Biostar Microtech Int’l Corp.

2023 Annual Shareholders ’ Meeting

Meeting Agenda
(Translation)

June 21, 2023

Page Meeting Procedures ................................................................................................................. 1 Meeting Agenda ...................................................................................................................... 2 Report Items ............................................................................................................................ 3 Ratifications Items ................................................................................................................. 10 Extempore Motion ................................................................................................................. 11 Appendix 1. Independent Auditors’ Report and financial statement ............................................... 12 2. Articles of Incorporation ............................................................................................. 35 3. Rules and Procedures of Shareholders’ Meeting ......................................................... 40 4. The Shareholding status of all Directors ..................................................................... 44 5. Explanation of the handling of proposals submitted by shareholders for the 2023 Regular Shareholders' Meeting ................................................................................... 45

Biostar Microtech Int’l Corp.

Meeting Procedure for the 2023 Regular Shareholders’ Meeting

I. Call Meeting to Order II. Chairman’s Address III. Report items IV. Ratifications Items V. Extempore Motion VI. Meeting Adjourned

Biostar Microtech Int’l Corp.

Meeting Agenda for the 2023 Regular Shareholders’ Meeting

Type of Shareholders' Meeting: Physical shareholders’ meeting

Date and time: 9:00 A.M., Wednesday, June 21, 2023

Location: How Dine Restaurant BeiXin Branch Luxury Room (1F, No.205, Section 3, Beixin

Rd., Xindian District, New Taipei City)

I. Call Meeting to Order

II. Chairman’s Address

III. Report Items

2022 Business Report
Audit Committee’s Review Report
2022 Distribution of Employees and Directors’ Remuneration

IV. Ratifications Items

Business Report and Financial Statement for the year 2022
Annual Earnings Distribution for the year 2022

V. Extempore Motion

VI. Meeting Adjourned

Report Items

1. 2022 Business Report

Due to the global pandemic and the global inflation caused by the Russo-Ukrainian War, consumer malaise occurred, which led to a decline in the overall desktop PC market. The number of motherboards shipped by Biostar Microtech Int’l Corp. (hereinafter referred to as “the Company”) was 940 thousand in 2022 with a decrease of 6% compared to the year 2021. The consolidated operating income in 2022 was NT$ 2.2 billion with a decrease of 19% compared to the year 2021. The consolidated gross profit margin was reduced from 19% in 2021 to 12%. The net profit after tax in 2022 was NT$ 12.85 million.

Currently the desktop PC market is weakening and unavoidably it will result in some minor recession in 2023. Especially in the recent years, the cost of labor, materials, electricity, and others continue to increase, as well as the costs of excess inventory of PC components continue to rise. These facts delay the consumers’ demands. Moreover, under the turbulence of global geopolitical situations and economic inflation, the consumer market is still declining.

Fortunately the pandemic has slowed down as well as commercial activities resume and the policies for domestic demand are introduced by the governments of different countries in order to boost the economy. Furthermore, Biostar has been devoted to energy-related industry for the past 3 years and it is hoped for increasing Biostar’s revenue and profit by joining in the trend of electric cars. This goal will be achieved with Biostar teaming up with a well known partner to complete the Charging Station project

The Company would like to thank all the shareholders. We wish everyone good health and all the best.

Chairman, Ming-Yi Wang

1. Business Result of 2022

(1) Implementation results of the Business Plan

ess Result of 2022 Implementation results of the Business Plan	ess Result of 2022 Implementation results of the Business Plan	ess Result of 2022 Implementation results of the Business Plan	ess Result of 2022 Implementation results of the Business Plan
Unit: NT$Thousands
Parent Company Only FinancialStatement	2022	2021	Differences`％`
Operatingrevenue	2,222,219	2,742,073	-19
Operatingcosts	1,974,855	2,277,092	-13
Gross profit	247,364	464,981	-47
Operatingexpenses	227,816	267,696	-15
Operatingincome (loss)	19,548	197,285	-90
Non-operating revenue and expenses	(2,479)	202,800	-101
Profit (loss) before tax	17,069	400,085	-96
Income tax expense (or benefit)	4,218	38,410	-89
Net income(loss)	12,851	361,675	-96

		Unit: NT$Thousands	Unit: NT$Thousands
Consolidated Financial Statement	2022	2021	Differences`％`
Operating revenue	2,236,385	2,774,796	-19
Operatingcosts	1,967,765	2,254,663	-13
Gross profit	268,620	520,133	-48
Operatingexpenses	267,088	303,419	-12
Operating income (loss)	1,532	216,714	-99
Non-operating revenue and expenses	14,675	190,127	-92
Profit (loss) before tax	16,207	406,841	-96
Income tax expense (or benefit)	3,356	45,166	-93
Net income(loss)	12,851	361,675	-96

(2) Budget Implementation: The Company has not compiled financial forecasts, therefore not applicable.

(3) Analysis of Receipts and Expenditures

Analysis of Receipts and Expenditures	Analysis of Receipts and Expenditures	Analysis of Receipts and Expenditures	Analysis of Receipts and Expenditures
Unit: NT$Thousands
Parent Company Only Financial Statement	2022	2021	Differences
Cash inflows (outflows) from operating activities	(57,205)	121,779	(178,984)
Cash inflows (outflows) from investing activities	375,009	43,653	331,356
Cash inflows (outflows) from financing activities	(213,650)	(71,239)	(142,411)
Net increase (decrease) in cash and cash equivalents	104,154	94,193	9,961

Unit: NT$Thousands	Unit: NT$Thousands	Unit: NT$Thousands	Unit: NT$Thousands
Consolidated FinancialStatement	2022	2021	Differences
Cash inflows (outflows) from operating activities	(80,758)	91,523	(172,281)
Cash inflows (outflows) from investing activities	375,424	43,707	331,717
Cash inflows (outflows) from financing activities	(215,164)	(71,960)	(143,204)
Effects of exchange rate change on cash	15,743	(13,851)	29,594
Net increase (decrease) in cash and cash equivalents	92,245	49,419	42,826

