and other applications. The new model supports M12 connector. A 5G NR router with M12 and FAKRA connectors has been launched for the European automotive market. With the special connector design, it can be installed correctly in any environment, and with the smart Ignition sense power detection function, it can ensures the proper operation of batteries. The business strategy for M2M products focuses on vertical markets with industrial Ethernet switches paired with 5G/LTE routers for in-vehicle, industrial control, and video security applications.

In the power and energy management business, we continue to focus on niche custom power products. As the demand for renewable energy with energy storage is increasing, we are using our local assembly plant to increase the applications of energy storage products. In particular, according to the latest energy ration announced by the Ministry of Economic Affairs for 2030, the proportion of green energy will be increased to 30%, while gas will remain at 50% and coal at 20%. In accordance with the policy goal of achieving the market share of 100% for electric vehicles by 2040, Billion Electric Co., Ltd. has started the layout of electrification of its transportation equipment and invested in GROWATT at the end of 2022, officially entering the ground-type PV 1500V converter market. It is expected that the Company will launch EV charging piles and home and commercial energy storage products constantly. At the same time, Billion Electric Co., Ltd. has signed cooperation agreement with Shift Clean Energy, a Canadian energy solution provider, for electric ship battery and PwrSwäp battery exchange technology, to assist the energy saving and emission reduction in the transportation industry in Taiwan.

For its subsidiary, Shengqi Green Energy, the Company has been optimizing the brand and project of professional solar transformers, and the new business groups established this year include: The THV SCADA monitoring system is introduced to SolarEdge's Korean battery brand Kokam and Saft, a subsidiary of Total Energies Group, to join Taipower's "Auxiliary Services and Spare Capacity Trading Pilot Platform". In future, the company will further provide professional after-sales operation and maintenance and bidding agency services in accordance with the “solar photovoltaic combined energy storage policy” of the Bureau of Energy, Ministry of Economic Affairs, be more devoted to the layout of overall service provider to implement the development policy “profession, neutrality, development and integration” and enhance the efforts and orientation

of overall services continuously, and expect to cultivate the market continuously, expand the market share and create more shareholder value.

Now, Shengqi Green Energy has four product projects, namely sale of professional inverters, development and introducing of the integrated monitoring system, and establishment of the energy storage system engineering, as well as establishment of the operation and maintenance and public works system.

The first project is the sale of professional inverters: The target project is the completion of the 77.52MWp ground-mounted project in Tainan's Qigu District in 2022. This is SolarEdge's largest single site project in the world, and this year, we have again won the second phase of the 13MWp Wushantou Reservoir bid using SolarEdge's solution.

The second project is the development and introduction of the integrated monitoring system: In addition to the extra-high voltage SCADA monitoring system, Pixel View officially passed the DREAMS software certification in January 2022, becoming the first company in Taiwan that has passed both hardware and software tests.

The third project is the establishment of the energy storage system: At present, Shengqi has signed contracts for 20 energy storage system integration projects, totaling 91.55MW, all of which are one-stop products and services. Shengqi focuses on the development and expansion of EMS software functions, deeply cultivates its own technologies to ensure the flexibility of one-stop management and customizable software services for most of the subsequent sites, and aims to expand the scale of energy storage installation in Taiwan by 50MW per year.

The fourth project is the establishment of the O&M and public works system. Shengqi has 7 employees with power trader licenses issued by Taipower and is qualified to bid for aggregators on behalf of customers. With 15 employees holding E&M and labor safety licenses and SolarEdge/Kokam original training certificates, the Company has set up direct engineering and public works service bases in Taipei, Yunlin, Nanzhi, and Longde to improve its after-sales technical service capabilities as a professional solar and energy storage equipment service provider.

(II) Business Plan Implementation Results

In 2022, the Company’s consolidated net revenue was NT$1,211,418,000, with a gross margin of 24.5%, and the net profit after tax per share was NT$0.41.

The Company's consolidated revenue for 2022 increased by $162,471,000 (15%) compared to 2021, mainly due to the increase in revenue of solar energy and energy storage product lines, which together accounted for NT$685,003,000 in 2022, an increase of NT$298,730,000 compared to 2021, representing a 77% growth rate. In 2022, solar energy and energy storage products were the growth drivers of the Company's business, accounting for 43% of revenue in the first quarter, which increased to 54% in the second quarter, 58% in the third quarter, and 65% in the fourth quarter.

(III) Analysis of Financial Income and Expenditure and Profitability

Analysis of the General Situation of Financial Income and Expenditure:

Unit: NT$1,000

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Item 2022 2021 Difference Differenc
e (%)
1,211,41 1,048,947
Net revenue 162,471 15%
8
Gross operating profit 297,204 322,066 (24,862) (8%)
Net operating profit 5,761 5,585 176 3%
Net profit of the unit
continuing in business in
the year 50,866 35,524 15,342 43%
Net profit of the year 50,866 35,524 15,342 43%
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2. Profitability Analysis

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Item 2022 2021
Ratio of liabilities to total assets
47.86 39.77
Financial (%)
structure Ratio of long-term funds to
316.14 302.02
property, plant and equipment (%)
Return on total assets (%) 2.00 1.63
Return on equity (%) 3.10 2.34
Profitability
Net margin (%) 4.20 3.39
Earnings (losses) per share (NT$) 0.41 0.28
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(IV) Research and Development Status

M2M product
LTE and 5G product
Niche power supply for industrial control, vehicle use and medical use

Renewable energy intelligent monitoring system software and hardware
Large-scale energy storage system and optical storage system
Integration system for electric vehicle charging pile
Establishment of energy storage center
Third-party information integration system provided by Web Service

II. Year 2023 Business Plan

(I) Business Policy
Continue to promote the Billion communication brand, improve advantages in the North America, layout business in Europe, deepen business in Asia and strive for 5G/4G communication market opportunities.
Establish relations with telecommunication operators and system integrators actively and strive for more M2M orders.
Meet the demand for customization of niche power supply products and continue to expand the LED Driver market.
Continuous establishment and sale of standard power adapter products.
Manufacture and sell energy storage products.
Go deeply into the solar market continuously and provide professional equipment and services for EPC and power plant investors.
Provide solutions for continuous energy storage and solar energy projects, and invest in solar power plants and energy storage power plants.
Provide professional integration and diversified energy solutions, including one-stop services for project construction, operation and maintenance.
(II) Important production and sales policy
Develop products with high added value and high gross margin to enhance the whole competitiveness.
Establish professional agency lines of renewable energy equipment, further seek the sale of AI monitoring equipment, energy storage equipment and other advanced equipment and meanwhile, strengthen the local design and manufacturing capacity in Taiwan.
Become the first energy service provider in Taiwan and the listed company with technologies and R&D as the core.
Focus on both the development of independent products and agency of other products to build the image as a multinational company in the world.
Assist the companies intending to reduce carbon emissions and meet ESG specifications to design and plan their zero carbon emission paths.

Develop into the one-stop renewable energy and service (Energy as a Service, EaaS) company in Asia, covering PV, energy storage and intelligent grid.

III. Future Development Strategies of the Company

Conduct the brand continuously and develop products with high added value and the 5G new communication market.
Continuously consolidate our advantages in solar power plants, converters, smart storage systems and maintenance, agency resource bidding, and asset management services.
Continue to enhance EMS energy management (E-dReg/PV storage integration/demand, peak cut, supplemental standby/charging piles).
Continuously grasp the source of development, contracting ability, and the ability of advanced product technology and project management, maintenance and warranty maintenance personnel competitive value.
Provide professional integrated and diversified energy solutions covering PV, energy storage, and smart grid.
Grasping the key strategic opportunity of the "2050 Net Zero Emission Pathway", we will develop products and services in the areas of power systems, energy storage, regional power grids, power resale, and AI analysis.

