ELASER - Annual Report 2022 | FinancialReports.eu

Stock Code: 3450

ELITE ADVANCED LASER CORPORATION

2023 Annual Shareholders’ Meeting

Meeting Agenda (Translation)

Date: June 6, 2023 Address: No. 189, Sec. 1, Xianmin Blvd., Banqiao Dist., New Taipei City (3F, Conference Room, Grand Forward Hotel)

Shareholders meeting will be held by means of physical meeting

1.
Meeting Procedure .................................................................................
2.
Meeting Agenda .....................................................................................
3.
Report Items ...........................................................................................
4.
Ratification Items ...................................................................................
5.
Items for Discussion ...............................................................................
6.
Extempore Motions ................................................................................
7.
Adjournment ..........................................................................................
8.
Attachment .............................................................................................
Attachment 1 ....................................................................................................
Attachment 2 ....................................................................................................
Attachment 3 ....................................................................................................
Attachment 4 ....................................................................................................
Attachment 5 ....................................................................................................
Attachment 6 ....................................................................................................
9.
Appendix ................................................................................................
Appendix 1. ......................................................................................................
Appendix 2. ......................................................................................................
Appendix 3 .......................................................................................................
Appendix 4 .......................................................................................................

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1. Meeting Procedure

Elite Advanced Laser Corporation

2023 Annual Shareholders’ Meeting Procedure

Call Meeting to Order
Chairperson’s Remarks
Report Items
Proposal Items
Discussion Items
Provisional Motions
Adjournment
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2. Meeting Agenda

Elite Advanced Laser Corporation

2023 Annual Shareholders’ Meeting

Meeting Agenda (Translation)

Type of Meeting ： Physical Meeting

Time: 9:00 a.m., June 6, 2023 (Tuesday)

Place: No. 189, Sec. 1, Xianmin Blvd., Banqiao Dist., New Taipei City (3F, Conference Room, Grand Forward Hotel)

Chairperson Calls the Meeting to Order (and reports equity shares in attendance)
Chairperson’s Remarks
Report Items
(1) Report on 2022 Employees’ and Directors’ Compensation.
(2) 2022 Business Report
(3) Audit Committee’s Review Report
(4) Revision of the Report on the “Rules of Procedure of the Board of Directors” of the Company.
Proposal Items
(1) Adoption of 2022 Business Report and Financial Statements.
(2) Adoption of 2022 Earnings Distribution.
Discussion Items
(1) Discussion of the Amendment to “Rules of Procedure for Shareholders Meetings.”
Extempore Motions
Adjournment
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3. Report Items

Proposal 1

Report on 2022 Employees’ and Directors’ Compensation .

Explanation:

The Article 33 of the Articles of Association stipulates that the remuneration of employees shall be 8% to 15% of the profit (the pre-tax profit excluding the employees’ and directors’ remuneration); the remuneration of directors shall not exceed 3% of the profit (the pre-tax profit excluding the employees’ and directors’ remuneration).
For the year of 2022, it is proposed to make an appropriation of NT$ 34,000 thousand for employees’ remuneration, representing 12.00% of the profit (the pre-tax benefit excluding the employees’ and directors’ remuneration), all of which will be paid in cash. It is proposed to make an appropriation of NT$ 8,000 thousand for directors’ remuneration, representing 2.82% of the profit (the pre-tax benefit excluding the employees’ and directors’ remuneration), all of which will be paid in cash. This case has been approved by the resolution of the Board of Directors on March 23, 2023 and reported to the shareholders’ meeting in accordance with the law.

Proposal 2

2022 Business Report

Explanation: Please refer to Attachment 1.

Proposal 3

The Audit Committee’s Review Report

Explanation:Please refer to Attachment 2.

Proposal 4

Revision of the Report on the “Rules of Procedure of the Board of Directors” of the Company

Explanation: It is proposed to revise the “Rules of Procedure of the Board of Directors” of the Company. For the comparison table of the revised provisions, please refer to Attachment 5.
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4. Proposal Items

Proposed by the Board of Directors

Proposal 1

Adoption of 2022 Business Report and Financial Statements

Explanation:

2022 consolidated and standalone financial statements have been audited by Certified Public Accountant Keng-Hsi, Chang and Chien-Hsin, Hsieh of Deloitte Touche Tohmatsu International Taiwan and were discussed and resolved in the Board of Directors meeting convened on March 23, 2023.
Please refer to Attachment 1, 3 and 4.

Resolutions:

Proposed by the Board of Directors

Proposal 2

Adoption of 2022 Earnings Distribution

Explanation:

The net profit after tax of the Company for the year 2022 is NT$ 191,824,339, and it is proposed to distribute a cash dividend of NT$ 0.5 per share. The Earning Distribution Statement for the year 2022 is as follows:

2022 Earning Distribution Statement

Unit: NTD

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Item Amount
Undistributed Retained Earnings,beginning of the year 1,092,438,345
Remeasurement of Defined Benefit Obligation 5,291,885
Net Icome of 2022 191,824,339
197,116,224
Adjusted unallocated earnings
Less: Legal reserve (19,711,622)
Less: special reserve (2,416,786)
Retained Earnings Available for Distribution as of December 1,267,426,161
31.2022
Stock dividends (NT$0 per share) 0
Cash dividends (NT$0.5 per share) (72,840,691) (72,840,691)
Undistributed Retained Earnings, end of the period 1,194,585,470
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This earning distribution will give priority to the use of the net profit after tax for the current period of 2022.

This case was approved by the resolution of the Board of Directors on March 23,
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2023 and submitted to the Audit Committee for examination and approval. Once the case is approved by the annual shareholders’ meeting, the chairman shall be authorized to separately determine the base date of dividend distribution and subsequent relevant distribution matters. This cash dividend shall be paid in cash till to 1 NT Dollar, rounded down below 1 NT Dollar; the chairman is authorized to negotiate with a specific person to adjust the total amount of the fractional parts.

In the event that the number of outstanding shares is affected by the repurchase of the Company’s shares, the transfer of treasury shares, or the subscription of common shares by employee stock option certificates, resulting in a change in the shareholders’ dividend rate, or in the event that a change is required as approved by the Competent Authority, a request shall be made to the annual shareholders’ meeting to authorize the Board of Directors to handle such matter.

Resolutions:

5. Discussion Items

Proposed by the Board of Directors

Proposal 1

Discussion of the Amendment to “Rules of Procedure for Shareholders Meetings”

Explanation: It is proposed to revise certain contents of the “Rules of Procedure of the Shareholders’ Meeting” of the Company in line with the amendment of laws and regulations. Please refer to Attachment 6.

Resolutions:

6. Extempore Motions

7. Adjournment

8. Attachment

Attachment 1

Elite Advanced Laser Corporation

2022 Consolidated Business Report

Dear Shareholders,

Amid the challenges of the rapidly changing global industrial environment and the epidemic situation, the management team of the Company, under the support and supervision of its shareholders throughout the years, has made continuous efforts to improve its operational structure by adhering to the 4A action policy of “Ahead, Able, Agile and Accountable”.

1. Operating results in 2022:

The consolidated sales of eLaser in 2022 was NT$ 6,775,781 thousand, the total consolidated income was NT$ 648,292 thousand, and the EPS was NT$ 1.32. The net value per share of owner’s equity is NT$ 27.25, the consolidated debt ratio is 38.66%, and the consolidated current ratio is 180.01%. In response to the market demand for new application areas such as high speed, high power and image recognition in the laser diode industry and the increasing application of power management components in the green and energy-saving industry, the Company is committed to meeting the production needs of customers and cooperating with customers to develop new products and new processes to meet new market needs and challenges.

2. Operating Plan in 2023:

In the face of the global epidemic, economic and trade conflicts and various uncertainties, the Company will adjust its sales strategies in a timely manner to maintain business stability based on the recent changes in the market environment, the overview of customer operations, the progress of new product development and the assessment of the overall industry development trend. During the year, the Company continued to develop the research and development of new products and expand the production scale in order to maintain its leading position in the foundry of optical information and optical communication laser packaging and power management components.

Major production and marketing policies:

(1) Continue to improve production efficiency and yield, reduce costs, and improve competitiveness.
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(2) Implement the concept of “Quality is Made”, strengthen the ability of employees and create a high-quality production culture.
(3) Collaborate with customers to develop new products and provide cost and quality advantages to create a win-win opportunity.
(4) Actively develop new applications and new customers with process technology.
(5) Continue to strengthen after-sales service and maintain stable interaction and trust with customers.
(6) Establish high standards for quality and technology, and enhance international branding and popularity.
(7) Establish and strengthen collaboration with international manufacturers to create opportunities for mutual benefit.

Looking at the above, with the changes and evolution of the global industry, in the overall market economy, customer competition has been promoted to the operation of the global platform and the integration of resources of group enterprises. In the face of fierce external competition, the Company will strive to adjust its operation and sales policies in a timely manner to maintain its industrial advantages. In addition, the Company will actively respond to the rapid changes in the regulatory environment to meet the requirements of laws and regulations, so as to make the operation structure safer and stronger.

The Company will continue to strive to maximize the interests of all shareholders with its existing research and development and manufacturing capabilities and efficient operation and management.

To all of you

Good health and good luck

Attachment 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2022 Business Report, Financial Statements, and proposal for allocation of yearly earnings. The CPA firm of Deloitte & Touche was retained to audit eLaser’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and quarterly earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Elite Advanced Laser Corporation. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Elite Advanced Laser Corporation

Chairman of the Audit Committee: Chi-Yu, Yang March 23, 2023

Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Elite Advanced Laser Corporation

Opinion

We have audited the accompanying consolidated financial statements of Elite Advanced Laser Corporation and its subsidiaries (the “Group”), which comprise the consolidated balances sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and of cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated 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, 2022. 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.

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

The veracity of the sales revenue of specific customers

The Group’s operating income in 2022 was NT$6,775,781 thousand, a decrease of 6% from 2021. Among them, customers with transaction of a material amount with on-going growth for 48% of the overall operating income, which has a significant impact on consolidated financial statements. Thus, we have considered sales authenticity related to the aforementioned specific customers as a key audit matter in the consolidated financial statements in 2022. Please refer to Note 4 (16) of the Consolidated Financial Statements for the description of the income recognition policy.

Our audit procedures for this include:

By understanding the relevant internal control systems and operating procedures of the sales transaction cycle, we design the internal control auditing procedures according to the veracity of the sales revenue and confirm and evaluate the relevant internal control procedure during the sales transactions for whether the design and implementation are effective.
We obtain the list of the above-mentioned customers in 2022, and evaluate whether their relevant background, transaction amount, credit line and company size are reasonable.
We select samples from the above-mentioned customer sales details, examine the sales slips, customs declarations, bills of lading, sales invoices, post-period collections, and post-period major sales returns to confirm the veracity of the sales revenue.

Other Matter

We have also audited the parent company only financial statements of Elite Advanced Laser Corporation as of and for the years ended December 31, 2022 and 2021, on which we have issued an unqualified audit opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 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 Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the 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 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
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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 to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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 Company 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 the 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 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.

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

The engagement partners on the reviews resulting in this independent auditors’ review report are Keng-Hsi, Chang and Chien-Hsin, Hsieh.

Deloitte & Touche Taipei, Taiwan Republic of China

March 23, 2023

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 review such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ review report and the accompanying consolidated financial statements have been translated into English from 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’ review report and consolidated financial statements shall prevail.

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ELITE ADVANCED LASER CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

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December 31, 2022 December 31, 2021
Code ASSETS Amount ％ Amount ％
CURRENT ASSETS
1100 Cash and cash equivalents (Notes 4 and 6) $2,542,423 25 $2,071,077 21
1136 Financial assets at amortized cost - Current (Notes 4, 5, 7, 8 and 36) 12,500 - - -
1140 Current contract assets (Notes 4, 5 and 24) 151,762 2 209,458 2
1150 Notes receivable (Notes 4, 5, 9 and 24) - - 20,245 -
1170 Accounts receivable (Notes 4, 5, 9 and 24) 986,290 10 1,328,772 13
1180 Accounts receivable due from related parties (Notes 4, 5, 24 and 35) 9,583 - 8,717 -
1200 Other receivables (Notes 4, 5 and 9) 164,211 2 177,486 2
1210 Accounts receivable due from related parties (Notes 4, 5 and 35) 43 - 110 -
1220 Current tax asset (Notes 4 and 26) 10,086 - 1,674 -
130X Inventories (Notes 4 and 10) 527,241 5 472,483 5
1410 Prepayments (Note 18) 222,693 2 305,960 3
11XX Total current assets 4,626,832 46 4,595,982 46
NON-CURRENT ASSETS
1540 Financial assets at amortized cost - Non-current
(Notes 4, 5, 7, 8 and 36) 741 - - -
1550 Investments accounted for using equity method (Notes 4 and 12) 101,489 1 88,869 1
1600 Property, plant and equipment (Notes 4, 13, 29 and 36) 4,670,386 46 4,362,364 44
1755 Right-of-use assets (Notes 4 and 14) 154,230 1 172,661 2
1760 Investment property (Notes 4 and 15) 57,214 1 64,529 -
1805 Goodwill (Notes 4 and 16) 32,577 - - -
1821 Intangible assets (Notes 4 and 17) 6,176 - 6,523 -
1840 Deferred tax assets (Notes 4 and 26) 96,860 1 67,985 1
1990 Other non-current assets (Notes 4, 5, 9 and 18) 423,071 4 572,954 6
15XX Total non-current assets 5,542,744 54 5,335,885 54
1XXX TOTAL $10,169,576 100 $9,931,867 100
Code LIABILITIES AND EQUITY
CURRENT LIABILITIES
2100 Short-term borrowings (Notes 4, 19 and 36) $ 71,170 1 $ - -
2130 Current contract liabilities (Notes 4, 24 and 35) 16,019 - 28,134 -
2170 Accounts payable 874,883 9 1,066,263 11
2180 Accounts payable to related parties (Notes 4 and 35) 1,907 - - -
2200 Other payables (Notes 20 and 32) 1,199,217 12 1,163,815 12
2220 Other payable to related parties (Notes 4 and 35) 15,014 - - -
2230 Current tax liabilities (Notes 4 and 26) 128,967 1 171,053 2
2250 Current provisions (Notes 4 and 21) 36,419 - 34,123 -
2280 Current lease liabilities (Notes 4 and 14) 42,745 - 35,670 -
2300 Other current liabilities (Note 20) 146,192 2 98,151 1
2320 Long-term borrowings due within 1 year (Notes 4, 19 and 36) 37,732 - 83,054 1
21XX Total current liabilities 2,570,265 25 2,680,263 27
NON-CURRENT LIABILITIES
2540 Long-term borrowings (Notes 4, 19 and 36) 367,268 4 275,936 3
2570 Deferred tax liabilities (Notes 4 and 26) 348,313 4 325,885 3
2580 Lease liabilities (Notes 4 and 14) 73,709 1 96,164 1
2640 Net defined benefit liabilities (Notes 4 and 22) 31,562 - 37,712 -
2670 Others (Notes 20, 32 and 35) 540,041 5 455,279 5
25XX Total non-current liabilities 1,360,893 14 1,190,976 12
2XXX Total liabilities 3,931,158 39 3,871,239 39
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
(Notes 4 and 23)
Capital stock
3110 Common stock 1,456,814 14 1,456,814 15
3200 Capital Surplus 452,294 5 452,272 5
Retained earnings
3310 Legal reserve 773,432 7 736,221 7
3320 Special reserve 65,301 1 66,339 1
3350 Unappropriated earnings 1,289,555 13 1,390,838 14
3300 Total retained earnings 2,128,288 21 2,193,398 22
3400 Others ( 67,718 ) ( 1 ) ( 65,301 ) ( 1 )
31XX Total equity attributable to owners of the Company 3,969,678 39 4,037,183 41
36XX NON-CONTROLLING INTERESTS (Notes 4, 23, 28 and 31) 2,268,740 22 2,023,445 20
3XXX Total equity 6,238,418 61 6,060,628 61
TOTAL $10,169,576 100 $9,931,867 100
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The accompanying notes are an integral part of the consolidated financial statements.