(4) Analysis of Profitability

nalysis of Profitability
Parent Company OnlyFinancialStatement Returnon Assets (%) Returnon Equity (%) Pre-tax income to capital(%) Netincome to sales (%) Earningsper share(NT$)	2022	2021
	0.39	11.08
	0.55	15.79
	0.96	22.46
	0.58	13.19
	0.07	2.03

ConsolidatedFinancialStatement Return on Assets(%) Returnon Equity (%) Pre-tax income to capital(%) Netincome to sales (%) Earningsper share(NT$)	2022	2021
	0.42	11.85
	0.55	15.79
	0.91	22.84
	0.57	13.03
	0.07	2.03

(5) Overview of Research and Development

Computer Motherboard

Launched the Intel 700 series LGA1700-based Intel motherboard and supported the 12[th] generation Alder lake CPU and 13[th] generation Raptor lake CPU 。
Launched the new AMD 600 series AM5-based motherboard and supported the 。

latest generation Ryzen 7000 CPU

Launched the latest generation of Power Design that can detect the temperatures of MOS and CPU while simultaneously adjusting the power consumption and performance according to the need of the users, providing gaming users and creators with more intelligent applications.
R&D continued on the SOC series motherboard products which are specialized in commercial and compact system applications.

Industrial PC

Several host computers with the Intel Elkhartlake/ Alder lake-S CPU systems have been launched, where the different types can be used in commercial, quasiindustrial, industrial applications, and other scenarios accordingly.
Launched versatile applications supporting the Intel 6[th] /7[th] /8[th] /9[th] cores to be used in industrial automation production lines.
Launched Intel Alderlake-P SOC high-performance motherboard to be applied in the client’s POS.

VGA and SSD

Launched the M800 series, the next-generation PCI-E 4.0 high-performance NVME solid-state drive with MaxIO1602 as the controller, which improves high transmission efficiency with data read speeds exceeding 5000MB/s, perfect for home and business uses.
Launched RX 7900XTX and RX7900XT 3D, advanced graphics cards with AMD NAVI31 as the core base, which makes them the top choice for gamers.

2. Summary of 2023 Business Plan

(1) Business Policy
The products shall be shifted towards business uses and applications, expanding the sales demographic while placing equal emphasis on quality and quantity.
Ensure designs that are tailored to the actual needs and usage methods for the convenience of system manufacturers and PC builders.
Continue to focus R&D on product stability and application.
Continue to prioritize quality and speed in after-sales service. Customers always come first.
Increase the product models using Alder Lake N/Raptorlake, including 3.5 SBC/Thin Mini ITX motherboard and corresponding system hosts.
Expand the Company’s participation in applied computer exhibitions to attract more customers from different application fields.
(2) Sales Volume Forecast and the basis thereof: The Company is not required to disclose its financial forecast.
(3) Important Production and Sales Policies

Computer Motherboard

Perform strategic procurement by purchasing enough at once to avoid material shortages.
Prepare special materials for the strategic product models, with a target delivery time of six weeks to always respond to market demand to meet customer needs.
Reduce the hidden costs of inventory models, continuously reduce the low-end product models, and maximize the concentration of orders for specifications.
In terms of business, the Company will be maintaining existing customers by supporting them to emphasize both sales quality and quantity, while also attracting new customers by offering product features unique from competitors.

Industrial PC

Perform strategic procurement to reduce costs and maintain competitiveness.
Reduce inventory to avoid price loss.
Review suppliers and find suitable and cooperative ones.

VGA and SSD

GPU demand went slow in 2022, but the market demand has stabilized since the first quarter of 2023, especially with NVIDIA demand being the best. However, some GPU supply sources are still unavailable, so strategic material preparation

is adopted in response. The demand for AMD graphics cards is relatively slow, and we continue to provide cost-effective products to stimulate end-user demand.

The SSD market still shows oversupply and price decline. In 2023, the dynamic stocking sales method will be adopted in response to the rapid market changes.

Chairman: Ming-Yi Wang Managerial Officer: Tsong-Woei Lee Accounting Officer: Chung-Tzu Cheng

Audit Committee’s Review Report

To the 2023 Shareholders’ Annual Regular Meeting of Microtech Int’l Corp.:

The Board of Directors has prepared the Company’s 2022 Business Report, Financial Statements, and proposal for earning distribution. The Certified Public Accountants Ching-Cheng Yang and Alice Fang from the CPA firm of Deloitte & Touche were retained to audit the Company’s Financial Statements and have issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and proposal for earning distribution have been reviewed and determined to be correct and accurate by the Audit Committee members of Biostar Microtech Int’l Corp. according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

Chairman of the Audit Committee: Wen-Hsiung Chan March 24, 2023

The Distribution of 2022 Employee and Director Remuneration

Explanatory Note: The Distribution of 2022 Employee and Director Remuneration was approved by the Board of Directors on 24 March 2023 to allocate NT$ 2,495,486 and NT$ 399,277 respectively and all of which were distributed in cash.

Ratifications Items

Proposal 1 (Proposed by the Board of Directors)

To approve the 2022 Business Report and Financial Statements

Explanatory Note: The 2022 Business Report and Financial Statements (please refer to pages 12 to 34 of this handbook) have been reviewed by the Audit Committee and proposed for approval in accordance with the law.

Resolution:

Proposal 2 (Proposed by the Board of Directors) To approve the proposal for the distribution of 2022 earnings Explanatory Note:

With the beginning retained earnings of NT$ 104,066,995, adding the 2022 remeasurements of defined benefit plans of NT$ 8,331,939 and the 2022 net profit after tax of NT$ 12,850,866, minus the set aside a legal reserve of NT$ 2,118,281 in accordance of the Company Act and the Company’s Articles of Incorporation, and adding the reversal of Special Reserve NT$ 8,560,940 in according to the law, the unappropriated retained earnings for this year is NT$ 131,692,459.
Considering the company’s business development and the funding requirement, the aforementioned unappropriated retained earnings are planned to be retained in whole and not for distribution.
The Profit Distribution Table is as follows:

Biostar Microtech Int’l Corp.

Profit Distribution Table

Beginning retained earnings Remeasurements of defined benefit plans Net Profit after tax Set aside legal reserve (10%) ( Reversal of Special Reserve Unappropriated retained earnings	104,066,995 8,331,939 12,850,866 2,118,281 ) 8,560,940 131,692,459

Accounting Officer: Chung-Tzu Cheng

Resolution:

Extempore Motion Meeting Adjourned.