IV. Be affected by the external competitive environment, regulatory environment and overall business environment.

The government is vigorously promoting and forcing the installation of renewable energy equipment through legislation, it is expected that the installations of green energy and energy storage equipment in Taiwan will be increased greatly in future, and due to the urgent need for high quality products and services at the market, it is the best time to invest in the field, and Billion will grasp the opportunity to fully develop and invest in the green energy and energy storage field.

Chairman:

Manager: Accounting supervisor:

`【` Appendix 2 `】`

Billion Electric Co., Ltd.

Audit Committee's Review Report

The Board of Directors has prepared the Company's business report, financial statements (including consolidated financial statements), and the profit distribution proposal for 2022, in which the financial statements (including consolidated financial statements) have been audited by KPMG Taiwan as entrusted by the board of directors, with the audit report issued.

The above business statement, financial statements (including the consolidated financial statements), and profit distribution proposal have been verified by the Audit Committee and deemed as appropriate, and reported in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for approval.

Sincerely,

2023 Annual Shareholders’ Meeting of the Company

Billion Electric Co., Ltd. Chairman of the Audit Committee:

March 14, 2023

`【` Appendix 3 `】`

CPA's Audit Report

To: Board of Directors of Billion Electric Co., Ltd. For general public information:

Audit opinions

The Consolidated Balance Sheets of Billion Electric Co., Ltd. and its Subsidiaries (the Billion Group) as of December 31, 2022, and the Consolidated Income Statement, Consolidated Statement of Changes in Equity, Consolidated Cash Flow Statement, and the Notes to the Consolidated Financial Statements (including the Summary of significant accounting policies) for the period from January 1 to December 31, 2022 have been completely audited by the Certified Public Accountant.

In our opinion and the review report of other accountants, the Consolidated Financial Statements were prepared in all material aspects in accordance with the Standards for the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards and the International Accounting Standards, Interpretation and Standing Interpretations, approved and ratified by the Financial Supervisory Commission, which are sufficient to present the consolidated financial position of the Billion Group as at 31 December 2022 and the consolidated financial results and consolidated cash flows for the periods from 1 January to 31 December 2022.

Basis of Audit Opinions

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards . Our responsibilities under the aforementioned standards are further described in the Auditors' Responsibilities Section of this Audited Consolidated Financial Statements and Reports. The personnel from our Certified Public Accountant Firm who are subject to the independence norms have maintained their superior independence from the Billion Group in accordance with the ethical norms of the profession of Certified Public Accountant and have fulfilled the other responsibilities under the norms. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matters

The 2021 consolidated financial report of the Billion Group was audited by other accountants, and an unqualified opinion and report of other matters were issued on March 28, 2022.

Financial statements of certain subsidiaries that are included in the Billion Group's 2022 consolidated financial statements are not audited by us, but by other accountants. Therefore, our opinions on this consolidated financial statements that is related to the financial statements of the said subsidiaries are based on audit report issued by other accountants. The total assets of the said subsidiaries amounted to NT$83,286 thousand as of December 31, 2022, accounting for 2.52% of the total consolidated assets; the total net revenue amounted to NT$8,510 thousand as of December 31, 2022, accounting for 0.70% of the total consolidated net revenue.

An unqualified audit report and report for other matters have been issued by us and other accountants on the parent company only financial statements for the years 2022 and 2021 prepared by Billion Electric Co., Ltd., and is on file for reference.

Key Audit Matters

The key audit matters refers to the most important matters regarding the audit of the Consolidated Financial Statements of the Billion Group for the year of 2022 according to our professional judgment. These matters have been addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our audit opinion. As such, we do not express a separate opinion on these matters. The key audit matters of the Consolidated Financial Statements of Billion Group for the year of 2022 are as follows:

Authenticity of recognition of sales revenue from top ten new customer

For the accounting policies regarding the recognition of sales revenue, please refer to Note 4 (16) -- Income Recognition of the Consolidated Financial Statements; for disclosure of relevant information about sales revenue, please refer to Note 6 (26) -- Revenue from Contracts with Customers of the Consolidated Financial Statements.

Explanation of Key Audit Matters:

The principle source of income of Billion Group is income from sales of products. A portion of the income is derived from primary customers added in the current year, which has a significant impact on the overall financial statement and its main risk is whether the income actually occurs. Thus, we prioritize sales revenue in the audit of the financial statements.

How the matter was addressed in our audit:

Understand the aforementioned internal control of sales revenue for sales customers and evaluate and test the effectiveness of its design and execution.
Obtain the aforementioned list of sales customers and assess whether the relevant background, transaction amount and credit limit are reasonable for the size of the company.
Take a copy of sales invoice of the above sales customer as reference and select an appropriate sample, verify the external shipping documents, investigate the recipient, receivable condition and transaction condition, whether there are no significant abnormalities, to ensure the authenticity of the sales revenue.
The details of the income after the accounting period shall be checked for significant depreciation to confirm whether there are any significant abnormalities in revenue recognition.

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

The responsibility of Management is to prepare the Consolidated Financial Statements in accordance with the Financial Reporting Standards for Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, Interpretations and Standing Interpretations, as approved and ratified by the Financial Supervisory Commission, and to maintain necessary internal control in connection with the preparation of the Consolidated Financial Statements, to ensure that the Consolidated Financial Statements are free from material misrepresentation due to fraud or error.

During the preparation of the Consolidated Financial Statements, the Management has the responsibilities to assess the ability of Billion Group to continue operation, disclosing relevant matters and adopting a going concern basis of accounting, unless the Management intends to liquidate Billion Group or cease operations, or there is no practicable alternative save for liquidation or cease operation.

The governance bodies (including the Audit Committee) of the Billion Group are responsible in overseeing the process of the financial reporting.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

The purpose of our audit on the Consolidated Financial Statements is to obtain a reasonable assurance as to whether the Consolidated Financial Statements as a whole contain material misstatement resulted from fraud or error, and to provide an audit report. Reasonable assurance is high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted accounting standards (GAAP) will always detect a material misstatement when it exists. Misstatements could be resulted from fraud or error. The misstated amounts are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of the users of this Consolidated Financial Statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We have also executed the following tasks:

Identify and evaluate the risk of material misstatements due to fraud or error in the Consolidated Financial Statements; design and carry out appropriate countermeasures for the evaluated risks; obtain sufficient and appropriate audit evidence to provide a basis for our audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain the necessary understanding of the internal controls relevant to the audit to design appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of the Billion Group.
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and related disclosures made by management.
On the basis of the verified evidence obtained, it is concluded whether there is significant uncertainty as to the appropriateness of adopting a continuing operating accounting basis for management and the events or circumstances that may cause material doubt as to the ability of Billion Group to continue operating. If we reckon that material uncertainties exist in the events or conditions, we are obliged to include in our audit report, a reminder that draws the attention of users of the Consolidated Financial Statements to relevant disclosures contained therein, or to modify our audit opinion when such disclosures are considered inappropriate. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or circumstances may cause Billion Group to no longer be able to continue operating.
Evaluate the overall presentation, structure and content of the Consolidated Financial Statements (including relevant notes), and its fair representation of the underlying transactions and events.
Obtain sufficient and appropriate verification evidence of the financial information of the group's constituent entities to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit and the preparation of an audit opinion on the Billion Group.

