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FICG AGM Information 2024

Jun 12, 2024

52367_rns_2024-06-12_6f6f76e3-94b1-4bbf-a41c-300aa367571d.pdf

AGM Information

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Stock Code: 3701

==> picture [85 x 44] intentionally omitted <==

FIC Global, Inc.

2024 General Shareholders’ Meeting

Meeting Handbook

6 June 2024

Table of Contents

Table of Contents
I. 2024 GENERAL SHAREHOLDERS’ MEETING PROCEDURE…………………………….…..…………..…. 1
II. 2024 GENERAL SHAREHOLDERS’ MEETING AGENDA……………………………………...................... 2
REPORTED MATTERS……………………….……………………..…….…………………………………….….……….… 3
APPROVAL MATTERS………………………..……………………..……………………………………………………....… 4
DISCUSS MATTERS……………………….………………..…………………………………………………………………... 5
MOTIONS……………………………..………………..……………………………………………………………..…………….. 5
ADJOURNMENT…………………………….……………………………………………………………………..……………… 5
**III. ** ATTACHMENT
2023 BUSINESS REPORT ……………………………………………………………………………………………………… 6
AUDIT COMMITTEE’S AUDITOR REPORT……………………………………………..……………………….……… 8
ACCOUNTANT’S EXAMINATION REPORT AND 2023 ANNUAL FINANCIAL STATEMENT. .....…… 9
2023 SURPLUS DISTRIBUTION TABLE ………………………………………………………………………………… 35
COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF INCORPORATION……..………….. 36
COMPARISON TABLE OF THE REVISED PROVISIONS OF “PROCEDURES FOR LENDING AND
HANDLING OF FUNDS”...…………..….……….……..….………..….………..….………..….………..….….……..…….… 38
**IV. ** APPENDIX
FIC GLOBAL, INC. ARTICLES OF INCORPORATION (BEFORE THE AMENDMENT)……….……….… 39
RULES OF PROCEDURE FOR SHAREHOLDERS MEETINGS……………………………………………………… 44
“PROCEDURES FOR LENDING AND HANDLING FUNDS” (BEFORE THE AMENDMENT)………..… 46
FIC GLOBAL INC. DIRECTOR SHAREHOLDING STATUS………………………………….……………………… 49
OTHER NOTES…………………………………………………………………………………………………………........……. 50

FIC Global Inc.

2024 General Shareholders’ Meeting Procedure

  1. Announcement of Commencement

  2. Chairman’s Speech

  3. Reported Matters

  4. Approval Matters

  5. Discuss Matters

  6. Motions

  7. Adjournment

1

FIC Global Inc.

2024 General Shareholders’ Meeting Agenda

Time: 9:00 a.m. (Thursday) 6 June 2024

Location: 2F, No. 12, Zhouzi Street, Neihu District, Taipei City

  • I. Announcement of Commencement (attending shareholders and total number of shares represented reported)

  • II. Chairman’s Speech

  • III. Reported Matters

  • (I) 2023 business report.

  • (II) Audit committee auditor report.

  • (III) 2023 employee remuneration and director remuneration distribution report.

  • IV. Approval Matters

  • (I) 2023 business report and financial statements.

  • (II) 2023 profit distribution proposal.

  • V. Discuss Matters

  • (I) Amendments to the regulations on the “articles of incorporation”.

  • (II) Amendments to the regulations on the” procedures for lending and handling some funds”.

  • VI. Motions

  • VII. Adjournment

2

Reported Matters

  • I. 2023 business report is submitted for review. Illustration: For 2023 business report, please refer to pages 6-7 [Attachment 1] of this handbook.

  • II. Audit committee auditor report is submitted for review. Illustration: For 2023 audit committee auditor report please refer to page 8 [Attachment 2] of this handbook.

  • III. 2023 employee remuneration and director remuneration distribution report is submitted for review.

  • Illustration: (I) In accordance with the Articles of Association of the Company, 2-10% is provisioned as employee remuneration. The target of issuance may include employees of subsidiaries meeting certain conditions. No more than 1.5% is provisioned as director remuneration.

