Dyaco - AGM Information 2025 | FinancialReports.eu

Dyaco International Inc.

2025 Annual General Shareholders' Meeting Minutes

( Translation )

Time and Date of Meeting：9:00 a.m. on May 28, 2025

Place of Meeting：No.1, Gong 1st Rd., Hemei Township, Changhua County

Total outstanding shares of VIS (after deduct the shares as defined in Article 179 of Company

Law) ： 95,974,105 shares; Total shares represented by shareholders present ：174,316,092

shares; Percentage of shares held by shareholders present：55.05%

Attendee：

Mr. Yu-Yin ,Lin (The Chairman of the Board of Directors)
Mr. Chih-Cheng, Wang (Independent Director)
Mr. Kai-Li, Wang (Independent Director)
Mr. Jiin-Po, Wu (Independent Director)

Others：Mrs. YI-Yun, Tsou of KPMG

Chairman：Mr. Yu-Yin, Lin

Recorder：Mr. Iuan-Sheng, Chiou

The necessary quorum of members was present in person or by proxy and the Chairman declared

the meeting duly constituted and the Company may proceed to business.

I. Chairman's Address (omitted)

II. Report Items

To report the business of 2024.（See Attachment A）
To report the Audit Committee’s Review Report of 2024. （ See Attachment B ）
To report 2024 employees’ profits sharing bonus and directors’ compensation
To report 2024 remuneration paid to individual directors (including the correlation among the remuneration payment policy, standards and combination, and management performance). （ See Attachment C ）
To report the proposal for cash distribution of 2024 earnings.
To report the implementation of share repurchase. （ See Attachment D ）

To report on the result of the implementation of the plan to conduct a follow-on offering to
better business operations.
To report the implementation of the Company’s release of domestic of convertible corporate bonds.

III.Acknowledgement Items

Ratifications matter 1 (Proposed by the Board of Directors)

Subject： To accept 2024 Business Report and Financial Statements.
Description： 1. The above consolidated financial statements including balance sheet, income statement, statement of changes in shareholders' equity, cash flow statement and business report were approved by resolution of the Board of Directions and submitted for the Audit Committee’s review. The financial statements were audited by independent auditors Mr. Chen, Chung-Che and Ms. Tsou, Yi-Yun of KPMG Taiwan.
2024 Business Report is hereto attached as Attachment A.
Standalone and Consolidated Independent Certified Public Accountant Report for the year of 2024 is hereto attached as Attachment G.
Standalone and Consolidated Financial Statement for the year of 2024 is hereto attached as Attachment H.
Please accept the aforementioned.

Resolution:

Voting Results: 95,730,075 shares were represented at the time of voting

Voting Results	% of the total represented sharespresent
Votes in favor: 89,640,065 Votes (Includingvotes casted electronically: 16,534,597 Votes)	93.63%
Votes against: 192,706 Votes (Includingvotes casted electronically: 192,706 Votes)	0.20%
Votes invalid: 0 votes (Includingvotes casted electronically:0 Votes)	0.00%
Votes abstained: 5,897,304 votes (Includingvotes casted electronically:5,797,136 Votes)	6.16%

Resolved: The above proposals be and hereby were approved as proposed.

Ratifications matter 2 (Proposed by the Board of Directors)

Subject： Ratification of the proposal for distribution of 2024 earnings .

Description： 1. The distribution table for 2024 can be found at Attachment I.

The Company’s 2024 audited after-tax profit amounted to NT$71,951,693. After adjusting for retained earnings, deducting legalreserve and special reserve, and adding unappropriated retained earnings from previous yearNT$100,963,488, a total of NT$ 265,947,046 is available for distribution and the proposed cash distribution is NT$87,158,046.
It was approved at the meeting of Board of Directors on March 12, 2025.
Please accept the aforementioned.

Resolution： Voting Results: 95,730,075 shares were represented at the time of voting

Voting Results	% of the total represented sharespresent
Votes in favor: 89,643,301 Votes (Includingvotes casted electronically: 16,537,833 Votes)	93.64%
Votes against: 208,805 Votes (Includingvotes casted electronically: 208,805 Votes)	0.21%
Votes invalid: 0 votes (Includingvotes casted electronically:0 Votes)	0.00%
Votes abstained: 5,877,969 votes (Includingvotes casted electronically: 5,777,801 Votes)	6.14%

Resolved: The above proposals be and hereby were approved as proposed.

IV. Discussion matters

Election matter 1 (Proposed by the Board of Directors)

Subject： Amendment to the “Articles of Incorporation”.

Description： 1. In order to operating, it is proposed to amend certain provisions of the Procedures for Articles of Incorporation.
Comparison of Current and amended Procedures for Articles off Incorporation can be found at Attachment J.
Please Vote.

Resolution ： Voting Results: 95,730,075 shares were represented at the time of voting

`：`Voting Results: 95,730,075 shares were represented at the	time of voting
Voting Results	% of the total represented sharespresent
Votes in favor:89,590,512 Votes	93.58%

(Includingvotes casted electronically:16,485,044 Votes)
Votes against: 204,594 Votes (Includingvotes casted electronically: 204,594 Votes)	0.21%
Votes invalid: 0 votes (Includingvotes casted electronically:0 Votes)	0.00%
Votes abstained: 5,934,969 votes (Includingvotes casted electronically:5,834,801 Votes)	6.19%

Resolved: The above proposals be and hereby were approved as proposed.

V. Motions: None.

VI. Adjournment ( at 9:25 a.m., May 28, 2025)

(Note：The content of the speech recorded in the Annual General Meeting minutes is a summary. The actual situation of the speech is subject to the on-site video and audio recording.)

There were no questions from shareholders at this Annual General Meeting.

Dyaco International Inc.

2024 Business Report

Dear shareholders:

First of all, thank you for your long-term support and love for Dyaco International Inc. In 2024, factors such as high interest rates, elevated inflation, and weaker-than-expected postpandemic economic performance in China contributed to a global slowdown in demand for end products. This slowdown was further exacerbated by a deceleration in manufacturing activities across various countries. Additionally, the expansion of the US-China chip embargo, the Russia-Ukraine conflict, and the ongoing tensions in the Middle East have contributed to geopolitical tensions characterized by bloc confrontations, further impacting global economic development and social stability. Looking ahead to 2025, both the United States and China, the two major economies, continue to face challenges in consumption and investment. While other major economies, such as Europe, are expected to recover, the economic performance of emerging markets and developing economies surpasses that of 2024. However, the weak economic situation of the United States and China is unlikely to maintain, and therefore, international forecasting institutions believe that while global economic growth in 2025 will be slightly lower than 2024, but nevertheless, there is still an expectation of a revival in global commodity trade. This will help stabilize Taiwan's foreign trade performance.

Dyaco Group must comprehensively transform and enhance its competitiveness, including accelerating product development, responsiveness to market changes, responding to user needs, promoting employee innovation, and improving operational efficiency, which are our urgent goals. Here is a report on the 2024 business results, the 2025 business plan, and future development strategies:

I. 2024 Business Report

(I) Business Plan Implementation Results

The global fitness equipment sales market has been suppressed due to the global economic downturn, industry inventory adjustments, and continuous price increases that have made consumers more cautious in their spending behavior. Despite these challenges, Dyaco remains committed to business growth. In the 2024 fiscal year, overall operating revenue decreased by 7% compared to the same period last year. However, due to rising expenses and market competition, the expense ratio did not decrease, resulting in a net profit of NT$70 million after tax, with a profit per share of NT$0.45.

(II)Budget Implementation Status

The Company did not disclose financial forecasts for 2024, the overall operating

performance was affected by the economic environment and market competition, and did not meet the Company's internally formulated business plans.

(III) Financial Income and Profit Analysis

		`Unit：NT1,000`	`Unit：NT1,000`
`Item`	`Year`	`2024`	`2023`
`Financial` `income`	Operating Revenue	`7,217,077`	`7,786,471`
	Gross Profit	`2,577,251`	`2,667,085`
	Operating Income (Loss)	`29,874`	`-98,423`
	Non-operating Income and Expenses	`48,963`	`-71,008`
	Income (Loss) Before Tax	`78,837`	`-169,431`
	Net Income (Loss)	`69,883`	`-110,372`
	Net Income Attributable to Owners of the Parent	`71,952`	`-122,770`
`Profit` `Analysis`	Return on Assets (ROA) (%)	`1.32`	`-0.28`
	Return on Equity (ROE) (%)	`1.32`	`-2.50`
	Pre-tax Income to Paid-in Capital Ratio (%)	`4.72`	`-6.04`
	Net Profit Margin (%)	`0.97`	`-1.42`
	Earnings Per Share (EPS) (NTD)	`0.45`	`-0.88`

(IV) Research and Development Status

The Company's technology is mainly based on the integration of our Research & Development team, domestic upstream manufacturers, market demand, and research institutions. Through marketing personnel for closer access to the market and customers, we can better understand the development trends of products and the application of new technologies, and carry out product and technology development. When necessary, we will hire relevant consultants for advice, cooperate with schools and research institutions for technology development, making the overall product development efficiency and effectiveness faster and more efficient than competitors.