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ELITE ADVANCED LASER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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

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2022 2021
Code Amount ％ Amount ％
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OPERATING REVENUE (Notes 4, 24 and 35) 4100 Sales Revenue 4800 Other Operating revenue 4000 Total revenue OPERATING COSTS (Notes 10, 25, 29 and 35) 5110 Cost of goods sold ( 5800 Other operating costs ( 5000 Total operating costs ( 5900 GROSS PROFIT OPERATING EXPENSES (Notes 4, 9, 24, 25 and 28) 6100 Selling and distribution expense ( 6200 General and administrative ( 6300 Research and development ( 6450 Expected credit impairment loss ( 6000 Total operating expenses ( 6500 OTHER GAINS AND LOSSES (Notes 4, 13 and 25) ( 6900 INCOME FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 12, 25 and 35) 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs ( 7060 Share of profit of associates accounted for using equity method 7000 Total non-operating income and expenses 7900 INCOME BEFORE INCOME TAX 7950 INCOME TAX EXPENSES (Notes 4 and 26) ( 8200 NET INCOME	$ 6,469,775 95 306,006 5 6,775,781 100 5,449,641 ) ( 80 ) ( 34,151) ( 1) ( 5,483,792) ( 81) ( 1,291,989 19 42,439 ) ( 1 ) ( 440,494 ) ( 7 ) ( 142,626 ) ( 2 ) ( 26,458) - ( 652,017) ( 10) ( 31,481) - 608,491 9 16,972 1 15,030 - 255,587 4 ( 8,039 ) - ( 14,635 - 294,185 5 ( $ 902,676 14 254,355 ) ( 4 ) ( 648,321 10	$ 6,799,765 94 397,775 6 7,197,540 100 5,456,380 ) ( 76 ) 48,494) ( 1) 5,504,874) ( 77) 1,692,666 23 44,165 ) ( 1 ) 376,568 ) ( 5 ) 149,862 ) ( 2 ) 8,674) - 579,269) ( 8) - - 1,113,397 15 6,146 - 12,956 - 54,188 ) - 4,252 ) - 10,964 - 28,374) - $ 1,085,023 15 294,382 ) ( 4 ) 790,641 11

(Continued)

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2022 2021
Code Amount ％ Amount ％
OTHER COMPREHENSIVE
INCOME (LOSS)
(Notes 4, 22, 23 and 26)
8310 Items that will not be
reclassified subsequently to
profit or loss:
8311 Remeasurement of
defined benefit
- -
obligation 6,615 2,400
8349 Income tax expense
related to item that will
not be reclassified
subsequently ( 1,323 ) - ( 480 ) -
8360 Items that will not be
reclassified subsequently to
profit or loss
8361 Exchange differences
arising on translation of
foreign operations ( 5,925 ) - 2,544 -
8399 Income tax profit
(expense) related to
items that will be
reclassified
subsequently 604 - ( 259 ) -
8300 Other comprehensive
income(loss) for the
period, net of income
tax ( 29 ) - 4,205 -
8500 TOTAL COMPREHENSIVE
INCOME $ 648,292 10 $ 794,846 11
NET INCOME ATTRIBUTABLE
TO
8610 Owners of the Company $ 191,824 3 $ 371,053 5
8620 Non-controlling interests 456,497 7 419,588 6
8600 $ 648,321 10 $ 790,641 11
TOTAL COMPREEHENSIVE
INCOME ATTRIBUTABLE TO
8710 Owners of the Company $ 194,699 3 $ 374,011 5
8720 Non-controlling interests 453,593 7 420,835 6
8700 $ 648,292 10 $ 794,846 11
EARNINGS PER SHARE
(Note 27)
From continuing operations
9710 Basic earnings per share $ 1.32 $ 2.55
9810 Diluted earnings per
share $ 1.31 $ 2.51
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The accompanying notes are an integral part of the consolidated financial statements.

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ELITE ADVANCED LASER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

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Equity attributable to owners of the Company
Other equity
Retained earnings
Code Unappropriated Foreign currency Non-controlling
Capital stock Capital surplus Legal capital reserve Special capital reserve earnings translation reserve Total interests Total equity
A1 BALANCE AT JANUARY 1, 2021 $ 1,456,814 $ 452,272 $ 712,499 $ 68,091 $ 1,244,652 ( $ 66,339 ) $ 3,867,989 $ 1,944,026 $ 5,812,015
Distribution of 2020 earnings (Note 23)
B1 Legal capital reserve - - 23,722 - ( 23,722 ) - - - -
B3 Special capital reserve - - - ( 1,752 ) 1,752 - - - -
B5 Cash dividends to shareholders - - - - ( 203,954 ) - ( 203,954 ) - ( 203,954 )
- - - -
23,722 ( 1,752 ) ( 225,924 ) ( 203,954 ) ( 203,954 )
M5 Difference between consideration received and the
carrying amount of subsidiaries’ net assets
during actual acquisitions (Notes 23 and 31) - - - - ( 863 ) - ( 863 ) 863 -
D1 Net income in 2021 - - - - 371,053 - 371,053 419,588 790,641
D3 Other comprehensive income (loss) in 2021, net of
income tax - - - - 1,920 1,038 2,958 1,247 4,205
D5 Total comprehensive income (loss) in 2021 - - - - 372,973 1,038 374,011 420,835 794,846
O1 Cash dividends issued from subsidiaries (Note 23) - - - - - - - ( 284,571 ) ( 284,571 )
O1 Decrease in non-controlling interests
- - - - - - -
(Notes 23 and 31) ( 57,708 ) ( 57,708 )
Z1 BALANCE AT DECEMBER 31, 2021 1,456,814 452,272 736,221 66,339 1,390,838 ( 65,301 ) 4,037,183 2,023,445 6,060,628
Distribution of 2021 earnings (Note 23)
B1 Legal capital reserve - - 37,211 - ( 37,211 ) - - - -
B3 Special capital reserve - - - ( 1,038 ) 1,038 - - - -
B5 Cash dividends to shareholders - - - - ( 262,226 ) - ( 262,226 ) - ( 262,226 )
- - - -
37,211 ( 1,038 ) ( 298,399 ) ( 262,226 ) ( 262,226 )
M7 Changes in percentage of ownership interests in
subsidiaries (Notes 23, 25 and 28) - 22 - - - - 22 - 22
D1 Net income in 2022 - - - - 191,824 - 191,824 456,497 648,321
D3 Other comprehensive income (loss) in 2022, net of
income tax - - - - 5,292 ( 2,417 ) 2,875 ( 2,904 ) ( 29 )
D5 Total comprehensive income (loss) in 2022 - - - - 197,116 ( 2,417 ) 194,699 453,593 648,292
O1 Cash dividends issued from subsidiaries (Note 23) - - - - - - - ( 347,809 ) ( 347,809 )
O1 Increase in non-controlling interests
- - - - - - -
(Notes 23, 25 and 28) 139,511 139,511
Z1 BALANCE AT DECEMBER 31, 2022 $ 1,456,814 $ 452,294 $ 773,432 $ 65,301 $ 1,289,555 ( $ 67,718 ) $ 3,969,678 $ 2,268,740 $ 6,238,418
----- End of picture text -----

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

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ELITE ADVANCED LASER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

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Code 2022 2021
CASH FLOWS FROM OPERATING
----- End of picture text -----

Code	CASH FLOWS FROM OPERATING			2022			2021
	ACTIVITIES
A10000	Income before income tax		$	902,676		$	1,085,023
A20010	Adjustments for:
A20100	Depreciation expense			801,627			654,815
A20200	Amortization expense			4,546			3,826
A20300	Expected credit impairment loss			26,458			8,674
A20900	Finance costs			8,039			4,252
A21200	Interest income	(		16,972 )	(		6,146 )
A21900	Stock option compensation cost of
	subsidiary			37			-
A22300	Share of profit of associates
	accounted for using the equity
	method	(		14,635 )	(		10,964 )
A22500	Gains (losses) on disposal of property,
	plant and equipment	(		2,846 )			4,597
A23500	Impairment loss on property, plant
	and equipment			31,481			-
A23700	Impairment loss on non-financial
	assets			32,241			33,682
A24100	Loss (gain) on foreign exchange, net	(		158,510 )			38,113
A29900	Liability provisions			2,962			5,916
A29900	Profit from lease modification	(		19 )	(		25 )
A29900	Reversal of deferred revenue			-	(		53,259 )
A30000	Changes in operating assets and liabilities
A31125	Contract assets			32,963	(		23,836 )
A31130	Notes receivables			13,309	(		9,417 )
A31150	Accounts receivable			303,786	(		157,216 )
A31160	Accounts receivable due from related
	parties	(		734 )	(		701 )
A31180	Other receivables			14,698	(		11,637 )
A31200	Inventories			113,713	(		174,480 )
A31230	Prepayments			100,192	(		118,925 )
A32125	Contract liabilities	(		19,844 )	(		4,298 )
A32150	Accounts payable	(		254,453 )			122,715
A32160	Accounts payable to related parties			1,918			-
A32180	Other payables	(		814 )			48,776
A32200	Liability provisions	(		666 )	(		9,588 )
A32230	Other current liabilities	(		1,157 )	(		3,864 )
A32240	Net defined benefit liabilities			465			389

(Continued)

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Code 2022 2021
A33000 Net cash generated by operating activities 1,920,461 1,426,422
A33100 Interest received 15,753 6,649
A33300 Interest paid ( $ 8,061 ) ( $ 4,064 )
A33500 Income taxes paid ( 311,872 ) ( 176,295 )
AAAA Net cash generated from operating
activities 1,616,281 1,252,712
CASH FLOWS FROM INVESTING
ACTIVITIES
B02200 Net cash inflow from acquisition of
-
subsidiaries (Note 30) 42,163
B02700 Acquisition of property, plant and
equipment ( 520,544 ) ( 1,194,165 )
B02800 Disposal of property, plant and equipment 12,302 40,169
B03700 Increase in refundable deposits ( 355 ) ( 933 )
B03800 Decrease in refundable deposits 612 1,830
B04400 Decrease in other receivables - from related
parties 68 45
B04500 Acquisition of intangible assets ( 1,336 ) ( 4,389 )
B05350 Acquisition of right-of-use assets - ( 37 )
B07100 Increase in prepayments for equipment ( 402,692 ) ( 505,322 )
B07600 Dividends received 3,398 3,376
BBBB Net cash used in investing activities ( 866,384 ) ( 1,659,426 )
CASH FLOWS FROM FINANCING
ACTIVITIES
C01600 Long-term loan 405,000 300,000
C01700 Repay long-term loan ( 358,990 ) ( 38,010 )
C03000 Guarantee deposits received 178,352 545,630
C03100 Guarantee deposits refunded ( 89 ) ( 1,172 )
C04020 Repayment of the principal portion of lease
liabilities ( 39,021 ) ( 40,638 )
C04500 Dividends to owners of the Company ( 262,226 ) ( 203,954 )
C05400 Acquisition of the subsidiaries equity - ( 57,708 )
C05800 Cash dividends to non-controlling interests ( 347,749 ) ( 284,526 )
C05800 Cash-refunding capital reduction of
non-controlling interest shares ( 713 ) -
CCCC Net cash generated by (used in)
financing activities ( 425,436 ) 219,622
DDDD EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND EQUIVALENTS 146,885 ( 39,427 )
EEEE NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 471,346 ( 226,519 )
E00100 CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 2,071,077 2,297,596
E00200 CASH AND CASH EQUIVALENTS, END OF
YEAR $ 2,542,423 $ 2,071,077
----- End of picture text -----

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

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Attachment 4

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders

Elite Advanced Laser Corporation:

Opinion

We have audited the accompanying financial statements of Elite Advanced Laser Corporation (the “Company”), which comprise the balances sheets as of December 31, 2022 and 2021, and the statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statement 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 financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

20 -

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

The veracity of the sales revenue of specific customers

The Company’s operating income in 2022 was NT$1,539,186 thousand, a decrease of 37% from 2021. Among them, customers with transaction of a material amount with on-going growth for 38% of the overall operating income, which has a significant impact on financial statements. Thus, we have considered sales authenticity related to the aforementioned specific customers as a key audit matter in the financial statements in 2022. Please refer to Note 4 (12) of the Financial Statements for the description of the income recognition policy.

The sales authenticity to specific customer of a subsidiary accounted for using the equity method

Subsidiary GEM Services, Inc.’s operating income in 2022 was NT$5,221,467 thousand. However, the sales revenue of specific customers with a relatively large revenue growth accounted for about 59% of the operating income, which has a significant impact on financial statements. Thus, we have considered sales authenticity related to the aforementioned specific customers as a key audit matter in the financial statements in 2022.

Our accounting procedures on the sales revenue of the above-mentioned specific customers and the sales revenue of specific customers of the subsidiary accounted for using the equity method include:

By understanding the relevant internal control systems and operating procedures of the sales transaction cycle, we design the internal control auditing procedures according to the veracity of the sales revenue and confirm and evaluate the relevant internal control procedure during the sales transactions for whether the design and implementation are effective.
We obtain the list of the above-mentioned customers in 2022, and evaluate whether their relevant background, transaction amount, credit line and company size are reasonable.
We select samples from the above-mentioned customer sales details, examine the sales slips, customs declarations, bills of lading, sales invoices, post-period collections, and post-period major sales returns to confirm the veracity of the sales revenue.
21 -

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

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

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a 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 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.
22 -
Obtain an understanding of internal control relevant to the audit to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our

23 -

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 Keng-Hsi, Chang and Chien-Hsin, Hsieh.

Deloitte & Touche Taipei, Taiwan Republic of China

March 23, 2023

Notice to Readers

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

For the convenience of readers, the independent auditors’ review report and the accompanying statements have been translated into English from 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’ review report and financial statements shall prevail.