We communicate with the governing body regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identified during our audit).

We also provide the governing body with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of Billion Group for the year 2022. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

KPMG

CPAs:

Taiwan Financial Certificate (6) Competent authority No. 0930106739 : approval Jin-Guan-Zheng-Shen-Zi No. number 1040003949 March 14, 2023

Billion Electric Co. Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2022 and 2021

Unit: Thousands NTD

December 31, 2022 Amount % $ 578,738 18 32,391 1 79,559 2 7,576 - 7,601 - 137,234 4 13,618 - 160 - 326,343 10 57,332 2 382897 12	December 31, 2022 Amount % $ 578,738 18 32,391 1 79,559 2 7,576 - 7,601 - 137,234 4 13,618 - 160 - 326,343 10 57,332 2 382897 12	December 31,	December 31, 2022 Amount % $ 262,619 8 538,209 16 6,176 - 1,166 - 89,755 3 88,097 3 17,036 1 9,585 - 18,186 1 30,152 1 10,917 -	December 31, 2022 Amount % $ 262,619 8 538,209 16 6,176 - 1,166 - 89,755 3 88,097 3 17,036 1 9,585 - 18,186 1 30,152 1 10,917 -	December 31, 2021	December 31, 2021
Amount $ 578,738 32,391 79,559 7,576 7,601 137,234 13,618 160 326,343 57,332 382897		Amount 618,117 102,330 18,006 - 4,239 154,162 11,347 379 401,471 33,801 16818	Amount $ 262,619 538,209 6,176 1,166 89,755 88,097 17,036 9,585 18,186 30,152 10,917		Amount 327,360 169,133 - 72 207,570 81,218 24,493 9,426 6,955 8,841 4,614	%
						13 7 - - 8 3 1 1 - - -
, 1623449	49	, 1360670	1,071,898	33	839,682	33
,, 3,797 439,902 27,040 706,814 392,999 60,680 6,177 14,932 30651	- 13 1 22 12 2 - - 1	,, 3,797 463,265 - 578,560 67,059 61,009 636 16,292 35733	86,175 30,532 376,607 16,640 707	2 1 11 1 -	78,356 28,246 59,943 21,821 734	3 1 2 1 -
			510,661	15	189,100	7
			1,582,559	48	1,028,782	40
			996,973 1,205	30 -	988,563 -	38 -
, 1,682,992	51	, 1,226,351	998,178	30	988,563	38
			308,439	9	301,289	12
			215,979 75,152 47,216	7 2 1	213,373 55,830 26,057	8 2 1
			338,347	10	295,260	11
			(6,080) (41,492)	- (1)	(24,358) (41,492)	(1) (1)
			(25,913)	(1)	(23,017)	(1)
			1,571,479 152,403	47 5	1,496,245 61,994	58 2
			1,723,882	52	1,558,239	60
			$ 3,306,441	100	2,587,021	100
$ 3,306,441	100	2,587,021

(Please refer to the notes attached to this financial statement.)

Chairman: Zhong-Ting Chen

Manager: Hong-Zheng Chen

Accounting Supervisor: Ying-Hui Su

Billion Electric Co. Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

January 1 to December 31, 2022 and 2021

Unit: Thousands NTD

2022	% 100 75	2021	% 100 70
Amount $ 1,211,418 914,214		Amount 1,048,947 726,881
297,204	25	322,066	30
78,754 141,463 86,540 1,425	7 12 7 -	80,922 147,155 92,872 (4,336)	8 14 9 (1)
308,182	26	316,613	30
16,739	1	132	-
5,761	-	5,585	-
7,416 14,994 48,451 (9,961) 8	1 1 4 (1) -	5,948 24,182 46,727 (6,977) (507)	1 2 5 (1) -
60,908	5	69,373	7
66,669 15,803	5 1	74,958 39,434	7 4
50,866	4	35,524	3
3,978 796	- -	1,613 323	- -
3,182	-	1,290	-
24,895 - 4,570	2 - -	41,339 1,112 8,115	4 - -
20,325	2	34,336	4
23,507	2	35,626	4
$ 74,373	6	71,150	7
$ 39,905 10,961	3 1	27,004 8,520	2 1
$ 50,866	4	35,524	3
$ 61,365 13,008	5 1	62,899 8,251	6 1
$ 74,373	6	71,150	7
$	0.41		0.28
$	0.40		0.27

(Please refer to the notes attached to this financial statement.)

Chairman: Zhong-Ting Chen Manager: Hong-Zheng Chen Accounting Supervisor: Ying-Hui Su

Unit: Thousands NTD

Billion Electric Co. Ltd. and Subsidiaries

Consolidated Statements of Changes in Equity January 1 to December 31, 2022 and 2021

Share capital	Share capital		Equity attributable to owners of theparent company	Equity attributable to owners of theparent company	Equity attributable to owners of theparent company	Equity attributable to owners of theparent company	Equity attributable to owners of theparent company	Equity attributable to owners of theparent company			Non- controlling interest	Total equity
		Capital surplus		Retained earnings			Other equity items		Treasury shares	Total equity attributable to owners of the Company
							Exchange differences on translating the financial statements of foreign operations	Unrealized gain (loss) on financial assets measured at fair value through other comprehensive income
Ordinary shares capital	Advance receipts for ordinary shares		Legal surplus reserve	Special surplus reserves	Unappropriated earnings	Total
$ 988,563	-	295,873	212,882	51,407	4,915	269,204	(58,963)	(41,492)	(2,145)	1,451,040	31,980	1,483,020
- -	- -	- -	- -	- -	27,004 1,290	27,004 1,290	- 34,605	- -	- -	27,004 35,895	8,520 (269)	35,524 35,626
-	-	-	-	-	28,294	28,294	34,605	-	-	62,899	8,251	71,150
- - - - - -	- - - - - -	- - - - 5,416 -	491 - - - - -	- 4,423 - - - -	(491) (4,423) - (2,238) - -	- - - (2,238) - -	- - - - - -	- - - - - -	- - (39,169) - 18,297 -	- - (39,169) (2,238) 23,713 - 1,496,245	- - - 21,948 1,727 (1,912)	- - (39,169) 19,710 25,440 (1,912)
988,563	-	301,289	213,373	55,830	26,057	295,260	(24,358)	(41,492)	(23,017)		61,994	1,558,239
- -	- -	- -	- -	- -	39,905 3,182	39,905 3,182	- 18,278	- -	- -	39,905 21,460	10,961 2,047	50,866 23,507
-	-	-	-	-	43,087	43,087	18,278	-	-	61,365	13,008	74,373
- - - - - - 8,410 -	- - - - - - 1,205 -	- - 32 - 47 2,223 4,848 -	2,606 - - - - - - -	- 19,322 - - - - - -	(2,606) (19,322) - - - - - -	- - - - - - - -	- - - - - - - -	- - - - - - - -	- - - (3,181) - - 285 -	- - 32 (3,181) 47 2,223 14,748 - 1,571,479	- - - - 213 48,725 1,401 27,062	- - 32 (3,181) 260 50,948 16,149 27,062
$ 996,973	1,205	308,439	215,979	75,152	47,216	338,347	(6,080)	(41,492)	(25,913)		152,403	1,723,882

(Please refer to the notes attached to this financial statement.)