List of R&D achievements in 2024:

1. SPIRIT SBC900 INDOOR CYCLE

2. SPIRIT SBC800 INDOOR CYCLE

3. Dyaco 8.5UE MED Medical Rehabilitation UBE Upper Body Ergomete

4. Dyaco 5.5UE PT Rehabilitation UBE Upper Body Ergometer

5. HAMMER Light-commerical Elliptical

6. HAMMER Light-commerical Exercise Bike

7. HAMMER Light-commerical Indoor Cycle

8. SPIRIT XBU75 UPRIGHT BIKE

II. Summary of 2024 Business Plan

(I) Management Policy
Adhering to the core values of "Brand, Service, and Innovation" for the Company management, developing products and creating value based on people's needs, focusing on providing consumers with simple, comfortable, and safe products, and continuously improving people's health, sports, and leisure life quality.
What we offer to our customers is not just a product, but also includes brand beliefs, product creativity, and after-sales experience, thereby enhancing relationships with partners; with this framework, we will continue to expand our own brands SOLE, SPIRIT, and XTERRA, as well as the authorized brand UFC's international market share.
Diversifying and expanding new products and brands, developing a new electricassisted bicycle brand CIKADA, adding UFC mixed martial arts brand weight training, combat fighting, and related training equipment, focusing on the medical technology field's needs for physical treatment and elderly rehabilitation equipment, and cooperating with the American smart fitness content producer STUDIO, combining STUDIO's online fitness courses with Dyaco's fitness equipment, etc.
Making the right decisions on key issues and not living in past successes, Dyaco will continue to commit to innovation in R&D technology, collaborate with academia, and extend the Company's R&D advantages by entering the medical rehabilitation equipment field. This way, the Company's products can benefit not only the general public but also people with mobility issues or elderly family members, allowing everyone to enjoy the fun of sports and better care for those in need of help. After all, having a healthy body leads to a better quality of life.

(II) Marketing Policy

Establish e-commerce marketing tools to increase market share beyond physical channels.
Strengthen third-party sales platform materials and search engine resources to increase brand exposure in local markets.
Continuously develop brand agents in various countries while establishing brand communication platforms.
Integrate the official company website and fan pages to improve the Company's image in Taiwan and enhance the exposure of domestic products.
Enhance the function of the Company's website and deepen the impression with product press releases.
Standardize the design of global physical channel marketing materials.
(III) Research and Development Policy
Actively develop new models for each brand series, offering diverse choices for consumers.
Provide cost-effective, practical, and aesthetically pleasing products under certain quality standards, and further introduce intelligent cloud platforms.
Strengthen collaboration with academia and continue to enter the medical rehabilitation equipment field, developing products suitable for the elderly and those with mobility impairments.
Develop new intelligent light commercial and commercial equipment series.
Combine IoT and wearable devices with sports equipment control, developing products with richer entertainment connections (APP software and 3C product control).
(IV)Production Policy
Moderately expand production capacity and improve production efficiency to ensure timely delivery, quality improvement, and cost reduction.
Integrate the industrial supply chain, enhance management efficiency and quality reliability, establish information sharing mechanisms, quickly respond to end-market demand, and reduce inventory costs while increasing added value.

3. Automated warehousing system introduced to optimize and speed up the picking

process.

III. Future Company Development Strategy

(I) Consistently Innovating Product Technology

In addition to fitness equipment, Dyaco will continue to care for people. Apart from taking care of the general public's sports and leisure quality, it also wants to take care of the elderly and those with limited mobility, allowing them to enjoy the fun of sports. Therefore, the Company will continue to strengthen cooperation with the academic community to develop fitness and rehabilitation equipment that meets the needs of all levels, and innovate in research and development technology, enhancing the interaction mode between athletes and machines, allowing everyone to enjoy exercising and feel safe doing it, thereby providing people with a different understanding and definition of sports.

(II) Developing Health and Rehabilitation Products
Influenced by the trend of exercise and health as well as the arrival of an aging society, the health and care industry has moved away from the traditional service industry atmosphere. Increasingly, more cases of IoT (Internet of Things) technology, AI artificial intelligence, and sensor technology applications have emerged, contributing to the thriving development of the health and care industry. Dyaco is committed to the long-term development of safe rehabilitation equipment, combining research and innovation capabilities, production technology and scale, and marketing channel strength to provide the best medical rehabilitation equipment worldwide, while also exploring new business opportunities beyond traditional sports and fitness equipment. This year, the Company has officially launched a series of rehabilitation equipment products and is actively promoting sales in various markets.
(III) Developing The Brand

Adhering to the core values of "Brand, Service, and Innovation" for the Company management, we provide not only products but also brand beliefs, product creativity, and after-sales service experiences to our customers, enhancing relationships with partners. We continue to develop brand agents in various countries while establishing brand communication platforms to expand the market share of our own brands SOLE, SPIRIT, XTERRA, and licensed brand UFC, as well as develop the new electric-assisted bicycle brand CIKADA.

(IV)Sticking to Principles and Beliefs
1. Our commitment to product quality and customer promises remains unchanged.
2. Our pursuit of excellence and change in research, development, and design remains unchanged.
3. Our principle of integrating the supply chain to benefit both customers and suppliers remains unchanged.
4. Our belief in promoting the brand, deepening local channels, and benefiting more people remains unchanged.
5. Our principle of cultivating international talents and localized management teams remains unchanged.
IV. Affected by External Competitive, Regulatory and Overall Operating Environment. Looking ahead to 2025, there are still many geopolitical and economic uncertainties affecting global economic performance. Companies continue to face a challenging overall operating environment, testing their resilience. However, we remain committed to the future development of the Company. Particularly, the sales explosion in 2020 not only helped strengthen our brand market share and visibility, but also improved our capabilities in marketing, logistics, and customer service, creating greater competitiveness. Additionally, through upstream and downstream integration, we aim to leverage synergies in corporate resources and capture more market opportunities.

Overall, in the face of rapidly changing markets and rising production costs, the challenges faced by businesses are becoming increasingly severe. We believe that by adhering to the Company's core management philosophy of sustainable operation, continuously following the Company's planned steps to steadily layout local markets, establishing an innovative growth-oriented corporate culture, fulfilling corporate social responsibility, and taking care of more people in need, we can maintain our competitive advantage and accumulate more strengths, allowing shareholders, customers, and employees to share in the fruitful business results.

Sincerely yours,

Chairman: Lin, Ing-Gin General Manager: Chen, Ming-Nan

Chief Accountant Officer: Chiu, Yuan-Shen

【 Attachment B 】

Dyaco International Inc.

Audit Committee’s Review Report

(This English version is only a translation of the Chinese version)

The Board of Directors has prepared and submitted the 2024 consolidated financial statements (including standalone financial statements), business report, and earnings distribution proposal. Independent auditors Mr. Chen, Chung-Che and Ms. Tsou, YiYun of KPMG Taiwan audited the consolidated financial statements (including standalone financial statements) and has issued an audit report. These have been reviewed and determined to be correct and accurate by the Audit Committee. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Dyaco International Inc.

Audit Committee convener: Wang, Chih-Cheng March 28, 2025

【 Attachment C 】

Dyaco International Inc.

Remuneration to Individual Directors for 2024

Unit: NT$1,000; 1,000 Shares; %

Title	Name	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	The Aggregate of A, B, C, and D as Percentage of Net Income	The Aggregate of A, B, C, and D as Percentage of Net Income	Relevant Remuneration Received byWho are also Employees	Relevant Remuneration Received byWho are also Employees	Relevant Remuneration Received byWho are also Employees	Relevant Remuneration Received byWho are also Employees	Relevant Remuneration Received byWho are also Employees	Relevant Remuneration Received byWho are also Employees	Relevant Remuneration Received byWho are also Employees	Relevant Remuneration Received byWho are also Employees	The Aggregate of A, B, C, D, E, F and G as Percentage of Net Income	The Aggregate of A, B, C, D, E, F and G as Percentage of Net Income	Any Other Compensa tions from Other Investees or Parent Comany
		Base Compensation (A)		Severance Pay and Pensions (B)		Directors' Compensation (C) (Note 1)		Business- conducting Expenses (D)				Salaries, Bonuses and Special Allowances (E)		Severance Pay and Pensions (F)		Employees' Compensation (G)
		om Dyaco	From All Consolid ated Entities	From Dyaco	From All Consolid ated Entities	From Dyaco	From All Consolid ated Entities	From Dyaco	From All Consolid ated Entities	From Dyaco	From All Consolida ted Entities	From Dyaco	From All Consolidat ed Entities	From Dyaco	From All Consolid ated Entities	From Dyaco		From All Consolidated Entities		From Dyaco	From All Consolid ated Entities
																Cash	Stock	Cash	Stock
Chairman	CHUAN-FENG INVESTMENT CORPORATION Representative: Lin,Yu-Yin(	3,583	3,583	-	-	-	-	90	90	5.26	5.26	-	-	-	-	-	-	-	-	5.26	5.26	-
Director	Zhuang, Zhu-Wei	-	-	-	-	-	-	90	90	75	75	-	-	-	-	-	-	-	-	75	75	-
Director	Yong-Heng Investment Corporation. Representative: Chiu Shih-Chien	-	-	-	-	-	-	45	45	0.11	0.11	-	-	-	-	-	-	-	-	0.11	0.11	-
Independent Director	Wang, Kai-Li	600	600	-	-	-	-	90	90	0.99	0.99	-	-	-	-	-	-	-	-	0.99	0.99	-
Independent Director	Wang, Chih- Cheng	600	600	-	-	-	-	90	90	0.99	0.99	-	-	-	-	-	-	-	-	0.99	0.99	-
Independent Director	Wu, Jiin-Po	600	600	-	-	-	-	90	90	0.99	0.99	-	-	-	-	-	-	-	-	0.99	0.99
Independent Director	Tu, Chi-Yao	600	600	-	-	-	-	90	90	0.99	0.99	-	-	-	-	-	-	-	-	0.99	0.99	-

Note 1 : Please describe the policies, systems, standards, and structure of independent directors’ remuneration, and explain the relevance with the amount of remuneration based on their responsibilities, risks, and time investment:
Pursuant to Article 24 of the Company's Articles of Incorporation, the remuneration of the directors of the Company shall be distributed at a rate not exceeding 5% of the profitability of the current year. The procedures for determining remuneration shall be subject to the regulations on the Company's Board of Directors' self-evaluation or peer review. Article 21 of the Company's Articles of Incorporation states that the compensation of directors shall be determined by the Remuneration Committee regarding the extent of their participation in and contribution to the operations, with the reasonable fairness of performance risks linked to the compensation received, and the Board of Directors authorized to make payments in accordance with the Remuneration Committee's assessment and the usual standards of the industry.