    • (II) After the resolution of the board of directors, 4% of NT$14,222,000 of pre-tax net profit in 2024 is proposed to be allocated as employee remuneration; another 0.4% of NT$1,422,000 is proposed to be allocated as director's remuneration, which will be paid in cash.

3

Approval Matters

  • I. Approval of 2023 business report and financial statements.

  • Illustration: (I) 2023 financial statements of the Company have been audited and certified by Deloitte Taiwan and has been submitted together with the business report to and audited by the audit committee.

  • (II)For business report and above financial statements, please refer to pages 6-7 [Attachment 1] and pages 9-34 [Attachment 3] of this handbook.

  • (III) Approval requested.

Resolution:

  • II. Approval of 2023 profit distribution proposal.

  • Illustration: (I) The company's 2023 surplus distribution statement, plans to allocate a total of NT$164,299,949 in cash dividends to shareholders from the 2023 distributable surplus, calculated on the basis of the company's 234,714,213 ordinary shares in circulation as of March 20, 2024, and allotment per share NT$0.7. Cash dividends are calculated up to NTD, rounded up below NTD, and the total amount of odds and zeros less than NTD 1 is adjusted from the largest to the smallest decimal point to meet the total cash dividend distribution. Please refer to [Attachment 4] on page 35 of this handbook.

    • (II) After the case is approved by the ordinary meeting of shareholders, the chairman of the board of directors is authorized to set another dividend distribution base date and payment date, and if there is a change in the total number of shares of the company, resulting in a change in the distribution rate, the chairman of the board of directors is also authorized to adjust it. Please acknowledge it

    • (III) Approval requested.

Resolution:

4

Discuss Matters

I. Amendments to the regulations on the “articles of incorporation”. < Proposal by Board of Directors >

Illustration: (I) To comply with the amendment of relevant laws and

regulations, and to meet the needs of practical operation, to amend some provisions of the "Articles of Association" of the Company.

(II) For a cross-reference table of the amendments to the Articles of Association, please refer to [Attachment 5] on pages 36 - 37 of this Handbook.

Resolution:

  • II. Amendments to the regulations on the “articles of incorporation”.

< Proposal by Board of Directors > Illustration: (I) To meet the needs of practical operation, some provisions of the Company's "Procedures for Capital Loan and Processing" are amended.

(II) For a comparative table of the revised provisions of "Procedures for Lending and Handling of Funds", please refer to [Attachment 6] on page 38 of this Handbook.

Resolution:

Motions

Adjournment

5

【Attachment 1】

Business Report of 2023

The main operating profit and loss of FIC Global, Inc. mainly came from the recognition of net investment profit and loss of relevant reinvestment enterprises of FIC Group. To improve performance and industry competitiveness, continually adjust the industries invested by the Group and integrate them per their characteristics, keep what is valuable and reject what is worthless, and strictly control each important subsidiary and affiliate, the Company strived to increase revenue and reduce expenditure, lower costs, and improve profits to adjust the Group’s constitution. When looking back to 2023, we have found that the consolidated net profit of the Company in 2022 reached NT$723,053K, while this figure was NT$626,727K in 2023. Despite the influence of the epidemic, the Company returned to the profiting track again this year, and each enterprise in the Group realized favorable development. The operating status of the Company in 2023 is hereby compared with that last year, and the specific indicators are summarized as follows:

Analytical Statement of Operating Status

Analytical Statement of Operating Status Analytical Statement of Operating Status Analytical Statement of Operating Status
Unit: NT$1,000
Item 2023 2022
Operating income 13,283,396
12,448,435
Operating cost (11,227,876)
(10,781,900)
Operating expenses (1,401,644)
(1,241,674)
Operating profit 653,876
424,861
Currentprofit 626,727
723,053
Current (net loss) profit (attributed to the owner(s) of
parent company)

332,140

476,470

Note: The statement above is prepared in accordance with the Company’s consolidated financial statements.