Appendix 1 INDEPENDENT AUDITORS’ REPOR

The Board of Directors and Shareholders Biostar Microtech Int’L Corp.

Opinion

We have audited the accompanying financial statements of Biostar Microtech Int’L Corp. (the “Company”), which comprise the balance sheets as of December 31, 2022 and 2021 and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the other matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits and the reports of other auditors.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters of the Company’s financial statements for the year ended December 31, 2022 are stated as follows:

Estimation Uncertainty on Write-Down of Inventories

The Company is primanry engaged in sales of computer motherboards, Industrial computer and other computer peripheral products. Due to the industrial characteristic, as well as requent releases of products resulting in the product slow-mocing (unmarketable) and obsolescence. The estimation of inventories net realisable value involved with management uncertainty. The actual result might differ from the estimates. The estimation uncertainty on write-down of inventories are critical to financial statements as of December 31, 2022. Therefore, it was identified as a key audit matter. Please refer to Note 4, 5 and 11 for the estimation uncertainty on write-down of inventories’s accounting policies, estimation uncertainty and disclosing information.

Our main audit procedures we performed to address the above key audit matter were as follows:

We obtained an understanding of the company’s inventories evaluation policies and the design of internal controls related to inventories evaluation and we tested the operating effectiveness ofsuch control.
We selected the sales and purchase documentation and we tested the book value of inventories to check weather the lower of cost and net realisable value.
We tested and recalculated the data used by the management to calculate the allowance for inventory impairment losses and we compared the amount of the the allowance for inventory impairment losses recognized by Biostar Microtech Int'L Corp. Afterwards, We confirmed the inventory will be scrapped whether it is listed in accordance with the inventory policy and adequacy of the Company.
We observed the annual inventory count, and we observed whether there are sluggish or obsolete inventories.

Other Matter

As disclosed in first paragraph to financial statements, we did not audit the financial statements of Biostar Microtech (U.S.A.) Corp. and Biostar Microtech Europe Holding B.V. accounted for using the equity method included in the financial statements of the Company, but such statements were audited by other auditors. Our opinion, insofar as it relates to the investments and the share of profit (loss) of the investees accounted for using the equity method audited by other auditors, was based solely on the reports of the other auditors. The total investments in investees accounted for using the equity method were NT$49,252 thousand and NT$56,022 thousand, which constituted 1.60% and 1.59%of total assets as of December 31, 2022 and 2021, respectively; and the share of the other comprehensive income of the subsidiaries and associates accounted for using the equity method was NT$(15,698) thousand and NT$22,198 thousand, which constituted (52.78%) and 6.28% of the total comprehensive income for the years ended December 31, 2022 and 2021, respectively.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Ching-Cheng Yang and Han-Ni Fang.

Deloitte & Touche Taipei, Taiwan Republic of China March 24, 2023

Notice to Readers

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

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

BIOSTAR MICROTECH INT'L CORP.

BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - current Financial assets at amortized cost - current Trade receivables, net Trade receivables from related parties Other receivables Current tax assets Inventories, net Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current Investments accounted for using the equity method Property, plant and equipment Investment properties, net Deferred tax assets Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Notes payable Trade payables Other payables Current tax liabilities Provision - current Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Provisions - non-current Deferred tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities EQUITY Share capital Ordinary Shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2022		2021
		Amount % $ 703,149 23 219,536 7 205,657 7 29,000 1 78,521 3 226,674 7 15,189 1 2,866 - 692,043 22 5,423 - 2,178,058 71 172,615 6 344,228 11 131,750 4 197,799 6 38,359 1 16,477 1 901,228 29 $ 3,079,286 100 $ 2,631 - 358,991 12 374,338 12 16,782 1 30,000 1 13,871 - 796,613 26 20,000 1 11,910 - 3,336 - 35,246 1 831,859 27 1,781,000 58 66,778 2 265,837 9 12,935 - 125,251 4 404,023 13 (4,374 ) - 2,247,427 73 $ 3,079,286 100		Amount % $ 598,995 17 716,276 20 159,459 5 29,000 1 105,693 3 169,137 5 11,672 - 319 - 857,706 24 5,639 - 2,653,896 75 172,343 5 320,167 9 132,628 4 199,805 6 36,811 1 6,250 - 868,004 25 $ 3,521,900 100 $ 3,219 - 503,631 14 409,371 12 49,281 1 70,000 2 21,218 1 1,056,720 30 30,000 1 511 - 3,266 - 33,777 1 1,090,497 31 1,781,000 50 66,778 2 229,550 7 3,271 - 363,739 10 596,560 17 (12,935 ) - 2,431,403 69 $ 3,521,900 100

The accompanying notes are an integral part of the financial statements.

(With Deloitte & Touche auditors’ report dated March 24, 2023)

BIOSTAR MICROTECH INT'L CORP.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

OPERATING REVENUE OPERATING COSTS GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Finance costs Share of profit of subsidiaries Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Income tax related to items that will not be reclassified subsequently to profit or loss		2022 Amount % $ 2,222,219 100 1,974,855 89 247,364 11 113,756 5 43,248 2 69,812 4 1,000 - 227,816 11 19,548 - 14,384 1 36,026 2 (40,199) (2) (20) - (12,670 ) (1 ) (2,479 ) - 17,069 - 4,218 - 12,851 - 10,415 - (2,083 ) - 8,332 -		2021
				Amount % $ 2,742,073 100 2,277,092 83 464,981 17 134,917 5 62,220 2 96,168 4 (25,609 ) (1 ) 267,696 10 197,285 7 8,735 - 34,630 1 143,139 5 (39) - 16,335 1 202,800 7 400,085 14 38,410 1 361,675 13 1,500 - (300 ) - 1,200 - (Continued)

BIOSTAR MICROTECH INT'L CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Unrealized gain (loss) on investments in debt instruments at fair value through other comprehensive income Income tax related to items that may be reclassified subsequently to profit or loss Other comprehensive loss for the period, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic Diluted		2022 Amount % 36,731 2 (20,824) (1) (7,346 ) - 8,561 1 16,893 1 $ 29,744 1 $ 0.07 $ 0.07		2021
				Amount % (9,227) - (2,282) - 1,845 - (9,664 ) - (8,464 ) - $ 353,211 13 $ 2.03 $ 2.01


		$		$

The accompanying notes are an integral part of the financial statements.