24 -

ELITE ADVANCED LASER CORPORATION

BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

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December 31, 2022 December 31, 2021
Code ASSETS Amount ％ Amount ％
CURRENT ASSETS
1100 Cash and cash equivalents (Notes 4 and 6) $ 219,815 4 $ 342,926 6
1140 Current contract assets (Notes 4, 5, 19 and 27) 63,437 1 83,811 2
1150 Notes receivable (Notes 4, 5, 7 and 19) - - 20,245 -
1170 Accounts receivable (Notes 4, 5, 7 and 19) 154,606 3 321,809 6
1180 Accounts receivable due from related parties
(Notes 4, 5, 19 and 27) 31,705 1 - -
1200 Other receivables (Notes 4, 5 and 7) 15,142 - 16,416 -
130X Inventories (Notes 4 and 8) 133,490 3 183,770 4
1410 Prepayments (Note 13) 185,389 4 163,556 3
11XX Total current assets 803,584 16 1,132,533 21
NON-CURRENT ASSETS
1550 Investments accounted for using equity method
(Notes 4 and 9) 2,517,612 49 2,181,644 41
1600 Property, plant and equipment (Notes 4, 10, 27 and 28) 1,729,769 33 1,925,280 36
1755 Right-of-use assets (Notes 4 and 11) 44,001 1 39,300 1
1780 Intangible assets (Notes 4 and 12) 1,581 - 2,794 -
1840 Deferred tax assets (Notes 4 and 21) 58,023 1 43,117 1
1990 Other non-current assets (Notes 4, 7 and 13) 5,962 - 34,754 -
15XX Total non-current assets 4,356,948 84 4,226,889 79
1XXX TOTAL $ 5,160,532 100 $ 5,359,422 100
Code LIABILITIES AND EQUITY
CURRENT LIABILITIES
2130 Current contract liabilities (Notes 4 and 19) $ 4,322 - $ 18,995 -
2170 Accounts payable 156,886 3 252,620 5
2200 Other payables (Notes 15 and 24) 162,394 3 224,637 4
2230 Current tax liabilities (Notes 4 and 21) 31,973 1 60,816 1
2250 Current provisions (Notes 4 and 16) 6,419 - 4,123 -
2280 Current lease liabilities (Notes 4 and 11) 7,734 - 5,825 -
2320 Long-term borrowings due within 1 year (Notes 4, 14
and 28) 37,732 1 83,054 2
2300 Other current liabilities (Note 15) 2,038 - 2,591 -
21XX Total current liabilities 409,498 8 652,661 12
NON-CURRENT LIABILITIES
2540 Long-term borrowings (Notes 4, 14 and 28) 367,268 7 275,936 5
2570 Deferred tax liabilities (Notes 4 and 21) 345,733 7 322,075 6
2580 Lease liabilities (Notes 4 and 11) 36,773 1 33,835 1
2640 Net defined benefit liabilities (Notes 4 and 17) 31,562 - 37,712 1
2670 Other non-current liabilities (Notes 15 and 27) 20 - 20 -
25XX Total non-current liabilities 781,356 15 669,578 13
2XXX Total liabilities 1,190,854 23 1,322,239 25
EQUITY
(Notes 4 and 18)
Capital stock
3110 Common stock 1,456,814 28 1,456,814 27
3200 Capital Surplus 452,294 9 452,272 8
Retained earnings
3310 Legal reserve 773,432 15 736,221 14
3320 Special reserve 65,301 1 66,339 1
3350 Unappropriated earnings 1,289,555 25 1,390,838 26
3300 Total retained earnings 2,128,288 41 2,193,398 41
3400 Others ( 67,718 ) ( 1 ) ( 65,301 ) ( 1 )
3XXX Total equity 3,969,678 77 4,037,183 75
TOTAL $ 5,160,532 100 $ 5,359,422 100
----- End of picture text -----

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

25 -

ELITE ADVANCED LASER CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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

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

2022 2021
Code Amount ％ Amount ％
OPERATING REVENUE (Notes 4,
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19 and 27) 4100 Sales Revenue 4800 Other Operating revenue 4000 Total revenue OPERATING COSTS (Notes 8, 20 and 27) 5110 Cost of goods sold ( 5800 Other operating costs ( 5000 Total operating costs ( 5900 GROSS PROFIT OPERATING EXPENSES (Notes 7, 19 and 20) 6100 Selling and distribution expense ( 6200 General and administrative ( 6300 Research and development ( 6450 Expected credit impairment loss ( 6000 Total operating expenses ( 6500 Other gains and losses (Notes 4, 10 and 20) ( 6900 Net operating income (loss) ( NON-OPERATING INCOME AND EXPENSES (Notes 4, 20 and 27) 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs ( 7070 Share of the other comprehensive (loss) income of subsidiaries accounted for using the equity method 7000 Total non-operating income and expenses 7900 INCOME BEFORE INCOME TAX 7950 INCOME TAX EXPENSE (Notes 4 and 21) (	$ 1,295,357 243,829 1,539,186 1,470,806 ) ( 31,788) ( 1,502,594) ( 36,592 23,756 ) ( 121,844 ) ( 88,351 ) ( 28,952) ( 262,903) ( 31,481) ( 257,792) ( 573 2,659 24,631 $ 4,701 ) 475,919 499,081 241,289 49,465 ) (	84 16 100 96 ) ( 2) ( 98) ( 2 1 ) ( 8 ) ( 6 ) ( 2) ( 17) ( 2) 17) - - 2 - ( 31 33 16 3 ) (	$ 2,093,260 334,368 2,427,628 2,091,819 ) ( 48,470) ( 2,140,289) ( 287,339 26,110 ) ( 124,737 ) ( 101,967 ) ( 3,216) 256,030) ( - 31,309 85 4,133 3,974 $ 3,698 ) 427,549 432,043 463,352 92,299 ) (	86 14 100 86 ) 2) 88) 12 1 ) 5 ) 5 ) - 11) - 1 - - - - 18 18 19 4 )

(Continued)

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2022 2021
Code Amount ％ Amount ％
8200 NET INCOME 191,824 13 371,053 15
OTHER COMPREHENSIVE
INCOME (LOSS) (Notes 4, 17, 18
and 21)
8310 Items that will not be reclassified
subsequently to profit or loss:
8311 Remeasurement of defined
- -
benefit obligation 6,615 2,400
8349 Income tax benefit
(expense) item that will
not be reclassified
- -
subscquently ( 1,323 ) ( 480 )
8360 Items that will not be reclassified
subsequently to profit or loss
8361 Exchange differences
arising on translation of
- -
foreign operations ( 3,021 ) 1,297
8399 Income tax profit (expense)
related to items that will
be reclassified
subsequently 604 - ( 259 ) -
8300 Other comprehensive
- -
income (loss), net of tax 2,875 2,958
8500 TOTAL COMPREHENSIVE INCOME $ 194,699 13 $ 374,011 15
EARNINGS PER SHARE
(Note 22)
9710 Basic earnings per share $ 1.32 $ 2.55
9810 Diluted earnings per share $ 1.31 $ 2.51
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The accompanying notes are an integral part of the financial statements.

27 -

ELITE ADVANCED LASER CORPORATION

STATEMENTS OF CHANGES IN EQUITY

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

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Other equity
Retained earnings
Special capital Unappropriated Foreign currency
Code Capital stock Capital surplus Legal capital reserve reserve earnings translation reserve Total equity
A1 BALANCE AT JANUARY 1, 2021 $ 1,456,814 $ 452,272 $ 712,499 $ 68,091 $ 1,244,652 ( $ 66,339 ) $ 3,867,989
Distribution of 2020 earnings (Note 18)
B1 Legal capital reserve - - 23,722 - ( 23,722 ) - -
B3 Special capital reserve - - - ( 1,752 ) 1,752 - -
B5 Cash dividends to shareholders - - - - ( 203,954 ) - ( 203,954 )
- - -
23,722 ( 1,752 ) ( 225,924 ) ( 203,954 )
M5 Difference between consideration received and the carrying
amount of subsidiaries’ net assets during actual
acquisitions (Note 23) - - - - ( 863 ) - ( 863 )
D1 Net income for the year ended December 31, 2021
- - - - -
371,053 371,053
D3 Other comprehensive income (loss) for the year ended
- - - -
December 31, 2021, net of income tax 1,920 1,038 2,958
D5 Total comprehensive income (loss) for the year ended
- - - -
December 31, 2021 372,973 1,038 374,011
Z1 BALANCE AT DECEMBER 31, 2021 1,456,814 452,272 736,221 66,339 1,390,838 ( 65,301 ) 4,037,183
Distribution of 2021 earnings (Note 18)
B1 Legal capital reserve - - 37,211 - ( 37,211 ) - -
B3 Special capital reserve - - - ( 1,038 ) 1,038 - -
B5 Cash dividends to shareholders - - - - ( 262,226 ) - ( 262,226 )
- - -
37,211 ( 1,038 ) ( 298,399 ) ( 262,226 )
M7 Changes in subsidiaries’ ownership (Note 18) - 22 - - - - 22
D1 Net income for the year ended December 31, 2022 - - - - 191,824 - 191,824
D3 Other comprehensive income (loss) for the year ended
- - - -
December 31 2022, net of income tax 5,292 ( 2,417 ) 2,875
D5 Total comprehensive income (loss) for the year ended
December 31 2022 - - - - 197,116 ( 2,417 ) 194,699
Z1 BALANCE AT DECEMBER 31, 2022 $ 1,456,814 $ 452,294 $ 773,432 $ 65,301 $ 1,289,555 ( $ 67,718 ) $ 3,969,678
----- End of picture text -----

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

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ELITE ADVANCED LASER CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

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

Code 2022 2021
----- End of picture text -----

Code				2022			2021
	CASH FLOWS FROM OPERATING
	ACTIVITIES
A10000	Income before income tax		$	241,289		$	463,352
A20010	Adjustments for:
A20100	Depreciation expense			251,168			267,912
A20200	Amortization expense			1,971			1,489
A20300	Expected credit impairment loss			28,952			3,216
A20900	Finance costs			4,701			3,698
A21200	Interest income	(		573 )	(		85 )
A22400	Share of the other comprehensive
	(loss) income of subsidiaries
	accounted for using the equity
	method	(		475,919 )	(		427,549 )
A22500	Losses on disposal of property, plant
	and equipment			-			4,597
A23500	Impairment loss on property, plant
	and equipment			31,481			-
A23700	Impairment loss recognized on
	non-financial assets			27,211			14,708
A24100	Losses(gains) on foreign exchange,
	net	(		13,379 )			10,099
A29900	Liability provisions			2,296			3,639
A29900	Gains from lease modification	(		19 )	(		23 )
A29900	Reversal of deferred revenue			-	(		53,259 )
A30000	Changes in operating assets and liabilities
A31125	Contract assets	(		5,352 )			9,956
A31130	Notes receivables			13,309	(		9,417 )
A31150	Accounts receivable			172,961			50,970
A31160	Accounts receivable due from
	related parties	(		31,705 )			-
A31180	Other receivables			1,274			8,036
A31200	Inventories			23,069			11,302
A31230	Prepayments	(		21,833 )	(		49,853 )
A32125	Contract liabilities	(		14,673 )			1,403
A32150	Accounts payable	(		96,778 )	(		103,014 )
A32180	Other payables	(		46,802 )	(		2,385 )
A32200	Provisions			-	(		7,311 )
A32230	Other current liabilities	(		553 )			223
A32240	Net defined benefit liabilities			465			389
A33000	Net cash generated by operating activities			92,561			202,093
A33100	Interest received			573			85

(Continued)

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Code 2022 2021
A33300 Interest paid ( $ 4,775 ) ( $ 3,510 )
A33500 Income taxes paid ( 70,275 ) ( 7,875 )
AAAA Net cash generated from operating
activities 18,084 190,793
CASH FLOWS FROM INVESTING
ACTIVITIES
B02200 Net cash outflow from acquisition of
-
subsidiary (Note 9) ( 225,000 )
B02700 Acquisition of property, plant and
equipment ( 62,692 ) ( 537,737 )
B02800 Disposal of property, plant and equipment - 38,884
B03800 Decrease in refundable deposits 263 425
B04500 Acquisition of intangible assets ( 758 ) ( 2,946 )
B05350 Acquisition of right-of-use assets - ( 37 )
B07100 Increase in prepayments for equipment ( 3,311 ) ( 13,035 )
B07600 Dividends from subsidiaries 361,952 383,058
BBBB Net cash inflows (outflows) from
investing activities 70,454 ( 131,388 )
CASH FLOWS FROM FINANCING
ACTIVITIES
C01600 Long-term borrowings 405,000 300,000
C01700 Repay long-term borrowings ( 358,990 ) ( 38,010 )
C03100 Guarantee deposits refunded - ( 573 )
C04020 Repayment of the principal portion of
lease liabilities ( 7,832 ) ( 9,990 )
C04500 Dividends to owners of the Company ( 262,226 ) ( 203,954 )
C05400 Acquisition of the subsidiaries equity - ( 57,708 )
CCCC Net cash used in financing activities ( 224,048 ) ( 10,235 )
DDDD EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND EQUIVALENTS 12,399 ( 9,686 )
EEEE NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ( 123,111 ) 39,484
E00100 CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 342,926 303,442
E00200 CASH AND CASH EQUIVALENTS, END
OF YEAR $ 219,815 $ 342,926
----- End of picture text -----

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

30 -

Attachment 5

Elite Advanced Laser Corporation

Comparison Table of Amendments to the “Rules of Procedure of the Board of Directors”

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Amendment
After Amendment Before Amendment
Description
Article 3. The meeting of the Board of Article 3. The meeting of the Board of Revised
Directors shall be convened at Directors shall be convened at according to the
least once every quarter, and least once every quarter, and Letter Tai Zheng
each director shall be notified each director shall be notified Shang Yi Zi
of the meeting seven days in of the meeting seven days in No.1110015595
advance, specifying the time advance, specifying the time issued on
and place of the meeting and and place of the meeting and August 8, 2022
the reasons for convening the the reasons for convening the
meeting; provided that in case meeting; provided that in case
of emergency, the meeting of emergency, the meeting
may be convened at any time, may be convened at any time,
and the directors shall not and the directors shall not
raise an objection on the raise an objection on the
ground that the notice of ground that the notice of
convening the meeting has convening the meeting has
not exceeded seven days. not exceeded seven days.
With the consent of the With the consent of the
counterparty, the notice to counterparty, the notice to
convene the meeting referred convene the meeting referred
to in the preceding paragraph to in the preceding paragraph
may be given by electronic may be given by electronic
means or by facsimile. means or by facsimile.
The matters set forth in Article The matters referred to in
7, Paragraph 1 of these Article 7, Paragraph 1 of these
Regulations shall be Regulations shall be
enumerated in the reasons for enumerated in the reasons for
convening the meeting, and convening the meeting, except
shall not be raised by way of for emergencies or legitimate
an extempore motion. reasons, and shall not be
raised by way of an extempore
motion.
Article 7. The following matters shall Article 7. The following matters shall Same as above
be submitted to the Board of be submitted to the Board of
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Amendment
After Amendment Before Amendment
Description
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After Amendment Before Amendment Amendment Description	After Amendment Before Amendment Amendment Description	After Amendment Before Amendment Amendment Description

Directors for discussion: 1. The business plan of the Company. 2. Annual financial report and the second quarterly financial report audited and attested by a certified public accountant. 3. To adopt or amend the internal control system and the assessment of the effectiveness of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act (hereinafter referred to as the Securities and Exchange Act). 4. According to Article 36-1 of the Securities and Exchange Act, the procedures for handling major financial and business activities such as acquisition or disposal of assets, engaging in derivatives trading, lending funds to others, and providing endorsements or guarantees for others shall be established or amended. 5. Offering, issuance, or private placement of equitysecurities.	Directors for discussion: 1. The business plan of the Company. 2. Annual financial report and the second quarterly financial report audited and attested by a certified public accountant. 3. To adopt or amend the internal control system and the assessment of the effectiveness of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act (hereinafter referred to as the Securities and Exchange Act). 4. According to Article 36-1 of the Securities and Exchange Act, the procedures for handling major financial and business activities such as acquisition or disposal of assets, engaging in derivatives trading, lending funds to others, and providing endorsements or guarantees for others shall be established or amended. 5. Offering, issuance, or private placement of equitysecurities.