Chairman: Zhong-Ting Chen

Manager: Hong-Zheng Chen

Accounting Supervisor: Ying-Hui Su

Billion Electric Co. Ltd. and Subsidiaries Consolidated Statements of Cash Flows

January 1 to December 31, 2022 and 2021

Unit: Thousands NTD

Cash flows from operating activities: Net profit before tax for the year Adjustments: Adjustments to reconcile profit and loss Depreciation expenses Amortization expenses Expected credit impairment loss (reversal gain) Net loss (gain) on financial assets and liabilities measured at fair value through profit or loss Interest expenses Interest income Dividend income Remuneration cost for share-based payment Property, plant, and equipment transferred to expenses Share of (profit) loss of subsidiaries and associates recognized under equity method Gains from disposal of property, plant and equipment Net profit from disposal of investment Loss from modification of lease contracts unrealized gain on foreign currency exchange Total adjustments to reconcile profit and loss Net changes related to operating assets/liabilities: Financial assets at fair value through profit or loss Contract assets Notes receivable Accounts receivable Other receivables Inventories Other current assets Contract performance costs Contract liabilities - current Notes payable Accounts payables Accounts payables - related parties Other payables Other current liabilities Net defined benefit liabilities Adjustments:	2022	2021 74,958
	$ 66,669
	40,261 1,132 1,425 20,172 9,961 (7,416) (2,375) (12,673) 75 (8) (16,895) (22,166) 156 (6,327)	31,378 959 (4,336) (2,632) 6,977 (5,948) (2,319) 16,529 - 507 (132) (63,404) - (2,246)
	5,322	(24,667)
	51,196 (7,576) (3,362) 23,731 (5,971) 103,209 (19,751) (366,079) 360,196 1,094 (121,182) - 8,317 6,272 (1,203)	(25,783) - 19,912 (59,595) (91) (135,976) (23,892) (14,602) 142,239 (52) 116,529 (11,732) 3,179 (9,842) 33
	34,213	(24,340)

(Please refer to the notes attached to this financial statement.) Chairman: Manager: Accounting Supervisor: YingZhong-Ting Chen Hong-Zheng Chen Hui Su

Cash inflow from operating activities Interests received Interests paid Income tax paid Net cash inflow from operating activities Cash flows from investing activities: Acquisition of financial assets at amortized cost Acquisition of investments using the equity method Disposal of subsidiaries Acquisition of properties, plants and equipments Disposal of properties, plants and equipments Increase in other receivables Decrease in other receivables Acquisition of intangible assets Cash inflow from merger Increase in other non-current assets Dividends received Net cash (outflow) inflow from investment activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term loans Increase in short-term promissory notes payable Proceeds from long-term borrowings Repayment of long-term borrowings Decrease in guarantee deposits received Employee stock options exercised cost of repurchase treasury shares treasury shares acquired by employees Disposal of of equity of subsidiaries (no loss of control over the subsidiaries) Repayment of the lease principal amount Changes in non-controlling interests Net cash inflow (outflow) from financing activities Effect of exchange rate changes on cash and cash equivalents Decrease in cash and cash equivalents for the period Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year	2022	2021
	$ 100,882 5,556 (10,054) (27,562)	50,618 6,405 (7,014) (31,485)
	68,822	18,524
	(38,190) (27,000) 23,297 (181,125) 83,582 - 5,575 (5,496) 24,964 (18,277) 2,375	(25,035) - 84,524 (39,249) 655 (7,199) 8,000 (148) - (14,582) 2,319
	(130,295)	9,285
	- (64,741) 6,200 92,885 (71,988) (27) 12,115 (3,181) 285 260 (9,355) 51,089	13,360 - - 1,000 (36,632) (112) - (39,169) 18,297 - (8,401) 17,798
	13,542	(33,859)
	8,552 (39,379) 618,117	(1,103) (7,153) 625,270
	$ 578,738	618,117

(Please refer to the notes attached to this financial statement.)

Chairman: Zhong-Ting Chen

Manager: Hong-Zheng Chen

Accounting Supervisor: YingHui Su

CPA's Audit Report

To: Board of Directors of Billion Electric Co., Ltd. For general public information:

Audit opinions

We have audited the accompanying parent company only balance sheets of Billion Electric Co., Ltd. as at December 31, 2021 and 2021, as well as the parent company only comprehensive income statements, parent company only statement of changes in equity, parent company only statement of cash flows, and notes to parent company only financial statements (including the summary of significant accounting policies) of for the periods from January 1 to December 31, 2022 and 2021.

In our opinion and the review report of other accountants, the parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material respects, and are sufficient to express the financial position of Billion Electric Co., Ltd. as at December 31, 2022 and 2021, as well as the parent company's financial performance and cash flow for the periods from January 1 to December 31, 2022 and 2021.

Basis of Audit Opinions

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards . Our responsibilities under those standards are further described in the Accountant's Responsibilities for the Audit of the Parent Company Only Financial Statements section of this report. We are independent of Billion Electric Co., Ltd. in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matters

The 2021 parent company only financial statements of Billion Electric Co., Ltd. was audited by other accountants, and an unqualified opinion was issued on March 28, 2022.

Financial statements of certain subsidiaries accounted for using under equity method that are included in the 2022 parent company only financial statements are not audited by us, but by other accountants. Therefore, our opinions on this parent company only financial statements that is related to the financial statements of the said subsidiaries are based on audit report issued by other accountants. The investment accounted for using equity method amounted to NT$53,097 thousand as of December 31, 2022, accounting for 2.55% of total assets; the share of income of subsidiaries and associates recognized under the equity method amounted to NT$40 thousand as of December 31, 2022, accounting for 0.09% of the net profit before tax.

Key Audit Matters

The key audit matters refers to the most important matters regarding the audit of the parent company only financial statements of Billion Electric Co., Ltd. for the year of 2022 according to our professional judgment. These matters have been addressed in the context of our audit of the Parent Company Only Financial Statements as a whole, and and in forming our audit opinion. As such, we do not express a separate opinion on these matters. The key audit matters of the Consolidated Financial Statements of Billion Group for the year of 2022 are as follows:

Income from sales and income from sales of subsidiaries accounted for using the equity method

For the accounting policies regarding the recognition of sales revenue, please refer to Note 4 (16) -- Income Recognition of the parent company only financial statements; for disclosure of relevant information about sales revenue, please refer to Note 6 (25) -- Revenue from Contracts with Customers of the parent company only financial statements.

Explanation of Key Audit Matters:

The principle source of income of Billion Electric Co., Ltd. and its subsidiaries accounted for using the equity method is income from sales of products. A portion of the income is derived from primary customers added in the current year, which has a significant impact on the overall financial statement and its main risk is whether the income actually occurs. Thus, we prioritize sales revenue in the audit of the financial statements.

How the matter was addressed in our audit:

Understand the aforementioned internal control of sales revenue for sales customers and evaluate and test the effectiveness of its design and execution.
Obtain the aforementioned list of sales customers and assess whether the relevant background, transaction amount and credit limit are reasonable for the size of the company.
Take a copy of sales invoice of the above sales customer as reference and select an appropriate sample, verify the external shipping documents, investigate the recipient, receivable condition and transaction condition, whether there are no significant abnormalities, to ensure the authenticity of the sales revenue.
The details of the income after the accounting period shall be checked for significant depreciation to confirm whether there are any significant abnormalities in revenue recognition.

Responsibilities of management and governing body for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the accounting reports in accordance with “Regulations of Financial Treatment of Industrial and Commercial Groups” promulgated by Ministry of the Interior and Enterprise Accounting Standards and its interpretations, and for maintenance of necessary internal control in the preparation of the Parent Company Only Financial Statements, so as to ensure that the Parent Company Only Financial Statements are free from material misstatements, whether due to fraud or error.