Analytical Statement of Profitability

Item 2023 2022
Return on assets (%) 5.99
7.74
Return on equity (%) 9.95
14.65
Ratio of operating (loss) profit in paid-in capital (%) 27.86
19.75
Ratio of before-tax (net loss) profit in paid-in capital (%) 33.27
35.53
Net profit ratio (%) 4.72
5.81
Basic (loss) earnings per share (NT$) 1.49
2.23
Diluted (loss) earnings per share (NT$) 1.42
2.10

6

In order to execute the strategies of industry holdings and separate business operations, FIC Global Inc. sticks to industry resource orientation as principle, while First International Computer, Inc., 3CEMS Corp. and Ubiqconn Technology, Inc. are important subsidiaries of FIC Global, Inc. In 2022, under the efforts of all supervisors and employees, the Company continually lowered cost, improved business flexibility, and continuously dedicated to automotive electronics related systems, electronic OEM services, R&D and designs, system assembly and industrial computer production and sales.

Under the management policy of continuous adjustment of strategy, review and reform, First International Computer, Inc. (FIC) has already clarified its business operation direction and gradually achieved its transformation goals. Software and hardware platforms with ARM structure are adopted to develop products in fields of A (Automotive), A (Automation) and M (Medical) which are the main development axis. In the field of G (Green), Honeywell, Tridium, and Niagara are applied as development platforms to develop self-owned AI algorithm which is applied in the markets of Smart City, Smart Energy Management, Smart Building, Smart Retail and ITS. FIC seeks niche products and markets with professional R&D technology. It is expected that AR HUD, the automotive augmented reality head-up display independently developed and manufactured by FIC, will drive FIC Global Inc. to enter a crucial period for its development of factory-installed products in the field of new energy vehicle/electric vehicle.

In recent years, 3CEMS Corp. has actively engaged in the organizational reform and product structural adjustment. When the original computer related business volume remains stable, 3CEMS has continuously developed new products (e.g., electronic sports computer, AIOT computer and peripherals), and its business in communication products (including optical fibers) has also realized gradual growth. Furthermore, 3CEMS has also expanded its business in industries with high added value such as automotive electronics, industrial control electronics and precision SMT products. 3CEMS focuses on the OEM of advanced electronic products applied in the fields of aerospace, navigation, automobile, and semiconductor.

Ubiqconn pays equal attention to ODM and brand and aims to realize 50% of profit contribution rate for ODM and brand respectively. Ubiqconn is committed to developing industrial personal computer (IPC) related business and taking the rugged tablet computers of its self-owned brand of RuggON as well as 6G devices as the main axis. Based on the vision of “Connection Everywhere”, Ubiqconn focuses on the linking technology related to rugged portable computers, the establishment of ecosystem of each vertical market and solidly linked supply chains and digital collaboration platform, as well as its core values (Curiosity, Empathy, Agility, Can-do Attitude and Discipline) to connect all its employees. Expectedly, Ubiqconn will strive to become a TWSE/TPEx listed company and offer shareholders better rewards given the continuous bettering of its corporate constitution.

Each reinvestment company will adjust their product structures in consideration of industrial demands, and their products will be integrated and complement with each other, thus brining bigger space and markets for their products. Also, relevant sales, purchasing, R&D, management and information platforms are provided to share the resources and facilitate the overall operation performance of FIC Global, Inc. and its reinvestment companies.

Shareholders’ ceaseless support is highly appreciated. Our operation teams will exert continual efforts this year to earn rewards for shareholders. All the operation teams of the Company will work harder and spare no effort to improve enterprise value so as to pay back to shareholders’ support and encouragement.

Chairman: Manager: CHIEN LEO MING TZ CHIEN LEO MING TZ

Accounting Manager: LI, YU-HUA

7

【Attachment 2】

Audit Committee’s Auditor Report

The Board of Directors has already submitted the Company’s business report, financial statements (including consolidated financial statements) and proposal for profit distribution in the year of 2023. The financial statements (including consolidated financial statements) have already been audited and certified by CPAs LIN, PO-CHUAN and CHANG, SHU-CHIUNG from PRICEWATERHOUSECOOPERS TAIWAN and relevant audit report has been issued. The aforesaid business report, financial statements (including consolidated financial statements) and proposal for profit distribution have already been audited by the Audit Committee which concludes that no inconsistency has existed and reports as above in accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please check and verify.