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Amendment
After Amendment Before Amendment
Description
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After Amendment Before Amendment Amendment Description	After Amendment Before Amendment Amendment Description	After Amendment Before Amendment Amendment Description

6. The election or removal of the chairman of the board if the Board of Directors does not have a managing director. 7. The appointment and removal of the finance, accounting, or internal audit officer. 8. A donation to a related party or a major donation to a non-related party. However, donations of public welfare nature for emergency relief due to major natural disasters may be submitted to the next meeting of the Board of Directors’ for ratification. 9. Matters that shall be resolved by the shareholders’ meeting or the Board of Directors in accordance with Article 14-3 of the Securities and Exchange Act, other laws and regulations or the Articles of Association, or major matters stipulated by the competent authority. The term “related party” referred to in Subparagraph8of thepreceding	6. The appointment and removal of the finance, accounting, or internal audit officer. 7. A donation to a related party or a major donation to a non-related party. However, donations of public welfare nature for emergency relief due to major natural disasters may be submitted to the next meeting of the Board of Directors’ for ratification. 8. Matters that shall be resolved by the shareholders’ meeting or the Board of Directors in accordance with Article 14-3 of the Securities and Exchange Act, other laws and regulations or the Articles of Association, or major matters stipulated by the competent authority. The term “related party” referred to in Subparagraph7of thepreceding

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Amendment
After Amendment Before Amendment
Description
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After Amendment Before Amendment Amendment Description	After Amendment Before Amendment Amendment Description	After Amendment Before Amendment Amendment Description

Paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers; the term “major donation to a non-related party” means a donation of NT$ 100 million or more per donation or a cumulative donation of NT$ 100 million or more to the same person within one year, or 1% of net operating income or 5% or more of paid-in capital in the financial report for the most recent year certified by a certified public accountant. (If the foreign company’s stock has no par value or the par value per share is not NT$ 10, the amount of 5% of the paid-in capital under this item shall be calculated as 2.5% of the shareholders’ equity.)	Paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers; the term “major donation to a non-related party” means a donation of NT$ 100 million or more per donation or a cumulative donation of NT$ 100 million or more to the same person within one year, or 1% of net operating income or 5% or more of paid-in capital in the financial report for the most recent year certified by a certified public accountant. (If the foreign company’s stock has no par value or the par value per share is not NT$ 10, the amount of 5% of the paid-in capital under this item shall be calculated as 2.5% of the shareholders’ equity.)

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Attachment 6

Elite Advanced Laser Corporation

Comparison Table of Amendments to the “Rules of Procedure of Shareholders’

Meeting”

	Meeting”
After Amendment	ExistingProvisions	Description
Article 1. The rules of procedure of the shareholders’ meeting of Elite Advanced Laser Corporation (Hereinafter referred to as the Company) shall be governed by these rules, unless otherwise provided by law or the Articles of Association.	Article 1. The rules of procedure of the shareholders’ meeting of Elite Advanced Laser Corporation (Hereinafter referred to as the Company) shall be governed by these rules, unless otherwise provided by law or the Articles of Association.
Article 2. Unless otherwise provided by law or regulation, the Company’s shareholders’ meetings shall be convened by the board of directors. Changes to the method of convening the shareholders’ meeting of the Company shall be subject to a resolution of the board of directors, and shall be made no later than the delivery of notice of convening of the shareholders’ meeting. The Company shall, 30 days prior to the general shareholders’ meeting or 15 days prior to the extraordinary shareholders’ meeting, upload the notice of convening of the shareholders’ meeting, the power of attorney, the proposals for recognition, discussion,election or	Article 2. Unless otherwise provided by law or regulation, the Company’s shareholders’ meetings shall be convened by the board of directors. The Company shall, 30 days prior to the general shareholders’ meeting or 15 days prior to the extraordinary shareholders’ meeting, upload the notice of convening of the shareholders’ meeting, the power of attorney, the proposals for recognition, discussion,election or	Amended by Taiwan Stock Exchange Corporation Announcement Tai Zheng Zhi Li Zi No.1110004250 on March 8, 2022

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After Amendment	ExistingProvisions	Description
dismissal of directors, etc. in electronic formats to the official site of Market Observation Post System. The Company shall also formulate the shareholders’ meeting handbook and supplementary materials into electronic files and upload them to the Market Observation Post System at least 21 days prior to a general shareholders’ meeting or 15 days prior to an extraordinary shareholders’ meeting. Provided that where the Company has convened an annual shareholders' meeting in the most recent fiscal year and the total percentage of foreign and mainland capital holdings recorded in the shareholders' roster is 30% or more, transmission of the aforementioned electronic file shall be completed 30 days prior to the annual shareholders' meeting. 15 days prior to the shareholders’ meeting, the Company shall complete the current meeting handbook and supplementary materials for shareholders’ reference at any time, and display this information at the premises of the Company and the professional stock agency	dismissal of directors, etc. in electronic formats to the official site of Market Observation Post System. The Company shall also formulate the shareholders’ meeting handbook and supplementary materials into electronic files and upload them to the Market Observation Post System at least 21 days prior to a general shareholders’ meeting or 15 days prior to an extraordinary shareholders’ meeting. In addition, 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meetingagenda and

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After Amendment	ExistingProvisions	Description
appointed by the Company. For the procedure manual and supplementary meeting materials mentioned in the preceding paragraph, the Company shall provide references to shareholders in the following ways on the shareholders’ meeting day: 1. When a physical shareholders’ meeting is held, distribute the references on the spot. 2. When a video-assisted shareholders’ meeting is held, distribute the references on the spot at the meeting and send the electronic files to the video-conferencing platform. 3. When a video-assisted shareholders’ meeting is held, send the electronic files to the video-conferencing platform. The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Issues that involve election or dismissal of directors, changes to the Articles of Association,capital	supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Issues that involve election or dismissal of directors, changes to the Articles of Association,capital

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After Amendment	ExistingProvisions	Description
reduction, application for suspension of a public offering, director’s permission to compete, surplus capital increase, capital reserve conversion, corporate liquidation, merger, divestment, or any matters listed in Paragraph 1 of Article 185 of the Company Act, Article 26-1 or Article 43-6 of the Securities and Exchange Act, or Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers must be raised and have the main content explained as part of the regular motions (it cannot be raised in the form of extempore motions). The main content may be placed on websites designated by the competent securities authorities or the Company, and the website addresses shall be specified in the notice. If the reasons for convening the general shareholders’ meeting have stated the general re-election of directors and the date of their inauguration, after the re-election by the shareholders’ meeting is completed,the same meeting	reduction, application for suspension of a public offering, director’s permission to compete, surplus capital increase, capital reserve conversion, corporate liquidation, merger, divestment, or any matters listed in Paragraph 1 of Article 185 of the Company Act, Article 26-1 or Article 43-6 of the Securities and Exchange Act, or Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers must be raised and have the main content explained as part of the regular motions (it cannot be raised in the form of extempore motions). The main content may be placed on websites designated by the competent securities authorities or the Company, and the website addresses shall be specified in the notice. If the reasons for convening the general shareholders’ meeting have stated the general re-election of directors and the date of their inauguration, after the re-election by the shareholders’ meeting is completed,the same meeting

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After Amendment shall not reach any resolution to change the date of the directors’ inauguration by extempore motions or any other means. Shareholders holding over 1% of the Company’s outstanding shares are entitled to propose written motions for discussion at Annual General Meetings. Each shareholder may only propose one motion. Proposals exceeding this limit shall be excluded from the discussion. In addition, when the circumstances of any subparagraph of Article 172-1, Paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a suggestion for urging the Company to promote public interests or fulfill its social responsibilities, and only one matter shall be allowed in each of such proposals, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda as per Article 172-1 of the Company Act. Before the book closure date of the general shareholders’

Existing Provisions Description shall not reach any resolution to change the date of the directors’ inauguration by extempore motions or any other means. Shareholders holding over 1% of the Company’s outstanding shares are entitled to propose written motions for discussion at Annual General Meetings. Each shareholder may only propose one motion. Proposals exceeding this limit shall be excluded from the discussion. In addition, when the circumstances of any subparagraph of Article 172-1, Paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a suggestion for urging the Company to promote public interests or fulfill its social responsibilities, and only one matter shall be allowed in each of such proposals, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda as per Article 172-1 of the Company Act. Before the book closure date of the general shareholders’ meeting, the Company shall

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After Amendment Existing Provisions Description
meeting, the Company shall announce the conditions,
announce the conditions, places, written or electronic
places, written or electronic acceptance method, and time
acceptance method, and time within which the
within which the shareholders’ proposals are
shareholders’ proposals are accepted. The timing of
accepted. The timing of acceptance must not be less
acceptance must not be less than 10 days.
than 10 days.
The content of any of the The content of any of the
proposals proposed by proposals proposed by
shareholders shall not exceed shareholders shall not exceed
300 words. If the number 300 words. If the number
exceeds 300 words, the exceeds 300 words, the
proposal will not be included proposal will not be included
for discussion; the proposing for discussion; the proposing
shareholder shall attend the shareholder shall attend the
general shareholders’ general shareholders’ meeting
meeting in person or by in person or by proxy, and
proxy, and participate in the participate in the discussion
discussion of the proposal. of the proposal.
Prior to the date for issuance Prior to the date for issuance
of notice of a shareholders’ of notice of a shareholders’
meeting, the Company shall meeting, the Company shall
inform the shareholders who inform the shareholders who
submitted proposals of the submitted proposals of the
proposal screening results, proposal screening results,
and shall list in the meeting and shall list in the meeting
notice the proposals that notice the proposals that
conform to the provisions of conform to the provisions of
this article. For shareholders’ this article. For shareholders’
proposals that are not proposals that are not
included for discussion, the included for discussion, the
board of directors shall board of directors shall
explain the reasons for explain the reasons for
rejection at the shareholders’ rejection at the shareholders’
meeting. meeting.
Article 3. Any of the shareholders may, Article 3. Any of the shareholders may, Same as above
at each shareholders’ at each shareholders’
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After Amendment

meeting, issue a power of attorney stipulated by the Company specifying the scope of authorization to appoint a proxy to attend the shareholders’ meeting. Each shareholder may only issue one power of attorney to appoint only one proxy, which shall be delivered to the Company five days before the convening shareholders’ meeting. In the event of any repetitive powers of attorney, the one that is served first shall prevail. However, such provision does not apply to those powers of attorney issued prior to the declaration of revocation. After the power of attorney is delivered to the Company, shareholders who wish to attend the shareholders’ meeting shall notify the Company in writing of the revocation of the proxy two days before the shareholders’ meeting. In the event of overdue revocation, the voting right exercised by the authorized proxy shall prevail.

Existing Provisions

Description

After the power of attorney is delivered to the Company, shareholders who wish to attend the shareholders’ meeting by video

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After Amendment Existing Provisions Description
conferencing shall notify the
Company in writing of the
revocation of the proxy two
days before the shareholders’
meeting. In the event of
overdue revocation, the
voting right exercised by the
authorized proxy shall
prevail.
(Convening shareholders’ meetings and (Convening shareholders’ meetings and
Same as above
shareholders’ meeting notices) shareholders’ meeting notices)
Article 4. The venue for a Article 4. The venue for a shareholders’
shareholders’ meeting shall meeting shall be the premises
be the premises of the of the Company or a place
Company or a place easily easily accessible to
accessible to shareholders shareholders and suitable for
and suitable for a a shareholders’ meeting. The
shareholders’ meeting. The meeting may begin no earlier
meeting may begin no earlier than 9 a.m. and no later than
than 9 a.m. and no later than 3 p.m. Full consideration
3 p.m. Full consideration shall be given to the opinions
shall be given to the opinions of the independent directors
of the independent directors with respect to the place and
with respect to the place and time of the meeting.
time of the meeting.
A shareholders’ meeting
convened by the Company
via video conferencing is not
subject to the preceding
convening location
restriction.
(Preparation of documents such as the (Preparation of documents such as the Same as above
signature book) signature book)
Article 5. The Company shall specify Article 5. The Company shall specify
the reporting time, location, the time and location for
and other matters requiring shareholder registration in the
attention for the accepted meeting notice and other
shareholders, solicitors, and matters requiring attention.
entrusted proxies (hereafter
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After Amendment Existing Provisions Description
“shareholders”). The preceding registration
The preceding registration time shall be at least 30
time shall be at least 30 minutes before the meeting.
minutes before the meeting. The registration area shall be
The registration area shall be clearly identified, and
clearly identified, and sufficient personnel must be
sufficient personnel must be deployed to handle the
deployed to handle the registration matters.
registration matters.
For shareholders’ meeting
conducted via video
conferencing, registration
shall be accepted on the
shareholders’ meeting video
conference platform 30
minutes before the start of
the meeting. Shareholders
who have completed the
registration shall be present
at the shareholders’ meeting
in person.
Shareholders shall present Shareholders and their
the attendance certificate, proxies (collectively,
sign-in card, or other “shareholders”) shall attend
certification to attend the shareholders’ meetings based
shareholders’ meeting. The on attendance cards, sign-in
Company shall not cards, or other certificates of
arbitrarily add any other attendance. The Company
certification documents may not arbitrarily add
required for shareholders to requirements for other
attend; the solicitors documents beyond those
soliciting the powers of showing eligibility to attend
attorney shall present presented by shareholders.
identification documents for Solicitors soliciting proxy
verification. forms shall also bring
identification documents for
verification.
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After Amendment

The Company shall prepare the signature book for the attending shareholders to sign in, or the attending shareholders may hand in the sign-in cards in lieu of signing in.