(With Deloitte & Touche auditors’ report dated March 24, 2023)

(Concluded)

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BIOSTAR MICROTECH INT'L CORP.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Expected credit loss recognized (reversed) on trade receivables Net loss (gain) on fair value changes of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of the profit of subsidiaries and associates Net loss on disposal of financial assets Write-down of inventories Unrealized net loss (gain) on foreign currency exchange Changes in operating assets and liabilities Notes receivable Trade receivables Trade receivables from related parties Other receivables Inventories Other current assets Other operating assets Notes payable Trade payables Other payables Provisions Other current liabilities Net defined benefit liabilities Cash generated from/(used in) operations Interest paid Income taxes returned (paid) Net cash generated from/(used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Payments for property, plant and equipment Decrease in refundable deposits Interest received	2022 $ 17,069 4,661 1,000 83,932 20 (14,384) (14,717) 12,670 6,715 51,073 (9,315) - 26,172 (57,537) (2,888) 114,590 216 (5,017) (588) (144,640) (35,033) (50,000) (7,347) 5,005 (18,343) (20) (38,842 ) (57,205 ) (118,860) 51,747 (307,882) 723,109 (1,777) 200 13,755	2021 $ 400,085 6,333 (25,609) (156,013) 39 (8,735) (12,839) (16,335) 1,761 34,267 29,471 4,619 (6,703) 6,446 60,416 (387,331) 11,818 296 12 73,589 98,501 - 11,363 (4,355 ) 121,096 (39) 722 121,779 (11,350) 8,003 (1,001,755) 1,027,557 (1,367) 985 8,741 (Continued)

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BIOSTAR MICROTECH INT'L CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Dividends received Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from guarantee deposits received Dividends paid to owners of the Company Net cash used in financing activities NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 24, 2023)	2022 14,717 375,009 70 (213,720 ) (213,650 ) 104,154 598,995 $ 703,149	2021 12,839 43,653 1 (71,240 ) (71,239 ) 94,193 504,802 $ 598,995 (Concluded)

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DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The entities required to be included in the combined financial statements of Biostar Microtech Int'L Corp. as of and for the year ended December 31, 2022 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Biostar Microtech Int'L Corp. and subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours, Biostar Microtech Int'L Corp. By

MING-YI WANG

Chairman

March 24, 2023

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Biostar Microtech Int’L Corp. and Subsidiaries

Opinion

We have audited the accompanying financial statements of Biostar Microtech Int’L Corp. and Subsidiaries (the “Group”), which comprise the balance sheets as of December 31, 2022 and 2021 and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the other matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits and the reports of other auditors.

Key Audit Matters

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Key audit matters of the Group’s financial statements for the year ended December 31, 2022 are stated as follows:

Estimation Uncertainty on Write-Down of Inventories

The Group is primanry engaged in sales of computer motherboards, Industrial computer and other computer peripheral products. Due to the industrial characteristic, as well as requent releases of products resulting in the product slow-mocing (unmarketable) and obsolescence. The estimation of inventories net realisable value involved with management uncertainty. The actual result might differ from the estimates. The estimation uncertainty on write-down of inventories are critical to financial statements as of December 31, 2022. Therefore, it was identified as a key audit matter. Please refer to Note 4, 5 and 11 for the estimation uncertainty on write-down of inventories’s accounting policies, estimation uncertainty and disclosing information.

Our main audit procedures we performed to address the above key audit matter were as follows:

We obtained an understanding of the group’s inventories evaluation policies and the design of internal controls related to inventories evaluation and we tested the operating effectiveness ofsuch control.
We selected the sales and purchase documentation and we tested the book value of inventories to check weather the lower of cost and net realisable value.
We tested and recalculated the data used by the management to calculate the allowance for inventory impairment losses and we compared the amount of the the allowance for inventory impairment losses recognized by Biostar Microtech Int'L Corp. Afterwards, We confirmed the inventory will be scrapped whether it is listed in accordance with the inventory policy and adequacy of the group.
We observed the annual inventory count, and we observed whether there are sluggish or obsolete inventories.

Other Matter

As disclosed in first paragraph to the financial statements, we did not audit the financial statements of Biostar Microtech (U.S.A.) Corp. and Biostar Microtech Europe Holding B.V. accounted for using the equity method included in the financial statements of the Group, but such statements were audited by other auditors. Our opinion, insofar as it relates to the investments and the share of profit (loss) of the investees accounted for using the equity method audited by other auditors, was based solely on the reports of the other auditors. The total investments in investees accounted for using the equity method were NT$280,229 thousand and NT$239,658 thousand, which constituted 9.97% and 7.27% of total assets as of December 31, 2022 and 2021, respectively, and the share of the other comprehensive income of the subsidiaries and associates accounted for using the equity method was NT$598,245 thousand and NT$702,452 thousand, which constituted 26.75% and 25.32% of the total comprehensive income for the years ended December 31, 2022 and 2021, respectively.

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

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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The engagement partners on the audits resulting in this independent auditors’ report are Ching-Cheng Yang and Han-Ni Fang.