FIC Global, Inc. Convener of the Audit Committee:

KAO, TIEN-CHING

March 28, 2024

8

【Attachment 3】

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of FIC Global, Inc.

Opinion

We have audited the accompanying consolidated balance sheets of FIC Global, Inc. and subsidiaries (the “Group”) as at December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2023 and 2022, 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, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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. Based on our audits and the reports of the other independent auditors, we

9

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, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the consolidated financial statements for the year ended December 31, 2023 are stated as follows:

Existence of sales revenue

Description

Refer to Note 4(34) for accounting policies on revenue recognition, and Note 6(23) for the details of operating revenue.

The Group is primarily engaged in the research and development, production and sales of automotive electronics, surveillance products and industrial computers, electronic contract manufacturing of computers and server products. Since product orders are affected by project cycles, and the Group will have to focus on accepting orders of new projects, which has a significant impact on the consolidated operating revenue. Thus, the existence of sales revenue has been identified as one of the key audit matters.

How our audit addressed the matter

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

  1. Obtained an understanding of, and assessed the Group’s internal controls over sales transactions.

10

  1. Selected samples of sales transactions from sales customers and verified against related vouchers to ascertain existence of sales revenue.

Evaluation of inventories

Description

Refer to Note 4(14) for the accounting policies on the evaluation of inventories; Note 5(2) for the uncertainty of accounting estimates and assumptions for evaluation of inventories, and Note 6(6) for the details of inventory.

Due to the rapid technological innovations and competition within the industry, frequent releases of new products result in potential price fluctuations and product marginalization in the market. Additionally, it also affects the estimation of net realizable values of inventories. In response to changing markets and its development strategies, the Group adjusts its inventory levels. As a result, the related inventory levels for the product line as mentioned above are significant. Inventories are stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s judgement and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Assessed the policy on allowance for inventory valuation loss based on our understanding of the operations and industry of the Group.

  2. Inspected the management’s individually identified out-of-date inventory list and checked the related supporting documents.

  3. Tested the basis of market value used in calculating the net realizable values of

11

inventory and validated the accuracy of net realizable value calculation of selected samples.

Other matter - Reference to the audits of other auditors

We did not audit the financial statements of certain consolidated subsidiaries and investments accounted for under the equity method, which statements reflect total assets of $145,604 thousand and $103,155 thousand, both constituting 1% of consolidated total assets as of December 31, 2023 and 2022, respectively, total operating revenues of $0, constituting 0% of consolidated total operating revenues for both years ended, the balance of investments accounted for under the equity method amounted to $381,956 thousand and $114,008 thousand, constituting 3% and 1% of consolidated total assets as at December 31, 2023 and 2022, respectively, and the share of profit and other comprehensive income of associates and joint ventures accounted for under the equity method of $(4,938) thousand and $14,629 thousand, constituting (1%) and 2% of consolidated total comprehensive income for the years then ended, respectively. The financial statements of these investee companies were audited by other independent auditors whose reports thereon have been furnished to us and our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements and information disclosed relative to these consolidated subsidiaries and investments accounted for under the equity method, is based solely on the reports of other independent auditors.

Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion with an Other matter section on the parent company only financial statements of FIC Global, Inc. as of and for the years ended December 31, 2023 and 2022.

12

Responsibilities of management and those charged with governance for the consolidated statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement

13

when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial

14

statements represent the underlying transactions and events in a manner that achieves fair presentation.

  1. Obtain sufficient 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 and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period 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.

15

LIN, PO-CHUAN

[Chang, Shu-Chiung ]

For and on Behalf of PricewaterhouseCoopers, Taiwan March 28, 2024


The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

16

FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023, DECEMBER 31, 2022 AND JANUARY 01, 2022