The Company shall deliver the meeting handbooks, annual reports, attendance certificate, speech slips, voting ballots and other meeting materials to the shareholders attending the shareholders’ meeting; if there is any election of directors, the election ballots shall be attached. For the shareholder who is a government or juristic person, the number of representatives attending the shareholders’ meeting is not limited to one person. When a juristic person is appointed to attend the shareholders’ meeting, only one representative of such legal person may be appointed to attend the meeting.

Existing Provisions

The Company shall prepare the signature book for the attending shareholders to sign in, or the attending shareholders may hand in the sign-in cards in lieu of signing in. The Company shall deliver the meeting handbooks, annual reports, attendance certificate, speech slips, voting ballots and other meeting materials to the shareholders attending the shareholders’ meeting; if there is any election of directors, the election ballots shall be attached. For the shareholder who is a government or juristic person, the number of representatives attending the shareholders’ meeting is not limited to one person. When a juristic person is appointed to attend the shareholders’ meeting, only one representative of such legal person may be appointed to attend the meeting.

Description

If the shareholders’ meeting is held by video conference, shareholders who wish to attend by video conference shall register with the Company two days before the convening of the meeting.

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After Amendment	ExistingProvisions	Description
If the shareholders’ meeting is held by video conference, the Company shall upload the meeting handbook, annual report and other relevant materials to the video conference platform of the shareholders’ meeting at least 30 minutes prior to the convening of the meeting, and continue to make these materials available until the closure of the meeting.
(Matters to be set out in the notice of convening the videoconference of the shareholders’ meeting) Article 6. When the Company holds a video conference of the shareholders’ meeting, the following matters shall be stated in the notice of convening the shareholders’ meeting: 1. Shareholder video conference participation and rights exercising method. 2. Handling method for video conference platform or participation obstacles caused by natural disasters, incidents, or other force majeure circumstances shall include at least the following: (1) If the preceding obstacles cannot be eliminated,the time		Newly added for this article Amended by Taiwan Stock Exchange Corporation Announcement Tai Zheng Zhi Li Zi No.1110004250 on March 8, 2022

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After Amendment Existing Provisions Description
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in which the meeting must be extended or continued and the extension or continuation date of the meeting. (2) Shareholders who have not registered to participate in the original shareholders’ meeting by video conferencing shall not participate in the extension or continuation of the meeting. (3) If a video-assisted shareholders’ meeting held by the Company cannot continue, the shareholders’ meeting shall continue if the total number of shares in attendance still reaches the statutory quota for the shareholders’ meeting resolution after deducting the number of shares attending the shareholders’ meeting by video. For the shareholders who participate by video conference, the number of shares they represent shall be included in the

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After Amendment	ExistingProvisions	Description
total number of shares for the shareholders present. However, they shall be regarded as abstentions from the resolutions of this shareholders’ meeting. (4) Handling method if all motions, results have been declared, but no extempore motion has been made. 3. If a shareholders’ meeting is convened via video conferencing, appropriate alternatives shall be provided for shareholders who have difficulty attending the shareholders’ meeting via video conferencing.
(The chairperson and non-voting participants of a shareholders’ meeting) Article 7. If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairman. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for anyreason	(The chairperson and non-voting participants of a shareholders’ meeting) Article 6. If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairman. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for anyreason unable to	Article No. Changed

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After Amendment unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. When a managing director or a director serves as chairperson, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chairperson. It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance

Existing Provisions exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. When a managing director or a director serves as chairperson, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chairperson.

It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance

Description

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After Amendment Existing Provisions Description
shall be recorded in the shall be recorded in the
meeting minutes. meeting minutes.
If a shareholders’ meeting is If a shareholders’ meeting is
convened by a person other convened by a person other
than the Board of Directors than the Board of Directors
with the right to convene, the with the right to convene, the
chairperson of the meeting chairperson of the meeting
shall be the person with the shall be the person with the
right to convene. When there right to convene. When there
are two or more such are two or more such
convening parties, they shall convening parties, they shall
mutually select a chair from mutually select a chair from
among themselves. among themselves.
The Company may appoint The Company may appoint
its attorneys, certified public its attorneys, certified public
accountants, or related accountants, or related
persons retained by it to persons retained by it to
attend a shareholders’ attend a shareholders’
meeting in a non-voting meeting in a non-voting
capacity. capacity.
(Documentation of a shareholders’ (Documentation of a shareholders’ Article No.
meeting by audio or video) meeting by audio or video) Changed
Article 8. The Company shall record Article 7. The Company shall record
the entire process of the entire process of
Amended by
registration, the discussion, registration, the discussion,
Taiwan Stock
and voting of the and voting of the
Exchange
shareholders’ meeting shareholders’ meeting
Corporation
continuously and continuously and
Announcement
uninterruptedly starting from uninterruptedly starting from
Tai Zheng Zhi
the time of acceptance of the time of acceptance of
Li Zi
shareholders, registration. shareholders’ registration.
No.1110004250
The audio-visual materials in The audio-visual materials in
on March 8,
the preceding Paragraph the preceding Paragraph shall
2022
shall be kept for at least one be kept for at least one year.
year. However, if the case However, if the case involves
involves a lawsuit under a lawsuit under Article 189 of
Article 189 of the Company the Company Act, the
Act, the materials shall be materials shall be retained
retained until the end of the until the end of the lawsuit.
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After Amendment Existing Provisions Description
lawsuit.
If the shareholders’ meeting
is held in the manner of
video conference, the
Company shall record and
retain the audio and video
recording of the
shareholders, sign-in,
registration, login,
questioning, voting and
voting results, etc.,
continuously and
uninterruptedly throughout
the entire video conference.
The above-mentioned
materials and audio and
video recordings shall be
properly preserved by the
Company during its period
of existence, and the audio
and video recording shall be
provided to those who are
appointed to handle video
conference affairs for
retention.
If the shareholders’ meeting
is held in the manner of
video conference, the
Company shall record the
back-end operation interface
of the video conference
platform.
(Calculation of the number of shares (Calculation of the number of shares Same as above
held by those present at the shareholders’ held by those present at the shareholders’
meeting and convening of the meeting) meeting and convening of the meeting)
Article 9. Attendance and voting at a Article 8. Attendance and voting at a
shareholders’ meeting shall shareholders’ meeting shall
be calculated on the basis of be calculated on the basis of
shares; the number of shares shares; the number of shares
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After Amendment

held by those present shall be calculated on the basis of the signature book or the sign-in card submitted and the number of shares registered on the video conference platform, plus the number of shares exercising voting rights by written or electronic means. The chairperson shall call the meeting to order at the scheduled meeting time and announce the relevant information, such as the number of non-voting rights and the number of shares present. However, when shareholders representing more than half of the total number of issued shares are not present, the chairperson may announce that the meeting to be postponed. The times of postponements shall not exceed two, and the total postponement time shall not exceed one hour. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned. If the shareholders’ meeting is to be held via video

Existing Provisions

held by those present shall be calculated on the basis of the signature book or the sign-in card submitted, plus the number of shares exercising voting rights by written or electronic means.

The chairperson shall call the meeting to order at the scheduled meeting time and announce the relevant information, such as the number of non-voting rights and the number of shares present. However, when shareholders representing more than half of the total number of issued shares are not present, the chairperson may announce that the meeting to be postponed. The times of postponements shall not exceed two, and the total postponement time shall not exceed one hour. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned.

Description

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After Amendment	ExistingProvisions	Description
conferencing, the company shall also announce the meeting aborted through the video conferencing platform.
If the share amount present does not exceed one-third of the total issued shares after 2 postponements, a tentative resolution may be passed pursuant to the first paragraph in Article 175 of the Company Act and notify the shareholders of the tentative resolution and reconvene the shareholders’ meeting within 1 month. When the shareholders’ meeting is held by video conferencing, shareholders who wish to attend the meeting by video conferencing shall re-register with the Company in accordance with Article 5.	If the share amount present does not exceed one-third of the total issued shares after 2 postponements, a tentative resolution may be passed pursuant to the first paragraph in Article 175 of the Company Act and notify the shareholders of the tentative resolution and reconvene the shareholders’ meeting within 1 month.
If the number of shares represented by the shareholders present has reached a majority of the total number of shares issued before the end of the meeting, the chairperson shall resubmit the tentative solutions passed to be voted by the shareholders’ meeting according to Article 174 of the CompanyAct.	If the number of shares represented by the shareholders present has reached a majority of the total number of shares issued before the end of the meeting, the chairperson shall resubmit the tentative solutions passed to be voted by the shareholders’ meeting according to Article 174 of the CompanyAct.

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After Amendment	ExistingProvisions	Description
(Discussion of proposals) Article 10. If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on the proposals on the agenda one by one (including extempore motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution by the shareholders’ meeting.	(Discussion of proposals) Article 9. If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on the proposals on the agenda one by one (including extempore motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution by the shareholders’ meeting.	Article No. Changed
If the shareholders’ meeting is convened by a person other than the board of directors who has the right to convene, the provisions of the preceding Paragraph shall apply mutatis mutandis.	If the shareholders’ meeting is convened by a person other than the board of directors who has the right to convene, the provisions of the preceding Paragraph shall apply mutatis mutandis.
Before the meeting (including extempore motions) is adjourned, the chairperson shall not declare the meeting adjourned without resolution; if the chairperson violates the Regulations and announces the adjournment of the meeting, the other members of the board of directors shall promptly assist the shareholders present in accordance with legal procedures to elect aperson	Before the meeting (including extempore motions) is adjourned, the chairperson shall not declare the meeting adjourned without resolution; if the chairperson violates the Regulations and announces the adjournment of the meeting, the other members of the board of directors shall promptly assist the shareholders present in accordance with legal procedures to elect a person to be the chairperson with the

53 -

After Amendment	ExistingProvisions	Description
to be the chairperson with the consent of more than half of the voting rights of the shareholders present to continue the meeting process.	consent of more than half of the voting rights of the shareholders present to continue the meeting process.
The chairperson shall provide sufficient explanations and opportunities for discussion on the proposals and the amendments or extempore motions proposed by shareholders. When the chairperson deems that the voting has reached a sufficient level, he/she may announce the suspension of the discussion for voting and arrange a suitable time for voting.	The chairperson shall provide sufficient explanations and opportunities for discussion on the proposals and the amendments or extempore motions proposed by shareholders. When the chairperson deems that the voting has reached a sufficient level, he/she may announce the suspension of the discussion for voting and arrange a suitable time for voting.
(Shareholder speech) Article 11. Before a shareholder presents and delivers a speech in the meeting, the shareholder must fill out a speech slip that states the speech’s main points, the shareholder’s account number (or attendance certificate number), and account name. The chairperson shall determine the order of speeches to be delivered. The attending shareholders who only submit the speech slip without making speeches are deemed to have	(Shareholder speech) Article 10. Before a shareholder presents and delivers a speech in the meeting, the shareholder must fill out a speech slip that states the speech’s main points, the shareholder’s account number (or attendance certificate number), and account name. The chairperson shall determine the order of speeches to be delivered. The attending shareholders who only submit the speech slip without making speeches are deemed to have not made	Article No. Changed, as amended by Taiwan Stock Exchange Corporation Announcement Tai Zheng Zhi Li Zi No.1110004250 on March 8, 2022

54 -

After Amendment

not made speeches. If the content of the spoken speech is inconsistent with the record of speech slip, the content of the spoken speech shall prevail.

Each present shareholder’s speech on the same proposal shall not exceed two times (each time shall not exceed five minutes) without the consent of the chairperson. However, if the shareholder’s speech violates the regulations or exceeds the scope of the agenda, the chairperson may stop such shareholder from making a speech.

When an attending shareholder makes a speech, other shareholders shall not interfere with his/her speech unless having obtained the consent of the chairperson and the speaking shareholder, and the chairperson shall stop anyone violating such provision. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal. After attending shareholders’

Existing Provisions

speeches. If the content of the spoken speech is inconsistent with the record of speech slip, the content of the spoken speech shall prevail. Each present shareholder’s speech on the same proposal shall not exceed two times (each time shall not exceed five minutes) without the consent of the chairperson. However, if the shareholder’s speech violates the regulations or exceeds the scope of the agenda, the chairperson may stop such shareholder from making a speech.

Description

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After Amendment Existing Provisions Description
speeches, the chairperson designate relevant personnel
may reply in person or for replying.
designate relevant personnel
for replying.
If a shareholders’ meeting is
held via video conferencing,
the shareholders,
participating by video
conferencing may ask
questions in the text on the
shareholders’ meeting video
conferencing platform after
the chairperson announces
the meeting and before the
meeting adjournment is
announced. Each shareholder
shall not ask over 2
questions per meeting. Each
question is limited to 200
words, and the provisions
provided in Paragraphs 1-5
shall not apply.
If the raised questions
mentioned in the preceding
Paragraph do not violate the
regulations or does not
exceed the scope of the
agenda, such question shall
be disclosed on the video
conference platform of the
shareholders’ meeting for the
general public’s reference.
(Calculation of voting shares and recusal (Calculation of voting shares and recusal Article No.
system) system) Changed
Article 12. Votes during a shareholders’ Article 11. Votes during a shareholders’
meeting shall be calculated meeting shall be calculated
based on the number of based on the number of
shares. shares.
With respect to resolutions With respect to resolutions of
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After Amendment

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

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. Except for a trust enterprise or a stock agency approved by the securities competent authority, when one proxy is appointed by two or more shareholders at the same time, the voting rights of the proxy shall not exceed 3% of the total voting rights of the issued shares. The excess voting rights shall not be included.

Existing Provisions

shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. Except for a trust enterprise or a stock agency approved by the securities competent authority, when one proxy is appointed by two or more shareholders at the same time, the voting rights of the proxy shall not exceed 3% of the total voting rights of the issued shares. The excess voting rights shall not be included.