Deloitte & Touche Taipei, Taiwan Republic of China March 24, 2023

Notice to Readers

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BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - current Financial assets at amortized cost - current Trade receivables, net Other receivables Current tax assets Inventories, net Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current Property, plant and equipment Right of use asset Investment properties, net Deferred tax assets Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Notes payables Trade payables Other payables Current tax liabilities Provision - current Lease liability - current Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Provisions - non-current Deferred tax liabilities Lease liability - non-current Other non-current liabilities Total non-current liabilities Total liabilities EQUITY Share capital Ordinary Shares Capital surplus Retained earnings Other equity Total equity TOTAL		2022		2021
		Amount % $ 747,831 27 219,536 8 205,657 7 30,323 1 115,030 4 13,475 1 4,873 - 902,426 32 7,380 - 2,246,531 80 172,615 6 132,065 5 3,611 - 197,799 7 40,294 1 16,831 1 563,215 20 $ 2,809,746 100 $ 2,631 - 343,106 12 115,838 4 16,782 1 30,000 1 1,663 - 14,938 1 524,958 19 20,000 1 11,971 - 2,054 - 3,336 - 37,361 1 562,319 20 1,781,000 64 66,778 2 404,023 14 (4,374 ) - 2,247,427 80 $ 2,809,746 100		Amount % $ 652,586 20 716,276 22 159,459 5 30,302 1 136,678 4 17,878 - 319 - 1,020,547 31 10,761 - 2,744,806 83 172,343 6 132,947 4 - - 199,805 6 38,693 1 7,225 - 551,013 17 $ 3,295,819 100 $ 3,219 - 525,282 16 156,123 5 49,370 1 70,000 2 - - 26,645 1 830,639 25 30,000 1 511 - - - 3,266 - 33,777 1 864,416 26 1,781,000 54 66,778 2 596,560 18 (12,935 ) - 2,431,403 74 $ 3,295,819 100

The accompanying notes are an integral part of the financial statements.

(With Deloitte & Touche auditors’ report dated March 24, 2023)

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BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

OPERATING REVENUE OPERATING COSTS GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Finance costs Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Income tax related to items that will not be reclassified subsequently to profit or loss		2022 Amount % $ 2,236,385 100 1,967,765 88 268,620 12 138,210 6 55,800 3 71,880 3 1,198 - 267,088 12 1,532 - 14,476 - 40,158 2 (39,834) (2) (125 ) - 14,675 - 16,207 - 3,356 - 12,851 - 10,415 - (2,083 ) - 8,332 -		2021
				Amount % $ 2,774,796 100 2,254,663 81 520,133 19 149,246 5 80,794 3 98,070 4 (24,691 ) (1 ) 303,419 11 216,714 8 8,775 - 40,355 2 141,047 5 (50 ) - 190,127 7 406,841 15 45,166 2 361,675 13 1,500 - (300 ) - 1,200 - (Continued)

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BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Unrealized gain (loss) on investments in debt instruments at fair value through other comprehensive income Income tax related to items that may be reclassified subsequently to profit or loss Other comprehensive loss for the period, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic Diluted		2022 Amount % 36,731 2 (20,824) (1) (7,346 ) - 8,561 1 16,893 1 $ 29,744 1 $ 0.07 $ 0.07		2021
				Amount % (9,227) - (2,282) - 1,845 - (9,664 ) - (8,464 ) - $ 353,211 13 $ 2.03 $ 2.01


		$		$

The accompanying notes are an integral part of the financial statements.

(With Deloitte & Touche auditors’ report dated March 24, 2023)

(Concluded)

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==> picture [781 x 454] intentionally omitted <==

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BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Expected credit loss recognized (reversed) on trade receivables Net loss (gain) on fair value changes of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Loss on disposal of property, plant, and equipment Net loss on disposal of financial assets Write-down of inventories Unrealized net loss (gain) on foreign currency exchange Loss on change of lease Changes in operating assets and liabilities Notes receivable Trade receivables Other receivables Inventories Other current assets Other operating assets Notes payable Trade payables Other payables Provisions Other current liabilities Net defined benefit liabilities Cash generated from/(used in) operations Interest paid Income taxes returned (paid) Net cash generated from/(used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Disposal of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Payments for property, plant and equipment Disposal of property, plant and equipment	2022 $ 16,207 6,635 1,198 83,932 125 (14,476) (14,717) - 6,715 60,413 (9,315) - - 23,930 5,032 79,552 3,381 (5,040) (588) (184,821) (42,226) (50,000) (11,707) 5,005 (40,765) (125) (39,868 ) (80,758 ) (118,860) 51,747 - (307,882) 723,109 (2,098) -	2021 $ 406,841 7,983 (24,691) (156,013) 50 (8,775) (12,839) 116 1,761 39,548 29,471 108 4,619 9,419 65,256 (443,165) 16,779 1,248 12 91,927 51,423 - 16,036 (4,355 ) 92,759 (50) (1,186 ) 91,523 (11,350) 8,003 868 (1,001,755) 1,027,557 (2,307) 32 (Continued)

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BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Decrease in refundable deposits Interest received Dividends received Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from guarantee deposits received Dividends paid to owners of the Company Repayment for lease liability principle Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2022 844 13,847 14,717 375,424 70 (213,720) (1,514 ) (215,164 ) 15,743 95,245 652,586 $ 747,831	2021 1,039 8,781 12,839 43,707 1 (71,240) (721 ) (71,960 ) (13,851 ) 49,419 603,167 $ 652,586

The accompanying notes are an integral part of the financial statements.

(With Deloitte & Touche auditors’ report dated March 24, 2023)

(Concluded)

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Appendix 2

Biostar Microtech Int’l Corp.

Articles of Incorporation

Chapter I General Provision

Article 1 The Corporation is organized under the Company Act and its name shall be Biostar Microtech Int’l Corp. Article 2 The scope of business of the Corporation shall be as follows:

CC01110 Computer and Peripheral Equipment Manufacturing.
CC01080 Electronics Components Manufacturing.
CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
CQ01010 Mold and Die Manufacturing.
F113050 Wholesale of Computers and Clerical Machinery Equipment.
F119010 Wholesale of Electronic Materials
F113020 Wholesale of Electrical Appliances.
F213010 Retail Sale of Electrical Appliances.
F113070 Wholesale of Telecommunication Devices.
F106030 Wholesale of Molds
F401021 Controlled Telecom Radio Frequency Equipment and Materials Import.
E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering
I301010 Information Software Services
CF01011 Medical Devices Manufacturing
F102170 Wholesale of Foods and Groceries
F108031 Wholesale of Medical Devices
F203010 Retail Sale of Food, Grocery and Beverage
F208031 Retail Sale of Medical Devices
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special Approval

Article 3 The Corporation may provide endorsements and guarantees for outside parties based on its business needs.

Article 4 The total amount of the reinvestment made by the Corporation may without being subject to the restriction imposed by Article 13 of the Company Act.