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Assets Notes December 31, 2023
AMOUNT
%
$
2,782,947
24
92,785
1
101,265
1
5,487
-
72,676
1
2,781,225
23
35,234
-
14,063
-
80,771
1
8,114
-
20,651
-
2,994,368
25
60,941
1
-
-
1,843
-
9,052,370
77
38,090
-
430,070
4
618,177
5
505,516
4
891,810
8
30,565
-
158,001
1
68,730
1
27,796
-
7,696
-
2,776,451
23
$
11,828,821
100
(Continued)
(adjusted)
December 31, 2022
AMOUNT
%
$
1,347,873
13
4,493
-
106,510
1
6,879
-
89,587
1
2,804,466
27
12,782
-
15,278
-
65,420
1
3,987
-
1,765
-
3,250,615
32
94,522
1
20,336
-
2,120
-
7,826,633
76
21,251
-
200,577
2
530,735
5
412,379
4
936,675
9
31,616
-
156,922
2
82,754
1
39,821
1
6,318
-
2,419,048
24
$
10,245,681
100
(adjusted)
January 1, 2022
(adjusted)
January 1, 2022
AMOUNT
$
2,782,947
92,785
101,265
5,487
72,676
2,781,225
35,234
14,063
80,771
8,114
20,651
2,994,368
60,941
-
1,843
9,052,370
38,090
430,070
618,177
505,516
891,810
30,565
158,001
68,730
27,796
7,696
2,776,451
$
11,828,821
(Continued)
AMOUNT
$
1,347,873
4,493
106,510
6,879
89,587
2,804,466
12,782
15,278
65,420
3,987
1,765
3,250,615
94,522
20,336
2,120
7,826,633
21,251
200,577
530,735
412,379
936,675
31,616
156,922
82,754
39,821
6,318
2,419,048
$
10,245,681
AMOUNT
$
1,153,318
20,931
98,869
7,162
82,342
2,427,041
25,029
13,936
53,300
21,844
5,614
2,951,637
104,274
-
2,603
6,967,900
19,372
181,186
603,109
372,799
950,874
35,445
77,208
48,527
56,316
2,556
2,347,392
$
9,315,292
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value
through profit or loss - current
1136
Current financial assets at
amortised cost
1140
Current contract assets
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related
parties
1199
Finance lease receivable due
from related parties, net
1200
Other receivables
1210
Other receivables due from
related parties
1220
Current tax assets
130X
Inventories
1410
Prepayments
1460
Non-current assets or disposal
groups classified as held for
sale, net
1479
Other current assets, others
11XX
Total current assets
Non-current assets
1517
Non-current financial assets at
fair value through other
comprehensive income
1550
Investments accounted for
under equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property, net
1780
Intangible assets
1840
Deferred income tax assets
1920
Guarantee deposits paid
194K
Long-term finance lease
receivable due from related
parties, net
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
6(1)
6(2)
6(3) and 8
6(23)
6(4) and 8
6(4)
7
6(11) and 7
6(5)
7
6(6)
6(13)
6(7)
6(8)
6(9), 7 and 8
6(10) and 8
6(12) and 8
6(29)
8
6(11) and 7
13
-
1
-
1
26
-
-
1
-
-
32
1
-
-
75
-
2
6
4
10
-
1
1
1
-
25
100

17

FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023, DECEMBER 31, 2022 AND JANUARY 01, 2022

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Liabilities andEquity Notes December 31, 2023
AMOUNT
%
$
35,233
-
5,039
-
284,726
2
307
-
1,969,577
17
8,518
-
556,588
5
345,238
3
81,836
1
8,013
-
193,540
2
1,732
-
33,884
-
9,574
-
3,533,805
30
570,611
5
-
-
2,381
-
85,285
1
349,334
3
-
-
97
-
39,233
-
1,046,941
9
4,580,746
39
2,346,758
20
1,090,188
10
100,986
1
379,890
3
763,384
6

427,552 ) (
4) (
4,253,654
36
2,994,421
25
7,248,075
61
$
11,828,821
100
(adjusted)
December 31, 2022
AMOUNT
%
$
189,891
2
-
-
255,945
3
307
-
1,816,000
18
12,219
-
557,891
6
130,709
1
82,959
1
3,589
-
229,192
2
4,068
-
242,418
2
5,113
-
3,530,301
35
-
-
38,511
-
2,113
-
92,841
1
231,461
2
965,741
10
448
-
35,725
-
1,366,840
13
4,897,141
48
2,151,721
21
439,563
4
52,361
-
290,770
3
676,830
7