Description

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After Amendment Existing Provisions Description
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After Amendment ExistingProvisions Description	After Amendment ExistingProvisions Description	After Amendment ExistingProvisions Description

(Voting on resolution) Article 13. Shareholders have one voting right per share, except for those restricted or have no voting rights pursuant to Paragraph 2, Article 179 of the Company Act. When the Company convenes a shareholders’ meeting, it may adopt electronic or written manners to exercise the voting rights; when exercising voting rights in writing or electronically, the method for exercising rights shall be specified in the notice of convening of the shareholders’ meeting. Shareholders who exercise their voting rights in writing or electronically are deemed to have attended the shareholders’ meeting in person. However, the extempore motions and the amendment to the original proposals at the shareholders’ meeting shall be deemed as abstention. Therefore, the Company shall refrain from submitting the extempore motions and the amendments to the originalproposals.	(Voting on resolution) Article 12. Shareholders have one voting right per share, except for those restricted or have no voting rights pursuant to Paragraph 2, Article 179 of the Company Act. When the Company convenes a shareholders’ meeting, it may adopt electronic or written manners to exercise the voting rights; when exercising voting rights in writing or electronically, the method for exercising rights shall be specified in the notice of convening of the shareholders’ meeting. Shareholders who exercise their voting rights in writing or electronically are deemed to have attended the shareholders’ meeting in person. However, the extempore motions and the amendment to the original proposals at the shareholders’ meeting shall be deemed as abstention. Therefore, the Company shall refrain from submitting the extempore motions and the amendments to the original proposals.	Article No. Changed, as amended by Taiwan Stock Exchange Corporation Announcement Tai Zheng Zhi Li Zi No.1110004250 on March 8, 2022

58 -


After Amendment	ExistingProvisions	Description
In the event of exercising voting rights in writing or electronically in the preceding Paragraph, the statement of intent shall be delivered to the Company two days prior to the convening of shareholders’ meeting. However, such provision does not apply to those statements of intent issued prior to the declaration of revocation. A shareholder who intends to attend a shareholders’ meeting in person or via video conferencing after declaring his/her intention to exercise his/her voting right in writing or by electronic means shall revoke the earlier declaration of intent at least two days before the meeting. Otherwise, he/she shall exercise his/her voting right in writing or by electronic means. If the voting rights are exercised in writing or electronically and a proxy is appointed via the power of attorney to attend the shareholders’ meeting, the voting rights exercised by the proxy appointed shall prevail. If the voting rights are exercised in writing or electronically and a proxy is appointed via the power of attorneyto attend the	In the event of exercising voting rights in writing or electronically in the preceding Paragraph, the statement of intent shall be delivered to the Company two days prior to the convening of shareholders’ meeting. However, such provision does not apply to those statements of intent issued prior to the declaration of revocation. After shareholders have exercised their voting rights in writing or electronically, if they wish to attend the shareholders’ meeting in person, they must revoke the aforesaid expressions of intent 2 days before the shareholders’ meeting the same way they exercised their vote rights. If the revocation is overdue, the voting rights exercised in writing or electronically shall prevail. If the voting rights are exercised in writing or electronically and a proxy is appointed via the power of attorney to attend the shareholders’ meeting, the voting rights exercised by the proxy appointed shall prevail.

59 -

After Amendment	ExistingProvisions	Description
shareholders’ meeting, the voting rights exercised by the proxy appointed shall prevail.
The vote for a proposal shall be passed with the approval of a majority of the shareholder voting rights present unless otherwise stipulated in the Company Act or the Articles of Association. At the time of voting, shareholders shall vote on a case-by-case basis after the total number of shareholder voting rights announced by the chairperson or the chairperson’s proxy, and the shareholders’ approval, opposition, and abstention voting results shall be uploaded to the Market Observation Post System.	The vote for a proposal shall be passed with the approval of a majority of the shareholder voting rights present unless otherwise stipulated in the Company Act or the Articles of Association. At the time of voting, shareholders shall vote on a case-by-case basis after the total number of shareholder voting rights announced by the chairperson or the chairperson’s proxy, and the shareholders’ approval, opposition, and abstention voting results shall be uploaded to the Market Observation Post System.
	A resolution shall be deemed to have been passed by all shareholders present without objection after consultation by the chairperson, and shall have the same effect as voting by poll; in case of objection, voting by poll shall be conducted in accordance with the provisions of the preceding paragraph.

60 -

After Amendment

When there are several amendments or alternatives to the same proposal, the chairperson shall determine the order of voting on such proposal with the original one. If one of the proposals reaches resolution, the other proposals shall be deemed to be rejected and no further voting would be required.

The scrutineers and vote-counters for voting on the resolution shall be designated by the chairperson, but the scrutineers shall have the identity as shareholders. Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Existing Provisions

Description

When the Company convenes the shareholders’ meeting in the manner of video conference, the shareholders who attend by video conference shall

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After Amendment Existing Provisions Description
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conduct voting on various resolutions and election proposals on the video conference platform after the chairperson announces the start of the meeting. The voting shall be completed before the chairperson announces the conclusion of voting, and the voting overdue shall be deemed to have been waived. If the shareholders’ meeting is held in the manner of video conference, after the chairperson announces the conclusion of voting, the votes shall be counted in overall for once, and the voting and election results shall be announced. When the Company holds a video-assisted shareholders’ meeting, shareholders who have registered to attend the shareholders’ meeting via video conferencing according to the provisions of Article 6 and wish to attend the physical shareholders’ meeting in person shall cancel the registration two days before the shareholders’ meeting in the same manner as making the registration. Those who failed to cancel within this time limit shall only attend the shareholders’

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After Amendment	ExistingProvisions	Description
meeting via video conferencing. Except for extempore motions, those who exercise their voting rights in writing or electronically without revoking their statement of intention and participate in the shareholders’ meeting by video conferencing shall not exercise their voting rights on the original proposals, propose amendments or exercise the voting rights for amendments to the original proposals.
(Election of directors and supervisors) Article 14. The election of directors during the shareholders’ meeting must be handled according to the relevant election provisions set by the Company. The election results, including the list of elected directors, the final tally, the list of directors who have lost the election, and the number of voting rights they obtained must be announced on-site. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. However, if the case involves a lawsuit under Article 189 of the Company	(Election of directors and supervisors) Article 13. The election of directors during the shareholders’ meeting must be handled according to the relevant election provisions set by the Company. The election results, including the list of elected directors, the final tally, the list of directors who have lost the election, and the number of voting rights they obtained must be announced on-site. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. However, if the case involves a lawsuit under Article 189 of the Company	Article No. Changed

63 -

After Amendment	ExistingProvisions	Description
Act, the materials shall be retained until the end of the lawsuit.	Act, the materials shall be retained until the end of the lawsuit.
(Minutes and signatures) Article 15. The resolutions of the shareholders’ meeting shall be made into minutes, which shall be signed or sealed by the chairperson, and shall be distributed to all shareholders within 20 days after the meeting. The production and distribution of meeting minutes may be conducted electronically.	(Minutes and signatures) Article 14. The resolutions of the shareholders’ meeting shall be made into minutes, which shall be signed or sealed by the chairperson, and shall be distributed to all shareholders within 20 days after the meeting. The production and distribution of meeting minutes may be conducted electronically.	Article No. Changed, as amended by Taiwan Stock Exchange Corporation Announcement Tai Zheng Zhi Li Zi No.1110004250 on March 8, 2022
The aforesaid meeting minutes may be announced via upload to the Market Observation Post System.	The aforesaid meeting minutes may be announced via upload to the Market Observation Post System.
The minutes shall detail the date and venue of the meeting, the chairperson’s name, the method of resolution, the proceedings and voting results of various motions (including statistical weights), and the number of votes obtained by each candidate during director and supervisor elections. The minutes of meeting shall be kept during the existence of the Company.	The minutes shall detail the date and venue of the meeting, the chairperson’s name, the method of resolution, the proceedings and voting results of various motions (including statistical weights), and the number of votes obtained by each candidate during director and supervisor elections. The minutes of meeting shall be kept during the existence of the Company.

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After Amendment Existing Provisions Description
If a shareholders’ meeting is
held via video conferencing,
the shareholders’ meeting
adjournment time, the
method of convening, the
name of the chairperson
recorded, and the handling
method when a force
majeure issue such as a
natural disaster or
unpreventable incident has
affected the video
conferencing platform or if
the platform has
malfunctioned shall be
recorded in the minutes in
addition to the items
stipulated by the preceding
provisions.
In addition to complying
with the provisions of the
preceding Paragraph when
convening the shareholders’
meeting in the manner of
video conference, the
Company shall also specify
in the minutes of the meeting
the alternative measures for
shareholders who have
difficulty in participating in
the meeting via video
conference.
The resolution referred to in
the preceding paragraph shall
be adopted after the
chairperson has consulted the
opinions of the shareholders.
If the shareholders have no
objection to the resolution,
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After Amendment Existing Provisions Description
the statement “Passed without
objection by all shareholders
present after the chairperson
has consulted” shall be
recorded. However, if the
shareholders have objections
to the resolution, the method
of voting and the proportion
of voting rights and weights
shall be specified.
(Public disclosure) (Public disclosure)
Article No.
Article 16. The number of shares Article 15. On the day of a shareholders’
Changed,
solicited by the soliciting meeting, the Company shall
as amended by
party, the number of shares compile in the prescribed
Taiwan Stock
represented by the proxy, format a statistical statement
Exchange
and the number of shares of the number of shares
Corporation
attended in writing or by obtained by solicitors through
Announcement
electronic means shall be solicitation and the number of
Tai Zheng Zhi
clearly disclosed in a shares represented by proxies,
Li Zi
statistical table prepared by and shall make an express
No.1110004250
the Company in a prescribed disclosure of the same at the
on March 8,
format at the shareholders’ place of the shareholders’
2022
meeting on the date of the meeting.
shareholders’ meeting.
If the shareholders’ meeting
is held by video conference,
the Company shall upload
the procedure handbook,
annual report and other
relevant materials to the
video conference platform of
the shareholders’ meeting at
least 30 minutes prior to the
convening of the meeting,
and continue to make these
materials available until the
closure of the meeting.
When the Company holds a
shareholders’ meeting via
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After Amendment	ExistingProvisions	Description
video conferencing, the total
number of rights held by the attending shareholders shall be disclosed on the video conferencing platform when the meeting is adjourned. The same applies if there are other statistics regarding the total number of shares and voting rights from the shareholders present at the meeting. If a shareholders’ meeting resolution involves significant information required by the laws and regulations or by the TWSE, the Company shall transmit the content to the Market Observation Post System within a certain deadline.	If a shareholders’ meeting resolution involves significant information required by the laws and regulations or by the TWSE, the Company shall transmit the content to the Market Observation Post System within a certain deadline.
(Maintaining order at the meeting place) Article 17. Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands. The chairperson may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.”	(Maintaining order at the meeting place) Article 16. Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands. The chairperson may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.”	Article No. Changed

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After Amendment Existing Provisions Description
If the venue has any If the venue has any
amplifying equipment amplifying equipment
installed, the chairperson may installed, the chairperson may
stop the shareholders from stop the shareholders from
speaking with such speaking with such
equipment other than those equipment other than those
provided by the Company. provided by the Company.
When a shareholder violates When a shareholder violates
the rules of procedure and the rules of procedure and
defies the chairperson’s defies the chairperson’s
correction, obstructing the correction, obstructing the
proceedings and refusing to proceedings and refusing to
heed calls to stop, the heed calls to stop, the
chairperson may direct the chairperson may direct the
proctors or security personnel proctors or security personnel
to escort the shareholder from to escort the shareholder from
the meeting. the meeting.
(Recess and resumption of a (Recess and resumption of a Article No.
shareholders’ meeting) shareholders’ meeting) Changed
Article 18. At the discretion of the Article 17. At the discretion of the
chairperson, a break may be chairperson, a break may be
declared at any time during declared at any time during
the meeting. During a force the meeting. During a force
majeure event, the majeure event, the
chairperson may rule to chairperson may rule to
suspend the meeting suspend the meeting
temporarily and announce temporarily and announce the
the meeting continuation meeting continuation time.
time.
If the meeting venue cannot If the meeting venue cannot
continue to be used before the continue to be used before the
agendas (including extempore agendas (including extempore
motions) set by the motions) set by the
shareholders’ meeting are shareholders’ meeting are
concluded, the shareholders’ concluded, the shareholders’
meeting may decide to find meeting may decide to find
another venue to continue the another venue to continue the
meeting. meeting.
The shareholders’ meeting The shareholders’ meeting
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After Amendment Existing Provisions Description
may decide to postpone or may decide to postpone or
continue the meeting within 5 continue the meeting within 5
days pursuant to Article 182 days pursuant to Article 182
of the Company Act. of the Company Act.
(Information Disclosure of Video This Article is
Conference) newly added and
Article 19. If the shareholders’ meeting is amended in
is held by video conference, accordance with
the Company shall the Taiwan
immediately disclose the Stock Exchange
voting and election results of Corporation
various proposals on the Announcement
video conference platform of Tai Zheng Zhi
the shareholders’ meeting in Li Zi
accordance with the No.1110004250
regulations, and shall on March 8,
continue to disclose the 2022
information for at least 15
minutes after the chairperson
announces the adjournment
of the meeting.
(Location of the chairperson and Same as above
recording officer of the video
shareholders’ meeting)
Article 20. When the company holds a
video conference of
shareholders’ meeting, the
chairperson and the
recording officer shall be at
the same place in Taiwan,
and the chairperson shall
announce the address of the
place at the time of the
official convening of the
meeting.
(Handling of disconnection) Same as above
Article 21. If the shareholders’ meeting
is held via video
conferencing, the
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After Amendment Existing Provisions Description
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chairperson shall separately announce that there is no need for postponement or continuation of the meeting pursuant to Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies when the chairperson declares the meeting started. If there are obstacles to the video conferencing platform or video conferencing participation due to a natural disaster, unpreventable incident, or other force majeure issues that lasted for over 30 minutes before the chairperson announces the meeting adjourned, Article 182 of the Company Act shall not apply if the shareholders’ meeting must be extended or continued within 5 days. If the preceding extension or continuation occurs, shareholders who have not registered to participate in the original shareholders’ meeting by video conferencing shall not participate in the extended or continued meeting. If a meeting is extended or continued according to Paragraph 1, the number of

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After Amendment Existing Provisions Description
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shares attended and the voting or election rights exercised at the original shareholders’ meeting by shareholders who have registered to participate in the original shareholders’ meeting via video conferencing and completed the registration but did not participate in the extended or continued meeting shall be counted as part of the shares attended and the voting or election rights exercised at the extended or continued meeting. If the shareholders’ meeting is extended or continued according to the provisions provided by Paragraph 1, the voting and vote counting that has been completed, the voting results declared the list of elected directors need not be re-discussed or resolved again. If a video-assisted shareholders’ meeting held by the Company cannot continue due to issues described in Paragraph 1, the shareholders’ meeting shall continue if the total number of shares in attendance still reaches the statutory quota for the shareholders’ meeting resolution after deducting the number of shares attending

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After Amendment Existing Provisions Description
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the shareholders’ meeting by video, and there is no need to extend or continue the meeting according to Paragraph 1. If a meeting is continued due to matters specified in the preceding paragraph, the number of shared represented by shareholders participating via video conferencing shall be included as the total number of shares from the participating shareholders, but they shall be deemed as abstained from the shareholders’ meeting resolutions. If a shareholders’ meeting is extended or continued by the Company according to Paragraph 1, the relevant preparatory work according to the original shareholders’ meeting date and the relevant provisions shall be implemented according to Article 44-20 Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. The period specified by the latter part of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at shareholder’ meetings of Public

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After Amendment Existing Provisions Description
Companies and Paragraph 2
of Article 44-5, Article 44-15,
and Paragraph 1 of Article
44-17 of the Regulations
Governing the Administration
of Shareholder Services of
Public Companies shall be
handled by the Company
according to the shareholders’
meeting date postponement
or reconvening provisions
provided by Paragraph 1.
(Handling of Digital Incapability) Same as above
Article 22. If the Company convenes a
shareholders’ meeting via
video conferencing,
appropriate alternatives shall
be provided for shareholders
who have difficulty
attending the shareholders’
meeting via video
conferencing.
Article 23. Matters not provided for in Article 18. Matters not provided for in Article No.
these Rules shall be handled these Rules shall be handled Changed
in accordance with the in accordance with the
Company Act, the Securities Company Act, the Securities
and Exchange Act, the and Exchange Act, the
Articles of Association of the Articles of Association of the
Company, and other relevant Company, and other relevant
laws and regulations. laws and regulations.
Article 24. These Rules, and any Article 19. These Rules, and any Article No.
amendments hereto, shall be amendments hereto, shall be Changed
implemented after adoption implemented after adoption
by shareholders’ meetings. by shareholders’ meetings.
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Appendix

Appendix 1

Elite Advanced Laser Corporation

Articles of Association

Chapter 1. General Provisions

Article 1. The Company is organized in accordance with the Company Act and is named as Elite Advanced Laser Corporation.