【 Attachment C 】

The Company's Articles of Incorporation also stipulate that director remuneration shall not exceed 5% of annual profits. Therefore, the Company adheres to the provisions of the Remuneration Committee Charter and is reviewed by the Committee. The principles of remuneration distribution are as follows:
(1) Taking into account the operating performance of the current year, with priority given to the interests of shareholders and employees;
(2) Independent directors serving on functional committees bear responsibilities for participating in committee meetings and decisions, hence their remuneration is higher than that of general directors.The Company has resolved at the Board of Directors meeting not to distribute directors’ remuneration for the year 2024

Note 2 : Except for the disclosure above, remuneration paid to the Company’s directors for their services to all the companies listed in the financial statements (e.g., serving as a non-employee adviser): None.

【 Attachment D 】

Dyaco International Inc.

Implementation Status Report of the Company’s Treasury Share

	Treasury stocks in batches	2ndBatch	3rdBatch
Scheduled buyback plan	Date of Board resolution	February 21, 2020	March 20, 2020
	Purpose of stock buyback	Transfer ownership of shares to employees	Transfer ownership of shares to employees
	Scheduled buyback period	2020/02/24~2020/04/23	2020/03/23~2020/05/19
	Scheduled buyback shares	3,000,000 shares	4,500,000 shares
	Price range	NT$30~NT$50	NT$25~NT$45
	Scheduled buyback shares (as a percentage of issued shares) (Note 1)	2.61%	3.91%
	Maximum amount of buyback shares	NT$1,002,912,315	NT$1,002,912,315
Execution of the buyback plan	Actual buyback period	2020/02/27~2020/03/20	2020/03/23~2020/04/08
	Actual buyback shares (as a percentage of issued shares) (Note 2)	2.61%	1.36%
	Actual amount of buyback shares	NT$104,927,035	NT$50,663,964
	Average price per share	NT$34.98	NT$32.37
	Reasons for incompletion	Completed	To protect the interests of shareholders and balance market mechanism, the Company adopts batch buying strategies depending on stock price changes. Therefore, the buyback is not completed.
Status		Not Nullified	Not Nullified

【 Attachment D 】

	Treasury stocks in batches	4thBatch	5thBatch
Scheduled buyback plan	Date of Board resolution	September 29, 2021	May 11, 2022
	Purpose of stock buyback	Transfer ownership of shares to employees	Transfer ownership of shares to employees
	Scheduled buyback period	2021/09/30~2021/11/29	2022/05/12~2022/07/11
	Scheduled buyback shares	4,000,000 shares	3,000,000 shares
	Price range	NT$45~NT$90	NT$40~NT$65
	Scheduled buyback shares (as a percentage of issued shares) (Note 1)	2.99%	2.24%
	Maximum amount of buyback shares	NT$2,937,819,581	NT$2,937,819,581
Execution of the buyback plan	Actual buyback period	2021/09/30~2021/11/29	2022/05/12~2022/07/11
	Actual buyback shares (as a percentage of issued shares) (Note 2)	1.86%	1.74%
	Actual amount of buyback shares	NT$156,988,000	NT$96,415,064
	Average price per share	NT$63.10	NT$41.24
	Reasons for incompletion	To protect the interests of shareholders and balance market mechanism, the Company adopts batch buying strategies depending on stock price changes. Therefore, the buyback is not completed.	To protect the interests of shareholders and balance market mechanism, the Company adopts batch buying strategies depending on stock price changes. Therefore, the buyback is not completed.
Status		Not Nullified	Not Nullified

Note 1: Calculated based upon the total issued shares of the Company at the time the buyback was reported.

Note 2: Calculated based upon the total issued shares of the Company after expiration of period or completion of execution.

【 Attachment E 】

Dyaco International Inc.

Implementation status of the sound operational plan

Implementation Status of the Operational Improvement Plan in Q4 2024 Pursuant to the letter No. 1130367745 and No. 11303677451 issued by the Financial Supervisory Commission on January 20, 2025, We shall report the implementation status of the Operational Improvement Plan to the Board of Directors on a quarterly basis for oversight, and present such report at the Shareholders’ Meeting. Furthermore, the implementation status shall be

specifically evaluated in future cases involving the raising and issuance of securities.

	First Three	Fourth Quarter (Forecast)		Fourth Quarter (Actual)
Quarter			Full Year		Full Year
	Quarters
Item			(Forecast)		(Actual)
	(Actual)

OperatingRevenue	4,849,691	2,259,770	7,109,462	2,367,386	7,217,077
OperatingCosts	-3,210,161	-1,475,689	-4,685,849	-1,429,665	-4,639,826
Gross Profit	1,639,532	784,081	2,423,613	937,719	2,577,251
Gross Profit		34.70%		39.61%	35.71%
	33.81%		34.09%
Margin

OperatingExpenses	-1,840,396	-660,639	-2,501,035	-706,981	-2,547,377
Operating Income		123,442		230,738	29,874
	-200,864		-77,422
(Loss)

Operating Profit		5.46%		9.75%	0.41%
	-4.14%		-1.09%
Margin

Non-operating		-18,706		95,402	48,963
Income and	-46,439		-65,145
Expenses
Income (Loss)		104,736		326,140	78,837
	-247,303		-142,567
Before Tax

Net Profit Margin	-5.10%	4.63%	-2.01%	13.78%	1.09%

Revenue for the fourth quarter slightly exceeded the forecast. Gross profit

margin improved due to a higher proportion of B2C revenue. Related selling

expenses also increased slightly; however, operating income outperformed expectations, reaching NT$231 million. In addition, unforecasted foreign exchange gains contributed further, resulting in a significant increase in pre-tax profit for the fourth quarter to NT$326 million. The implementation of the operational improvement plan has been effective, and the Company successfully turned profitable for the full year of 2024 。

【 Attachment F 】

Dyaco International Inc.

The implementation of the Company’s release of domestic of convertible corporate bonds

	corporate bonds
Type of Corporate Bond	4th Domestic Unsecured Convertible Corporate Bonds
Authorization Article No, By competent authority	Financial Supervisory Commission Order Jin-Kuan-Zhen-Fa 11303677451 on January 20,2025
Issue Date	2025.3.3
Total Amount	NT$200,000,000
Par Value	NT$100,000
Issue Price	Issued at face value
Interest Rate	0%
Duration	3 years 2025/3/3~2028/3/3
Assignee	Cathay United Bank
Underwriting Institution	President Securities Corporation
Bond Put-back conditions	Please refer to Article 18 of the terms of issuance and conversion.
Bond Call-Back conditions	Please refer to Article 17 of the terms of issuance and conversion.
Outstanding Amount at 3/31, 2025	NT$200,000,000

Independent Auditors’ Report

To the Board of Directors of Dyaco International Inc.

Opinion

We have audited the accompanying consolidated financial statements of Dyaco International Inc. (the “Corporation”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The descriptions for the key audit matters of the consolidated financial statements are as follows:

Impairment of Goodwill

Accounting policies related to goodwill are detailed in Notes IV(XIII) and (XIV) to the consolidated financial statements. Significant accounting estimates and judgments related to goodwill can be found in Note V(II), and the assessment of goodwill impairment is disclosed in Note VI(XIV) to the consolidated financial statements.

Description of Key Audit Matter:

Goodwill arose from business combinations undertaken by the Dyaco Group. As of December 31, 2024, the carrying amount of goodwill was $588,898 thousand. In accordance with International

Accounting Standard 36, Impairment of Assets, goodwill acquired in a business combination must be tested for impairment at least annually. Due to the materiality of the goodwill balance and the significant management judgment involved in the impairment assessment, the evaluation of goodwill impairment was considered a key audit matter in our audit of the consolidated financial statements of Dyaco Group.

Our primary audit procedures performed included the following:

Evaluated the professional competence, qualifications, and objectivity of the external valuation specialists engaged by management, and verified their credentials to ensure their independence and objectivity or limit the scope of their work.
Engaged our internal valuation specialists to assist in reviewing the report issued by the external valuation specialists, including assessing the appropriateness of the valuation methodology, models used, and the reasonableness of the assumptions regarding the weighted average cost of capital (WACC).
Obtained an understanding of key assumptions used by management, including historical revenue, revenue growth rate, gross margin, operational performance, and comparisons of historical budgets to actual results, to assess the accuracy of prior forecasts and the reliability of management’s projections for future periods, in order to evaluate the reasonableness of the underlying assumptions.
Based on the above understanding, evaluation, and recalculations, we assessed whether any indicators of impairment existed in relation to the goodwill arising from the business combination.

Other matters

The consolidated financial statements of Dyaco International Inc and its subsidiaries for the year ended December 31, 2023 were audited by another CPA firm, which issued an audit report with an unqualified opinion on March 29, 2024.

We have also audited the parent company only financial statements of Dyaco International Inc. as of and for the years ended December 31, 2024 and 2023 on which we and the other CPA firm have issued unmodified opinions, respectively, for your reference.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC, and SIC 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to

liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 also:

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

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 consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Chen, Chung-Che and Tsou, Yi-Yun.

KPMG Taipei, Taiwan (Republic of China) March 28, 2025

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.

Independent Auditors’ Report

To the Board of Directors of Dyaco International Inc.

Opinion

We have audited the accompanying financial statements of Dyaco International Inc. (the “Corporation”), which comprise the Balance Sheets as of December 31, 2024, and the Statements of Comprehensive Income, changes in equity and cash flows for the year then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “ financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2024, and its financial performance and its cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the 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 judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The descriptions for the key audit matters of the financial statements are as follows:

Impairment of Goodwill arising from Investments accounted for using the equity method Accounting policies related to impairment of goodwill arising from investments in subsidiaries are detailed in Notes IV(IX) ,(XIII) and (XIV) to the financial statements. Significant accounting estimates and judgments related to goodwill can be found in Note V(II), and the assessment of goodwill impairment related to the acquisition of the aforementioned subsidiaries is disclosed in Note VI(VIII) to the financial statements..

