Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

COSMO AGM Information 2026

May 22, 2026

52104_rns_2026-05-22_7941626a-ace0-4e99-9b39-b41e8939a90b.pdf

AGM Information

Open in viewer

Opens in your device viewer

Stock Code: 2466

Cosmo Electronics Corporation

2026 Annual Shareholders' Meeting Meeting Handbook

MEETING TIME: June 26, 2026

Notice to readers

This English version handbook is a summary translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.


Contents

I. Meeting Procedures...1
II. Meeting Agenda...2
1. Report Items...3
2. Acknowledgement Items...8
3. Discussion Items...9
4. Other Business and Special Motions...10
III. Attachment
1. 2025 Annual Business Report...11
2. Audit Committee’s Review Report of 2025...14
3. 2025 CPA Audit Report and Individual Financial Statements...15
4. 2025 CPA Audit Report and Consolidated Financial Statements...24
5. 2025 Earnings Distribution Statement...33
6. Private Placement Securities Data Sheet...34
7. Report on Significant Related Party Transactions...35
8. Articles of Incorporation Amendment Comparison Table...37
9. Rules of Procedure for Shareholders' Meetings Amendment Comparison Table...39
10. Plan for Private Placement of Common Stock for Cash...41
IV. Appendix
1. Rules of Procedure for Shareholders’ Meeting (Current Provision)...43
2. Articles of Incorporation (Current Provision)...55
3. Shareholding of Directors...60


1

Cosmo Electronics Corporation
Procedure for the 2026 Annual Meeting
of Shareholders

I. Total shares represented by shareholders present in person

II. Call the Meeting to Order

III. Chairperson Remarks

IV. Report Items

V. Acknowledgement Items

VI. Discussion Items

VII. Other Business and Special Motions

VIII. Adjournment


2

Cosmo Electronics Corporation 2026
Annual Shareholders’ Meeting
Meeting Agenda

Type of Meeting : Physical Meeting

Time : 9:00 a.m., June 26, 2026

Place : 2F., No. 916, Sec. 2, Yongxing Rd., Dongshan Township, Yilan County 269, Taiwan (R.O.C.) (Guangxing Community Center)

I. Chairperson Remarks

II. Report Items

(1) The Business Report for Fiscal Year 2025.
(2) The Audit Committee's Review Report on the Company's Business Report and Financial Statements for Fiscal Year 2025.
(3) Report on the Distribution of 2025 Remuneration for Directors and Employees.
(4) Annual Report of director compensation for fiscal year 2025.
(5) Status Report on the Private Placement of Common Stock for Fiscal Year 2025.
(6) Status Report on Material Related Party Transactions for Fiscal Year 2025.

III. Acknowledgement Items

(1) The Business Report and Financial Statements for Fiscal Year 2025.
(2) Proposal for the Distribution of 2025 Fiscal Year Earning.

IV. Discussion Items

(1) Amendment to the Articles of Incorporation.
(2) Amendment to the Rules of Procedure for Shareholders’ Meetings.
(3) Proposal for a Private Placement of Common Stock by the Company.

V. Other Business and Special Motions

VI. Adjournment


Report Items

  1. The Business Report for Fiscal Year 2025.

Explanation: The 2025 Business Report is as Attachment 1. [page 11-13].

  1. The Audit Committee's Review Report on the Company's Business Report and financial Statements for Fiscal Year 2025

Explanation: Audit Committee’s Review Report is as Attachment 2. [page 14].

  1. Report on the Distribution of 2025 Remuneration for Directors and Employees.

Explanation: The 2025 profit is NT $137,592,923. The 5% of the profit shall be allocated for the employees’ bonus which is NT $6,879,646 and 1% of that will be for the Board of Directors’ remuneration which is NT $1,375,929 those were paid in cash.

  1. Annual Report of director compensation for Fiscal Year 2025.

Explanation:

  1. The remuneration policies, standard and structure which paid to the directors, independent directors are based on the responsibilities, risks and time devotion which are:

(1) Remuneration policies, standard and packages:

A. The independent directors of the Company receive fixed compensation and no other compensation.

B. Directors who are involved in the Company’s business affairs are paid monthly in accordance with the Company’s salary plan, regardless of profit or loss.

C. The compensation of directors and supervisors is appropriated according to the business performance of the Company in the year and the stipulated percentage in Article 19 of the Articles of Incorporation, which stipulate that: “From the profit earned by the Company as shown through the annual account closing, not more than 3% of the gross profit shall be taken for directors’ and supervisors’ compensation, provided that the amount of accumulated loss, if any, be first withheld.”

(2) Procedures for setting compensation:

A. Compensation for President and Vice President consists of salary and bonus. Salary is paid with reference to industry standards, title, rank, education, professional ability and responsibilities, and is based on the scope of authority and responsibility of the position within the Company and its contribution to the Company’s operating objectives and performance. The bonus is based on the performance evaluation items


of managerial personnel, which include financial indicators (such as the achievement rate of the Company’s revenue, profit before tax and profit after tax) and non-financial indicators (such as the preservation and management of assets, quality control of production, and significant deficiencies in compliance with laws and regulations and operational risks of the departments under the management).

B. The compensation of directors, supervisors and managers shall be evaluated and set by the Compensation Committee of the Company on a regular basis and approved by the Board of Directors, in addition to the provisions of the Company’s Articles of Incorporation.

(3) Correlation of operating performance and future risks:

A. The bonus and compensation of directors, supervisors, and managers take into account the Company’s operating objectives and financial condition, as well as their professional competence and responsibilities.

B. Important decisions by the Company’s management are made after weighing various risk factors. The performance of these important decisions is reflected in the Company’s profitability, which in turn is related to the management’s compensation, i.e., the compensation of the Company’s directors, supervisors and managers is related to the performance of future risk management.

C. To regularly evaluate managers' bonuses based on their level of involvement in the company's operations and individual performance contributions, the company follows its "Performance Appraisal Management Procedures." The evaluation criteria include Operational Planning and Adaptive Judgment Indicators (e.g., overall management capabilities, operation and market analysis, and achievement rate of operating profits) as well as Management and Leadership Indicators (e.g., asset preservation and management, production quality control, and any material deficiencies in legal compliance or operational risk within their respective departments). Reasonable remuneration is provided based on these evaluations, and the "Performance Appraisal Management Procedures" are reviewed timely in accordance with actual business conditions and relevant laws and regulations.

4


  1. Remuneration paid during the most recent fiscal year to directors
Title Name Compensation Ratio of Total Compensation (A+B+C+D) to Net Income (%) Relevant Compensation Received by Directors Who are Also Employees Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%)
Base Compensation (A) Severance Pay (B) Directors Compensation (C) Allowances (D) Salary, Bonuses, and Allowances (E) Severance Pay (F) Employee Compensation (G) Compensation from ventures other than subsidiaries or from the parent company Remarks
The company All companies in the consolidated financial statements The company All companies in the consolidated financial statements The company All companies in the consolidated financial statements The company All companies in the consolidated financial statements The company All companies in the consolidated financial statements The company All companies in the consolidated financial statements The company All companies in the consolidated financial statements The company All companies in the consolidated financial statements The company All companies in the consolidated financial statements
Cash Stock Cash Stock
Chairperson DIGICROWN TECHNOLOGIES LTD. (Representative: Hsieh Shu-chuan) 0 0 0 0 0 0 0 0 0.00% 0 0.00% 0 0 0 0 0 0 0 0 0.00% 0 0.00% 0
Director & President Bank SinoPac as Custodian for Fine Asia Int'l Ltd. Investment Account (Representative: Huang Tsung-Shan) 0 0 0 0 0 0 0 0 0.00% 0 0.00% 2,589 2,589 108 108 0 0 0 0 1,480 3.49% 1,480 3.49% 0
Director, CFO, & Corporate Governance Officer DIGICROWN TECHNOLOGIES LTD. (Representative: Lu Hsiao Hsuan) 0 0 0 0 0 0 0 0 0.00% 0 0.00% 1,405 1,405 75 75 0 0 0 0 1,480 3.49% 1,480 3.49% 0 Note2
Director & Vice President DIGICROWN TECHNOLOGIES LTD. (Representative: Ho Wei-chuan) 0 0 0 0 0 0 0 0 0.00% 0 0.00% 645 645 28 28 0 0 0 0 673 1.59% 673 1.59% 0 Note3
Director DIGICROWN TECHNOLOGIES LTD. (Representative: Liao Bo-Ya) 0 0 0 0 0 0 0 0 0.00% 0 0.00% 0 0 0 0 0 0 0 0 0.00% 0 0.00% 0 Note3 - 7
Director DIGICROWN TECHNOLOGIES LTD. (Representative: Chen Shin-Chang) 0 0 0 0 0 0 0 0 0.00% 0 0.00% 0 0 0 0 0 0 0 0 0.00% 0 0.00% 0 Note7
Director DIGICROWN TECHNOLOGIES LTD. (Representative: Chang Chia-Hao) 0 0 0 0 0 0 0 0 0.00% 0 0.00% 205 205 3 3 0 0 0 0 208 0.49% 208 0.49% 0 2
Director Bank SinoPac as Custodian for Fine Asia Int'l Ltd. Investment Account (Representative: Jhou Guang-Yu) 0 0 0 0 0 0 0 0 0.00% 0 0.00% 0 0 0 0 0 0 0 0 0.00% 0 0.00% 0 Note5 - 6

Director & Vice President Bank SinoPac as Custodian for Fine Asia Int'l Ltd. Investment Account (Representative: Liu Chin-mu) 0 0 0 0 0 0 0 0 0 0.00% 0 0.00% 0 0 0 0 0 0 0 0 0.00% 0 0.00% 0 Note4
Director & Assistant Vice President Bank SinoPac as Custodian for Fine Asia Int'l Ltd. Investment Account (Representative: Chen,Jia-Jhan) 0 0 0 0 0 0 0 0 0 0.00% 0 0.00% 0 0 0 0 0 0 0 0 0.00% 0 0.00% 0 Note6
Director Bank SinoPac as Custodian for Fine Asia Int'l Ltd. Investment Account (Representative: Lin Jui-Tang) 36 36 0 0 0 0 0 0 36 0.09% 36 0.09% 0 0 0 0 0 0 0 36 0.09% 36 0.09% 0 Note4
Director & Vice President & Corporate Governance Officer Bank SinoPac as Custodian for Fine Asia Int'l Ltd. Investment Account (Representative: Lee Chih-chin) 0 0 0 0 0 0 0 0 0 0.00% 0 0.00% 987 987 0 0 0 0 0 987 2.33% 987 2.33% 0 Note5
Independent director Jhong Yu-Ru 432 432 0 0 0 0 0 0 432 1.02% 432 1.02% 0 0 0 0 0 0 0 432 1.02% 432 1.02% 0
Independent director Jhu Rong-Chen 432 432 0 0 0 0 0 0 432 1.02% 432 1.02% 0 0 0 0 0 0 0 432 1.02% 432 1.02% 0
Independent director Cai Wan-Ling 432 432 0 0 0 0 0 0 432 1.02% 432 1.02% 0 0 0 0 0 0 0 432 1.02% 432 1.02% 0