In preparing the accounting reports, management is responsible for assessing Billion Electric Co., Ltd.'s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Billion Electric Co., Ltd. or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the audit committee) of Billion Electric Co., Ltd. are responsible for supervising the financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

The purpose of our audit on the Parent Company Only Financial Statements is to obtain reasonable assurance as to whether the Parent Company Only Financial Statements as a whole contain material misstatement due to fraud or error, and to provide an audit report. Reasonable assurance is high level of assurance, but is not a guarantee that an audit conducted in accordance with the Generally Accepted Auditing Standards (GAAS) will always detect a material misstatement when it exists. Misstatements could be resulted from fraud or error. The misstated amounts are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Parent Company Only Financial Statements.

Identified and evaluated the risk of material misstatements due to fraud or error in the Parent Company Only Financial Statements; designed and carried out appropriate countermeasures for the evaluated risks; obtained sufficient and appropriate evidence to provide a basis for our audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain the necessary understanding of the internal controls involved in the audit to design an appropriate audit procedure under the circumstances, except that the purpose is not to express an opinion on the effectiveness of the internal controls of Billion Electric Co., Ltd.
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and related disclosures made by management.
On the basis of the verification evidence obtained, it is concluded whether there is significant uncertainty about the appropriateness of the continuing operations accounting basis adopted by the management and the events or circumstances that may cause significant doubt about the ability of Billion Electric Co., Ltd. to continue its operations. If we reckon that material uncertainties exist in the events or conditions, we are obliged to include in our audit report a reminder that draws the attention of users of the Parent Company Only Financial Statements to relevant disclosures contained therein, or to modify our audit opinion when such disclosures are considered inappropriate. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or circumstances may cause Billion Electric Co., Ltd. to no longer be able to continue operating.
Evaluated the overall presentation, structure and content of the Parent Company Only Financial Statements (including relevant notes), and whether it adequately represents the underlying transactions and events.
Obtain sufficient and appropriate verification evidence of the financial information of subsidiaries accounted for using the equity method to express an opinion on the parent company only financial statements.. We are responsible for directing, overseeing, and executing the audit of and forming the audit opinion on Billion Electric Co., Ltd.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of Billion Electric Co., Ltd. for the year 2022. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

KPMG

CPAs:

Taiwan Financial Certificate (6) Competent authority No. 0930106739 : approval Jin-Guan-Zheng-Shen-Zi No. number 1040003949 March 14, 2023

Unit: Thousands NTD

Billion Electric Co., Ltd. Balance Sheets December 31, 2022 and 2021

December 31, 2022 Amount % $ 149,111 7 25,645 1 61,460 3 955 - 31,418 2 17,804 1 12,008 - 20,132 1 160 - 139,807 7 24,335 1 55,704 3 538,539 26 3,797 - 437,152 21 581,285 28 371,866 18 50,515 2 60,680 3 535 - 14,690 1 23,128 1 1,543,648 74 $ 2,082,187 100	December 31, 2022 Amount % $ 149,111 7 25,645 1 61,460 3 955 - 31,418 2 17,804 1 12,008 - 20,132 1 160 - 139,807 7 24,335 1 55,704 3 538,539 26 3,797 - 437,152 21 581,285 28 371,866 18 50,515 2 60,680 3 535 - 14,690 1 23,128 1 1,543,648 74 $ 2,082,187 100	December 2021	December 31, 2022 Amount % $ 217,000 10 23,613 1 32,336 2 35,975 2 1,238 - 2,554 - 9,585 1 5,783 - 23,483 1 10,671 1 362,238 18 56,641 3 29,777 1 44,929 2 16,640 1 483 - 148,470 7 510,708 25 996,973 48 1,205 - 308,439 15 215,979 10 75,152 3 47,216 2 338,347 15 (6,080) - (41,492) (2) (25,913) (1) 1,571,479 75 $ 2,082,187 100	December 31, 2022 Amount % $ 217,000 10 23,613 1 32,336 2 35,975 2 1,238 - 2,554 - 9,585 1 5,783 - 23,483 1 10,671 1 362,238 18 56,641 3 29,777 1 44,929 2 16,640 1 483 - 148,470 7 510,708 25 996,973 48 1,205 - 308,439 15 215,979 10 75,152 3 47,216 2 338,347 15 (6,080) - (41,492) (2) (25,913) (1) 1,571,479 75 $ 2,082,187 100	December 2021	31, % 14 1 4 2 - 1 1 - - -
Amount $ 149,111 25,645 61,460 955 31,418 17,804 12,008 20,132 160 139,807 24,335 55,704		Amount 296,296 85,002 3,700 46 27,441 114,389 10,837 42 379 164,773 23,835 -	Amount $ 217,000 23,613 32,336 35,975 1,238 2,554 9,585 5,783 23,483 10,671		Amount 299,000 28,340 86,029 38,173 - 9,414 9,426 5,443 4,657 4,425
			362,238	18	484,907	23
			56,641 29,777 44,929 16,640 483	3 1 2 1 -	55,187 28,246 52,225 21,821 533	3 1 2 1 -
538,539	26	726,740
3,797 437,152 581,285 371,866 50,515 60,680 535 14,690 23,128	- 21 28 18 2 3 - 1 1	3,797 393,710 457,804 393,600 57,957 61,009 455 16,199 27,893
			148,470	7	158,012	7
			510,708	25	642,919	30
			996,973 1,205 308,439	48 - 15	988,563 - 301,289	46 - 14
			215,979 75,152 47,216	10 3 2	213,373 55,830 26,057	10 3 1
1,543,648	74	1,412,424
			338,347	15	295,260	14
			(6,080) (41,492)	- (2)	(24,358) (41,492)	(1) (2)
			(25,913)	(1)	(23,017)	(1)
$ 2,082,187	100	2,139,164
			1,571,479	75	1,496,245	70
			$ 2,082,187	100	2,139,164	100

(Please refer to the notes attached to this financial statement.)

Chairman: Zhong-Ting Chen

Manager: Hong-Zheng Chen

Accounting Supervisor: Ying-Hui Su

Billion Electric Co., Ltd. Comprehensive Income Statements January 1 to December 31, 2022 and 2021

Unit: Thousands NTD

2022	% 100 81	2021	% 100 80
Amount $ 480,746 388,801		Amount 578,699 461,819
91,945	19	116,880	20
23,229 19,094	5 4	18,954 17,586	3 3
87,810	18	115,512	20
39,979 45,353 76,814 -	8 10 16 -	57,143 40,456 86,068 (5,000)	10 7 15 (1)
162,146	34	178,667	31
16,739	4	105	-
(57,597)	(12)	(63,050)	(11)
5,886 18,108 70,471 (7,250) 14,795	1 4 15 (2) 3	3,709 19,418 56,210 (5,917) 35,094	1 3 10 (1) 6
102,010	21	108,514	19
44,413 4,508	9 1	45,464 18,460	8 3
39,905	8	27,004	5
3,978 796	1 -	1,613 323	- -
3,182	1	1,290	-
22,848 4,570	5 1	42,720 8,115	7 1
18,278	4	34,605	6
21,460	5	35,895	6
$ 61,365	13	62,899	11
$	0.41		0.28
$	0.40		0.27

(Please refer to the notes attached to this financial statement.)

Chairman: Zhong-Ting Chen Manager: Hong-Zheng Chen

Accounting Supervisor: Ying-Hui Su

Billion Ele

Ordinary shares capital	Advance receipts for ordinary shares	Capital surplus
$ 988,563	-	295,873
- -	- -	- -
-	-	-
- - - - -	- - - - -	- - - - 5,416
988,563	-	301,289
- -	- -	- -
-	-	-
- - - - - - 8,410	- - - - - - 1,205	- - 32 - 47 2,223 4,848
$ 996,973	1,205	308,439

Chairman: Zhong-Ting Chen

Billion Electric Co., Ltd.