Description of Key Audit Matter:

Investments accounted for using the equity method by Dyaco International Inc. include goodwill arising from past acquisitions of subsidiaries. As of December 31, 2024, the carrying amount of

goodwill was $588,898 thousand. In accordance with International Accounting Standard 36, “Impairment of Assets,” goodwill acquired in a business combination must be tested for impairment at least annually. Due to the materiality of the goodwill amount and the significant management judgment involved in the impairment assessment, the evaluation of goodwill impairment related to equity-method investments was considered a key audit matter in our audit of the financial statements of Dyaco International Inc.

Our primary audit procedures performed included the following:

Evaluated the professional competence, qualifications, and objectivity of the external valuation specialists engaged by management, and verified their credentials to ensure their independence and objectivity or limit the scope of their work.
Engaged our internal valuation specialists to assist in reviewing the report issued by the external valuation specialists, including assessing the appropriateness of the valuation methodology, models used, and the reasonableness of the assumptions regarding the weighted average cost of capital (WACC).
Obtained an understanding of key assumptions used by management, including historical revenue, revenue growth rate, gross margin, operational performance, and comparisons of historical budgets to actual results, to assess the accuracy of prior forecasts and the reliability of management’s projections for future periods, in order to evaluate the reasonableness of the underlying assumptions.
Based on the above understanding, evaluations, and recalculations, we assessed whether any indicators of impairment existed with respect to the goodwill included in the equity-method investments.

Other matters

The financial statements of Dyaco International Inc for the year ended December 31, 2023 were audited by another CPA firm, which issued an audit report with an unqualified opinion on March 29, 2024.

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

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

In preparing the financial statements, management is responsible for assessing the 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 the 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 the Corporation’s financial reporting process.

Dyaco International Inc. and subsidiaries Notes to the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

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

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

Dyaco International Inc. and subsidiaries Notes to the Consolidated Financial Statements

relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the reviews resulting in this independent auditors’ review report are Chen, Chung-Che and Tsou, Yi-Yun.

KPMG

Taipei, Taiwan (Republic of China) March 28, 2025

Notice to Readers

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

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

Dyaco International Inc. and subsidiaries

(Expressed in Thousands of New Taiwan Dollars)

Consolidated Balance Sheets

DECEMBER 31, 2024 AND 2023

December 31,2024 Amount ％ $ 1,159,244 10 43,117 - 14,532 - 1,892 - 1,208,714 11 17,808 - 37,858 - 2,250,910 21 237,280 3 44,649 -	December 31,2024 Amount ％ $ 1,159,244 10 43,117 - 14,532 - 1,892 - 1,208,714 11 17,808 - 37,858 - 2,250,910 21 237,280 3 44,649 -	December 31,2023 Amount ％ 1,158,512 10 16,555 - 83,095 1 984 - 1,071,044 9 15,099 - 93,998 1 2,474,495 22 187,734 2 12,395 - 5,113,911 45 118,124 1 50,970 1 6,141 - 6,368 - 3,755,859 33 286,306 3 25,258 - 1,315,161 12 493,769 4 3,679 - 78,064 1 35,564 - 6,175,263 55 11,289,174 100 LIABILITIES AND EQUITY CURRENT LIABILITIES: 2100 Short-term borrowings (Notes VI(XV) and VIII) 2130 Contract liabilities (Note VI(XXV)) 2150 Notes payable 2170 Accounts payable 2200 Other payables 2220 Other payables to related parties (Note VII) 2230 Current income tax liabilities 2250 Provisions 2280 Lease liabilities (Note VI(XVIII)) 2321 Current portion of bonds payable (Notes VI(XVII) and VIII 2322 Current portion of long-term borrowings (Notes VI(XVI) and VIII) 2399 Other current liabilities NON-CURRENT LIABILITIES: 2540 Long-term borrowings (Notes VI(XVI) and VIII) 2570 Deferred tax liabilities (Notes VI(XXI)) 2580 Lease liabilities (Note VI(XVIII)) 2610 Long-term payable 2622 Other payables to related parties 2640 Net defined benefit liabilities (Notes VI(XX)) 2645 Guarantee deposits received Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (NOTE VI(XXII)): 3110 Ordinary shares 3200 Capital surplus 3300 Retained earnings 3400 Other equity interests 3500 Treasury shares Total equity attributable to owners of parent 36XX Non-controlling interests (Note VI(X)) Total equity TOTAL	December 31,2024 Amount ％ $ 1,953,595 18 73,924 1 31,305 - 1,096,460 10 394,248 4 - - 55,354 - 13,338 - 17,581 - - - 271,439 2 25,609 -	December 31,2024 Amount ％ $ 1,953,595 18 73,924 1 31,305 - 1,096,460 10 394,248 4 - - 55,354 - 13,338 - 17,581 - - - 271,439 2 25,609 -	December 31,2023 Amount ％ 2,118,015 19 145,721 1 43,705 1 941,012 8 457,690 4 8,598 - 7,066 - 12,044 - 11,613 - 1,200 - 296,527 3 38,492 - 4,081,683 36 1,918,802 17 423,526 4 13,926 - 58,829 1 7,369 - 11,647 - 1,715 - 2,435,814 22 6,517,497 58 1,596,097 14 2,756,721 25 555,650 5 (125,684) (1) (408,690) (4) 4,374,094 39 397,583 3 4,771,677 42 11,289,174 100
			Amount $ 1,953,595 73,924 31,305 1,096,460 394,248 - 55,354 13,338 17,581 - 271,439 25,609		Amount 2,118,015 145,721 43,705 941,012 457,690 8,598 7,066 12,044 11,613 1,200 296,527 38,492
Amount $ 1,159,244 43,117 14,532 1,892 1,208,714 17,808 37,858 2,250,910 237,280 44,649		Amount 1,158,512 16,555 83,095 984 1,071,044 15,099 93,998 2,474,495 187,734 12,395
5,016,004	45	5,113,911
	- - - - 36 3 - 12 4 - - -	118,124 50,970 6,141 6,368 3,755,859 286,306 25,258 1,315,161 493,769 3,679 78,064 35,564	3,932,853	35	4,081,683
			1,830,671 311,978 40,205 44,014 - 10,521 1,975	16 3 - - 1 - -	1,918,802 423,526 13,926 58,829 7,369 11,647 1,715
			2,239,364	20	2,435,814
			6,172,217	55	6,517,497
			1,671,420 2,684,014 628,320 (26,103) (408,690)	14 24 6 - (3)	1,596,097 2,756,721 555,650 (125,684) (408,690)
6,107,794	55	6,175,263
			4,548,961	41	4,374,094
			402,620	4	397,583
			4,951,581	45	4,771,677
$ 11,123,798	100	11,289,174	$ 11,123,798	100	11,289,174

Seeing accompanying notes to financial statements

Dyaco International Inc. and subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2024 and 2023

		(Expressed in Thousands of New Taiwan Dollars)	(Expressed in Thousands of New Taiwan Dollars)	(Expressed in Thousands of New Taiwan Dollars)	(Expressed in Thousands of New Taiwan Dollars)	(Expressed in Thousands of New Taiwan Dollars)
			2024		2023
			Amount	％	Amount	％
4000	NET SALES REVENUE (Notes VI(XXV))	$	7,217,077	100	7,786,471	100
5000	OPERATING COST (Notes VI(VII))		4,639,826	64	5,119,386	66
5950	GROSS PROFIT		2,577,251	36	2,667,085	34
	OPERATING EXPENSES (Note VII):
6100	Marketing expenses		1,569,600	22	1,834,475	24
6200	General and administrative expenses		885,640	12	815,672	10
6300	Research and development expenses		124,595	2	118,559	1
6450	Expected credit (gain) loss (Note VI(V) and XXVIII)		(32,458)	-	(3,198)	-
	Total operating expenses		2,547,377	36	2,765,508	35
	NET OPERATING INCOME (LOSS)		29,874	-	(98,423)	(1)
	NON-OPERATING INCOME AND EXPENSES (Note VI(XXVII)):
7100	Interest income		13,731	-	13,404	-
7010	Other income		70,748	1	34,940	-
7020	Other gain and loss		62,471	2	(21,123)	-
7050	Finance costs (Notes VI(XVII) and (XVIII))		(97,664)	(1)	(97,894)	(1)
7370	Share of profit (loss) of associates and joint ventures accounted for using
	equity method (Notes VI(VIII))		(323)	-	(335)	-
			48,963	2	(71,008)	(1)
	PROFIT (LOSS) BEFORE INCOME TAX		78,837	2	(169,431)	(2)
7950	Less: INCOME TAX EXPENSE (BENEFIT)(Note VI(XXI))		8,954	-	(59,059)	1
	NET LOSS		69,883	2	(110,372)	(1)
8300	OTHER COMPREHENSIVE INCOME (LOSS):
8310	Items that will not be reclassified subsequently to profit or loss:
8311	Gains on remeasurements of defined benefit plans (Note VI(XX))		897	-	4,655	-
8316	Unrealized loss on investments in equity instruments at fair value
	through other comprehensive income		(14,266)	-	(14,661)	-
8349	Income tax related to components of other comprehensive income that
	will not be reclassified to profit or loss		179	-	931	-
	Total Items that will not be reclassified subsequently to profit or
	loss		(13,548)	-	(10,937)	-
8360	Items that may be reclassified subsequently to profit or loss:
8361	Exchange differences on translating foreign operations		124,463	2	7,632	-
8399	Income tax related to components of other comprehensive income that
	will be reclassified to profit or loss		-	-	-	-
	Total items that may be reclassified subsequently to profit or loss		124,463	2	7,632	-
8300	OTHER COMPREHENSIVE INCOME (LOSS)		110,915	2	(3,305)	-
	TOTAL COMPREHENSIVE INCOME (LOSS)	$	180,798	4	(113,677)	(1)
	NET PROFIT (LOSS) ATTRIBUTABLE TO:
8610	Owners of the Corporation	$	71,952	2	(122,770)	(1)
8620	Non-controlling interests		(2,069)	-	12,398	-
		$	69,883	2	(110,372)	(1)
	TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO:
8710	Owners of the Corporation	$	172,251	3	(118,553)	(1)
8720	Non-controlling interests		8,547	1	4,876	-
		$	180,798	4	(113,677)	(1)
	EARNINGS (LOSS) PER SHARE (Note VI(XXIV))
9750 9850	Basic Earnings (Loss) Per Share (New Taiwan Dollar) Diluted Earnings (Loss) Per Share (New Taiwan Dollar)	$ $		0.45 0.45		(0.88)