Description:
Note: 1. The compensation to directors and supervisors and the compensation to employees for the year 2025 have been approved by the board of directors on March 12, 2026, and the amount of $1,375,9291 has been.
2. DIGICROWN TECHNOLOGIES LTD. changed its representative from Chang Chia-Hao to Lu Hsiao Hsuan on January 17,2025.
3. DIGICROWN TECHNOLOGIES LTD. changed its representative from Ho Wei-chuan to Liao Bo-Ya on May 21,2025.
4. Bank SinoPac as Custodian for Fine Asia Int'l Ltd. Investment Account changed its representative from Liu Chin-mu to Lin Jui-Tang on January 17,2025.
5. Bank SinoPac as Custodian for Fine Asia Int'l Ltd. Investment Account changed its representative from Lee Chih-chin to Jhou Guang-Yu on September 9,2025.
6. Bank SinoPac as Custodian for Fine Asia Int'l Ltd. Investment Account changed its representative from Jhou Guang-Yu to Chen,Jia-Jhan on March 9,2026
7. DIGICROWN TECHNOLOGIES LTD. changed its representative from Liao Bo-Ya to Chen Shin-Chang on March 9,2026.


  1. Private placement of common stocks management report for fiscal year 2025.

Explanation:
1. Pursuant to the "Directions for Public Companies Concerning Private Placement of Securities," public companies shall report the status of private placements to the shareholders' meeting to ensure that shareholders are duly informed.
2. For details regarding the private placement, please refer to Attachment 6 (page 34).

  1. Report on Material Related Party Transactions for Fiscal Year 2025.

Explanation:
1. For the implementation status of the Company's material related party transactions for fiscal year 2025, please refer to Attachment 7 (page 35-36).

7


8

Acknowledgement Items

Acknowledgement No.1

The business report and financial statements for fiscal year 2025. (Proposed by the Board of Directors)

Explanation:

  1. The company's 2025 annual business report and individual financial statements and consolidated financial statements have been viewed by the accountants Mr. Lee Ting-Yi and Mr. Chen Yu-Hsun of HLB Candor Taiwan CPAs, and together with 2025 Annual Business Report have sent and reviewed by the Audit Committee.
  2. Please refer to Attachment 1 (pages 11-13), Attachment 3, and Attachment 4 (pages 24-32) for the aforementioned financial statements, which are hereby submitted for approval.

Resolution:

Acknowledgement No.2

Proposal for Earnings Distribution for Fiscal Year 2025. (Proposed by the Board of Directors)

Explanation:

  1. The proposal for earnings distribution for fiscal year 2025 has been approved by the Board of Directors and subsequently reviewed by the Audit Committee.
  2. Please refer to Attachment 5 (page 33) for the 2025 Earnings Distribution Statement, which is hereby submitted for approval.
  3. After setting aside the legal special reserve from the current year's earnings in accordance with the law, there is no remaining surplus available for distribution. Accordingly, it is proposed that no earnings distribution be made.

Resolution:


9

Discussion Items

Discussion No.1

Proposal for Amendments to Certain Articles of the “Article of Incorporation”.

(Proposed by the Board of Directors)

Explanation:

  1. To refine the Company’s Articles of Incorporation and adjust the percentage of employees' compensation, certain provisions of Articles 13-1 and 19 have been amended.
  2. A comparison table of the proposed amendments to the "Articles of Incorporation" is attached as Attachment 8 (page 37). This proposal is hereby submitted for discussion.

Resolution:

Discussion No.2

Proposal for Amendments to Certain Articles of the "Rules of Procedure for Shareholders' Meetings. (Proposed by the Board of Directors)

Explanation:

  1. To comply with the "Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies," certain articles of the "Rules of Procedure for Shareholders' Meetings" are hereby amended.
  2. A comparison table of the proposed amendments to the "Rules of Procedure for Shareholders' Meetings" is attached as Attachment 8 (pages 39-40). This proposal is hereby submitted for discussion.

Resolution:

Discussion No.3

The proposal for the private placement of common stock by the Company is hereby submitted for discussion. (Proposed by the Board of Directors)

Explanation:

  1. To strengthen long-term partnerships with strategic partners and enhance corporate

competitiveness, the Company intends to request the Shareholders' Meeting to authorize the Board of Directors to conduct a private placement of common stock for cash at an appropriate time. The total number of stock issued shall not exceed 20,000,000. For the private placement plan details, please refer to Attachment 10 (pages 41-42).

  1. There has been no material change in the Company’s management control within one year prior to the Board of Directors' resolution to conduct this private placement. Furthermore, as this private placement will involve multiple subscribers and limit their respective subscription ratios, it will not result in a transfer or change in management control. The private placement will be limited to strategic investors to enrich working capital and enhance operating performance; such an action is both necessary and reasonable, will not affect shareholders' equity, and therefore should not require additional evaluation by a securities underwriter.

  2. It is hereby presented for discussion

Resolution:

Other Business and Special Motions

Adjournment

10


Attachment 1

2025 Annual Business Report

(This document is prepared in accordance with the Chinese version and is for reference only. In the event of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.)

  1. Business Policy

(1) Optoelectronics Business Unit

As a leading manufacturer specializing in optocouplers and relays, we pride ourselves on our organizational agility, allowing us to respond swiftly to market dynamics and make decisive strategic moves. Our primary target markets include large-scale end users and distributors with extensive networks who require comprehensive product specifications but may lack in-house design capabilities. To meet these needs, we offer both a complete range of standard products and customized services tailored to specific client requirements.

Leveraging our core technologies and aligning with the industry trend toward miniaturization (thinner, lighter, and more compact designs), we are committed to proactive R&D and continuous quality improvement to maintain our competitive edge.

To optimize our global operations, we have established production facilities in Indonesia to achieve cost efficiencies. Furthermore, we are enhancing profitability by integrating advanced manufacturing processes for high-end products, optimizing our product mix, and increasing the sales proportion of high-margin solutions.

Moving forward, we are aggressively expanding our footprint in key sectors, including industrial automation, AI, automotive electronics, and 5G infrastructure, to seize emerging market opportunities..

(2) LED Lighting Business Unit

Our company specializes in the manufacturing and distribution of LED decorative lighting and illumination sources. Through years of dedicated cultivation in the industry, we have established a strong presence in the North American market, with our products retailing at major chain stores such as Walmart, Home Depot, Meijer, and Michaels.

In recent years, the decorative lighting market has seen a complete transition from traditional tungsten filaments to LED technology. To stay ahead, we are committed to maintaining superior quality while proactively investing in R&D. Our goal is to sharpen our competitive edge and expand our client base, with a strategic objective of securing at least one new major retail chain partnership annually to drive sales growth and market share.

Our current range of decorative lighting solutions offers versatile applications, including display requirements, lightbox advertising, large-scale billboards, reflective accessories, footwear lighting, and gift packaging. Furthermore, our products are widely utilized for environmental enhancement in residential plazas, tourist attractions, and landscape architecture.

(3) Renewable Energy Business Unit

Driven by the biofuel development, energy security and independent and carbon dioxide reduction, the clean energy department will contribute to the effective energy development and will be a future trend with its advantages and niche.

(4) Indonesia Development District

The Sukabumi Cikembar Industrial Zone covers a total development area of 161 hectares, strategically divided into four primary sectors: 20.4 hectares for commercial use, 83.7 hectares for industrial facilities, 11.3 hectares for residential areas, and 45.6 hectares dedicated to public infrastructure, roads, and green spaces.

Phase I is currently under development with a total area of 50 hectares, comprising 40 hectares of industrial land and additional green zones. The primary construction window for Phase I is scheduled from Q1 2025 to Q4 2026.

11


Development of Phases II and III (comprising further industrial, commercial, residential, and green areas) will continue in parallel. Official large-scale investment promotion and sales are set to launch in Q2 2026.

(5) AI Computing Business Unit

Leveraging its deep-rooted partnerships and professional execution capabilities established over the long term with world-leading computing platform providers (such as Supermicro and GIGABYTE), the company serves as a high-value-added professional distributor and solutions collaborator.

By maintaining a precise grasp of the upstream supply chain and product specifications, the AI Computing Business Unit does more than just provide market-competitive servers and AI computing solutions; it delivers integrated services and in-depth technical support to satisfy the complex high-performance computing configuration requirements of downstream AI data center clients.

(6) Optical Communications Business Unit

Building on years of experience in optoelectronic component R&D and manufacturing, and in response to the growing market emphasis on the "Non-Red Supply Chain," the company has established an advanced production line for optical fiber connectivity products (such as optical transceivers) at its Yilan facility. This production line focuses on the manufacturing of critical optical communication products that support next-generation data centers, high-speed telecommunications, and optical interconnect infrastructure.

2. Important production and marketing policies

(1) Marketing strategy:

(I) Improving the quality of services and sales network through the expansion of regional distributors and agents.

(II) Being able to promote products to the market, expand the business scope, raise the visibility of new products and follow current market trends by participating in international expositions or through brand/product advertising.

(III) Adjust the sale ratio in Asia region from 80% to 60% and increase European market development for operating risk diversification

(2) Production strategy:

(I) Executing effective production management, enhancing product quality, improving production yield and increasing product reliability.

(II) Mastering key technology, increasing efficiency in automation, shortening production period, raising productivity and reducing the cost to make more profits.

(III) Increasing the knowledge and ability of our staff to meet the needs of customer services. Providing positive and efficient services to build customer loyalty.

(IV) Building manufacturing facilities in Indonesia for its stable workforce and reasonable salary to reduce manufacturing costs.

(3) Product orientation:

(I) Developing new product specifications under existing product lines, increasing the value of our products in relation to the development of technologies, and making continuous efforts to reduce costs to improve the ability in the competition and raise the market share of our products.

(II) Applying the latest technique to the specifications of products that are not only in high demand but also in our customers' needs to improve the development of customized OEM products.

(III) Investing in new product developments which relate to the latest technique. Develop and innovate new products to diversify the Company's product portfolio. Improving sales performance and enhancing brand popularity.

(IV) Upgrading equipment to manufacture high-end products, improve production efficiency and increase production yield and profitability.

(V) Developing marketing strategy in relation to industrial automation systems, Artificial Intelligence, automotive electronic parts and 5th-generation mobile networks.