Statements of Cash Flows

January 1 to December 31, 2022 and 2021

Unit: Thousands NTD

Cash flows from operating activities: Net profit before tax for the year Adjustments: Adjustments to reconcile profit and loss Depreciation expenses amortization expense Reversal gain on expected credit impairment Net loss (gain) on financial assets and liabilities measured at fair value through profit or loss Interest expenses Interest income Dividend income Remuneration cost for share-based payment Share of profit of subsidiaries and associates recognized under equity method Gains from disposal of property, plant and equipment Disposal of investment income using the equity method Loss from modification of lease contracts unrealized gain on sale of goods Realized sales profit unrealized gain on foreign currency exchange Total adjustments to reconcile profit and loss Net changes related to operating assets/liabilities: Financial assets at fair value through profit or loss Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Other receivables from related parties Inventories Other current assets Contract performance costs Contract liabilities - current Accounts payables Accounts payables - related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities Adjustments:	2022 $ 44,413	2021
		45,464
	21,529 507 - 16,393 7,250 (5,886) (2,287) 1,911 (14,795) (16,895) (22,166) 156 23,229 (18,597) (6,787)	20,079 655 (5,000) (842) 5,917 (3,709) (2,273) 5,358 (35,094) (105) (63,404) - 18,954 (17,586) (4,354)
	(16,438)	(81,404)
	42,964 (909) (4,573) 97,045 (5,414) (62) 24,966 (500) (55,704) (4,727) (53,869) - (4,542) 1,238 6,246 (1,203)	(18,123) (24) 22,744 (14,953) (2,541) 15,678 (17,036) (16,498) - 19,605 29,223 (13,075) (1,922) - 10,579 33
	24,518	(67,714)

(Please refer to the notes attached to this financial statement.)

Chairman: Zhong-Ting Chen

Manager: Accounting Supervisor: YingHong-Zheng Chen Hui Su

Cash inflow (outflow) from operating activities Interests received Interests paid Income tax paid Net cash inflow (outflow) from operating activities Cash flows from investing activities: Acquisition of financial assets at amortized cost Disposal of financial assets measured at amortized cost Acquisition of investments using the equity method Disposal of subsidiaries Acquisition of properties, plants and equipments Disposal of properties, plants and equipments Increase in other receivables Decrease in other receivables Increase in other receivables - related parties Acquisition of intangible assets Increase in other non-current assets Dividends received Net cash (outflow) inflow from investment activities Cash flows from financing activities: Decrease in short-term loans Proceeds from long-term borrowings Repayment of long-term borrowings Decrease in guarantee deposits received Employee stock options exercised cost of repurchase treasury shares treasury shares acquired by employees Acquisition of equity of subsidiaries Disposal of of equity of subsidiaries (no loss of control over the subsidiaries) Repayment of the lease principal amount Net cash inflow (outflow) from financing activities Effect of exchange rate changes on cash and cash equivalents (Decrease) increase in cash and cash equivalents for the period Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year	2022	2021
	$ 68,931 4,524 (7,311) (13,475)	(22,250) 3,851 (5,978) (17,047)
	52,669	(41,424)
	(101,202) - (27,000) 23,452 (43,409) 83,582 - 5,575 (20,000) (587) (9,151) 11,603	- 48,497 (4,600) 267,426 (31,513) 105 (6,689) 8,000 (42) (146) (8,897) 13,183
	(77,137)	285,324
	(82,000) 87,925 (67,645) (50) 12,115 (3,181) 285 (71,593) 260 (6,158)	(15,000) 1,000 (4,594) (111) - (39,169) 18,297 (119,000) - (6,443)
	(130,042)	(165,020)
	7,325 (147,185) 296,296	2,477 81,357 214,939
	$ 149,111	296,296

(Please refer to the notes attached to this financial statement.)

Chairman: Manager: Zhong-Ting Chen Hong-Zheng Chen

Accounting Supervisor: Ying-Hui Su

【 Appendix 4 】

Billion Electric Co., Ltd.

Evaluation Opinion on the Reasonableness and Necessity

of the Private Placement of Ordinary Shares

Yuanta Securities Co., Ltd. (hereinafter referred to as Yuanta or the Company) has been engaged by Billion Electric Co., Ltd. (hereinafter referred to as Billion or the Company) to render an opinion on the necessity and reasonableness of the private placement of Billion's ordinary shares, and this opinion is intended solely for the consideration of the Board of Directors or shareholders of the Company or for reporting to the competent authorities, and shall not be cited, circulated, referenced, or referred to in whole or in part for any other purpose.

This opinion is based on the evaluation date of March 30, 2023. The evaluation process is based on the information and data provided by Billion and the financial reports of Billion obtained from the Market Observation Post System. Therefore, if the contents of the aforementioned information change with time, it will affect the validity of this opinion. Although every effort has been made to ensure the accuracy of this opinion, it is based on the aforementioned information and therefore no opinion is expressed as to the reasonableness and correctness of such information, and the Company shall not be liable for any falsification or concealment of such information.

I. Background of the Project

Founded on March 26, 1973, Billion is engaged in the development and manufacture of ICT solutions, network communication equipment and Internet access devices, as well as businesses related to brand sales based on its electronic and network communication technologies. On March 18, 2022, Billion's board of directors resolved to conduct a private placement of ordinary shares within the quota of not more than 15,000,000 shares at a price not less than 80% of the reference price, and authorized the Board of Directors to execute the private placement within one year from the date of the resolution in the same year (2022), and on March 14, 2023, the Board of Directors approved the private placement of ordianry shares. In accordance with Article 43-6 of the Securities and Exchange Act and Article 6 of the Cautionary Notes on Private Placement of Marketable Securities by Listed Companies: If the Board of Directors resolves to enter into a private placement within one year prior to the date of the private placement, or if the introduction of a strategic investor into the private

placement will result in a significant change in operating power, an evaluation opinion on the necessity and reasonableness of the private placement should be obtained from a securities underwriter.

Within one year before the Board of Directors' meeting approving the private placement of Billion's ordinary shares on March 18, 2022, the shareholders' meeting on August 20, 2021 approved the increase of the number of directors from seven to nine and the resignation of two directors - Hsu-Feng Cheng (Vice President of Billion) and ShengTai Wen (Independent Director), and there are four new directors - Kun-Chin Tsai and Hung-Cheng Chen (General Manager of Billion), Chang-Hua Lin and Kuo-Hui Ning (Independent Directors), and the director Sheng-Hsien Weng (Representative legal person: Junwang Investment Co., Ltd.) resigned on March 7, 2022. The cumulative change in the number of directors is five out of nine, meeting the standard of changing one-third of the directors. The Company indicated that the reason for the change was the retirement of the former two directors and the addition of two new directors to enhance corporate governance and Board of Directors' operational efficiency, and that the replacement or new directors were the company's president, university professors, retired senior executives from competent authorities and industry professionals with expertise in product technology, which should be a routine re-election of directors.

On March 14, 2023, the Board of Directors approved a private placement of 15,000,000 shares of Sino-American Silicon Products Inc. (hereinafter referred to as SASP), representing approximately 13.08% of Billion's paid-in capital after the private placement, and it is expected that a by-election of directors will be held at the 2023 Annual Shareholders’ Meeting, which should not result in any significant change in the Company's operating power.