Article 5 The Corporation shall be headquartered in New Taipei City, Taiwan, and the corporation may set up branches domestically or overseas when necessary and by resolution of the Boards of Directors.

Article 6 Public Announcements by the Corporation shall be made by a method in accordance with Article 28 of the Company Act.

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Chapter II Shares

Article 7 The total capital of the Corporation shall be NT$ 3,000,000,000, divided into 300,000,000 shares with a value of NT$10 each, and the NT$ 100,000,000 of the aforementioned total capital divided into 10,000,000 shares shall be retained for stock warrants, corporate bonds with warrants or preferred shares with warrants. The capital of the corporation may be issued in installments, and the board of directors is authorized to handle following the Company Act and other applicable laws and regulations.
Article 8 (Deleted) Article 9 The share certificates of the Corporation shall be name-bearing share certificates, affixed with the signature or seal of the director that represents the Corporation, certified and issued in accordance with the Company Act and relevant laws and regulations. The corporation may issue shares without printing share certificates, but shall register with the Centralized Securities Depository Enterprises first. The same applies to issuing other marketable securities.
Article 10 All transfer of stocks, creation of rights, pledge, loss, succession, gift, lose or seal, amendment of seal, change of address, or similar stock transaction conducted by shareholders of the Corporation shall follow the “Guidelines for Stock Operations for Public Companies”.
Article 11 Transfer of shares shall be suspended during the 60 days before the date of the regular shareholders’ meeting, during the 30 days before the date of a special shareholders’ meeting, or during the 5 days before the record date decided by the Corporation for distribution of dividends, bonuses, or other interests.

Chapter III Shareholders’ Meeting

Article 12 Shareholders’ meetings of the Corporation are classified into two: regular meetings and special meetings. Regular Meetings shall be convened annually within 6 months after the end of each fiscal year, and special meetings shall be called following the law when necessary.
Article 13 If a shareholder is unable to attend a shareholders’ meeting, he/she may appoint a representative to attend it on his/her behalf by providing a proxy printed by the Corporation with his/her signature or stamp declaring the authorization scope. In addition to the Article 177 of the Company Act, all related matters shall follow “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority.
Article 14 Unless otherwise provided by the Company Act, each shareholder of the Corporation is entitled to one vote for each share held.
Article 15 Except as provided in Company Act, resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting, and shareholders’ meetings may be held if the attended shareholders own more than half of the total issued and outstanding capital stock of the Company.

Chapter IV Directors and the Audit Committee

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Article 16

The Board of Directors of the Corporation shall consist of 5 to 9 Directors, the aforesaid Board of Directors shall have not less than two independent directors and not less than one-fifth of the total directors as independent directors. Directors shall be elected by adopting a candidate nomination system. The term of office for Directors shall be three years, and all Directors shall be eligible for re-election.

The total percentage of shares held by the Directors shall be subject to the requirements set by the competent authority in charge. The professional qualifications, restrictions on shareholding and concurrent holding of office, determination of independence, method of nomination and election, the exercise of power, and other compliance matters concerning independent Directors shall be subject to the requirements of the competent authority for the securities and exchange.
Article 16-1 The following relationships may not exist among more than half of the Corporation’s Directors:
A Spousal Relationship.
A Familial Relationship within the second degree of kinship.
Article 16-2 To convene a meeting of the Board of Directors, a notice of the meeting shall state the reasons for the meeting and shall be given to each Director by 7 days before the meeting, provided that a meeting may be convened at any time in case of emergency. The notice of a meeting under the preceding paragraph may be made by means of e-mail or facsimile instead of notice in hardcopy form.
Article 17 The duties of Board of the Directors are as follows:
Deliberation of business plans.
Deliberation of budgets and final accounts.
Drawing up proposals for the distribution of profits and offsetting losses.
Drawing up proposals for increases or decreases in the capital.
Approval of the plan on the significant expenditure in the capital.
Decisions on the establishment or termination of any branch, except for offices.
Drawing up proposals for amendments to the Articles of Incorporation.
Deliberation of all significant contracts and other significant matters.
Deliberation of the Corporation’s reinvestment in other enterprises or the sale of shares in reinvested enterprises.
Review of major transactions between the Corporation and its affiliated parties (including affiliated enterprises).
Appointment and removal of the General Manager, Deputy General Manager, and Department Head.
Approval of the purchase and disposal of important property and important institutional rules.
Discharge of any other powers conferred on it by law or regulation or at a shareholders' meeting.
Article 18 The Board of Directors’ meeting shall be organized by the Directors. The Directors shall elect one of their numbers as the Chairman with the approval of a majority of the Directors present at a meeting of the Board of Directors when at least two-thirds of the Directors are present.
Article 19 In case the Chairman of the Board of Directors is on leave or can not exercise his/her power and authority for any cause, the selection of any person acting for him/her shall be handled in accordance with Article 208 of the Company Act. a Director unable to be present at a meeting may appoint another Director to act at the meeting on behalf of such absent Director with

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issuing a proxy form, a Director may accept only one acting appointment per meeting.

Article 20 Except as otherwise provided in the Company Act, a meeting of the Board of Directors may be held if attended by a majority of total Directors and resolutions shall be adopted with the concurrence of the majority of the Directors present at the meeting.
Article 21 Board of Directors is authorized to determine the salary for the Chairman and Directors based on their participation in the Corporation’s operation. A Director’s contribution and the standards of the industry shall be taken into account. If the company has earnings, the remuneration shall be distributed in accordance with Article 24 of the Articles of Incorporation. The Corporation may take out liability insurance for directors concerning liabilities resulting from exercising their duties during their terms of occupancy.

Chapter V Managerial Officers

Article 22 The Corporation may have managerial officers, and their appointment, dissolution, and compensation shall be as pursuant to Article 29 of the Company Act. The company may hire consultants and significant managerial officers shall be determined by resolution of the Board of Directors.