3. Revenue Performance :FY2025 vs. FY2024 Comparison


For the fiscal year 2025, the Company's net operating revenue was NT$949,054 thousand, with operating costs of NT$944,320 thousand and operating expenses of NT$288,620 thousand. Non-operating income totaled NT$372,716 thousand, and income tax expense was NT$46,401 thousand. After offsetting income and expenses, the net profit after tax for the period was NT$42,429 thousand. This represents a 246.52% increase in net profit compared to the net loss after tax of NT$28,958 thousand in fiscal year 2024, primarily due to an increase in other gains and losses.

Unit: NT$ thousands

Item Actual amount in FY2024 Actual amount in FY2025 (%)
Operating revenues 1,107,072 949,054 -14.27%
Operating costs 969,123 944,320 -2.56%
Operating expenses 280,863 288,620 2.76%
Net operating gain (142,914) (283,886) -98.64%
Net non-operating revenues and expenses 129,593 372,716 187.61%
Net income after tax (28,958) 42,429 246.52%

4. Analysis of financial income and expenses and profitability

Unit: NT$ thousands

Item Actual amount in FY2024 Actual amount in FY2025
Financial income and expenses Operating profit (142,914) (283,886)
Net non-operating income and expenses 129,593 372,716
Profit before tax (13,321) 88,830
Profit after tax (28,958) 42,429
Profitability Return on assets (%) 0.92 0.99
Return on equity (%) -1.50 2.13
Ratio to capital stock (%) Operating (loss) income -8.33 -16.37
Profit before tax -0.77 5.12
Profit margin (%) -2.62 4.47
Earnings per share (NT$) -0.17 0.25

Chairman: Hsieh Shu-chuan / General Manager: Huang Tsung-Shan / Accounting Supervisor: Lu Hsiao-Hsuan


Attachment 2

Audit Committee's review report of 2025

Audit Committee's Review Report of Cosmo Electronics Corporation

The 2025 Business Report, Financial Statements, and Proposal for Earnings Distribution have been approved by the Audit Committee and resolved by the Board of Directors. The Financial Statements were audited and certified by public accountants, Mr. Lee Ting-Yi and Mr. Chen Yu-Hsun of HLB Candor Taiwan CPAs. The Audit Committee has reviewed the aforementioned Business Report, Financial Statements, and Proposal for Earnings Distribution and found no discrepancies. Therefore, this report is hereby prepared and submitted for your inspection in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Cosmo Electronics Corporation 2026 Shareholders' Meeting

Audit Committee Convener : Jhong Yu-Ru

March 12,2026

14


Attachment 3

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of Cosmo Electronics Corporation

Opinion

We have audited the accompanying parent company only financial statements of Cosmo Electronics Corporation, which comprise parent company only balance sheets as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of Cosmo Electronics Corporation as of December 31, 2025 and 2024, 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 of the parent company only financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, and auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Cosmo Electronics Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. We determined that the following matters should be communicated as key audit matters in the audit report:

Valuation of inventory

Please refer to Note 4(7) for the description of accounting policy on inventory valuation. Please refer to Note 5(1) for accounting estimates and assumption uncertainty in relation to inventory valuation. Please refer to Note 6(4) for details of inventory.

Cosmo Electronics Corporation have a higher risk of inventory market value decline since technology evolution affecting the market value and the possibility of inputs for obsolete products.

As the evaluation of inventory requires critical judgement and the amount of inventory is significant, we consider the valuation of inventory a key audit matter.

We performed the following audit procedures in respect of the above key audit matter:

  1. Obtained the policies of inventory valuation and determined whether the policies have been applied consistently.
  2. Inspected and performed annual physical count to evaluate whether management identifies and controls obsolete inventories effectively.
  3. Validated whether the logic of inventory aging reports used for valuation has been applied adequately in order to ensure the information of consolidated financial statement would be aligned with policies.
  4. Evaluated and calculated to supporting documents of inventory losses providing from aging over a certain period, and discussed with management the accuracy.
  5. Sampled the sources of market value for recalculation of net realization value.

Assessment the fair value of investment property

Please refer to Note 4(11) for the description of accounting policy on investment property. Please refer to Note 5(2) for

15


accounting estimates and assumption uncertainty in relation to investment property. Please refer to Note 6(9) for details of investment property.

Cosmo Electronics Corporation held investment property to earn rent incomes from lease. The investment property was measured subsequently using the fair value model. The fair value was based on appraisal report issued by external valuers.

As the evaluation of the fair value requires future prediction and the assumptions are unobservable inputs and highly uncertainty as well as the amount of valuation is significant, we consider the valuation of investment property a key audit matter.

We performed the following audit procedures in respect of the above key audit matter:

  1. Evaluated whether valuers and appraisal firms were engaged by Cosmo Electronics Corporation were qualified and independent.
  2. Reviewed the appraisal report issued by the valuer and checked valuation approach to comply with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
  3. For the investment property evaluated by the income approach, evaluated the valuer's rationality of the future cash flow of Cosmo Electronics Corporation, and compared the rent used in the valuation approach with the lease agreement signed at present.
  4. For the investment property evaluated by land development analysis method, examined the prices of various comparison targets used, and compared them with the prices of similar assets available from public information.
  5. Evaluated the correctness of the model calculation, and confirmed that the recognized amount is consistent with the appraisal report.

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

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

In preparing the parent company only financial statements, management is responsible for assessing the Cosmo Electronics Corporation'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 Cosmo Electronics Corporation or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing Cosmo Electronics Corporation's financial reporting process.

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

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

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

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

16


in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Cosmo Electronics Corporation’s internal control.

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

  2. 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 Cosmo Electronics Corporation’s ability to continue as a going concern. If we conclude that material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Cosmo Electronics Corporation to cease to continue as a going concern.

  3. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  4. Obtain sufficient appropriate audit evidence regarding the parent company only financial information of the entities or business activities within Cosmo Electronics Corporation to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025 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.

Lee, Ting Yi
Chen, Yu Hsun
For and on behalf of Candor Taiwan CPAs
March 12, 2026

Notice to Readers

The accompanying the parent company only financial statements are intended only to present to financial position and 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 parent company only financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any 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 parent company only financial statements shall prevail.

17


COSMO ELECTRONICS CORPORATION

PARENT COMPANY ONLY

BALANCE SHEET

DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash and cash equivalents $ 53,679 1 $ 20,658 1
1136 Financial assets at amortized cost-current 4(6), 6(2) and 8 19,492 1 30,285
1170 Accounts receivable, net 4(6) and 6(3) 6,227 - 37,902
1180 Accounts receivable from related parties 4(6), 6(3) and 7 61,273 1 16,497
1200 Other receivables 4(6) 550 - 719
1210 Other receivables from related parties 4(6) and 7 390,381 10 534
1220 Current income tax assets 4(18) and 6(17) 284 - 273
130X Inventories 4(7), 5(1) and 6(4) 40,954 1 194,033
1410 Prepayments 8,806 - 5,953
1460 Non-current assets held for sale 4(8), 6(7) and 8 45,967 1 -
1470 Other current assets 3,904 - 141
11XX Total current assets 631,517 15 306,995
Non-current assets
1535 Financial assets at amortized cost-non current 4(6), 6(2) and 8 4,532 - 4,482
1550 Investments accounted for under the equity method 4(9) and 6(5) 3,041,301 74 2,911,691
1600 Property, plant and equipment 4(10), (13), 6(7) and 8 296,601 8 489,226
1760 Investment property, net 4(11), 5(2), 6(9) and 8 98,017 2 95,139
1780 Intangible assets 4(12) and (13) 2,076 - 2,193
1840 Deferred income tax assets 4(18) and 6(17) 12,711 1 16,579
1915 Prepayments for equipment 144 - 1,023
1975 Net defined benefit assets-non current 4(17) and 6(13) - - 32,707
1990 Other non-current assets 537 - 254
15XX Total non-current assets 3,455,919 85 3,553,294
1XXX Total assets $ 4,087,436 100 $ 3,860,289
Current liabilities
2100 Short-term borrowings 4(15) and 6(10) $ 391,400 10 $ 408,000
2110 Short-term bills payable 6(10) - - 29,971
2130 Contract liabilities 6(15) and 7 1,302 - 61,630
2170 Accounts payable 6(11) 4,502 - 54,296
2180 Accounts payable to related parties 7 24,527 1 50,023
2200 Other payables 33,492 1 53,038
2220 Other payables to related parties 7 12,275 - 116,420
2320 Long-term liabilities-current portion 4(15) and 6(12) 151,116 4 607,656
2399 Other current liabilities 859 - 2,404
21XX Total current liabilities 619,473 16 1,383,438
Non-current liabilities
2540 Long-term borrowings 4(15), 6(12) and 7 756,525 19 230,078
2570 Deferred income tax liabilities 4(18) and 6(17) 247,436 6 203,575
2600 Others non-current liabilities 80,188 2 48,011
2622 Long-term payables to related parties 6(12) and 7 376,405 9 22,000
25XX Total non-current liabilities 1,460,554 36 503,664
2XXX Total liabilities 2,080,027 52 1,887,102
Equity
3110 Common stock 6(14) 1,734,587 42 1,714,587
3200 Capital surplus 303,838 7 143,838
3300 Retained earnings
3310 Legal reserve 22,495 1 22,495
3320 Special reserve 171,472 4 171,472
3350 Unappropriated retained earnings / Accumulated deficit 19,730 - (24,294)
3400 Other equity (244,713) (6) (54,911)
3XXX Total equity 2,007,409 48 1,973,187
2-3XXX Total liabilities and equity $ 4,087,436 100 $ 3,860,289

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


COSMO ELECTRONICS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE

INCOME YEARS ENDED DECEMBER 31,2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except for earnings(deficit) per share amounts)