Seeing accompanying notes to financial statements

Dyaco International Inc. and subsidiaries

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2024 and 2023

			Other Equity Interests	Other Equity Interests	Other Equity Interests	Other Equity Interests	Other Equity Interests	(Expressed in Thousands of New Taiwan Dollars) Treasury Shares Total other equity interests Non-controll ing Interests Total equity (426,290) 3,669,108 394,852 4,063,960 - (122,770) 12,398 (110,372) - 4,217 (7,522) (3,305) - (118,553) 4,876 (113,677) - (62,813) - (62,813) - - - - - 822,332 - 822,332 - (702) 702 - 17,600 14,627 - 14,627 - 3,321 (3,321) - - 46,774 474 47,248 (408,690) 4,374,094 397,583 4,771,677 - 71,952 (2,069) 69,883 - 100,299 10,616 110,915 - 172,251 8,547 180,798 - - - - - - - - - 114 (3,538) (3,424) - 2,502 28 2,530 (408,690) 4,548,961 402,620 4,951,581	(Expressed in Thousands of New Taiwan Dollars) Treasury Shares Total other equity interests Non-controll ing Interests Total equity (426,290) 3,669,108 394,852 4,063,960 - (122,770) 12,398 (110,372) - 4,217 (7,522) (3,305) - (118,553) 4,876 (113,677) - (62,813) - (62,813) - - - - - 822,332 - 822,332 - (702) 702 - 17,600 14,627 - 14,627 - 3,321 (3,321) - - 46,774 474 47,248 (408,690) 4,374,094 397,583 4,771,677 - 71,952 (2,069) 69,883 - 100,299 10,616 110,915 - 172,251 8,547 180,798 - - - - - - - - - 114 (3,538) (3,424) - 2,502 28 2,530 (408,690) 4,548,961 402,620 4,951,581	(Expressed in Thousands of New Taiwan Dollars) Treasury Shares Total other equity interests Non-controll ing Interests Total equity (426,290) 3,669,108 394,852 4,063,960 - (122,770) 12,398 (110,372) - 4,217 (7,522) (3,305) - (118,553) 4,876 (113,677) - (62,813) - (62,813) - - - - - 822,332 - 822,332 - (702) 702 - 17,600 14,627 - 14,627 - 3,321 (3,321) - - 46,774 474 47,248 (408,690) 4,374,094 397,583 4,771,677 - 71,952 (2,069) 69,883 - 100,299 10,616 110,915 - 172,251 8,547 180,798 - - - - - - - - - 114 (3,538) (3,424) - 2,502 28 2,530 (408,690) 4,548,961 402,620 4,951,581
Share Capital	Capital Surplus		Retained Earnings			Other Equity Interests		Treasury Shares	Total other equity interests
							Total
Ordinary share		Legal Reserve	Special Reserve Unappropriated Earnings 238,087 170,420
$ 1,341,147	2,142,919	329,002	238,087	170,420			(126,177)	(426,290)	3,669,108	394,852
- -	- -	- -	- -	(122,770) 3,724	(122,770) - - 3,724 15,154 (14,661)		- 493	- -	(122,770) 4,217	12,398 (7,522)
-	-	-	-	(119,046)	(119,046) 15,154 (14,661)		493	-	(118,553)	4,876
- - 250,000 - - - 4,950	- - 572,332 (702) (2,973) 3,321 41,824	- - - - - - -	- (111,910) - - - - -	(62,813) 111,910 - - - - -	(62,813) - - - - - - - - - - - - - - - - - - - -		- - - - - - -	- - - - 17,600 - -	(62,813) - 822,332 (702) 14,627 3,321 46,774	- - - 702 - (3,321) 474
1,596,097 - -	2,756,721 - -	329,002 - -	126,177 - -	100,471 71,952 718	555,650 (103,756) (21,928) 71,952 - - 718 113,847 (14,266)		(125,684) - 99,581	(408,690) - -	4,374,094 71,952 100,299	397,583 (2,069) 10,616
-	-	-	-	72,670	72,670 113,847 (14,266)		99,581	-	172,251	8,547
- 75,323 - -	- (75,323) 114 2,502	- - - -	(492) - - -	492 - - -	- - - - - - - - - - - -		- - - -	- - - -	- - 114 2,502	- - (3,538) 28
$ 1,671,420	2,684,014	329,002	125,685	173,633	628,320 10,091 (36,194)		(26,103)	(408,690)	4,548,961	402,620

Seeing accompanying notes to financial statements

Dyaco International Inc. and subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars) 2024 2023 CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Profit (Loss) before income tax $ 78,837 (169,431) Adjustments : Adjustments to reconcile profit (loss)`：` Depreciation expense 192,914 183,356 Amortization expense 85,425 82,791 Expected credit gain recognized (32,458) (3,198) Net losses on financial assets or liabilities at fair value through profit or loss 119,062 30,660 Interest expense 97,664 97,894 Interest income (13,731) (13,404) Share-based payments 2,530 29,972 Share of loss of associates and joint venture accounted for using the equity method 323 335 Loss on disposal of property, plant and equipment 137 1,182 Loss on inventories valuation and obsolescence 12,313 65,465 Unrealized gain on foreign currency exchange (151,523) (100,146) Gain on redemption of bonds payable - (270) Gain on lease modification (352) - Total adjustments to reconcile profit (loss) 312,304 374,637 Changes in operating assets and liabilities: Changes in operating assets, net: Increase in notes receivable (913) (44) Decrease (increase) in accounts receivable (51,230) 29,729 Decrease (increase) in other receivables (2,478) 50,077 Decrease in other receivable from related parties - 24,909 Decrease in inventories 328,898 582,662 Decrease (increase) in prepayments (49,691) 27,166 Increase in other current assets (32,253) (1,777) Total changes in operating assets, net 192,333 712,722 Changes in operating liabilities, net: Decrease in contract liabilities (71,798) (31,846) Decrease in notes payable (12,400) (2,412) Increase (decrease) in accounts payable 113,044 (78,231) Decrease in others accounts payable (78,218) (43,005) Decrease in other payables to related parties (15,967) - Increase (decrease) in provisions 998 (1,479) Decrease in other current liabilities (12,883) (2,497) Decrease in net defined benefit liabilities (229) (165) Total changes in operating liabilities, net (77,453) (159,635) Total change in operating assets and liabilities 114,880 553,087 Total adjustments 427,184 927,724 Cash inflow generated from operations 506,021 758,293 Interest received 13,731 13,404 Interest paid (98,000) (113,647) Income tax refunded (paid) 70,508 (41,440) Net cash generated from operating activities 492,260 616,610 (Continued)	(Expressed in Thousands of New Taiwan Dollars) 2024 2023 CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Profit (Loss) before income tax $ 78,837 (169,431) Adjustments : Adjustments to reconcile profit (loss)`：` Depreciation expense 192,914 183,356 Amortization expense 85,425 82,791 Expected credit gain recognized (32,458) (3,198) Net losses on financial assets or liabilities at fair value through profit or loss 119,062 30,660 Interest expense 97,664 97,894 Interest income (13,731) (13,404) Share-based payments 2,530 29,972 Share of loss of associates and joint venture accounted for using the equity method 323 335 Loss on disposal of property, plant and equipment 137 1,182 Loss on inventories valuation and obsolescence 12,313 65,465 Unrealized gain on foreign currency exchange (151,523) (100,146) Gain on redemption of bonds payable - (270) Gain on lease modification (352) - Total adjustments to reconcile profit (loss) 312,304 374,637 Changes in operating assets and liabilities: Changes in operating assets, net: Increase in notes receivable (913) (44) Decrease (increase) in accounts receivable (51,230) 29,729 Decrease (increase) in other receivables (2,478) 50,077 Decrease in other receivable from related parties - 24,909 Decrease in inventories 328,898 582,662 Decrease (increase) in prepayments (49,691) 27,166 Increase in other current assets (32,253) (1,777) Total changes in operating assets, net 192,333 712,722 Changes in operating liabilities, net: Decrease in contract liabilities (71,798) (31,846) Decrease in notes payable (12,400) (2,412) Increase (decrease) in accounts payable 113,044 (78,231) Decrease in others accounts payable (78,218) (43,005) Decrease in other payables to related parties (15,967) - Increase (decrease) in provisions 998 (1,479) Decrease in other current liabilities (12,883) (2,497) Decrease in net defined benefit liabilities (229) (165) Total changes in operating liabilities, net (77,453) (159,635) Total change in operating assets and liabilities 114,880 553,087 Total adjustments 427,184 927,724 Cash inflow generated from operations 506,021 758,293 Interest received 13,731 13,404 Interest paid (98,000) (113,647) Income tax refunded (paid) 70,508 (41,440) Net cash generated from operating activities 492,260 616,610 (Continued)	(Expressed in Thousands of New Taiwan Dollars) 2024 2023 CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Profit (Loss) before income tax $ 78,837 (169,431) Adjustments : Adjustments to reconcile profit (loss)`：` Depreciation expense 192,914 183,356 Amortization expense 85,425 82,791 Expected credit gain recognized (32,458) (3,198) Net losses on financial assets or liabilities at fair value through profit or loss 119,062 30,660 Interest expense 97,664 97,894 Interest income (13,731) (13,404) Share-based payments 2,530 29,972 Share of loss of associates and joint venture accounted for using the equity method 323 335 Loss on disposal of property, plant and equipment 137 1,182 Loss on inventories valuation and obsolescence 12,313 65,465 Unrealized gain on foreign currency exchange (151,523) (100,146) Gain on redemption of bonds payable - (270) Gain on lease modification (352) - Total adjustments to reconcile profit (loss) 312,304 374,637 Changes in operating assets and liabilities: Changes in operating assets, net: Increase in notes receivable (913) (44) Decrease (increase) in accounts receivable (51,230) 29,729 Decrease (increase) in other receivables (2,478) 50,077 Decrease in other receivable from related parties - 24,909 Decrease in inventories 328,898 582,662 Decrease (increase) in prepayments (49,691) 27,166 Increase in other current assets (32,253) (1,777) Total changes in operating assets, net 192,333 712,722 Changes in operating liabilities, net: Decrease in contract liabilities (71,798) (31,846) Decrease in notes payable (12,400) (2,412) Increase (decrease) in accounts payable 113,044 (78,231) Decrease in others accounts payable (78,218) (43,005) Decrease in other payables to related parties (15,967) - Increase (decrease) in provisions 998 (1,479) Decrease in other current liabilities (12,883) (2,497) Decrease in net defined benefit liabilities (229) (165) Total changes in operating liabilities, net (77,453) (159,635) Total change in operating assets and liabilities 114,880 553,087 Total adjustments 427,184 927,724 Cash inflow generated from operations 506,021 758,293 Interest received 13,731 13,404 Interest paid (98,000) (113,647) Income tax refunded (paid) 70,508 (41,440) Net cash generated from operating activities 492,260 616,610 (Continued)
	192,914 85,425 (32,458) 119,062 97,664 (13,731) 2,530 323 137 12,313 (151,523) - (352)	183,356 82,791 (3,198) 30,660 97,894 (13,404) 29,972 335 1,182 65,465 (100,146) (270) -
	312,304	374,637
	(913) (51,230) (2,478) - 328,898 (49,691) (32,253)	(44) 29,729 50,077 24,909 582,662 27,166 (1,777)
	192,333	712,722
	(71,798) (12,400) 113,044 (78,218) (15,967) 998 (12,883) (229)	(31,846) (2,412) (78,231) (43,005) - (1,479) (2,497) (165)
	(77,453)	(159,635)
	114,880	553,087
	427,184	927,724
	506,021	758,293
	13,731 (98,000) 70,508	13,404 (113,647) (41,440)
	492,260	616,610
		(Continued)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at amortized cost Proceeds from disposal of financial assets at amortized cost Acquisition of financial assets at fair value through profit or loss Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Decrease (increase) in other non-current assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Repayment of bonds payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase (decrease) in guarantee deposits received Payments of lease liabilities Dividends paid to owners of the Corporation Issuance of new ordinary shares for cash Exercise of employee stock options Proceeds from treasury shares transferred to employees Changes in non-controlling interests Net cash used in financing activities Effects of exchange rate changes on the balance of cash held in foreign currencies Increase in current cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	(41,130) - 84,236 182,052 (27,500) (17,400) (288,908) (218,197) 2,662 12 54,697 (41,752) (28,945) (45,901) 27,632 (25,322)
	(217,256) (166,508)
	6,590,985 - (6,758,467) (300,981) (1,200) (1,407,553) 1,387,722 765,513 (1,510,993) (223,637) 192 (1,439) (19,225) (20,781) - (62,813) - 822,332 - 17,276 - 14,627 (3,424) -
	(314,410) (397,456)
	40,138 (14,915) 732 37,731 1,158,512 1,120,781
	$ 1,159,244 1,158,512