Since the number of directors changed by one-third within one year prior to March 18, 2022, in accordance with the "Cautionary Notes on Private Placement of Marketable Securities by Listed Companies", a securities underwriter was appointed to issue an opinion on the necessity and reasonableness of the private placement of securities by Billion, and the relevant evaluation is described below.

II. Financial information of Billion in the past 4 years

Unit: NT$1,000

Profit and loss statement	2022/12/30	2021/12/30	2020/12/31	2019/12/31
Net revenue	1,211,418	1,048,947	849,824	623,090
Gross operating profit	297,204	322,066	329,390	213,859
Operating gains	5,761	5,585	39,479	(35,784)
Non-operating revenue and benefit	70,869	76,857	22,707	30,799
Non-operating expenses and loss	(9,961)	(7,484)	(24,530)	(39,285)
Profit before income tax	66,669	74,958	37,656	(44,270)

Loss and income for this period	50,866	35,524	34,861	(17,171)
Earnings per share (NT$)	0.41	0.28	0.32	(0.18)
Balance Sheet	2022/12/30	2021/12/30	2020/12/31	2019/12/31
Cash and cash equivalents	578,738	618,117	625,270	750,862
Current assets	1,623,449	1,360,670	1,196,845	1,223,458
Property, Plant and Equipment	706,814	578,560	558,836	556,899
Total assets	3,306,441	2,587,021	2,448,657	2,158,842
Current Liabilities	1,071,898	839,682	760,943	383,160
Non-current liabilities	510,661	189,100	204,694	309,516
Total liabilities	1,582,559	1,028,782	965,637	692,676
Ordinary share capital	996,973	988,563	988,563	988,563
Capital surplus	308,439	301,289	295,873	294,560
Total equity of shareholders	1,723,882	1,558,239	1,483,020	1,466,166
Net value per share (NT$)	15.93	15.30	14.69	14.52

III. Evaluation on the Necessity of the Private Placement of Ordinary Shares

In response to the global trend of net zero emission and carbon neutrality, and the "2050 Net Zero Emission Pathway" released by the Taiwan government - with 12 key strategies for wind power, PV, hydrogen energy, power systems and energy storage to achieve the transformation goals - Billion has the following key positions in the green energy business:

Solar grid monitoring: In 2017, we invested in Shengqi Green Energy, and since then, we have successfully connected nearly 1,300 solar power stations to the grid.
Establishment of energy storage facilities: In 2021, Billion Electric Group formally moved from PV industry to energy storage industry, providing a onestop service for the construction of energy storage facilities, including: Site development, design and planning, equipment procurement, project construction, system integration, maintenance and warranty, tender agency, and investment ownership.
Motorization of transportation vehicles: At the end of 2022, Billion and Shift Clean Energy, a Canadian energy solution provider, signed a cooperation agreement on battery and PwrSwäp battery exchange technology for electric ships, expanding the influence of the marine and shipping industry in Taiwan, Asia and other regions, with the hope of helping Taiwan's transportation industry move towards energy saving and carbon reduction.
Other energy products: At the end of 2022, we invested in GROWATT to hold 51% of its shares, officially entering the terrestrial photovoltaic 1500V converter market. In 2023, we will launch AC/DC electric vehicle charging piles,

and home and commercial energy storage products.

The energy market is changing rapidly and attracting many companies to invest in it. Billion has the advantage of being the first mover with years of experience in communications and power supply, and has a proven track record in solar photovoltaic and energy storage facilities. However, in the face of fierce competition, in order to continue to lead the industry, we plan to expand our vertical integration and market investment in the energy industry in order to enter new markets such as electric vehicle charging stations and the electrification of land and sea transportation, and to gain a deeper and more solid competitive edge. We need the support from our strategic partners in terms of technology, customers and industry experience.

Through the private placement, Billion introduced SASP as the subscriber to expand its vertical integration in the energy industry, enhance the benefits of product development and integration, and bring in long term capital. In addition to obtaining sufficient funds to support the development of the company and to improve its financial structure and reduce its dependence on bank loans, Billion can also use the funds to strengthen the technology, business or key materials required for its operation and to enhance its competitiveness. Therefore, there is a need for Billion to carry out this private placement of common shares.

IV. Evaluation on the Reasonableness of the Private Placement of Ordinary Shares

The Company's private placement plan is mainly for the development of strategic alliances, the replenishment of working capital, the repayment of bank loans and other capital needs for the Company's future development, is as to enhance the Company's competitiveness and improve its scale of operation and profitability.

SASP has vertically integrated in the solar industry chain, extending its business from a pure material provider to a PV sites and O&M services. In recent years, we have expanded our clean energy business by entering the field of green power development and sales, and have become a provider of green energy solutions. Its invested entities has covered clean energy and semiconductors. In addition to profitability and technology, Lianqi Technology, in which it has invested in 5.54% of its shares, has also become a potential player in the deployment of smart grid and energy Internet of Things platform.

SASP has invested NT$529.8 million to subscribe for the entire private equity shares in Billion, and the two companies expect to cooperate in the development of energy storage equipment for renewable energy generation to achieve the policy goals of 5.5GW of energy storage capacity in Taiwan by 2030, 100% of electric vehicle sales by 2040, and over 60% of renewable energy generation by 2050. The main

considerations behind this strategic cooperation are as follows:

Billion has its own information and communication technologies in the existing optoelectronic and energy storage fields, and has been developing new process products and expanding its energy customer base in recent years, resulting in stable revenue and profit growth. In this way, SASP can further expand into the fields of energy storage, micro grid integration plants and transportation equipment electrification, transforming from Energy Provider to Energy Solution Provider and deepening its layout in the green energy industry.

In recent years, Billion has been aggressively pursuing the development of land and sea charging and battery switching equipment for the electrification of transportation vehicles. This development direction is complementary to SASP's active compound semiconductor business, which will enable Billion to enter the electric vehicle energy storage market.

The selection of the private placement operator is in compliance with Section 43-6 of the Securities and Exchange Act, and is expected to expand the vertical integration of the energy industry through strategic investors, enhance the benefits of product development and integration, as well as increase working capital and expand market investment. In terms of financial structure, with the increase in the proportion of own funds after the completion of the private placement, the Company's debt ratio will be reduced and, given the relatively poor bank borrowing conditions, the Company will be able to reduce its interest expenses and reserve room for future capital utilization, which will be beneficial to its operations.

In addition to securing stable long-term capital and maintaining financial flexibility, the private placement is non-transferable for three years, which will ensure a long-term relationship between the Company and the offeree. In addition, the subscription price for the private placement of ordinary shares was set on March 14, 2023, and the reference price was set at 80% of the higher of the following two benchmarks: (A) The closing price of the ordinary shares calculated on the first, third or fifth business day before the fixing date, net of the ex-rights of the gratis allotment and the dividend allotment and after adding the anti-defeasance of the capital reduction, which will be NT$43, NT$43.40 and NT$44.15, respectively. (B) Share price by deducting the exrights and dividends of free rationed shares from the simple arithmetic mean of the closing price of ordinary shares 30 business days before the pricing date and then adding the reverse ex-rights of the capital reduction, which is NT$41.03. The higher of the two benchmarks listed above, NT$44.15, is the reference price. The subscription price per share for the actual private placement is set at NT$35.32, which is 80% of the reference price, and the issue price is no less than 80% of the theoretical price, which is in compliance with the relevant laws and regulations and the price authorized by the shareholders' meeting.