Items Notes Amount % Amount %
4000 Operating revenue 4(19), 6(15) and 7 $ 275,167 100 $ 515,987 100
5000 Operating costs 6(4) and 7 ( 293,415 ) ( 107 ) ( 481,674 ) ( 93 )
5900 Gross profit ( 18,248 ) ( 7 ) 34,313 7
5910 Unrealized profit (loss) from sales ( 74 ) - 4,929 1
5950 Gross profit, net ( 18,322 ) ( 7 ) 39,242 8
Operating expenses
6100 Selling expenses ( 13,438 ) ( 5 ) ( 21,781 ) ( 4 )
6200 General and administrative expenses ( 84,355 ) ( 31 ) ( 77,973 ) ( 15 )
6300 Research and development expenses ( 10,092 ) ( 4 ) ( 3,977 ) ( 1 )
6450 Expected credit impairment (loss) gain 6(3) 540 - ( 285 ) -
6000 Total operating expenses ( 107,345 ) ( 40 ) ( 104,016 ) ( 20 )
6900 Operating (loss) profit ( 125,667 ) ( 47 ) ( 64,774 ) ( 13 )
Non-operating income and expenses
7010 Other income 4(19) and 6(16) 10,223 4 4,463 1
7020 Other gains and losses 6(16) 4,317 2 4,376 1
7050 Finance costs 4(15) and 6(16) ( 48,055 ) ( 17 ) ( 50,232 ) ( 10 )
7070 Share of profit of subsidiaries, associates and joint ventures accounted for under the equity method 4(8) and 6(5) 249,709 91 106,861 21
7000 Total non-operating income and expenses 216,194 80 65,468 13
7900 Profit before income tax 90,527 33 694 -
7950 Income tax (expense) benefit 4(18) and 6(17) ( 48,098 ) ( 17 ) ( 29,652 ) ( 6 )
8200 Profit (loss) for the year $ 42,429 16 ($ 28,958 ) ( 6 )
Components of other comprehensive income that will be reclassified to profit or loss
8311 Gain on remeasurements of defined benefit plans 6(13) $ 1,595 1 $ 4,387 1
8330 Share of other comprehensive income (loss) of under the equity method that will not be reclassified to profit or loss - - 1,154 -
8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss - - ( 877 )
8310 Total other comprehensive income(loss) that will not be reclassified to profit or loss 1,595 1 4,664 1
Components of other comprehensive income (loss) that will be reclassified to profit or loss
8380 Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for under the equity method that will be reclassified to profit or loss 6(14) ( 189,802 ) ( 69 ) 115,309 22
8360 Total components of other comprehensive income that will be to profit or loss ( 189,802 ) ( 69 ) 115,309 22
8300 Other comprehensive income for the year ($ 188,207 ) ( 68 ) $ 119,973 23
8500 Total comprehensive income for the year ($ 145,778 ) ( 53 ) $ 91,015 17
Earnings per share 6(18)
9750 Basic earnings (loss) per share $ 0.25 ($ 0.17 )

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


COSMO ELECTRONICS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Share capital Retained earnings Other equity
Unappropriated retained earnings/ Financial statements translation differences of
Common stock Capital surplus Legal reserve Special reserve Accumulated deficit foreign operations Total equity
Balance at January 1, 2024 $ 1,714,587 $ 143,838 $ 19,061 $ 140,561 $ 34,345 ( $ 170,220 ) $ 1,882,172
Distribution of 2024 earnings
Legal reserve - - 3,434 - ( 3,434 ) - -
Special reserve - - - 30,911 ( 30,911 ) - -
Net loss for the year ended December 31, 2024 - - - - ( 28,958 ) - ( 28,958 )
Other comprehensive income (loss) of 2024 - - - - 4,664 115,309 119,973
Balance at December 31, 2024 $ 1,714,587 $ 143,838 $ 22,495 $ 171,472 ( $ 24,294 ) ( $ 54,911 ) $ 1,973,187
Balance at January 1, 2025 $ 1,714,587 $ 143,838 $ 22,495 $ 171,472 ( $ 24,294 ) ( $ 54,911 ) $ 1,973,187
Cash capital increase 20,000 160,000 - - - - 180,000
Net income for the year ended December 31, 2025 - - - - 42,429 - 42,429
Other comprehensive income of 2025 - - - - 1,595 ( 189,802 ) ( 188,207 )
Balance at December 31, 2025 $ 1,734,587 $ 303,838 $ 22,495 $ 171,472 $ 19,730 ( $ 244,713 ) $ 2,007,409

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


COSMO ELECTRONICS CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

2025 2024
CASH FLOWS FROM OPERATING ACTINITIES
Profit before tax for the year $ 90,527 $ 694
Adjustments
Depreciation expenses 27,100 47,844
Amortization expenses 1,012 1,130
Expected credit impairment (losses) gain ( 540 ) 285
Interest expense 48,055 50,232
Interest income ( 4,091 ) ( 1,384 )
Share of profit of subsidiaries, associates and joint ventures accounted for under the equity method ( 249,709 ) ( 106,861 )
Loss (gain) on disposal and scrap of property, plant and equipment ( 10,064 ) ( 2,381 )
Unrealized loss (gain) from sales 75 ( 4,929 )
Loss (gain) on fair value changes of investment property ( 2,878 ) ( 2,283 )
Impairment loss on non-financial assets 8,236 -

21


Changes in assets and liabilities relating to operating activities

Decrease (increase) in notes receivable - 3,140
Decrease (increase) in accounts receivable 32,215 ( 5,139 )
Decrease (increase) in accounts receivable from related parties ( 44,776 ) ( 11,710 )
Decrease (increase) in other accounts receivable 169 -
Decrease (increase) in other receivables from related parties ( 389,847 ) 100
Decrease (increase) in inventories 153,079 131,728
Decrease (increase) in prepayments ( 2,852 ) 826
Decrease (increase) in other current assets ( 3,760 ) 104
Decrease (increase) in other non-current assets 609 119
Decrease (increase) in net defined benefit assets 35,492 ( 1,770 )
Increase (decrease) in contract liabilities-current ( 60,328 ) 24,327
Increase (decrease) in notes payable - ( 59 )
Increase (decrease) in accounts payable ( 49,794 ) 30,296
Increase (decrease) in accounts payable to related parties ( 25,496 ) 37,649
Increase (decrease) in other payables ( 20,847 ) 116,963
Increase (decrease) in other payables to related parties ( 104,145 ) -
Increase (decrease) in other current liabilities ( 1,545 ) ( 1,012 )
Cash inflow generated from (used in) operations ( 574,103 ) 307,909

(Continued)


COSMO ELECTRONICS CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

(Continued)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of financial assets at amortized cost ($ 50 ) ($ 17,396 )
Proceeds from disposal of financial assets at amortized cost 10,792 -
Dividend received from investments accounted for under the equity method - 8,157
Acquisitions of investments accounted for under the equity method ( 70,971 ) ( 28,792 )
Acquisitions of property, plant and equipment ( 8,934 ) ( 45,092 )
Proceeds from disposal of property, plant and equipment 162,491 25,857
Decrease (increase) in other receivables ( 14 ) 500
Decrease (increase) in refundable deposits - 743
Acquisitions of intangible assets ( 894 ) ( 459 )
Decrease (increase) in prepayments for equipment - ( 1,023 )
Net cash flows generated from (used in) investing activities 92,420 ( 57,505 )
CASH FLOWS FROM FINANCING ACTIVITIES
--- --- ---
Issuance of new common stocks 180,000 -
Increase (decrease) in short-term borrowings ( 16,600 ) ( 18,000 )
Increase (decrease) in short-term bills payable ( 29,971 ) ( 70,000 )
Proceeds from long-term borrowings 699,025 199,836
Repayment for long-term borrowings ( 609,282 ) ( 477,022 )
Increase (decrease) in guarantee deposits received 7 17,426
Interest paid ( 46,754 ) ( 50,552 )
Increase in long-term payable to related parties 334,569 22,000
Net cash flows generated from (used in) financing activities 510,994 ( 376,312 )
Net increase (decrease) in cash and cash equivalents 33,021 ( 124,609 )
Cash and cash equivalents at beginning of year 20,658 145,267
Cash and cash equivalents at end of year $ 53,679 $ 20,658

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


Attachment 4

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of Cosmo Electronics Corporation

Opinion

We have audited the accompanying consolidated financial statements of Cosmo Electronics Corporation and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Cosmo Electronics Corporation and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and their consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed and issued into effect by the Financial Supervisory Commission.

Basis for Opinion

We conducted our audits of the consolidated financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, and auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Cosmo Electronics Corporation and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. The key audit matters in relation to the consolidated financial statements for the year ended December 31,2025, are outlined as follows:

Valuation of inventory

Please refer to Note 4(8) for the description of accounting policy on inventory valuation. Please refer to Note 5(1) for accounting estimates and assumption uncertainty in relation to inventory valuation. Please refer to Note 6(4) for details of inventory.

Cosmo Electronics Corporation and its subsidiaries have a higher risk of inventory market value decline since technology evolution affecting the market value and the possibility of inputs for obsolete products.

As the evaluation of inventory requires critical judgement and the amount of inventory is significant, we consider the valuation of inventory a key audit matter.

We performed the following audit procedures in respect of the above key audit matter:

  1. Obtained the policies of inventory valuation and determined whether the policies have been applied consistently.
  2. Inspected and performed annual physical count to evaluate whether management identifies and controls obsolete inventories effectively.
  3. Validated whether the logic of inventory aging reports used for valuation has been applied adequately in order to ensure the information of consolidated financial statement would be aligned with policies.
  4. Evaluated and calculated to supporting documents of inventory losses providing from aging over a certain period and discussed with management the accuracy.
  5. Sampled the sources of market value for recalculation of net realization value.

Assessment of the fair value of investment property


Please refer to Note 4(11) for the description of accounting policy on investment property. Please refer to Note 5(2) for accounting estimates and assumption uncertainty in relation to investment property. Please refer to Note 6(8) for details of investment property.

Cosmo Electronics Corporation and its subsidiaries held investment property to (a) earn rent incomes from lease, (b) develop and improve land for future use. The investment property was measured subsequently using the fair value model. The fair value was based on appraisal report issued by external valuers.

As the evaluation of the fair value requires future prediction and the assumptions are unobservable inputs and highly uncertainty as well as the amount of valuation is significant, we consider the valuation of investment property a key audit matter.

We performed the following audit procedures in respect of the above key audit matter:

  1. Evaluated whether valuers and appraisal firms were engaged by Cosmo Electronics Corporation and its subsidiaries were qualified and independent.
  2. Reviewed the appraisal report issued by the valuer and checked valuation approach to comply with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
  3. For the investment property evaluated by the income approach, evaluated the valuer’s rationality of the future cash flow of Cosmo Electronics Corporation and its subsidiaries, and compared the rent used in the valuation approach with the lease agreement signed at present.
  4. For the investment property evaluated by land development analysis method, examined the prices of various comparison targets used and compared them with the prices of similar assets available from public information.
  5. Evaluated the correctness of the model calculation and confirmed that the recognized amount is consistent with the appraisal report.

Other Matter- Parent Company Only Financial Reports

We have audited and expressed an unqualified opinion with other matter paragraphs on the parent company only financial statements of Cosmo Electronics Corporation, as at and for the years ended December 31, 2025 and 2024.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, 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 consolidated financial statements, management is responsible for assessing the Cosmo Electronics Corporation and its subsidiaries’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Cosmo Electronics Corporation and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing Cosmo Electronics Corporation and its subsidiaries’ financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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 are also:

  1. 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

25


basis for our audit 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.