(Concluded)

(Expressed in Thousands of New Taiwan Dollars)

Dyaco International Inc.

Balance Sheets

DECEMBER 31, 2024 AND 2023

December 31,2024 Amount ％ $ 499,672 5 43,117 - 6,557 - 1,837 - 110,071 1 1,493,469 16 12,989 - 1,336,996 14 15,971 - 352,859 4 86,228 1 36,341 -	December 31,2024 Amount ％ $ 499,672 5 43,117 - 6,557 - 1,837 - 110,071 1 1,493,469 16 12,989 - 1,336,996 14 15,971 - 352,859 4 86,228 1 36,341 -	December 31,2023 Amount ％ 440,404 5 16,555 - 43,955 - 832 - 99,370 1 1,957,683 21 10,156 - 1,039,858 11 58,563 1 296,876 3 90,546 1 8,569 - 4,063,367 43 118,124 1 47,497 1 6,141 - 2,746,524 29 1,926,584 21 5,001 - 18,690 - 102,459 1 409,809 4 3,679 - 4,910 - 5,389,418 57 9,452,785 100 LIABILITIES AND EQUITY CURRENT LIABILITIES: 2100 Short-term borrowings (Notes VI(XIV) and VIII) 2130 Contract liabilities (Note VI(XXIV)) 2150 Notes payable 2170 Accounts payable 2180 Accounts payable to related parties (Note VII ) 2200 Other payables 2220 Other payables to related parties (Note VII) 2230 Current income tax liabilities 2250 Provisions 2280 Lease liabilities (Note VI(XVII)) 2321 Current portion of bonds payable (Notes VI(XVI) and VIII 2322 Current portion of long-term borrowings (Notes VI(XV) and VIII) 2399 Other current liabilities NON-CURRENT LIABILITIES: 2540 Long-term borrowings (Notes VI(XV) and VIII) 2570 Deferred tax liabilities (Notes VI(XX)) 2580 Lease liabilities (Note VI(XVII)) 2610 Long-term payable 2622 Other payables to related parties (Note VII) 2640 Net defined benefit liabilities (Notes VI(XIX)) 2645 Guarantee deposits received 2650 Credit balance of investments accounted for using the equity method (Notes VI(VIII)) Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (NOTE VI(XXI)): 3110 Ordinary shares 3200 Capital surplus 3300 Retained earnings 3400 Other equity interests 3500 Treasury shares Total equity TOTAL	December 31,2024 Amount ％ $ 1,715,000 19 10,169 - 22,906 - 400,705 4 720,306 7 126,110 1 62,434 1 50,750 1 2,205 - 1,190 - - - 253,339 3 11,574 -	December 31,2024 Amount ％ $ 1,715,000 19 10,169 - 22,906 - 400,705 4 720,306 7 126,110 1 62,434 1 50,750 1 2,205 - 1,190 - - - 253,339 3 11,574 -	December 31,2023 Amount ％ 1,930,000 21 13,880 - 26,789 - 371,349 4 635,929 7 131,755 2 26,020 - - - 2,205 - 1,675 - 1,200 - 280,698 3 17,090 - 3,438,590 37 1,420,092 15 128,350 1 3,557 - 58,829 1 7,369 - 11,647 - 651 - 9,606 - 1,640,101 17 5,078,691 54 1,596,097 17 2,756,721 29 555,650 6 (125,684) (2) (408,690) (4) 4,374,094 46 9,452,785 100
Amount $ 499,672 43,117 6,557 1,837 110,071 1,493,469 12,989 1,336,996 15,971 352,859 86,228 36,341		Amount 440,404 16,555 43,955 832 99,370 1,957,683 10,156 1,039,858 58,563 296,876 90,546 8,569	Amount $ 1,715,000 10,169 22,906 400,705 720,306 126,110 62,434 50,750 2,205 1,190 - 253,339 11,574		Amount 1,930,000 13,880 26,789 371,349 635,929 131,755 26,020 - 2,205 1,675 1,200 280,698 17,090
3,996,107	41	4,063,367
	- - - 28 25 - 1 1 4 - -	118,124 47,497 6,141 2,746,524 1,926,584 5,001 18,690 102,459 409,809 3,679 4,910	3,376,688	36	3,438,590
			1,663,958 15,691 1,628 44,014 - 10,521 937 32,089	17 - - - - - - -	1,420,092 128,350 3,557 58,829 7,369 11,647 651 9,606
			1,768,838	17	1,640,101
5,698,380	59	5,389,418	5,145,526	53	5,078,691
			1,671,420 2,684,014 628,320 (26,103) (408,690)	17 28 6 - (4)	1,596,097 2,756,721 555,650 (125,684) (408,690)
$ 9,694,487	100	9,452,785	4,548,961	47	4,374,094
			$ 9,694,487	100	9,452,785

Seeing accompanying notes to financial statements

Dyaco International Inc.