The proposed private placement of the Company's ordinary shares should have positive and material benefits to the Company's sustainable operations, overall development and sound financial structure, and the estimated benefits should be assessed to be reasonable.

Summary of Evaluation Opinions

Billion proposed a private placement of ordinary shares at the 2022 Annual Shareholders’ Meeting and the Board of Directors approved the private placement by SASP on March 14, 2023. Yuanta was engaged to issue an evaluation letter on the necessity and reasonableness of the private placement. After considering the impact of possible changes in operating rights on the Company's business, financial position and shareholders' equity, the feasibility and necessity of the selection of the offeree, and the expected benefits of the private placement, Yuanta believes that it is necessary and reasonable for Billion to enter into a private placement of its ordinary shares.

Yuanta Securities Co., Ltd.

Hsiu-Wei Chen

(This printed page is only for use in the opinion on the necessity and reasonableness of the private placement of ordinary shares by Billion Electric Co., Ltd.)

March 31, 2023

【 Appendix 5 】

Billion Electric Co., Ltd. Issuance of Private Ordinary Shares

==> picture [469 x 679] intentionally omitted <==

----- Start of picture text -----

Private placement of ordinary shares for capital increase in cash in 2022
Item
Issue date (share release date): March 22, 2023
Types of the private Ordinary shares
placement of
negotiable securities
Date and amount
approved by the Board On June 9, 2022, the shareholders' meeting approved the issuance of not more
of Directors at the than 15,000,000 shares.
shareholders' meeting
Basis for and The date of the Board of Directors' meeting, March 14, 2023, is hereby used
reasonableness of as the pricing date.
price setting
(1) The closing price of the ordinary shares calculated on the first, third or fifth
business day before the fixing date, net of the ex-rights of the gratis
allotment and the dividend allotment and after adding the anti-defeasance
of the capital reduction, which will be NT$43, NT$43.40 and NT$44.15,
respectively.
(2) Share price by deducting the ex-rights and dividends of free rationed shares
from the simple arithmetic mean of the closing price of ordinary shares 30
business days before the pricing date and then adding the reverse ex-rights
of the capital reduction which is NT$41.03.
The reference price for the private placement is $44.15, the higher of the above
two benchmark prices. After comprehensive consideration, the subscription
price per share for the actual private placement was set at NT$35.32, which is
80% of the reference price and not lower than the minimum percentage
resolved at the shareholders' meeting.
Method of selection of The objects of this private placement of ordinary shares are certain people
certain people stipulated in Paragraph 6, Article 43 of the Securities and Exchange Act and
(91) TCZY No. 0910003455 promulgated by the Financial Supervisory
Commission on Jun. 13, 2002, and limited to strategic investors.
Necessary reason for The Company evaluated the capital market conditions and considered the
private placement timeliness, convenience, cost of issuance and stability of equity in raising
capital, and therefore issued ordinary shares through a private placement.
Price payment
March 15, 2023
completion date
Private
placement Sino-American Silicon Products Inc.
subject
Qualificatio Subparagraph 2 of Paragraph 1 of Article 43-6 of the Securities and
Offeree ns Exchange Act
informati Number of
on subscriptio 15,000,000 shares
n
Relationshi
p with the None
Company
----- End of picture text -----

==> picture [469 x 635] intentionally omitted <==

----- Start of picture text -----

Participatio
n in the
None
Company's
operations
Actual subscription
NT$35.32 per share
price
Difference between
actual subscription The difference between actual subscription price and reference price is NT$
price and reference 8.83
price
Effect of private The three-year non-transferability rule for privately placed securities will ensure
placement on a long-term relationship between the Company and the offeree, thus providing
shareholders' equity a certain degree of protection for shareholders' rights and interests. After the
capital increase, the Company expects to strengthen its competitiveness and
enhance operational efficiency, which will have a positive impact on
shareholders' equity.
Use of private funds Reasons
and progress of plan Accumulat Descriptio for ahead-
execution n of the of-
Accumulat ed actual
Estimated balance of schedule
ed actual expenditur
Q1 2023 expenditur unexpend or lagging
expenditur es and the
es ed funds behind
es percentag
and their and
e (%)
use improvem
ent plans
Others:
Replenish
operating
The
funds,
Company
repay
has not
bank loans
yet spent
and
90,800,00
respond to
0, which
the
529,800,0 439,000,0 is being
Company’ 83 N/A
00 00 gradually
s capital
expended
needs for
according
future
to the
multi-
progress
orientation
of its
managem
operation
ent and
operation
planning.
Demonstration of It can improve the financial structure and reduce the Company's financial
benefits of the private operation risk, which will lead to a positive and substantial benefit to the
placement shareholders' equity.
----- End of picture text -----

AI assistant

BILLION — AGM Information 2023

52260_rns_2023-06-16_c3549cc8-e15d-4ef9-b138-155bcd0db18e.pdf

Billion Electric Co., Ltd.

Minutes of 2023 Annual General Shareholders’ Meeting

1. DECLARATION OF MEETING

Report items

Matters for Ratification

Billion Electric Co., Ltd.

2022 Earnings Distribution Table

(Note)

61,789,260 votes

IV. ELECTION MATTERS

List of candidates for directors

Other proposals

Extempore motion: None.

Seven. Session

【 Appendix 1 】

Billion Electric Co., Ltd.

Year 2022 Business Report

I. Results of operations in 2022

(II) Business Plan Implementation Results

(III) Analysis of Financial Income and Expenditure and Profitability

2. Profitability Analysis

(IV) Research and Development Status

II. Year 2023 Business Plan

III. Future Development Strategies of the Company

IV. Be affected by the external competitive environment, regulatory environment and overall business environment.

【 Appendix 2 】

Billion Electric Co., Ltd.

Audit Committee's Review Report

Sincerely,

【 Appendix 3 】

CPA's Audit Report

Audit opinions

Basis of Audit Opinions

Other Matters

Key Audit Matters

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Billion Electric Co. Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2022 and 2021

Unit: Thousands NTD

Billion Electric Co. Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

January 1 to December 31, 2022 and 2021

Unit: Thousands NTD

Billion Electric Co. Ltd. and Subsidiaries

Consolidated Statements of Changes in Equity January 1 to December 31, 2022 and 2021

Billion Electric Co. Ltd. and Subsidiaries Consolidated Statements of Cash Flows

January 1 to December 31, 2022 and 2021

Unit: Thousands NTD

CPA's Audit Report

Audit opinions

Basis of Audit Opinions

Other Matters

Key Audit Matters

Responsibilities of management and governing body for the Parent Company Only Financial Statements

Auditor’s responsibilities for the audit of the parent company only financial statements

KPMG

Billion Electric Co., Ltd. Balance Sheets December 31, 2022 and 2021

Billion Electric Co., Ltd. Comprehensive Income Statements January 1 to December 31, 2022 and 2021

Billion Ele

Billion Electric Co., Ltd.

Statements of Cash Flows

January 1 to December 31, 2022 and 2021

Unit: Thousands NTD

Billion Electric Co., Ltd.

Evaluation Opinion on the Reasonableness and Necessity

of the Private Placement of Ordinary Shares

I. Background of the Project

II. Financial information of Billion in the past 4 years

III. Evaluation on the Necessity of the Private Placement of Ordinary Shares

IV. Evaluation on the Reasonableness of the Private Placement of Ordinary Shares

Summary of Evaluation Opinions

Hsiu-Wei Chen

Billion Electric Co., Ltd. Issuance of Private Ordinary Shares

More from BILLION

BILLION AGM Information 2023

`【` Appendix 2 `】`

`【` Appendix 3 `】`