  1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Cosmo Electronics Corporation and its subsidiaries’ internal control.

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

  3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Cosmo Electronics Corporation and its subsidiaries’ ability to continue as a going concern. If we conclude that material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause Cosmo Electronics Corporation and its subsidiaries to cease to continue as a going concern.

  4. 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.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 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

LI, DING-YI CHEN, YU-HSUN
For and on behalf of Candor Taiwan CPAs
March 12, 2026

Notice to Readers

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

26


COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash and cash equivalents 4(6) and 6(1) $ 215,539 5 $ 105,101 2
1136 Financial assets at amortized cost-current 4(7), 6(2) and 8 19,492 - 30,285 1
1170 Accounts receivable, net 4(7) and 6(3) 66,842 2 140,093 3
1180 Accounts receivable from related parties, net 4(7), 6(3) and 7 143,332 3 137,004 3
1200 Other receivables 4(7) and 7 2,145 - 5,386 -
1220 Current income tax assets 4(16) and 6(15) 3,067 - 343 -
130X Inventories 4(8), 5(1) and 6(4) 259,879 6 504,437 12
1460 Non-current assets held for sale 4(9), (12) and 6(5) 45,967 1 - -
1470 Other current assets 77,452 2 109,692 3
11XX Total current assets 833,715 19 1,029,341 24
Non-current assets
1535 Financial assets at amortized cost-non current 4(7), 6(2) and 8 4,532 - 4,482 -
1600 Property, plant and equipment 4(10), (13), 6(6) and 8 602,190 14 776,284 18
1755 Right-of-use assets 4(14), and 6(7) 161,842 4 186,463 4
1760 Investment property, net 4(11), 5(2), 6(8) and 8 2,530,537 59 2,168,692 50
1780 Intangible assets 4(12), (12) 9,145 - 10,575 -
1840 Deferred income tax assets 4(17) and 6(15) 74,899 2 80,720 2
1975 Net defined benefit assets-non current 4(16) and 6(11) - - 32,707 1
1990 Other non-current assets 66,329 2 35,086 1
15XX Total non-current assets 3,449,114 81 3,295,009 76
1XXX Total assets $ 4,282,829 100 $ 4,324,350 100
Current liabilities
2100 Short-term borrowings 4(15) and 6(9) $ 391,400 9 $ 408,000 9
2110 Short-term bills payable 6(19) - - 29,971 1
2130 Contract liabilities 6(13) and 7 1,302 - 47,786 1
2170 Accounts payable 82,025 2 108,268 3
2180 Accounts payable to related parties 7 10,868 - 32,909 1
2200 Other payables 7 81,953 2 101,843 2
2230 Current income tax liabilities 4(17) and 6(15) 487 - 1,592 -
2280 Lease liabilities-current 2,956 - 8,791 -
2320 Long-term liabilities-current portion 4(15) and 6(10) 151,116 4 1,027,337 24
2399 Other current liabilities 5,382 - 3,135 -
21XX Total current liabilities 727,498 17 1,769,632 41
Non-current liabilities
2540 Long-term borrowings 4(15), and 6(10) 756,525 19 238,014 6
2570 Deferred income tax liabilities 4(17) and 6(15) 296,665 7 260,164 6
2580 Lease liabilities-non current 21,371 - 27,016 1
2640 Net defined benefit liability-non current 6(11) 15,734 - 16,340 -
2622 Long-term payables to related parties 6(10) and 7 439,307 10 22,000 -
2670 Other non-current liabilities 18,320 - 17,997 -
25XX Total non-current liabilities 1,547,922 36 581,531 13
2XXX Total liabilities 2,275,420 53 2,351,163 54
Equity attributable to owners of the parent
3110 Common stock 6(12) 1,734,587 41 1,714,587 40
3200 Capital surplus 6(12) 303,838 7 143,838 3
3300 Retained earnings
3310 Legal reserve 22,495 1 22,495 1
3320 Special reserve 171,472 4 171,472 4
3350 Unappropriated retained earnings / Accumulated deficit 19,730 - ( 24,294 ) ( 1 )
3400 Other equity ( 244,713 ) ( 6 ) ( 54,911 ) ( 1 )
3XXX Total equity 2,007,409 47 1,973,187 46
2-3XXX Total liabilities and equity $ 4,282,829 100 $ 4,324,350 100

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


COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31,2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except for earnings(deficit) per share amounts)

Items Notes Amount % Amount %
4000 Operating revenue 4(18), (19), 6(13) and 7 $ 949,054 100 $ 1,107,072 100
5000 Operating costs 6(4) and 7 ( 944,320 ) ( 100 ) ( 969,123 ) ( 88 )
5900 Gross profit 4,734 - 137,949 12
Operating expenses
6100 Selling expenses ( 55,575 ) ( 6 ) ( 64,497 ) ( 6 )
6200 General and administrative expenses ( 221,796 ) ( 23 ) ( 207,571 ) ( 19 )
6300 Research and development expenses ( 11,321 ) ( 1 ) ( 6,069 ) ( 1 )
6450 Expected credit impairment (loss) gain 6(3) 72 - ( 2,726 ) -
6000 Total operating expenses ( 288,620 ) ( 30 ) ( 280,863 ) ( 26 )
6900 Operating (loss) profit ( 283,886 ) ( 30 ) ( 142,914 ) ( 14 )
Non-operating income and expenses
7100 Interest income 6(14) 5,199 1 8,050 1
7010 Other income 6(14) 13,253 1 7,770 1
7020 Other gains and losses 6(14) 415,166 44 199,806 18
7050 Finance costs 6(14) ( 60,902 ) ( 6 ) ( 86,033 ) ( 8 )
7000 Total non-operating income and expenses 372,716 40 129,593 12
7900 Profit before income tax 88,830 10 ( 13,321 ) ( 2 )
7950 Income tax (expense) benefit 4(17) and 6(15) ( 46,401 ) ( 5 ) ( 15,637 ) ( 1 )
8200 Profit (loss) for the year $ 42,429 5 ($ 28,958 ) ( 3 )
Components of other comprehensive income that will be reclassified to profit or loss
8311 Gain on remeasurements of defined benefit plans $ 1,595 - $ 5,541 1
8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 6(15) - - ( 877 ) -
8310 Other comprehensive income(loss) that will not be reclassified to profit or loss 1,595 - 4,664 -
Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361 Financial statements translation differences of foreign operations 6(14) ( 189,802 ) ( 20 ) 115,309 10
8360 Components of other comprehensive income that will be reclassified to profit or loss ( 189,802 ) ( 20 ) 115,309 10
8300 Other comprehensive income for the year ($ 188,207 ) ( 20 ) $ 119,973 10
8500 Total comprehensive income for the year ($ 145,778 ) ( 15 ) $ 91,015 7
8600 Profit (loss) attributable to:
8610 Owners of the parent $ 42,429 4 ($ 28,958 ) ( 3 )
8700 Comprehensive income (loss) attributable to:
8710 Owners of the parent ($ 145,778 ) ( 16 ) $ 91,015 7
Earnings per share
9750 Basic earnings (loss) per share 6(16) $ 0.25 ($ 0.17 )

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


COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Share capital Retained earnings Other equity
Unappropriated retained earnings/ Financial statements translation differences of
Common stock Capital surplus Legal reserve Special reserve Accumulated deficit foreign operations Total equity
Balance at January 1, 2024 $ 1,714,587 $ 143,838 $ 19,061 $ 140,561 $ 34,345 ( $ 170,220 ) $ 1,882,172
Distribution of 2024 earnings
Legal reserve - - 3,434 - ( 3,434 ) - -
Special reserve - - - 30,911 ( 30,911 ) - -
Net loss for the year ended December 31, 2024 - - - - ( 28,958 ) - ( 28,958 )
Other comprehensive income (loss) of 2024 - - - - 4,664 115,309 119,973
Balance at December 31, 2024 $ 1,714,587 $ 143,838 $ 22,495 $ 171,472 ( $ 24,294 ) ( $ 54,911 ) $ 1,973,187
Balance at January 1, 2025 $ 1,714,587 $ 143,838 $ 22,495 $ 171,472 ( $ 24,294 ) ( $ 54,911 ) $ 1,973,187
Cash capital increase 20,000 160,000 - - 0 - 180,000
Net income for the year ended December 31, 2025 - - - - 42,429 - 42,429
Other comprehensive income of 2025 - - - - 1,595 ( 189,802 ) ( 188,207 )
Balance at December 31, 2025 $ 1,734,587 $ 303,838 $ 22,495 $ 171,472 $ 19,730 ( $ 244,713 ) $ 2,007,409

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


30

COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated profit(loss) before tax $ 88,830 ($ 13,321)
Adjustments
Income and expenses having no effect on cash flows
Depreciation expenses 95,655 111,669
Amortization expenses 1,971 2,119
Expected credit impairment (losses) gain ( 72 ) 2,726
Interest expense 60,902 86,033
Interest income ( 5,199 ) ( 8,050 )
Net gain on derecognition of financial assets at amortized cost - ( 1,304 )
(Gain) loss on disposal and scrap of property, plant and equipment 11,958 ( 1,320 )
Loss (gain) on fair value changes of investment property ( 468,417 ) ( 209,927 )
Impairment loss on non-financial assets 54,163 -
Gains on modifications of lease arrangements ( 736 ) -
Changes in assets and liabilities relating to operating activities
Decrease (increase) in notes receivable - 3,140
Decrease (increase) in accounts receivable 79,522 ( 63,721 )

Decrease (increase) in accounts receivable from related parties ( 6,329 ) ( 63,113 )
Decrease (increase) in other receivable 2,326 168
Decrease (increase) in other receivables from related parties - 13,846
Decrease (increase) in inventories 226,420 53,211
Decrease (increase) in prepayments 38,550 ( 60,054 )
Decrease (increase) in other current assets ( 7,386 ) ( 2,132 )
Decrease (increase) in other non-current assets ( 28,334 ( 914 )
Decrease (increase) in net defined benefit assets 34,369 1,768
Increase (decrease) in contract liabilities-current ( 60,328 ) 47,768
Increase (decrease) in notes payable - ( 59 )
Increase (decrease) in accounts payable ( 33,896 ) 65,298
Increase (decrease) in accounts payable to related parties ( 2,481 ) 32,475
Increase (decrease) in other payables ( 20,016 ) 24,873
Increase (decrease) in other payables to related parties - 490
Increase (decrease) in other current liabilities 1,560 ( 807 )
Cash inflow generated from (used in) operations ( 61,032 ) 19,862
Interest received 9,212 8,050
Income taxes (paid) refund ( 1,764 ) ( 148 )
Net cash flows generated from (use in) operating activities 64,480 27,764