Article 2. The businesses of the Company are as follows:
CC01080 Electronics Components Manufacturing
F119010 Wholesale of Electronic Materials
F219010 Retail Sale of Electronic Materials.
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3. The Company may provide external guarantees to meet its business needs.
Article 4. The Company’s re-investment shall not be subject to the restriction that the total amount of investment shall not exceed 40% of the paid-in capital as provided in Article 13 of the Company Act.
Article 5. The head office of the Company shall be located in New Taipei City, and, if necessary, by resolution of the Board of Directors, branch offices may be established at other appropriate locations.
Article 6. The public announcement method of the Company shall be handled according to Article 28 of the Company Act.

Chapter 2. Shares

Article 7. The total capital of the Company is set at NT$3 billion, divided into 300 million shares of NT$10 each, which the Board of Directors is authorized to issue in tranches.

The Company may issue employee stock option certificates, and shall reserve ten million shares of the total amount of shares referred to in the preceding paragraph as shares for the issuance of employee stock option certificates.

74 -
Article 8. Employee stock option certificates issued by the Company at a subscription price lower than the closing price of the ordinary shares of the Company on the date of issuance shall be issued only after they have been approved by two-thirds or more of the voting rights of shareholders present at a shareholders’ meeting representing a majority of the total number of outstanding shares.
Article 9. The employee treasury shares transferred by the Company to the employees at a price lower than the average price of the shares actually bought back shall, prior to the transfer, be approved by shareholders representing more than half of the total number of issued shares and more than two-thirds of the voting rights of shareholders present at the most recent shareholders’ meeting.
Article 10. The share certificates of the Company shall be issued after being signed or sealed by the director on behalf of the Company and affixed with the chart of the Company, and shall be certified in accordance with the law. The Company may dispense with the printing of share certificates, provided that it shall register the shares issued by it with a centralized securities depository enterprise and comply with the regulations of such institution.
Article 11. Shareholders shall submit a specimen of their chops to the Company for recordation. Thereafter, when shareholders receive dividends from the Company or exercise their rights in writing, the chops retained by the Company shall be used as evidence. The transfer, gift, creation and release of pledges, loss, destruction, or other matters relating to shares shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” and other relevant laws and regulations.
Article 12. No change shall be made to the register of shareholders within 60 days prior to the date of an annual shareholders’ meeting, within 30 days prior to the date of an extraordinary shareholders’ meeting, or within five days prior to a record date for the distribution of dividends, bonuses, or other benefits as determined by the Company.

Chapter 3. Shareholders’ Meeting

Article 13. The shareholders’ meeting of the Company shall be divided into an annual meeting and an extraordinary meeting. The annual meeting shall be convened by the Board of Directors once a year within six months after the end of a fiscal year, and the extraordinary meeting shall be convened in accordance with the law when necessary. The shareholders’ meetings may be held by video conference or other means announced by the central competent authority.
Article 14. All shareholders of the Company shall have one vote per share unless otherwise specified by law.

Article 15. When the Company convenes a shareholders’ meeting, it may allow to exercise

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voting rights in writing or by electronic means. If voting rights are exercised in writing or by electronic means, the method of exercising the voting rights shall be specified in the notice of convening the shareholders’ meeting.

Article 16. The chairperson of the shareholders’ meeting shall be appointed by the chairman. In the absence of the chairman, the chairman shall designate a director to act on his behalf. If the chairman has not designated a proxy, the directors shall elect a director to act on his behalf. If the shareholders’ meeting is convened by a person with the right to convene other than the board of directors, the chairperson shall be such person with the right to convene. If there are two or more persons with the right to convene meetings, one of such persons shall be elected as the chairperson.
Article 17. Except otherwise specified in the Company Act, a resolution at a shareholders’ meeting shall be made by a majority of votes of the shareholders present, representing a majority of the total number of issued shares.
Article 18. The resolutions of the shareholders’ meeting shall be made into minutes, which shall be signed or sealed by the chairperson, and shall be distributed to all shareholders within 20 days after the meeting. The year, month, day, place, name of the chairperson and the result of the resolution shall be recorded in the minutes. The minutes shall be kept together with the signature book of the shareholders attending the meeting and the letter of proxy for attendance by proxy.

The foregoing minutes shall be distributed by public announcement.

Chapter 4. Board of Directors

Article 19. The Company shall have a Board of Directors consisting of five to nine directors, who shall be elected by the shareholders’ meeting from a list of candidates nominated for a term of three years, and may be re-elected. The total shareholding percentage of all directors of the Company shall be in accordance with the regulations of the competent authority for securities.
Article 20. Among the aforesaid number of directors of the Company, the number of independent directors shall not be less than three. The professional qualifications, shareholdings, restrictions on part-time employment, nomination and election of independent directors and other matters to be complied with shall be governed by the relevant regulations of the competent security authorities.
Article 21. The Company shall establish an Audit Committee in accordance with the provisions of the Securities and Exchange Act. The Audit Committee shall be composed of all independent directors. The Audit Committee and its members shall be responsible for exercising the powers of a supervisor under the Company Act, the Securities and Exchange Act, and other laws.
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Article 22. The Board of Directors shall be organized by the directors, and the chairman of the board shall be elected by more than two-thirds of the directors present at the meeting and agreed by more than half of the directors present at the meeting. The chairman shall represent the Company externally. When necessary, the Company may appoint a vice chairman, who shall be elected by the Board of Directors from among its members in the same manner.

Article 23. The functions and powers of the Board of Directors are as follows:

Proposed amendments to the Articles of Association.
Establishment and abolition of branch offices.
Approve the annual budget and review the annual statements, including the review and supervision of the implementation of the annual business plan.
Approval of the Company to invest in other enterprises or the transfer of shares.
The selection and dismissal of the Company’s certified public accountants.
Proposal for the disposal of all or a material part of the Company's property or business by way of concession, sale, lease, pledge, mortgage, or other means.
Approval of loans of company funds to others.
Approve the Company’s application to a financial institution or a third party for financing, guarantee, acceptance, or any other credit business or borrowing, with the amount at 10% or more of the Company’s paid-in capital.
Approve capital expenditure with an amount exceeding 10% or more of the Company’s paid-in capital.
Endorsement, guarantee and acceptance in the name of the Company.
Approval of contracts with an amount equal to or more than 10% of the paid-in capital.
Approval of transactions involving 10% or more of the paid-in capital between the Company and related parties (including affiliated enterprises).
Acquisition, transfer and grant of know-how and trademark rights, copyrights and patent rights, and approval, amendment and termination of technical cooperation contracts.
To exercise other powers conferred by laws, regulations, and resolutions of the shareholders’ meeting.

If the matters set forth in Subparagraph 8 and Subparagraph 9 of the preceding paragraph are applied to the same trader, the contract, application, or direct expenditure shall not be broken down.

Article 24. Except as otherwise provided by the Company Act, the directors’ meeting shall be convened by the chairman, who shall be the chairperson. If the chairman is on leave or is unable to exercise his powers for any reason, he shall designate a director to act on his behalf in accordance with Article 208 of the Company Act.

The notice to convene the meeting referred to in the preceding paragraph may be given by electronic means or by facsimile.

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Article 25. Unless otherwise provided by the Company Act, a resolution shall be adopted by the Board of Directors with the approval of more than half of the attending directors.
Article 26. If a director is unable to attend a meeting of the Board of Directors for any reason, he may appoint another director to attend the meeting on his behalf, provided that a director may only be appointed by one person to attend a meeting of the Board of Directors on his behalf.
Article 27. The Board of Directors shall be authorized to determine the remuneration and travel expenses of the chairman and the directors, regardless of the company's operating profit or loss, in accordance with the degree of their participation in the company's operation and the value of their contribution, and with reference to the industry standards at home and abroad.
Article 28. The Company may purchase liability insurance for the scope of business performed by a director during his term of office.
Article 29. The Board of Directors of the Company may establish other functional committees, the organizational rules of which shall be formulated by the Board of Directors.

Chapter 5. Managers

Article 30. The Company has one general manager, whose appointment, dismissal, and remuneration shall be handled according to Article 29 of the Company Act.

Chapter 6. Accounting

Article 31. The Company’s fiscal year begins on January 1 of each year and ends on December 31 of the same year.
Article 32. After the final accounts of the Company at the end of the year, the Board of Directors shall prepare the following statements and submit them to the annual shareholders’ meeting for recognition:
Business Report
Financial Statements.
Proposal for earnings distribution or deficit compensation.
Article 33. If the Company makes a profit in the year, it shall allocate 8% to 15% as the remuneration of its employees, which shall be distributed in shares or in cash by resolution of the Board of Directors.

The Company shall allocate not more than 3% of the above profit as the remuneration of the directors, which shall be distributed in cash upon the resolution of the Board of Directors.

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However, if the Company has accumulated losses, the Company shall have reserved a sufficient amount to offset its accumulated losses, and then distribute the employees and directors’ remuneration in accordance with the previous ratio.

Employees’ and directors’ remuneration distribution proposal shall be reported to the shareholders’ meeting.

Article 34. If there is a surplus after the annual financial report, the Company will pay taxes and make up for previous annual deficit and add items other than the after-tax net profit to the undistributed earnings for the current period. Also, 10% of legal reserve shall be set aside and if necessary, the special reserve shall be set aside in accordance with relevant laws or regulations, and the accumulated undistributed earnings of the previous year shall be added as the distributable surplus, which shall be reserved by the Board of Directors according to operation capital demand and distributed in accordance with the earnings distribution proposal submitted to the shareholder’s meeting for resolution.

If the statutory surplus reserve referred to in the preceding paragraph has reached the paid-in capital of the company, it may not be set aside.

When the net amount of other equity deductions accumulated in the previous period is set aside as a special reserve, if the undistributed earnings in the previous period is insufficient to be set aside, items other than after-tax net profit plus after-tax net profit for the current period are included in the undistributed earnings for the current period.

eLaser’s dividend policy is to evaluate the eLaser’s future capital needs, financial structure, and earnings. As eLaser is in the growth stage with the industry outlook and development trend changing rapidly, continuous investment, R&D and a sound financial structure are required to create a competitive advantage. Future earnings will be appropriately distributed in the form of stock dividends or cash dividends, depending on eLaser’s operation. The total amount of dividends shall be at least 5% of the distributable earnings for the current year, of which cash dividends shall not be less than 20% of the total dividends.

Article 35. The employee treasury shares, employee stock option certificates, employees’ remuneration, new shares subscribed by employees, and new shares with restrictions on employee rights of the Company may be paid to employees of controlling or subordinate companies who meet certain conditions, and the Board of Directors shall be authorized to determine the conditions.

Chapter 7. Supplementary Provisions

Article 36. The organizational rules and bylaws of the Company shall be prescribed separately.

Article 37. Matters not stipulated in the Articles of Association shall be handled in accordance with the Company Act and relevant laws and regulations.
Article 38. These Articles of Association are made on September 20, 2000.
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The 1st amendment was made on October 14, 2000. The 2nd amendment was made on December 6, 2000. The 3rd amendment was made on July 31, 2001. The 4th amendment was made on June 11, 2002. The 5th amendment was made on December 19, 2003. The 6th amendment was made on June 1 2004. The 7th amendment was made on May 10, 2005. The 8th amendment was made on December 22, 2005. The 9th amendment was made on December 22, 2005. The 10th amendment was made on March 14, 2006 The 11th amendment was made on June 29, 2006 The 12th amendment was made on June 13, 2007 The 13th amendment was made on June 19, 2008 The 14th amendment was made on October 21, 2008 The 15th amendment was made on June 13, 2012 The 16th amendment was made on June 25, 2013 The 17th amendment was made on June 24, 2015 The 18th amendment was made on June 6, 2016 The 19th amendment was made on June 14, 2017 The 20th amendment was made on June 6, 2019 The 21st amendment was made on June 11, 2020. The 22nd amendment was made on June 29, 2022.

Elite Advanced Laser Corporation

Chairman: Chu-Liang, Cheng

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Appendix 2

Elite Advanced Laser Corporation

Regulations of Procedures of Shareholders’ Meetings

Article 1. The rules of procedure of the shareholders’ meeting of Elite Advanced Laser Corporation (Hereinafter referred to as the Company) shall be governed by these rules, unless otherwise provided by law or the Articles of Association.
Article 2. Unless otherwise provided by law or regulation, the Company’s shareholders’ meetings shall be convened by the board of directors.
The Company shall, 30 days prior to the general shareholders’ meeting or 15 days prior to the extraordinary shareholders’ meeting, upload the notice of convening of the shareholders’ meeting, the power of attorney, the proposals for recognition, discussion, election or dismissal of directors, etc. in electronic formats to the official site of Market Observation Post System. The Company shall also formulate the shareholders’ meeting handbook and supplementary materials into electronic files and upload them to the Market Observation Post System at least 21 days prior to a general shareholders’ meeting or 15 days prior to an extraordinary shareholders’ meeting. In addition, 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

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

Issues that involve election or dismissal of directors, changes to the Articles of Association, capital reduction, application for suspension of a public offering, director’s permission to compete, surplus capital increase, capital reserve conversion, corporate liquidation, merger, divestment, or any matters listed in Paragraph 1 of Article 185 of the Company Act, Article 26-1 or Article 43-6 of the Securities and Exchange Act, or Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers must be raised and have the main content explained as part of the regular motions (it cannot be raised in the form of extempore motions). The main content may be placed on websites designated by the competent securities authorities or the Company, and the website addresses shall be specified in the notice.

If the reasons for convening the general shareholders’ meeting have stated the general re-election of directors and the date of their inauguration, after the re-election by the shareholders’ meeting is completed, the same meeting shall not reach any resolution to change the date of the directors’ inauguration by extempore motions or any other means.