Statements of Comprehensive Income

For the Years Ended December 31, 2024 and 2023

	Dyaco International Inc. Statements of Comprehensive Income For the Years Ended December 31, 2024 and 2023	Dyaco International Inc. Statements of Comprehensive Income For the Years Ended December 31, 2024 and 2023	Dyaco International Inc. Statements of Comprehensive Income For the Years Ended December 31, 2024 and 2023	Dyaco International Inc. Statements of Comprehensive Income For the Years Ended December 31, 2024 and 2023
	(Expressed in Thousands of New				Taiwan Dollars)
			2024			2023
			Amount	％		Amount	％
4000	NET SALES REVENUE (Notes VI(XXIV))	$	3,335,439	100		3,672,798	100
5000	OPERATING COST (Notes VI(VII))		2,549,174	76		2,829,679	77
5900	GROSS PROFIT		786,265	24		843,119	23
5910	Less: Unrealized gain and loss on sales		243,578		7	300,998		8
5920	Add: Realized gain and loss on sales		300,998		9	325,931		9
5950	GROSS PROFIT		843,685	26		868,052	24
	OPERATING EXPENSES (Note VII):
6100	Marketing expenses		227,776		7	214,897		6
6200	General and administrative expenses		159,827		5	152,226		4
6300	Research and development expenses		114,114		3	109,600		3
6450	Expected credit (gain) loss (Note VI(V) and XXVII)		(1,489)		-	(11,525)		-
	Total operating expenses		500,228	15		465,198	13
	NET OPERATING INCOME		343,457	11		402,854	11
	NON-OPERATING INCOME AND EXPENSES (Note VI(XXVI)):
7100	Interest income		6,347		-	8,696		-
7010	Other income		27,129		1	15,592		1
7020	Other gain and loss		62,413		2	(25,363)	(1)
7050	Finance costs (Notes VI(XVI and (XVII))		(71,711)	(2)		(71,825)	(2)
7370	Share of profit (loss) of associates and joint ventures accounted for using
	equity method (Notes VI(VIII))		(281,639)	(8)		(478,056)	(13)
			(257,461)	(7)		(550,956)	(15)
	PROFIT (LOSS) BEFORE INCOME TAX		85,996		4	(148,102)	(4)
7950	Add: INCOME TAX EXPENSE (BENEFIT)(Note VI(XX))		14,044		-	(25,332)		1
	NET LOSS		71,952		4	(122,770)	(3)
8300	OTHER COMPREHENSIVE INCOME (LOSS):
8310	Items that will not be reclassified subsequently to profit or loss:
8311	Gains on remeasurements of defined benefit plans (Note VI(XIX))		897		-	4,655		-
8316	Unrealized loss on investments in equity instruments at fair value
	through other comprehensive income		(11,823)		-	(14,327)		-
8330	Share of other comprehensive income (loss) of
	subsidiaries and associates accounted for using the equity method		(2,443)		-	(334)		-
8349	Income tax related to components of other comprehensive income that
	will not be reclassified to profit or loss (Note VI(XX))		179		-	931		-
	Total Items that will not be reclassified subsequently to profit or
	loss		(13,548)		-	(10,937)		-
8360	Items that may be reclassified subsequently to profit or loss:
8361	Exchange differences on translating foreign operations		113,847		3	15,154		-
8399	Income tax related to components of other comprehensive income that
	will be reclassified to profit or loss		-		-	-		-
	Total items that may be reclassified subsequently to profit or loss		113,847		3	15,154		-
8300	OTHER COMPREHENSIVE INCOME (LOSS)		100,299		3	4,217		-
	TOTAL COMPREHENSIVE INCOME (LOSS)	$	172,251		7	(118,553)	(3)
	EARNINGS (LOSS) PER SHARE (Note VI(XXIII))
9750 9850	Basic Earnings (Loss) Per Share (New Taiwan Dollar) Diluted Earnings (Loss) Per Share (New Taiwan Dollar)	$ $		0.45 0.45			(0.88)

Seeing accompanying notes to financial statements

Dyaco International Inc.

Statements of Changes in Equity

For the Years Ended December 31, 2024 and 2023

Share Capital	Capital Surplus		Retained Earnings	Retained Earnings
						Other Equity Interests
							Total
Ordinary share		Legal Reserve	Special Reserve Unappropriated Earnings 238,087 170,420
$ 1,341,147	2,142,919	329,002	238,087	170,420			(126,177)	(426,290)	3,669,108 (122,770) 4,217 (118,553) (62,813) - 822,332 (702) 14,627 3,321 46,774 4,374,094 71,952 100,299 172,251 - - 114 2,502 4,548,961
- -	- -	- -	- -	(122,770) 3,724	(122,770) - - 3,724 15,154 (14,661)		- 493	- -
-	-	-	-	(119,046)	(119,046) 15,154 (14,661)		493	-
- - 250,000 - - - 4,950	- - 572,332 (702) (2,973) 3,321 41,824	- - - - - - -	- (111,910) - - - - -	(62,813) 111,910 - - - - -	(62,813) - - - - - - - - - - - - - - - - - - - -		- - - - - - -	- - - - 17,600 - -
1,596,097 - -	2,756,721 - -	329,002 - -	126,177 - -	100,471 71,952 718	555,650 (103,756) (21,928) 71,952 - - 718 113,847 (14,266)		(125,684) - 99,581	(408,690) - -
-	-	-	-	72,670	72,670 113,847 (14,266)		99,581	-
- 75,323 - -	- (75,323) 114 2,502	- - - -	(492) - - -	492 - - -	- - - - - - - - - - - -		- - - -	- - - -
$ 1,671,420	2,684,014	329,002	125,685	173,633	628,320 10,091 (36,194)		(26,103)	(408,690)

Seeing accompanying notes to financial statements

Dyaco International Inc.

Statements of Cash Flows

For the Years Ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars) 2024 2023 CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Profit (Loss) before income tax $ 85,996 (148,102) Adjustments : Adjustments to reconcile profit (loss)`：` Depreciation expense 72,477 66,480 Amortization expense 35,439 33,422 Expected credit (gain) loss recognized (1,489) (11,525) Net losses on financial assets or liabilities at fair value through profit or loss 119,062 30,660 Interest expense 71,711 71,825 Interest income (6,347) (8,696) Share-based payments - 23,553 Share of loss of subsidiaries, associates and joint venture accounted for using the equity method 281,639 478,056 Gain on disposal of property, plant and equipment (283) (48) Loss on inventories valuation and obsolescence 17,713 10,666 Realized gain on transactions with subsidiaries (57,420) (24,933) Unrealized loss (gain) on foreign currency exchange (74,071) 29,126 Gain on redemption of bonds payable - (270) Gain on lease modification (224) - Total adjustments to reconcile profit (loss) 458,207 698,316 Changes in operating assets and liabilities: Changes in operating assets, net: Increase in notes receivable (1,005) (141) Increase in accounts receivable (6,428) (18,094) Decrease (increase) in accounts receivable from related parties 147,442 (3,806) Increase in other receivables (2,833) (300) Decrease (increase) in other receivable from related parties 93,762 (165,025) Decrease (increase) in inventories (73,696) 15,838 Decrease (increase) in prepayments 5,343 (9,679) Increase in other current assets (27,772) (2,054) Total changes in operating assets, net 134,813 (183,261) Changes in operating liabilities, net: Decrease in contract liabilities (4,511) (21,895) Increase (decrease) in notes payable (3,883) 8,730 Increase in accounts payable 29,044 96,730 Increase in accounts payable to related parties 82,632 237,167 Increase (decrease) in other payables (5,685) 6,497 Increase (decrease) in other payables to related parties 29,045 (8,491) Decrease in other current liabilities (5,516) (9,035) Decrease in net defined benefit liabilities (228) (165) Total changes in operating liabilities, net 120,898 309,538 Total change in operating assets and liabilities 255,711 126,277 Total adjustments 713,918 824,593 Cash inflow generated from operations 799,914 676,491 Interest received 6,347 8,696 Interest paid (71,711) (86,944) Income tax refunded (paid) 40,353 (8,640) Net cash generated from operating activities 774,903 589,603	(Expressed in Thousands of New Taiwan Dollars) 2024 2023 CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Profit (Loss) before income tax $ 85,996 (148,102) Adjustments : Adjustments to reconcile profit (loss)`：` Depreciation expense 72,477 66,480 Amortization expense 35,439 33,422 Expected credit (gain) loss recognized (1,489) (11,525) Net losses on financial assets or liabilities at fair value through profit or loss 119,062 30,660 Interest expense 71,711 71,825 Interest income (6,347) (8,696) Share-based payments - 23,553 Share of loss of subsidiaries, associates and joint venture accounted for using the equity method 281,639 478,056 Gain on disposal of property, plant and equipment (283) (48) Loss on inventories valuation and obsolescence 17,713 10,666 Realized gain on transactions with subsidiaries (57,420) (24,933) Unrealized loss (gain) on foreign currency exchange (74,071) 29,126 Gain on redemption of bonds payable - (270) Gain on lease modification (224) - Total adjustments to reconcile profit (loss) 458,207 698,316 Changes in operating assets and liabilities: Changes in operating assets, net: Increase in notes receivable (1,005) (141) Increase in accounts receivable (6,428) (18,094) Decrease (increase) in accounts receivable from related parties 147,442 (3,806) Increase in other receivables (2,833) (300) Decrease (increase) in other receivable from related parties 93,762 (165,025) Decrease (increase) in inventories (73,696) 15,838 Decrease (increase) in prepayments 5,343 (9,679) Increase in other current assets (27,772) (2,054) Total changes in operating assets, net 134,813 (183,261) Changes in operating liabilities, net: Decrease in contract liabilities (4,511) (21,895) Increase (decrease) in notes payable (3,883) 8,730 Increase in accounts payable 29,044 96,730 Increase in accounts payable to related parties 82,632 237,167 Increase (decrease) in other payables (5,685) 6,497 Increase (decrease) in other payables to related parties 29,045 (8,491) Decrease in other current liabilities (5,516) (9,035) Decrease in net defined benefit liabilities (228) (165) Total changes in operating liabilities, net 120,898 309,538 Total change in operating assets and liabilities 255,711 126,277 Total adjustments 713,918 824,593 Cash inflow generated from operations 799,914 676,491 Interest received 6,347 8,696 Interest paid (71,711) (86,944) Income tax refunded (paid) 40,353 (8,640) Net cash generated from operating activities 774,903 589,603	(Expressed in Thousands of New Taiwan Dollars) 2024 2023 CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Profit (Loss) before income tax $ 85,996 (148,102) Adjustments : Adjustments to reconcile profit (loss)`：` Depreciation expense 72,477 66,480 Amortization expense 35,439 33,422 Expected credit (gain) loss recognized (1,489) (11,525) Net losses on financial assets or liabilities at fair value through profit or loss 119,062 30,660 Interest expense 71,711 71,825 Interest income (6,347) (8,696) Share-based payments - 23,553 Share of loss of subsidiaries, associates and joint venture accounted for using the equity method 281,639 478,056 Gain on disposal of property, plant and equipment (283) (48) Loss on inventories valuation and obsolescence 17,713 10,666 Realized gain on transactions with subsidiaries (57,420) (24,933) Unrealized loss (gain) on foreign currency exchange (74,071) 29,126 Gain on redemption of bonds payable - (270) Gain on lease modification (224) - Total adjustments to reconcile profit (loss) 458,207 698,316 Changes in operating assets and liabilities: Changes in operating assets, net: Increase in notes receivable (1,005) (141) Increase in accounts receivable (6,428) (18,094) Decrease (increase) in accounts receivable from related parties 147,442 (3,806) Increase in other receivables (2,833) (300) Decrease (increase) in other receivable from related parties 93,762 (165,025) Decrease (increase) in inventories (73,696) 15,838 Decrease (increase) in prepayments 5,343 (9,679) Increase in other current assets (27,772) (2,054) Total changes in operating assets, net 134,813 (183,261) Changes in operating liabilities, net: Decrease in contract liabilities (4,511) (21,895) Increase (decrease) in notes payable (3,883) 8,730 Increase in accounts payable 29,044 96,730 Increase in accounts payable to related parties 82,632 237,167 Increase (decrease) in other payables (5,685) 6,497 Increase (decrease) in other payables to related parties 29,045 (8,491) Decrease in other current liabilities (5,516) (9,035) Decrease in net defined benefit liabilities (228) (165) Total changes in operating liabilities, net 120,898 309,538 Total change in operating assets and liabilities 255,711 126,277 Total adjustments 713,918 824,593 Cash inflow generated from operations 799,914 676,491 Interest received 6,347 8,696 Interest paid (71,711) (86,944) Income tax refunded (paid) 40,353 (8,640) Net cash generated from operating activities 774,903 589,603
	72,477 35,439 (1,489) 119,062 71,711 (6,347) - 281,639 (283) 17,713 (57,420) (74,071) - (224)	66,480 33,422 (11,525) 30,660 71,825 (8,696) 23,553 478,056 (48) 10,666 (24,933) 29,126 (270) -
	458,207	698,316
	(1,005) (6,428) 147,442 (2,833) 93,762 (73,696) 5,343 (27,772)	(141) (18,094) (3,806) (300) (165,025) 15,838 (9,679) (2,054)
	134,813	(183,261)
	(4,511) (3,883) 29,044 82,632 (5,685) 29,045 (5,516) (228)	(21,895) 8,730 96,730 237,167 6,497 (8,491) (9,035) (165)
	120,898	309,538
	255,711	126,277
	713,918	824,593
	799,914	676,491
	6,347 (71,711) 40,353	8,696 (86,944) (8,640)
	774,903	589,603