(Continued)


COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

2025 2024
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at amortized cost $ 10,742 $ 17,993
Acquisitions of property, plant and equipment ( 67,913 ) ( 160,320 )
Acquisitions of right-of-use assets ( 1,701 ) -
Acquisitions and payments for investment properties ( 21,745 ) ( 25,641 )
Proceeds from disposal of property, plant and equipment 12,417 25,786
Decrease (increase) in refundable deposits ( 326 ) 1,211
Acquisitions of intangible assets ( 894 ) ( 459 )
Decrease (increase) in prepayments for equipment 8,595 ( 16,170 )
Net cash flows generated used in investing activities 60,825 ( 157,600 )
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of new common stocks 180,000 -
Decrease in short-term borrowings ( 16,600 ) ( 18,000 )
Decrease in short-term bills payable ( 29,971 ) ( 70,000 )
Proceeds from long-term borrowings 699,025 217,640
Repayment for long-term borrowings ( 1,020,033 ) ( 501,369 )
Increase in guarantee deposits received 422 17,316
Increase in other non-current liabilities - 293
Payment of lease liabilities ( 3,297 ) ( 9,448 )
Interest paid ( 55,669 ) ( 86,976 )
Increase in Long-term payables to related parties 334,570 22,000
Net cash flows generated from (used in) financing activities 88,447 ( 428,544 )
Effect due to changes in exchange rate 14,336 58,770
Net increase (decrease) in cash and cash equivalents 110,438 ( 499,610 )
Cash and cash equivalents at beginning of year 105,101 604,711
Cash and cash equivalents at end of year $ 215,539 $ 105,101

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

32


Attachment 5
Cosmo Electronics Corporation
Earnings Distribution Statement
Year 2025

(Unit: NTD)

Unappropriated earnings at the beginning of the period $(24,294,079)
Net loss after tax of the period $ 42,429,348
Add : OTHER COMPREHENSIVE INCOME (Re-measurement of defined benefit Plan recognized in retained earnings) 1,594,856 19,730,125
Subtotal
Less: 10% legal reserve (1,973,013)
Less: Special reserves (17,757,112)
Unappropriated earnings at the end of the period $ 0

Chairman: Hsieh Shu-chuan / General Manager: Huang Tsung-Shan/Accounting Supervisor: Lu Hsiao-Hsuan

33


Attachment 6

Private Placement Securities Data Sheet

| Items | 2nd Private Placement in FY2025
Issue Date: June 30, 2025 | | | | |
| --- | --- | --- | --- | --- | --- |
| Type of Privately Placed Securities | Common Stock | | | | |
| Date and Amount Approved by Shareholders' Meeting | Extraordinary Shareholders' Meeting on March 14, 2025: Not exceeding 20,000,000 shares | | | | |
| Basis and Reasonableness of Price Determination | based on the higher of the following two values: (1) the simple average closing price of common shares for 1, 3, or 5 business days prior to the pricing benchmark date (after adjusting for ex-rights, ex-dividend, and capital reduction), which are NT$ 86.7, NT$ 83.17, and NT$ 78.4, respectively; and (2) the simple average closing price for 30 business days prior to the same date, adjusted similarly, which is NT$ 81.74. The private placement price is set at no less than 80% of the higher benchmark. Accordingly, the current private placement price of NT$ 90 is determined in accordance with relevant laws and regulations and is considered reasonable. | | | | |
| Method for Selection of Places | Specific persons who comply with Article 43-6 of the Securities and Exchange Act and the requirements of Circular No. 1120383220 issued by the Financial Supervisory Commission. | | | | |
| Necessity and Rationale for Private Placement | To replenish working capital, repay bank loans to reduce interest expenses, improve financial structure, and enhance operational efficiency. | | | | |
| Payment Completion Date | April 29, 2025 | | | | |
| Information on Subscribers | Target Places | Qualification Requirements | Subscription Volume (1,000 shares) | Relationship with the Company | Participation in Company Operations |
| | Liang,Jian-Guo | Art. 43-6, Par. 1, Subpar. 2 of the Securities and Exchange Act | 2,000 | None | None |
| Actual Subscription Price | NT$90。 | | | | |
| Difference Between Actual and Reference Price | The actual subscription price is NT$ 90 per share, which is higher than the reference price of NT$ 86.7. | | | | |
| Impact of Private Placement on Shareholders' Equity (e.g., Increase in Accumulated Deficit) | The places hold only 1.15% of shares after the private placement; therefore, the impact on original shareholders' equity is minimal. | | | | |
| Status of Private Placement Fund Utilization and Project Implementation Progress | The proceeds have been fully utilized, and the project was concluded on March 10, 2026. | | | | |
| Realization of Benefits from Private Placement | Reduce current liabilities and enhance liquidity. | | | | |

Note1. The first private placement on March 14, 2025, was cancelled due to administrative reasons.


Attachment 7

Report on Significant Related Party Transactions

(一) Names of Related Parties and Their Relationships

Name of Related Party Relationship with the Company & Subsidiaries
CITY ORIENT LIMITED Substantive Related Party
EVER MERT TRADING LIMITED Substantive Related Party
STARLITE CREATIONS INC Substantive Related Party
ESTEEMED GLORY HOLDINGS LIMITED Substantive Related Party
GUAN HONG ENERGY CO., LTD. Substantive Related Party
Tsai,Nai-Cheng Substantive Related Party
Sung,Min-Kuei Substantive Related Party
DIGICROWN TECHNOLOGIES LTD. Substantive Related Party

(二) Material Transactions with Related Parties

  1. Operating Revenue
FY2025 FY2024
STARLITE CREATIONS INC $ 490,781 $ 415,423
EVER MERT TRADING LIMITED - 133
Total $ 490,781 $ 415,556
  1. Purchase
FY2025 FY2024
EVER MERT TRADING LIMITED $ 16,645 $ 80,481
  1. Finance Costs
FY2025 FY2024
ESTEEMED GLORY HOLIDINGS LIMITED $ 167 $-
DIGICROWN TECHNOLOGIES LTD. 2,042 -
GUAN HONG ENERGY CO., LTD. 230 -

Total

$ 2,439

$-


36

  1. Accounts Receivable – Related Parties
FY2025 FY2024
Total Receivables from Related Parties :
STARLITE CREATIONS INC $ 143,567 $ 137,004
Allowance for Expected Credit Losses ( 235 ) -
Accounts Receivable – Related Parties, Net $ 143,332 $ 137,004
  1. Payables to Related Parties (including Other Payables)
FY2025 FY2024
Accounts Payable :
EVER MERIT TRADING LIMITED $ 10,868 $ 32,909
Other Payables – Related Parties :
CITY ORIENT LIMITED $ 6,529 $ 6,812
ESTEEMED GLORY HOLDINGS LIMITED 268 101
GUAN HONG ENERGY CO., LTD. 326 96
DIGICROWN TECHNOLOGIES LTD. 2,042 -
Subtotal $ 9,165 $ 7,009

Attachment 8

Cosmo Electronics Corporation

Articles of Incorporation Amendment Comparison Table

Article Provision Basis and Reason for Amendment
Current Provision Amended Provision
Article 13-1 In accordance with Article 14-2 of the Securities and Exchange Act, the Company shall appoint at least two Independent Directors within the number of directors specified in the preceding article, and the number of Independent Directors shall not be less than one-fifth of the total number of directors.
The professional qualifications, shareholdings, restrictions on concurrent positions, nomination and election methods, and other compliance matters for Independent Directors shall be governed by the Company Act and relevant regulations issued by the competent securities authority. In accordance with Article 14-2 of the Securities and Exchange Act, the Company shall appoint at least two Independent Directors within the number of directors specified in the preceding article, and the number of Independent Directors shall not be less than one-fifth of the total number of directors.
The professional qualifications, shareholdings, restrictions on concurrent positions, nomination and election methods, and other compliance matters for Independent Directors shall be governed by the relevant regulations of the competent securities authority. Supplementation of Omitted Words.
The professional qualifications, shareholdings, and restrictions on concurrent positions for Independent Directors are established pursuant to the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" issued by the competent securities authority; thus, the legal basis for this article is amended accordingly.
Article 19 If the Company has a profit for the year, it shall allocate-5% to-12% as employee compensation and no more than 3% as director compensation.
Of the employee compensation, no less than 3% shall be allocated to grass-roots employees.
However, if the Company still has accumulated losses, an amount shall be reserved in advance to offset the losses. The "profit for the current year" If the Company has a profit for the year, it shall allocate no less than 0.1% as employee compensation and no more than 3% as director compensation. Of the employee compensation, no less than 3% shall be allocated to grass-roots employees. However, if the Company still has accumulated losses, an amount shall be reserved in advance to offset the losses. Adjustment of the Appropriation Ratio

| | mentioned above refers to the income before tax before deducting the distributed employee and director compensation.
The employee compensation may be distributed in the form of shares or cash, and the recipients may include employees of subordinate companies who meet certain conditions. | The "profit for the current year" mentioned above refers to the income before tax before deducting the distributed employee and director compensation.
The employee compensation may be distributed in the form of shares or cash, and the recipients may include employees of subordinate companies who meet certain conditions. | |
| --- | --- | --- | --- |
| Article 22 | These Articles of Incorporation were established on March 31, 1981.
...
The 30th amendment was made on June 24, 2022.
The 31st amendment was made on March 14, 2025.
The 32nd amendment was made on June 26, 2025. | These Articles of Incorporation were established on March 31, 1981.
...
The 30th amendment was made on June 24, 2022.
The 31st amendment was made on March 14, 2025.
The 32nd amendment was made on June 26, 2025
The 33rd amendment was made on June 26, 2026. | Addition of Amendment Number and Date |

38


Attachment 9

Cosmo Electronics Corporation

Rules of Procedure for Shareholders' Meetings Amendment Comparison Table

Amended Provision Current Provision Remarks
Article 3
(Paragraphs 1–3 omitted) Article 3
(Paragraphs 1–3 omitted) Amended in accordance with Letter No. Tai-Zheng-Zi-Li-1150002970 issued by the Taiwan Stock Exchange.
The Company shall, thirty days prior to an annual general meeting or fifteen days prior to a special shareholders' meeting, prepare electronic files of the meeting notice, proxy forms, explanatory materials relating to proposals for recognition or discussion, election or discharge of directors or supervisors, the shareholders' meeting agenda handbook, and supplemental meeting materials, and transmit them to the Market Observation Post System (MOPS). The Company shall, fifteen days prior to a shareholders' meeting, prepare the shareholders' meeting agenda handbook and supplemental meeting materials and make them available for shareholders' inspection at any time. Such materials shall also be displayed at the Company and its appointed professional stock affairs agent.