379,890) (
4) (
3,231,355
31
2,117,185
21
5,348,540
52
$
10,245,681
100
(adjusted)
January 1, 2022
AMOUNT
%
$
99,383
1
-
-
187,433
2
2,002
-
2,156,884
23
3,263
-
501,972
6
4,799
-
17,032
-
5,909
-
171,344
2
7,526
-
-
-
5,426
-
3,162,973
34
285,734
3
-
-
2,328
-
71,773
1
256,986
3
961,800
10
13,582
-
37,308
-
1,629,511
17
4,792,484
51
2,109,305
23
393,596
4
28,827
-
269,545
3
235,339
3

290,770) (
3)
2,745,842
30
1,776,966
19
4,522,808
49
$
9,315,292
100
AMOUNT
$
35,233
5,039
284,726
307
1,969,577
8,518
556,588
345,238
81,836
8,013
193,540
1,732
33,884
9,574
3,533,805
570,611
-
2,381
85,285
349,334
-
97
39,233
1,046,941
4,580,746
2,346,758
1,090,188
100,986
379,890
763,384

427,552 ) (
4,253,654
2,994,421
7,248,075
$
11,828,821
AMOUNT
$
189,891
-
255,945
307
1,816,000
12,219
557,891
130,709
82,959
3,589
229,192
4,068
242,418
5,113
3,530,301
-
38,511
2,113
92,841
231,461
965,741
448
35,725
1,366,840
4,897,141
2,151,721
439,563
52,361
290,770
676,830

379,890) (
3,231,355
2,117,185
5,348,540
$
10,245,681
AMOUNT
$
99,383
-
187,433
2,002
2,156,884
3,263
501,972
4,799
17,032
5,909
171,344
7,526
-
5,426
3,162,973
285,734
-
2,328
71,773
256,986
961,800
13,582
37,308
1,629,511
4,792,484
2,109,305
393,596
28,827
269,545
235,339

290,770) (
2,745,842
1,776,966
4,522,808
$
9,315,292
Current liabilities
2100
Short-term borrowings
2120
Current financial liabilities at
fair value through profit or loss
2130
Current contract liabilities
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related
parties
2200
Other payables
2220
Other payables - related
parties
2230
Current income tax liabilities
2250
Current provisions
2280
Current lease liabilities
2310
Advance receipts
2320
Long-term liabilities, current
portion
2399
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2530
Bonds payable
2540
Long-term borrowings
2550
Non-current provisions
2570
Deferred tax liabilities
2580
Non-current lease liabilities
2620
Long-term notes and accounts
payable to related parties
2640
Net detined benefit liabilities
2670
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Equity attributable to owners of
parent
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained
earnings
Other equity interest
3400
Other equity interest
31XX
Total Equity attributable to
owners of the parent
36XX
Non-controlling interests
3XXX
Total equity
Significant Events after the
Balance Sheet Date
3X2X
Total liabilities and equity
6(14)
6(2)
6(23) and 7
7
6(4)(15)
7
6(10)
6(16)(17)
6(16)
6(17)
6(29)
6(10)
7
6(18)
6(20)
6(21)
6(22)
(
4(3)
11