Chapter VI Accounting

Article 23 After the end of each fiscal year, the Board of Directors shall prepare the following documents and submit them to the regular shareholders’ meeting for recognition in accordance with the procedure of the law.
Business report;
Financial Statement;
Proposals for the distribution of profits or offsetting of losses and others

Article 24 If the corporation has profits for the year, it shall allocate 5% to 15% as employee remuneration, which shall be distributed in stock or cash by the decision of the Board of Directors. The distribution may include employees of affiliated companies who meet certain conditions; The Corporation may allocate no more than 3% of the profit as remuneration to the Directors by the resolution of the Board of Directors. The distribution of employee remuneration and Director remuneration should be proposed at the shareholders' meeting. But when the Corporation still has accumulated losses, the amount to be compensated should be reserved in advance, and then employee remuneration and Director remuneration can be allocated according to the proportion mentioned in the preceding paragraph.

When there are earnings for the fiscal year, the Company shall first estimate and reserve the taxes to be paid, offset its losses in previous years, and set aside a legal capital reserve at 10% of the remaining earnings. But provided that the amount of accumulated legal capital reserve has reached the amount of the paid-in capital of the Corporation, it is optional to set aside none and set aside or reverse special capital reserve pursuant to applicable law or regulation for the rest. If there are any unappropriated earnings, combined with the accumulated unappropriated earnings, the Board of Directors shall

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prepare a distribution proposal to be submitted to the shareholders’ meeting for recognition.

Article 24-1 As part of the information industry, the Corporation is in an environment with steady growth. Taking the Corporation’s long-term business development, future funding requirement, and long-term financial plan into consideration, as well as to fulfill the need of shareholders' cash inflow demand, the Corporation mainly allocate cash dividend that may come with the partial stock dividend. The aforementioned cash dividend ratio is 50% to 100% of the total distributed dividend and the stock dividend distribution is from 0% to 50% of the total distributed dividends.

Chapter VII Supplementary Provisions

Article 25 All matters not covered by the Articles of Incorporation shall be governed by the Company Act.

Article 26 The Articles of Incorporation was adopted on 16 August 1990. The first amendment was made on 18 June 1991. The second amendment was made on 20 August 1991. The third amendment was made on 18 May 1992. The fourth amendment was made on 31 July 1995. The fifth amendment was made on 23 April 1997. The sixth amendment was made on 24 December 1997. The seventh amendment was made on 13 April 1998. The eighth amendment was made on 21 June 2000. The ninth amendment was made on 21 June 2000. The tenth amendment was made on 26 June 2001. The eleventh amendment was made on 26 June 2002. The twelfth amendment was made on 27 June 2003. The thirteenth amendment was made on 28 June 2004. The fourteenth amendment was made on 17 June 2005. The fifteenth amendment was made on 14 June 2006. The sixteenth amendment was made on 13 June 2007. The seventeenth amendment was made on 16 June 2009. The eighteenth amendment was made on 22 June 2012. The nineteenth amendment was made on 19 June 2014. The twentieth amendment was made on 16 June 2016. The twenty-first amendment was made on 22 June 2017. The twenty-second amendment was made on 29 July 2021. The Articles of Incorporation or amendments are made after approval by the competent authority.

Biostar Microtech Int’l Corp. Chairman: Ming-Yi Wang

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Appendix 3

Biostar Microtech Int’l Corp.

Rules of Procedures for Shareholders’ Meeting

Approved at the shareholder's special meeting on 24 December 1997 Amendment approved at the shareholders’ regular meeting on 26 June 2002 Amendment approved at the shareholders’ regular meeting on 29 July 2021

Article 1 Unless otherwise provided by the Company Act or the Articles of Incorporation of
the Company, the proceeding of the Shareholders’ Meeting of the Company (the “Meeting”) shall be conducted following these Rules.
Article 2 Shareholders attending the Meeting shall carry the attendance certification and submit the attendance card for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.
Attendance at the Meeting shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and submitted sign-in cards, plus the number of shares of which voting rights are exercised by correspondence or electronically.
Article 3 Attendance and voting at the Meeting shall be calculated based on the number of shares.
Article 4 The Meeting shall be held at the location of the Company or otherwise at a place convenient for the shareholders to attend and suitable for holding the Meeting, which shall start at a time not earlier than 9:00 A.M. and not later than 3:00 P.M.
Article 5 The Chairman of the Board of Directors shall be the Chairman presiding at the Meeting in the case that the Meeting is convened by the Board of Directors. If, for any reason, the Chairman of the Board of Directors cannot preside at the Meeting, the Chairman shall appoint one of the Directors to act in his/her place, if the Chairman of the Board of Directors does not appoint one, the Directors should elect one person as the Chairman from amongst themselves. If the Meeting is convened by any other person entitled to convene the Meeting but is not a Director, such person shall be the Chairman to preside at the Meeting. If more than one person entitled to convene the Meeting is present, they should elect one as the Chairman from amongst themselves.
Article 6 The Company may appoint designated counsel, CPA, or other related persons to attend the Meeting. Persons handling affairs of the Meeting shall be wearing

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identification cards or armbands.

Article 7 The Corporation shall make an uninterrupted audio and video recording of the proceeding of the Meeting, which shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 8 The Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet reached more than one-half of the outstanding shares at the scheduled time for the Meeting, the Chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and the Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted, but the shareholders present at the Meeting represent more than one-third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act. If, during the process of the Meeting, the number of outstanding shares represented by the shareholders present becomes more than one-half of the outstanding shares, the Chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act.
Article 9 If the Meeting is convened by the Board of Directors, the Meeting’s agenda shall be determined by the Board of Directors, and the Meeting shall proceed in the determined order of the agenda, which may not be changed unless by resolution of the Meeting. The provisions of the preceding paragraphs shall apply mutatis mutandis when a Meeting is convened by any person, other than the Board of Directors, who is entitled to convene such a meeting. The Chairman may not declare the Meeting adjourned prior to completion of deliberation on the Meeting’s agenda of the preceding paragraphs (including extraordinary motions), except by a resolution of the Meeting. After the Meeting had been declared adjourned, shareholders shall not elect another Chairman to continue the Meeting at the same location or any other location.
Article 10 When a shareholder present at the Meeting wishes to speak, a speech note should first be filled out with the summary of the speech, the shareholder's number (or the number of his/her Attendance Card), and the name of the shareholder. The sequence of speech by shareholders should be decided by the Chairman. If any shareholder present at the Meeting submits a speech note but does not speak, no speech should be deemed to have been made by such shareholder. In cases where the contents of the speech of a shareholder are inconsistent with the contents of

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the speech note, the contents of the actual speech shall prevail. Unless otherwise permitted by the Chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders, and the Chairman shall stop such interruption attempts.