Shareholders holding over 1% of the Company’s outstanding shares are entitled to propose written motions for discussion at Annual General Meetings. Each shareholder may only propose one motion. Proposals exceeding this limit shall be excluded from the discussion. In addition, when the circumstances of any subparagraph of Article 172-1, Paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a suggestion for urging the Company to promote public

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interests or fulfill its social responsibilities, and only one matter shall be allowed in each of such proposals, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda as per Article 172-1 of the Company Act.

Before the book closure date of the general shareholders’ meeting, the Company shall announce the conditions, places, written or electronic acceptance method, and time within which the shareholders’ proposals are accepted. The timing of acceptance must not be less than 10 days.

The content of any of the proposals proposed by shareholders shall not exceed 300 words. If the number exceeds 300 words, the proposal will not be included for discussion; the proposing shareholder shall attend the general shareholders’ meeting in person or by proxy, and participate in the discussion of the proposal.

Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. For shareholders’ proposals that are not included for discussion, the Board of Directors shall explain the reasons for rejection at the shareholders’ meeting.

Article 3. Any of the shareholders may, at each shareholders’ meeting, issue a power of attorney stipulated by the Company specifying the scope of authorization to appoint a proxy to attend the shareholders’ meeting.

Each shareholder may only issue one power of attorney to appoint only one proxy, which shall be delivered to the Company five days before the convening shareholders’ meeting. In the event of any repetitive powers of attorney, the one that is served first shall prevail. However, such provision does not apply to those powers of attorney issued prior to the declaration of revocation.

After the proxy form has been delivered to the Company, a shareholder who wishes to attend the shareholders' meeting in person, or who wishes to exercise his voting rights in writing or by electronic means, shall give the Company a written notice of revocation of the proxy form two days before the date of the shareholders’ meeting; if the revocation is overdue, the voting rights represented by proxy shall prevail.

(Convening shareholders’ meetings and shareholders’ meeting notices)

Article 4. The venue for a shareholders’ meeting shall be the premises of the Company or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

(Preparation of documents such as the signature book)

Article 5. The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The preceding registration time shall be at least 30 minutes before the meeting. The registration area shall be clearly identified, and sufficient personnel must be deployed to handle the registration matters.

The shareholder in person or the proxy entrusted by the shareholder (hereafter “shareholder”) must present the attendance certificate, attendance sign-in card, or other attendance certificates in order to attend the shareholders’ meeting. Except for the documents required by the shareholders to attend, the Company shall not

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arbitrarily request additional supporting documents. The proxy with a power of attorney must present ID documents for verification.

The Company shall prepare the signature book for the attending shareholders to sign in, or the attending shareholders may hand in the sign-in cards in lieu of signing in.

For the shareholder who is a government or juristic person, the number of representatives attending the shareholders’ meeting is not limited to one person.

When a juristic person is appointed to attend the shareholders’ meeting, only one representative of such legal person may be appointed to attend the meeting.

(The chairperson and non-voting participants of a shareholders’ meeting)

Article 6. If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairman. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

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

If a shareholders’ meeting is convened by a person other than the Board of Directors with the right to convene, the chairperson of the meeting shall be the person with the right to convene. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may designate appointed lawyers, accountants or relevant personnel to attend the shareholders’ meeting as attendees.

(Documentation of a shareholders’ meeting by audio or video)

Article 7. The Company shall record the entire process of registration, the discussion, and voting of the shareholders, meeting continuously and uninterruptedly starting from the time of acceptance of shareholders’ registration.

The audio-visual materials in the preceding Paragraph shall be kept for at least one year. However, if the case involves a lawsuit under Article 189 of the Company Act, the materials shall be retained until the end of the lawsuit.

(Calculation of the number of shares held by those present at the shareholders’ meeting and convening of the meeting)

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Article 8. Attendance and voting at a shareholders’ meeting shall be calculated on the basis of shares; the number of shares held by those present shall be calculated on the basis of the signature book or the sign-in card submitted, plus the number of shares exercising voting rights by written or electronic means.

If the share amount present does not exceed one-third of the total issued shares after 2 postponements, a tentative resolution may be passed pursuant to the first paragraph in Article 175 of the Company Act and notify the shareholders of the tentative resolution and reconvene the shareholders’ meeting within 1 month.

If the number of shares represented by the shareholders present has reached a majority of the total number of shares issued before the end of the meeting, the chairperson shall resubmit the tentative solutions passed to be voted by the shareholders’ meeting according to Article 174 of the Company Act.

(Discussion of proposals)

Article 9. If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on the proposals on the agenda one by one (including extempore motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution by the shareholders’ meeting.

If the shareholders’ meeting is convened by a person other than the board of directors who has the right to convene, the provisions of the preceding Paragraph shall apply mutatis mutandis.

Before the meeting (including extempore motions) is adjourned, the chairperson shall not declare the meeting adjourned without resolution; if the chairperson violates the Regulations and announces the adjournment of the meeting, the other members of the board of directors shall promptly assist the shareholders present in accordance with legal procedures to elect a person to be the chairperson with the consent of more than half of the voting rights of the shareholders present to continue the meeting process.

The chairperson shall provide sufficient explanations and opportunities for discussion on the proposals and the amendments or extempore motions proposed by shareholders. When the chairperson deems that the voting has reached a sufficient level, he/she may announce the suspension of the discussion for voting and arrange a suitable time for voting.

(Shareholder speech)

Article 10. Before a shareholder presents and delivers a speech in the meeting, the shareholder must fill out a speech slip that states the speech’s main points, the shareholder’s account number (or attendance certificate number), and account name. The chairperson shall determine the order of speeches to be delivered.
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The attending shareholders who only submit the speech slip without making speeches are deemed to have not made speeches. If the content of the spoken speech is inconsistent with the record of speech slip, the content of the spoken speech shall prevail.

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

After attending shareholders’ speeches, the chairperson may reply in person or designate relevant personnel for replying.

(Calculation of voting shares and recusal system)

Article 11. Votes during a shareholders’ meeting shall be calculated based on the number of shares.

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

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

Except for a trust enterprise or a stock agency approved by the securities competent authority, when one proxy is appointed by two or more shareholders at the same time, the voting rights of the proxy shall not exceed 3% of the total voting rights of the issued shares. The excess voting rights shall not be included.

(Voting on resolution)

Article 12. Shareholders have one voting right per share, except for those restricted or have no voting rights pursuant to Paragraph 2, Article 179 of the Company Act.

When the Company convenes a shareholders’ meeting, it may adopt electronic or written manners to exercise the voting rights; when exercising voting rights in writing or electronically, the method for exercising rights shall be specified in the notice of convening of the shareholders’ meeting. Shareholders who exercise their voting rights in writing or electronically are deemed to have attended the shareholders’ meeting in person. However, the extempore motions and the amendment to the original proposals at the shareholders’ meeting shall be deemed as abstention. Therefore, the Company shall refrain from submitting the extempore motions and the amendments to the original proposals.

In the event of exercising voting rights in writing or electronically in the preceding

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Paragraph, the statement of intent shall be delivered to the Company two days prior to the convening of shareholders’ meeting. However, such provision does not apply to those statements of intent issued prior to the declaration of revocation.

After shareholders have exercised their voting rights in writing or electronically, if they wish to attend the shareholders’ meeting in person, they must revoke the aforesaid expressions of intent 2 days before the shareholders’ meeting the same way they exercised their vote rights. If the revocation is overdue, the voting rights exercised in writing or electronically shall prevail. If the voting rights are exercised in writing or electronically and a proxy is appointed via the power of attorney to attend the shareholders’ meeting, the voting rights exercised by the proxy appointed shall prevail.

The vote for a proposal shall be passed with the approval of a majority of the shareholder voting rights present unless otherwise stipulated in the Company Act or the Articles of Association. At the time of voting, shareholders shall vote on a case-by-case basis after the total number of shareholder voting rights announced by the chairperson or the chairperson’s proxy, and the shareholders’ approval, opposition, and abstention voting results shall be uploaded to the Market Observation Post System. A resolution shall be deemed to have been passed by all shareholders present without objection after consultation by the chairperson, and shall have the same effect as voting by poll; in case of objection, voting by poll shall be conducted in accordance with the provisions of the preceding paragraph.

The scrutineers and vote-counters for voting on the resolution shall be designated by the chairperson, but the scrutineers shall have the identity as shareholders.

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

(Election of directors and supervisors)

Article 13. The election of directors during the shareholders’ meeting must be handled according to the relevant election provisions set by the Company. The election results, including the list of elected directors, the final tally, the list of directors who have lost the election, and the number of voting rights they obtained must be announced on-site.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. However, if the case involves a lawsuit under Article 189 of the Company Act, the materials shall be retained until the end of the lawsuit.

(Minutes and signatures)

Article 14. The resolutions of the shareholders’ meeting shall be made into minutes, which shall be signed or sealed by the chairperson, and shall be distributed to all shareholders within 20 days after the meeting. The production and distribution of meeting minutes may be conducted electronically.

The aforesaid meeting minutes may be announced via upload to the Market

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Observation Post System.

The minutes shall detail the date and venue of the meeting, the chairperson’s name, the method of resolution, the proceedings and voting results of various motions (including statistical weights), and the number of votes obtained by each candidate during director and supervisor elections. The minutes of meeting shall be kept during the existence of the Company.

The resolution referred to in the preceding paragraph shall be adopted after the chairperson has consulted the opinions of the shareholders. If the shareholders have no objection to the resolution, the statement “Passed without objection by all shareholders present after the chairperson has consulted” shall be recorded. However, if the shareholders have objections to the resolution, the method of voting and the proportion of voting rights and weights shall be specified.

(Public disclosure)

Article 15. On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders’ meeting.

If a shareholders’ meeting resolution involves significant information required by the laws and regulations or by the TWSE, the Company shall transmit the content to the Market Observation Post System within a certain deadline.

(Maintaining order at the meeting place)

Article 16. Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.

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

If the venue has any amplifying equipment installed, the chairperson may stop the shareholders from speaking with such equipment other than those provided by the Company.

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

(Recess and resumption of a shareholders’ meeting)

Article 17. At the discretion of the chairperson, a break may be declared at any time during the meeting. During a force majeure event, the chairperson may rule to suspend the meeting temporarily and announce the meeting continuation time.

If the meeting venue cannot continue to be used before the agendas (including extempore motions) set by the shareholders’ meeting are concluded, the shareholders’ meeting may decide to find another venue to continue the meeting.

The shareholders’ meeting may decide to postpone or continue the meeting within 5 days pursuant to Article 182 of the Company Act.

Article 18. Matters not provided for in these Rules shall be handled in accordance with the Company Act, the Securities and Exchange Act, the Articles of Association of the Company, and other relevant laws and regulations.
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Article 19. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.
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Appendix 3

Information on Employees’ and Directors’ Remuneration

Please refer to Appendix 1 for the relevant information on the employees’ and directors’ remuneration set forth in the Articles of Association.
The Board approved the proposed amount of employees’ and directors’ remuneration and other information:

As approved by the Board of Directors on March 23, 2023, the Company proposed to distribute a cash remuneration of NT$ 34,000 thousand to employees and a remuneration of NT$ 8,000 thousand to directors for the year of 2022. The above amounts of directors’ remuneration and employees’ cash remuneration have been expensed in 2022, and there is no material difference between the amount of expenses recorded and the amount proposed to be allotted by the Board.

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Appendix 4

Elite Advanced Laser Corporation

Shareholdings of All Directors

In accordance with Article 26 of the Securities and Exchange Act and the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, the minimum percentage of shares held by all directors of the Company shall be 6%.

Item Number of shares %	Item Number of shares %	Item Number of shares %
Total number of issued shares of the Company 145,681,382
Shareholdings of all directors (shares held by Independent Directors are not counted )	8,740,882	7.77%

Notes: The Company has set up an Audit Committee, so there is no application to the number of shares required to be held by the supervisors.

Record Date: April 7, 2023

==> picture [406 x 231] intentionally omitted <==

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

Date when Number of
Title Name
elected shares held
Chairman Chu-Liang, Cheng June 29, 2022 8,650,747
Director Wen-Hsing, Huang June 29, 2022 500,000
Director Tay-Jen, Chen June 29, 2022 2,097,440
Director Tsong-Min, Liang June 29, 2022 72,596
Independent director Chi-Yu, Yang June 29, 2022 -
Independent director Chin-Der, Ou June 29, 2022 -
Independent director Hun-Cheh, Chen June 29, 2022 402,142
Total 11,722,925
----- End of picture text -----

Notes: The Company has set up an Audit Committee, so there is no application to the number of shares required to be held by the supervisors.

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==> picture [74 x 14] intentionally omitted <==

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AI assistant

ELASER — Annual Report 2022

52329_rns_2023-06-07_c94358b2-9cc9-47ca-a499-bcdb4d298dfc.pdf

ELITE ADVANCED LASER CORPORATION

2023 Annual Shareholders’ Meeting

Table of Contents

1. Meeting Procedure

2023 Annual Shareholders’ Meeting Procedure

2. Meeting Agenda

Elite Advanced Laser Corporation

2023 Annual Shareholders’ Meeting

3. Report Items

Proposal 1

Report on 2022 Employees’ and Directors’ Compensation .

Proposal 2

2022 Business Report

Proposal 3

The Audit Committee’s Review Report

Proposal 4

Revision of the Report on the “Rules of Procedure of the Board of Directors” of the Company

4. Proposal Items

Proposed by the Board of Directors

Proposal 1

Adoption of 2022 Business Report and Financial Statements

Proposed by the Board of Directors

Proposal 2

Adoption of 2022 Earnings Distribution

2022 Earning Distribution Statement

5. Discussion Items

Discussion of the Amendment to “Rules of Procedure for Shareholders Meetings”

6. Extempore Motions

7. Adjournment

8. Attachment

Attachment 1

Elite Advanced Laser Corporation

2022 Consolidated Business Report

Dear Shareholders,

1. Operating results in 2022:

2. Operating Plan in 2023:

Audit Committee’s Review Report

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

The veracity of the sales revenue of specific customers

Other Matter

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

ELITE ADVANCED LASER CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

ELITE ADVANCED LASER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Continued from previous page)

ELITE ADVANCED LASER CORPORATION AND SUBSIDIARIES

ELITE ADVANCED LASER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued from previous page)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

The veracity of the sales revenue of specific customers

The sales authenticity to specific customer of a subsidiary accounted for using the equity method

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

ELITE ADVANCED LASER CORPORATION

BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

ELITE ADVANCED LASER CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

ELITE ADVANCED LASER CORPORATION

STATEMENTS OF CHANGES IN EQUITY

ELITE ADVANCED LASER CORPORATION

STATEMENTS OF CASH FLOWS

(Continued from previous page)

Elite Advanced Laser Corporation

Elite Advanced Laser Corporation

Meeting”

ELASER Annual Report 2022