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at amortized cost Proceeds from disposal of financial assets at amortized cost Acquisition of financial assets at fair value through profit or loss Investments accounted for using the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Increase in other receivables from related parties`增加` Acquisition of intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Repayment of bonds payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Payments of lease liabilities Dividends paid to owners of the company Issuance of new ordinary shares for cash Exercise of employee stock options Transfer of treasury shares to employees Net cash used in financing activities Effects of exchange rate changes on the balance of cash held in foreign currencies Increase (Decrease) in current cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	(37,155) - 48,783 214,292 (27,500) (17,400) (3,424) (161,005) (679,932) (191,651) 968 57 1,909 258 - (126,914) (13,370) (47,081)
	(709,721) (329,444)
	6,360,000 8,391,000 (6,575,000) (8,636,500) (1,200) (1,407,553) 1,323,122 765,512 (1,106,615) (180,935) 286 13 (3,618) (3,252) - (62,813) - 822,332 - 17,276 - 14,627
	(3,025) (280,293)
	(2,889) (4,572) 59,268 (24,706) 440,404 465,110
	$ 499,672 440,404
	(Concluded)

【 Attachment I 】

Dyaco International Inc.

Earnings Distribution Table

Year Ended December 31, 2024

Item Net Income of 2024 Plus: Remeasurement of Defined Benefit Obligation Recognized in Retained Earnings Total Amount of After-Tax Net Income for 2024 and Other Items Adjusted to The Current Year’s Undistributed Earnings Less: Appropriated Legal Reserves Less: Appropriated Special Reserves 2024 Distributable Earnings Plus: Unappropriated Earnings of Previous Years Distributable Earnings as of December 31, 2024 Distributable Items: Less: Dividends to Shareholders (NT$0.5369649/per share) Unappropriated Earnings	Unit: NT$ Amount
	71,951,693 717,810
	72,669,503 (7,266,950) 99,581,005
	164,983,558 100,963,448
	265,947,046 (87,158,046)
	178,789,000

Note 1: Earnings available for distribution by the end of 2024 shall be distributed first.
Note 2: The dividend distribution was calculated based on the number of 162,316,092 shares outstanding at the time of the Board of Directors' resolution on March 12, 2025. The actual dividend distribution rate was calculated based on the number of shares outstanding on the ex-dividend date.
Note 3: Pursuant to Article 25 of the Articles of Incorporation, the Company authorizes the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution by the Board of Directors, and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

【 Attachment J 】

Dyaco International Inc.

Comparison Table for Articles of Incorporation

After the Revision	Before the Revision	Description
Article 24 In accordance with the current Articles of Incorporation, the Company shall distribute compensation(of which no less than 20% shall be allocated to grassroots employees) to employees at a rate not less than 1% of the current year’s earnings and to directors at a rate not more than 5% of the current year’s earnings, but shall make up for any accumulated losses of the Company. The aforementioned earnings for the year represent the current year’s pre-tax earnings before distributions of compensation to employees and directors. The distribution of compensation to employees and directors shall be made by a resolution of the Board of Directors with the approval of a majority of the presenting directors with at least two- thirds of the directors presenting and shall be reported to the shareholders’ meeting. Employee compensation may be in the form of stock or cash and may be paid to employees of the Company who meet certain criteria.	Article 24 In accordance with the current Articles of Incorporation, the Company shall distribute compensation to employees at a rate not less than 1% of the current year’s earnings and to directors at a rate not more than 5% of the current year’s earnings, but shall make up for any accumulated losses of the Company. The aforementioned earnings for the year represent the current year’s pre-tax earnings before distributions of compensation to employees and directors. The distribution of compensation to employees and directors shall be made by a resolution of the Board of Directors with the approval of a majority of the presenting directors with at least two-thirds of the directors presenting and shall be reported to the shareholders’ meeting. Employee compensation may be in the form of stock or cash and may be paid to employees of the Company who meet certain criteria.	In Compliance with the Amendments to the Securities and Exchange Act
Article 28 These Articles of Incorporation were agreed to and signed on May 29, 1990. The 1stAmendment was on November 30, 1990. The 2ndAmendment was on September 20, 1991. The 3rdAmendment was on May 1, 1993. The 4thAmendment was on March 7, 1999. The 5thAmendment was on April 30, 2007. The 6thAmendment was on January 24, 2008. The 7thAmendment was on May 26, 2008. The 8thAmendment was on September 26, 2008. The 9thAmendment was on October 26,	Article 28 These Articles of Incorporation were agreed to and signed on May 29, 1990. The 1stAmendment was on November 30, 1990. The 2ndAmendment was on September 20, 1991. The 3rdAmendment was on May 1, 1993. The 4thAmendment was on March 7, 1999. The 5thAmendment was on April 30, 2007. The 6thAmendment was on January 24, 2008. The 7thAmendment was on May 26, 2008. The 8thAmendment was on September 26, 2008. The 9thAmendment was on October 26,	To adjust the revision date
	38

After the Revision	Before the Revision	Description
2009. The 10thAmendment was on June 23, 2011. The 11thAmendment was on July 22, 2011. The 12thAmendment was on June 5, 2012. The 13thAmendment was on October 18, 2012. The 14thAmendment was on August 8, 2013. The 15thAmendment was on June 26, 2015. The 16thAmendment was on June 29, 2016. The 17thAmendment was on May 26, 2017. The 18thAmendment was on May 30, 2019. The 19thAmendment was on May 28, 2020. The 20thAmendment was on May 27, 2022 The 21th Amendment was on May 27, 2024 The 22th Amendment was on May28,2025	2009. The 10thAmendment was on June 23, 2011. The 11thAmendment was on July 22, 2011. The 12thAmendment was on June 5, 2012. The 13thAmendment was on October 18, 2012. The 14thAmendment was on August 8, 2013. The 15thAmendment was on June 26, 2015. The 16thAmendment was on June 29, 2016. The 17thAmendment was on May 26, 2017. The 18thAmendment was on May 30, 2019. The 19thAmendment was on May 28, 2020. The 20thAmendment was on May 27, 2022. The 21th Amendment was on May 27, 2024

AI assistant

Dyaco — AGM Information 2025

51874_rns_2025-08-14_0bd9309d-b3da-4c35-9faa-668e2ca1c219.pdf

Dyaco International Inc.

2025 Annual General Shareholders' Meeting Minutes

( Translation )

Attendee：

I. Chairman's Address (omitted)

II. Report Items

III.Acknowledgement Items

Ratifications matter 1 (Proposed by the Board of Directors)

Ratifications matter 2 (Proposed by the Board of Directors)

IV. Discussion matters

Election matter 1 (Proposed by the Board of Directors)

Dyaco International Inc.

2024 Business Report

Dear shareholders:

I. 2024 Business Report

(III) Financial Income and Profit Analysis

(IV) Research and Development Status

II. Summary of 2024 Business Plan

(II) Marketing Policy

III. Future Company Development Strategy

Dyaco International Inc.

Audit Committee’s Review Report

Dyaco International Inc.

Dyaco International Inc.

Remuneration to Individual Directors for 2024

Dyaco International Inc.

Implementation Status Report of the Company’s Treasury Share

Implementation status of the sound operational plan

Dyaco International Inc.

The implementation of the Company’s release of domestic of convertible corporate bonds

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Impairment of Goodwill

Description of Key Audit Matter:

Other matters

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Description of Key Audit Matter:

Other matters

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Dyaco International Inc. and subsidiaries Notes to the Consolidated Financial Statements

KPMG

Notice to Readers

Consolidated Balance Sheets

DECEMBER 31, 2024 AND 2023

Dyaco International Inc. and subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2024 and 2023

Dyaco International Inc. and subsidiaries

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2024 and 2023

Dyaco International Inc. and subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2024 and 2023

Dyaco International Inc.

Balance Sheets

DECEMBER 31, 2024 AND 2023

Dyaco International Inc.

Statements of Comprehensive Income

For the Years Ended December 31, 2024 and 2023

Dyaco International Inc.

Statements of Changes in Equity

For the Years Ended December 31, 2024 and 2023

Dyaco International Inc.

Statements of Cash Flows

For the Years Ended December 31, 2024 and 2023

Dyaco International Inc.

Earnings Distribution Table

Year Ended December 31, 2024

Dyaco AGM Information 2025