(The rest omitted) | The Company shall, thirty days prior to an annual general meeting or fifteen days prior to a special shareholders' meeting, prepare electronic files of the meeting notice, proxy forms, agendas and explanatory materials for all proposals (including recognition or discussion, and election or discharge of directors or supervisors), and transmit them to the Market Observation Post System (MOPS).

The Company shall, twenty-one days prior to an annual general meeting or fifteen days prior to a special shareholders' meeting, prepare electronic files of the shareholders' meeting agenda handbook and supplemental meeting materials and transmit them to the Market Observation Post System (MOPS). However, if the Company's paid-in capital reaches NT$10 billion or more as of the end of the most recent fiscal year, or the combined shareholding ratio of foreign investors and mainland Chinese investors as recorded in the shareholders' register for the annual general meeting held in the most recent fiscal year reaches 30% or more, the transmission of the aforementioned electronic files shall be completed thirty days prior to the annual general meeting.

The Company shall, fifteen days prior to the date of a shareholders' meeting, prepare the shareholders' meeting agenda handbook and supplemental meeting materials and make them available for shareholders' inspection at any time. Such materials shall also be exhibited at the Company and its appointed professional stock affairs agent. | Amended in accordance with Article 6, Paragraph 4 of the "Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agendas of Public Companies," extending the requirement for early disclosure of meeting agenda handbooks and related information to thirty days prior to the annual general meeting. |


Amended Provision Current Provision Remarks
(The rest omitted)
Article 13
(Paragraphs 1–6 omitted) Article 13
(Paragraphs 1–6 omitted) New paragraph added
1. If a shareholders' meeting includes proposals for the election of directors where the number of candidates exceeds the number of seats to be elected, the discharge of directors, or any of the regulations specified in the amended provisions listed to the left, it is advisable for the chairperson to designate an attorney-at-law, a certified public accountant (CPA), or a notary public as the scrutineer.
The scrutineers and tellers for the voting of proposals shall be appointed by the chairperson; provided, however, that all scrutineers must be shareholders.

If a shareholders' meeting includes proposals for the election of directors where the number of candidates exceeds the number of seats to be elected, the discharge of directors, or proposals specified in Articles 185 and 316 of the Company Act; Articles 18, 27, 29, and 35 of the Business Mergers and Acquisitions Act; Article 24, Paragraph 2, Sub-paragraph 1, or Article 26, Paragraph 2, Sub-paragraph 1 of the Financial Holding Company Act, it is advisable for the chairperson to designate an attorney-at-law, a certified public accountant (CPA), or a notary public as the scrutineer.

The person designated by the chairperson pursuant to the preceding paragraph shall not be a person responsible for matters related to voting procedures, nor shall they be a director, manager, or employee of the Company or its affiliates.

The scrutineers shall supervise the voting and counting processes and sign the statistical table of the election results.

If scrutineers are designated pursuant to Paragraph 8, the minutes of the shareholders' meeting shall clearly state the names and titles of such scrutineers. | The scrutineers and tellers for the voting of proposals shall be appointed by the chairperson; provided, however, that all scrutineers must be shareholders.

(The rest omitted) | New paragraph added
2. The scrutineers appointed by the chairperson pursuant to Paragraph 8 shall possess both professional expertise and independence to avoid disputes. In determining independence, a scrutineer shall not be involved in any matters related to the voting procedures of the shareholders' meeting, nor shall they be a director, manager, or employee of the Company or its affiliates.

New paragraph added
3. To clarify the responsibilities of general scrutineers and independent scrutineers, which involve supervising the voting and counting processes at the shareholders' meeting venue and signing the election result statistical table to ensure accountability.

New paragraph added.
4. The names of the scrutineers shall be stated in the minutes of the shareholders' meeting to enhance transparency. |

40


Attachment 10

Plan for Private Placement of Common Stock for Cash

  1. In accordance with Article 43-6 of the "Securities and Exchange Act" and the "Directions for Public Companies Tender Offers for Private Placements of Securities," the matters required to be explained for the private placement of common stock are as follows:

(1) Basis and Reasonableness of Price Determination:

(I) The price of the current private placement of common shares shall be set at no less than 80% of the higher of the following two reference prices:

(a) The simple arithmetic average of the closing prices of the Company’s common stock for either 1, 3, or 5 business days prior to the price determination date, adjusted for ex-rights due to stock dividends and ex-dividend due to cash dividends, and adjusted back for reverse ex-rights after capital reduction.

(b) The simple arithmetic average of the closing prices of the Company’s common stock for 30 business days prior to the price determination date, adjusted for ex-rights due to stock dividends and ex-dividend due to cash dividends, and adjusted back for reverse ex-rights after capital reduction.

(II) The aforementioned basis for determining the private placement price not only complies with the relevant provisions of the "Directions for Public Companies Tender Offers for Private Placements of Securities," but is also deemed reasonable considering that private placement common shares are subject to restrictions on the recipients and volume of transfers within three years from the delivery date. Furthermore, such shares may not be filed for retroactive public disclosure and listing for trading until at least three years have elapsed since the delivery date.

(III) Within the range of no less than the percentage approved by the Shareholders' Meeting, the Board of Directors is authorized to determine the actual price determination date and the actual private placement price, based on the status of negotiations with specific persons in the future.

(2) Method of Selection for Specific Persons:

The target subscribers for this private placement of common stock shall be limited to specific persons who meet the requirements of Article 43-6 of the Securities and Exchange Act. Currently, the Company has not yet identified any specific subscribers. However, if the subscribers are strategic investors, the selection criteria, purpose, necessity, and expected benefits are as follows:

(I) Method and Purpose of Selection: Subscribers shall be limited to strategic investors who can directly or indirectly enhance the Company’s operating performance for its future operations.

(II) Necessity and Expected Benefits: By leveraging the subscribers' experience, technology, knowledge, brand, or reputation, the Company expects to achieve benefits such as technological advancement, cost reduction, market expansion, or the strengthening of relationships with suppliers and customers.

(3) Reasons for the Necessity of the Private Placement:


(I) Reasons for Not Adopting Public Offering: Compared to a public offering, the regulation that private placement common stock may not be freely transferred within three years ensures a more stable, long-term cooperation between the Company and its strategic partners. Furthermore, authorizing the Board of Directors to conduct private placements based on the Company's actual operational needs will effectively enhance the mobility and flexibility of the Company's capital raising activities.

(II) Quota for Private Placement: Within a total quota not exceeding 20,000,000 stock, the private placement shall be conducted in up to 4 tranches within one year from the date of the resolution of the Shareholders' Meeting.

(III) Use of Funds from the Private Placement and Expected Benefits:

Expected Number of Tranches Expected Number of Shares Use of Funds Expected Benefits
1st Tranche 5,000k shares To replenish working capital, repay bank loans, or meet other funding needs for the Company’s future development. To replenish working capital, repay loans to reduce interest burdens, improve the financial structure, and enhance the Company’s operating efficiency.
2nd Tranche 5,000k shares
3rd Tranche 5,000k shares
4th Tranche 5,000k shares
For the expected private placement shares of the 1st, 2nd, 3rd, and 4th tranches mentioned above, at the time of each actual issuance, the Company may issue all or a portion of the previously unissued shares or subsequent expected shares concurrently; provided that the total number of shares issued shall not exceed 20,000,000 shares.
  1. The rights and obligations of the common shares from this private placement are, in principle, identical to those of the Company's existing issued common shares. However, except for transferees meeting the requirements under Article 43-8 of the Securities and Exchange Act, these shares may not be transferred within three years from the date of delivery. Only after three years from the date of delivery, and subject to compliance with relevant laws and regulations, may the Company apply for retroactive public offering and listing for trading with the competent securities authorities.

  2. It is proposed that the Shareholders' Meeting authorize the Chairman or their designee to negotiate, sign, and execute all contracts and documents related to this private placement plan on behalf of the Company, and to handle all matters pertaining to the implementation of private placement plan.

  3. Except for the pricing percentage, the key terms of this case—including but not limited to the issuance price, number of shares to be issued, total amount to be raised, project items, scheduled progress of fund utilization, anticipated benefits, and other related matters—are to be determined by the Board of Directors under the authorization of the Shareholders' Meeting, based on market conditions and the Company's operational needs. Furthermore, should any changes or amendments be required by the competent authorities, or necessitated by operational assessments, objective environmental shifts, or changes in laws and regulations, the Board of Directors is fully authorized to handle such matters with full power.

42


Appendix 1

Cosmo Electronics Corporation

Rules of Procedure for Shareholders' Meeting (Current Provision)

Article 1: To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2: Shareholders and their proxies (collectively, "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

Article 3: Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. In the case of a virtual shareholders' meeting, unless otherwise provided in Regulations Governing the Administration of Shareholder Services of Public Companies, such a meeting must be stipulated in the Articles of Incorporation and approved by a resolution of the Board of Directors. This resolution must be passed with the attendance of at least two-thirds of the directors and the approval of more than half of those present.

Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.

43


This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

  1. For physical shareholders meetings, to be distributed on-site at the meeting.
  2. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
  3. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted

44


proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5: The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting. Article 6: This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a

45


sign-in card in lieu of signing in. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6-1: To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

  1. How shareholders attend the virtual meeting and exercise their rights.
  2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
    2-1. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
    2-2. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
    2-3. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
    2-4. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
  3. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Unless otherwise stipulated in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall, at a minimum, provide shareholders with connection equipment and necessary assistance. The Company shall also specify the application period during which shareholders may request such support, along with other relevant information and precautions..

46


Article 7: If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8: This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph 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.

Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting. In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.

Article 9: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be

47


calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10: If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account

48


number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 12: Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted in shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the

49


shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation'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, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders

50


meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 14: The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Corporation.

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online

Article 16: On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

51


During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17: Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19: In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 20: When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 21: In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the

52


affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporation shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 22: When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except as otherwise provided in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall, at a minimum, provide shareholders with connection equipment and necessary assistance. The Company shall also specify the application period during which shareholders may request such support, along with other relevant information and precautions.

Article 23: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

Article 24: These Rules were firstly established on April 20, 1998.

The second amendment was made on June 28, 2002.

The third amendment was made on June 15, 2004.

The fourth amendment was made on June 18, 2020.

53


The fifth amendment was made on July 20, 2021.

The sixth amendment was made on June 24, 2022.

The seventh amendment was made on June 26, 2024.

54


Appendix 2

Cosmo Electronics Corporation Corporate

Article of Incorporation(Current Provision)

Chapter 1 General Principles

Article 1 : The name of company shall Cosmo Electronics Corporation (the “Company”). The Company is duly organized in accordance with the Company Act of Taiwan.