Article 11 Except with the consent of the Chairman, a shareholder may not speak more than twice on the same agenda item, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the Chairman may stop the speech.
Article 12 When a juristic person is appointed to attend as a proxy, it may designate only one person to represent it in the Meeting. When a juristic person shareholder appoints two or more representatives to attend the Meeting, only one of the agenda item representatives may speak on the same agenda item.
Article 13 After an attending shareholder has spoken, the Chairman may respond in person or direct relevant personnel to respond.
Article 14 When the Chairman believes that a proposal has been sufficiently discussed to be put to a vote, the Chairman may announce the discussion closed and call for a vote.
Article 15 The vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairman, provided that all monitoring personnel shall be shareholders of the Company. The results shall be announced on-site at the meeting, and a record shall be made.
Article 16 When the Meeting is in progress, the Chairman may announce a break based on time considerations.
Article 17 Except as otherwise provided in the Company Act and the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, the votes shall be cast by the shareholders. After the conclusion of the Meeting, on the same day it is held, the results for each proposal, based on the number of votes for agreement or disagreement and the number of abstentions, shall be entered into the MOPS.
Article 18 When there is an amendment or an alternative to a proposal, the Chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When anyone among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 19 The Chairman may direct the proctors or security personnel to help maintain order

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at the Meeting’s venue. When proctors or security personnel help maintain order at the Meeting’s venue, they shall wear an identification card or armband bearing the word "Proctor."

Article 20 (deleted)

Article 21 These Rules, and any amendment hereto, shall take force after approval at a Meeting.

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Appendix 4

Biostar Microtech Int’l Corp.

Shareholding Status of All Directors

Record Date: April 23, 2023

Title	Name	Date of appointme nt	Terms	Number of shares owned when appointed	Number of shares owned when appointed	The number of shares owned recorded in the shareholders’ register as of the book closure date	The number of shares owned recorded in the shareholders’ register as of the book closure date
				Shares	Percent age	Shares	Percent age
Chairman	Ming-Yi Wang	July 29, 2021	3 Years	6,997,958	3.93%	6,997,958	3.93%
Director	Ming-Cheng Wang	July 29, 2021	3 Years	6,409,433	3.60%	6,409,433	3.60%
Director	Wen-Shone Shiau	July 29, 2021	3 Years	`－`	`－`	`－`	`－`
Director	Tsung-Hui Tsai	July 29, 2021	3 Years	10,464	0.01%	5,464	`－`
Independent Director	Tswen-Gwo Wang	July 29, 2021	3 Years	`－`	`－`	`－`	`－`
Independent Director	Wen-Hsiung Chan	July 29, 2021	3 Years	`－`	`－`	`－`	`－`
Independent Director	Pao-Chin Chuang	July 29, 2021	3 Years	`－`	`－`	`－`	`－`

Note: 1. Paid in Capital of the company is NT$ 1,781,000,000 and the total issued shares is 178,100,000 shares as of the book closure date for the regular shareholders’ meeting.

The minimum number of shares required to be held by the entire body of Directors in accordance with Article 26 of the Securities and Exchange Act: 10,686,000 shares.

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Appendix 5

Explanation of the handling of proposals submitted by shareholders for the 2023 Regular Shareholders' Meeting

Shareholders holding one percent(1%) or more of the total number of outstanding shares of the Company may submit a proposal to the company for discussion at a regular shareholders’ meeting, provided that only one matter is allowed in a proposal, and the content of a proposal shall be limited to not more than three hundred words. Any proposal not following the above-mentioned rules shall not be included in the agenda of the shareholders’ meeting.
The Company provided the public notice announcing on the MOPS in accordance with the law, the period of accepting proposals is between April 14, 2023, and April 24, 2023 (for those sent via registered mail, acceptance will be considered based on the time of delivery).
The company has not received any proposal from the shareholders.

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AI assistant

BIOSTAR — AGM Information 2023

52055_rns_2023-07-03_f4c44bbd-ee90-4eba-8bd8-6f7bdcb99f64.pdf

Table of Contents

Biostar Microtech Int’l Corp.

Meeting Procedure for the 2023 Regular Shareholders’ Meeting

Biostar Microtech Int’l Corp.

Meeting Agenda for the 2023 Regular Shareholders’ Meeting

Date and time: 9:00 A.M., Wednesday, June 21, 2023

I. Call Meeting to Order

II. Chairman’s Address

III. Report Items

IV. Ratifications Items

V. Extempore Motion

VI. Meeting Adjourned

Report Items

1. 2022 Business Report

1. Business Result of 2022

(3) Analysis of Receipts and Expenditures

(4) Analysis of Profitability

(5) Overview of Research and Development

Computer Motherboard

Industrial PC

VGA and SSD

2. Summary of 2023 Business Plan

Computer Motherboard

Industrial PC

VGA and SSD

Ratifications Items

Extempore Motion Meeting Adjourned.

Appendix 1

INDEPENDENT AUDITORS’ REPOR

Opinion

Basis for Opinion

Key Audit Matters

Other Matter

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

BIOSTAR MICROTECH INT'L CORP.

BALANCE SHEETS DECEMBER 31, 2022 AND 2021

BIOSTAR MICROTECH INT'L CORP.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

BIOSTAR MICROTECH INT'L CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

BIOSTAR MICROTECH INT'L CORP.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

BIOSTAR MICROTECH INT'L CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Other Matter

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

BALANCE SHEETS DECEMBER 31, 2022 AND 2021

BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Biostar Microtech Int’l Corp.

Articles of Incorporation

Chapter I General Provision

Chapter II Shares

Chapter III Shareholders’ Meeting

Chapter IV Directors and the Audit Committee

Chapter V Managerial Officers

Chapter VI Accounting

Chapter VII Supplementary Provisions

BIOSTAR AGM Information 2023