Article 2 : The business to be operated by the Company is as follows:

(1) CB01990 Other Machinery Manufacturing
(2) CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
(3) CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
(4) CC01060 Wired Communication Mechanical Equipment Manufacturing
(5) CC01080 Electronic Parts and Components Manufacturing.
(6) E601020 Electric Appliance Installation
(7) E603050 Automatic Control Equipment Engineering
(8) F401010 International Trade
(9) E604010 Machinery Installation
(10) CC01040 Lighting Equipment Manufacturing
(11) E601010 Electric Appliance Construction
(12) E603090 Lighting Equipments Construction
(13) IG03010 Energy Technical Services
(14) All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 : The Company is headquartered in New Taipei City. If required, the Company may establish factories or branches in Taiwan or overseas by board of Directors resolution.

Article 4 : The Company may act as a guarantor of another party if required for its business purposes.

Chapter II Shares

Article 5 : The registered capital of the Company is NT$2.5 billion, divided into 250 million shares of NT$10 per share, and the Board of Directors is authorized to issue shares in installments as needed. Thirty million New Taiwan dollars shall be reserved from the aforementioned capital for the purpose of issuing employee stock option certificates for exercising stock options, and the Board of Directors shall be authorized to issue such certificates in installments as necessary. Employees who purchase shares when the Company issues new shares and the recipients of new shares with restricted employee rights may include employees of affiliated companies who meet certain conditions

55


Article 6: The total amount of the Company's investment in other companies for business purposes shall not be limited by the provisions of Article 13 of the Company Act.

Article 7: The Company's shares shall be registered, bear the signatures or personal seals of the Director representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws. The Company may issue shares without certificates which shall be registered with a central securities depository. The company's share affairs are handled in accordance with the Company Law and the "Guidelines for the Handling of Share Affairs of Publicly Offered Companies".

Article 8: Registration for the transfer of shares shall not be done within sixty days preceding the date of a shareholders' annual general meeting, thirty days preceding the date of a shareholders' special meeting or five days preceding the designated reference date for the distribution of dividends, bonus or other interests.

Chapter III Shareholders' Meeting

Article 9: There are two types of shareholders' meeting: annual general meeting of shareholders and special meeting of shareholders. The annual general meeting of shareholders shall be convened at least once a year within six months after the end of every fiscal year. Except as otherwise provided for by the Company Act, special meetings of shareholders shall be convened as necessary by the board of Directors.

Article 9-1: When the shareholders' meeting is held, it may be held by video conference or other methods announced by the MOEA.

Article 10: When the Company convenes shareholders' meetings, the shareholders may exercise their voting rights in writing or by way of electronic transmission. A shareholder who is unable to attend the shareholders' meeting may appoint another person to attend as his/her/its proxy in accordance with Article 177 of the Company Act by using the proxy form provided by the Company to set forth the scope of authorization. Except as otherwise prescribed by the Company Act, the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies as promulgated by the regulatory authority shall apply to attendance by proxy.

Article 11: Except as otherwise prescribed by laws, each share of the Company is entitled to one vote.

Article 12: Except as otherwise required by the Company Act, a proposal shall be adopted with the approval of more than half of the votes of the shareholders present at the shareholders' meeting attended by shareholders representing more than half of the total issued and outstanding shares of the Company.

Chapter IV Directors and Board of Directors

Article 13: The Company shall have five to nine Directors. The board of Directors shall be elected from a list of nominated candidates at the shareholders' meeting for a term of three years. Re-elected Directors may serve consecutive terms. The shareholding ratio of all Directors collectively shall be subject to rules provided by the securities regulatory authority.

56


In accordance with Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee, which shall consist of all independent directors and shall not be less than three in number. The Audit Committee and its members are responsible for carrying out the duties and responsibilities of the supervisors under the Company Law, the Securities and Exchange Act and other relevant laws and regulations.

Article 13-1: In accordance with Article 14-2 of the Securities and Exchange Act, the Company shall have no less than two independent directors and no less than one-fifth of the total number of directorships in the preceding Article. The professional qualifications, shareholdings, restrictions on concurrent employment, nomination and election of independent directors and other matters to be complied with shall be in accordance with the Company Law and the relevant regulations of the competent securities authorities.

Article 14: The board of Directors shall consist of Directors. The chairman of the board shall be elected from and among the Directors by the approval of more than half of the Directors present at a meeting attended by at least two thirds of the Directors holding office. The chairman of the board shall have the authority to represent the Company.

Article 14-1: If a Director is unable to attend a meeting for any reason, such Director may appoint another Director as his or her proxy by using a letter of appointment setting forth the scope of authorization with respect to each subject to be discussed at the meeting. A Director may only be appointed as proxy by one other Director.

Article 14-2: In calling a board of Directors' meeting, a notice setting forth the item(s) to be discussed at the meeting shall be given to each Director at least seven days prior to the scheduled meeting date, unless in the event of emergency, Directors' meeting may be convened at any time. Conventions of meetings under the preceding paragraph may be done in writing or by facsimile or electronically.

Article 15: If the chairman of the board of directors is absent from work or is unable to exercise his or her duties for any reason, his or her proxy shall be governed by Article 208 of the Company Act.

Article 16: The compensation of all directors is authorized to be determined by the board of directors in accordance with the usual standards of the industry.

Chapter V Officers

Article 17: The Company may have a president whose appointment, dismissal and compensation shall be resolved by the Board of Directors.

Chapter VI Accounting

Article 18: After each fiscal year, the board of Directors shall prepare the following reports and submit the reports to the annual general shareholders' meeting for ratification in accordance with the legally mandated procedures: (1) Business report. (2) Financial statement. (3) Proposal for Distribution of profits or Deficit Compensation.

57


Article 19: If the Company has a profit for the year, it shall allocate between 5% and 12% as employee compensation and no more than 3% as director compensation. Of the employee compensation, no less than 3% shall be allocated to grass-roots employees. However, if the Company still has accumulated losses, an amount shall be reserved in advance to offset the losses. The "profit for the current year" mentioned above refers to the income before tax before deducting the distributed employee and director compensation. The employee compensation may be distributed in the form of shares or cash, and the recipients may include employees of subordinate companies who meet certain conditions.

Chapter VII Miscellaneous

Article 20: The Company shall set aside 10% of the Company's annual net income, if any, as legal reserve, except when the legal reserve has reached the amount of paid-in capital, in addition to paying taxes and making up for prior years' deficits. If there is any unappropriated earnings for the year, the Board of Directors shall prepare a proposal for distribution of earnings and submit it to the shareholders for resolution.

The Company's dividend policy will take into account the Company's environment and growth stage, future capital requirements and long-term financial planning, and the Board of Directors will prepare a proposal for the distribution of earnings and submit it to the shareholders' meeting for approval.

Since the Company is in a stage of growth and needs to continue to invest capital due to the rapid changes in the industry trend and development, the Company will allocate 15% or more of the distributable earnings as dividends to shareholders, depending on the Company's working capital position and considering the shareholders' demand for cash inflows, provided that if the distributable earnings are less than 20% of the paid-in capital, they may not be distributed. Cash dividends may not be less than 10% of the total dividends paid for the year, but if the amount of cash dividends is less than $0.1 per share, the dividends may be paid entirely in stock instead.

Article 21: Matters not addressed in these Articles of Incorporation shall be governed by the Company Act.

Article 22: These Articles of Incorporation are adopted on March 31, 1981.

The 1th amendment was made on May 13, 1981.

The 2th amendment was made on January 17, 1987.

The 3th amendment was made on October 30, 1990.

The 4th amendment was made on August 20, 1993.

The 5th amendment was made on November 1, 1993.

The 6th amendment was made on November 1, 1994.

The 7th amendment was made on February 15, 1995.

The 8th amendment was made on August 1, 1995.

The 9th amendment was made on September 10, 1996

The 10th amendment was made on July 5, 1997.

The 11th amendment was made on October 18, 1997.

The 12th amendment was made on June 17, 1998.

The 13th amendment was made on April 26, 1999.

The 14th amendment was made on April 6, 2000.

The 15th amendment was made on June 15, 2001.

58


The 16th amendment was made on June 28, 2002.
The 17th amendment was made on June 19, 2003.
The 18th amendment was made on June 15, 2004.
The 19th amendment was made on September 12, 2006.
The 20th amendment was made on June 21, 2007.
The 21th amendment was made on June 25, 2010.
The 22th amendment was made on June 28, 2011.
The 23th amendment was made on June 27, 2012.
The 24th amendment was made on June 6, 2014.
The 25th amendment was made on June 23 2015.
The 26th amendment was made on June 22, 2016.
The 27th amendment was made on June 18, 2019.
The 28th amendment was made on June 18, 2020.
The 29th amendment was made on July 20, 2021.
The 30th amendment was made on June 24, 2022.
The 31th revision was on March 14, 2025.
The 32th revision was on June 26, 2025.

59


Appendix 3

Cosmo Electronics Corporation

Shareholding of Directors

Book closure date: April 28, 2026

Title Name Date Elected Shareholding when elected Current Shareholding
shares Percentage of Current Issue % Type shares Percentage of Current Issue %
Chairman DIGICROWN TECHNOLOGIES LTD Representative: Hsieh Shu-chuan June 26, 2024 15,914,684 9.28% common stock 15,914,684 9.17%
Director DIGICROWN TECHNOLOGIES LTD Representative: Chen Shin-Chang
Director DIGICROWN TECHNOLOGIES LTD Representative: LU,HSIAO-HSUAN
Director Bank SinoPac as Custodian for Fine Asia Int'l Ltd. Investment Account Representative: Huang Tsung-Shan June 26, 2024 1,174,709 0.69% common stock 1,174,709 0.68%
Director Bank SinoPac as Custodian for Fine Asia Int'l Ltd. Investment Account Representative: LIN,JUI-TANG
Director Bank SinoPac as Custodian for Fine Asia Int'l Ltd. Investment Account Representative: Chen,Jia-Jhan
Independent director Zhong Yu-Ru November 8, 2024 1,161 0.00% common stock 0 0.00%
Independent director Zhu Rong-Chen November 8, 2024 0 0.00% common stock 0 0.00%
Independent director Tsai Wen-Ling November 8, 2024 0 0.00% common stock 0 0.00%
Total shares hold by the Board of Directors 17,090,554 9.97% common stock 17,089,393 9.85%

Note 1: In accordance with Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" the total number of shares of registered stock to be held by all directors of the Company shall not be less than 10,407,521 shares in issue.
Note 2: The term of office of directors is three years, and the term of office is from June 26, 2024 to June 25, 2027