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

18

FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Items YearendedDecember31
2023
2022(adjusted)
Notes
AMOUNT
%
AMOUNT
%
6(23) and 7
$
13,283,396
100
$
12,448,435
100
6(6)(28) and 7
(
11,227,876 ) (
84) (
10,781,900) (
87)
2,055,520
16
1,666,535
13
6(28) and 7
(
516,922 ) (
4) (
357,033) (
3)
(
553,753 ) (
4) (
525,462) (
4)
(
344,949 ) (
3) (
320,813) (
3)
13,980
-
(
38,366)
-
(
1,401,644 ) (
11) (
1,241,674) (
10)
653,876
5
424,861
3
6(24)
45,957
-
14,351
-
6(25) and 7
50,185
-
82,531
1
6(26)
75,797
1
244,962
2
6(27) and 7
(
42,358 )
-
(
36,228)
-
-
-
14,688
-
6(8)
(
2,588 )
-
19,327
-
126,993
1
339,631
3
780,869
6
764,492
6
6(29)
(
154,142 ) (
1) (
41,439)
-
$
626,727
5
$
723,053
6
6(18)
$
235
-
$
11,104
-
6(7)
16,839
-
1,879
-
1,237
-
(
778)
-
18,311
-
12,205
-
(
122,654 ) (
1) (
42,672)
-
6,503
-
1,228
-
(
116,151 ) (
1) (
41,444)
-
( $
97,840 ) (
1) ($
29,239)
-
$
528,887
4
$
693,814
6
$
332,140
3
$
476,470
4
294,587
2
246,583
2
$
626,727
5
$
723,053
6
$
284,429
2
$
473,985
4
244,458
2
219,829
2
$
528,887
4
$
693,814
6
6(30)
$
1.49
$
2.23
$
1.42
$
2.10
4000
Operating revenue
5000
Operating costs
5900
Gross profit
Operating expenses
6100
Sales and marketing expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit gain (loss)
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7055
Expected credit gain
7060
Share of (loss) profit of associates and
joint ventures accounted for using equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Gains on remeasurements of defined
benefit plans
8316
Unrealized gains from investments in
equity instruments at fair value through
other comprehensive income
8320
Share of other comprehensive income
(loss) of associates and joint ventures
accounted for using equity method, that
will not be reclassified to profit or loss
8310
Other comprehensive income that will
not be reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to profit or
loss
8361
Exchange differences on translation of
foreign financial statements
8370
Share of other comprehensive income of
associates and joint ventures accounted
for using equity method, that will be
reclassified to profit or loss
8360
Other comprehensive loss that will be
reclassified to profit or loss
8300
Other comprehensive loss for the year
8500
Total comprehensive income for the year
Profit attributable to:
8610
Shareholders of the parent
8620
Non-controlling interests
Comprehensive income attributable to:
8710
Shareholders of the parent
8720
Non-controlling interests
Earnings per share (in dollars)
9750
Basic earnings per share
9850
Diluted earnings per share

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

19

FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Notes
Year ended December 31, 2022
Balance at January 1, 2022
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss)
Appropriations of 2021 earnings :
6(22)
Legal reserve
Special reserve
Changes in ownership interests in subsidiaries
6(21)(31)
Conversion of convertible bonds
6(20)(21)
Changes in equity of associates and joint ventures accounted for using
equity method
6(21)
Difference between consideration and carrying amount of subsidiaries
acquired or disposed
6(21)(31)
Disposal of subsidiaries
Changes in non-controlling interests
6(31)
Balance at December 31, 2022
Year ended December 31, 2022
Balance at January 1, 2023
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss)
Appropriations of 2022 earnings :
6(22)
Legal reserve
Special reserve
Cash dividends of ordinary share
Issue of shares
6(19)(20)(21)
Changes in ownership interests in subsidiaries
6(19)(21)(31)
Due to recognition of equity component of convertible bonds issued 6(16)(21)
Conversion of convertible bonds
6(20)(21)
Changes in equity of associates and joint ventures accounted for using
equity method
6(21)
Difference between consideration and carrying amount of subsidiaries
acquired or disposed
6(21)(31)
Changes in non-controlling interests
6(31)
Balance at December 31, 2023
Notes Equityattributable to o wners of theparent Non-controlling
interests
Total equity
Share capital -
common stock
Capital surplus RetainedEarnings Otherequityinterest Total
Legal reserve Special reserve Unappropriated
retained earnings

d
Financial statements
translation
ifferences of foreign
operations
Unrealised gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
$
2,109,305
-
-
-
-
-
-
42,416
-
-
-
-
$
2,151,721
$
2,151,721
-
-
-
-
-
-
100,000
-
-
95,037
-
-
-
$
2,346,758
$
393,596
-
-
-
-
-
8,311
35,950
(
4 )
1,710
-
-
$
439,563
$
439,563
-
-
-
-
-
-
415,407
72,630
33,711
84,347
12,420
32,110
-
$
1,090,188
$
28,827
-
-
-
23,534
-
-
-
-
-
-
-
$
52,361
$
52,361
-
-
-
48,625
-
-
-
-
-
-
-
-
-
$
100,986
$
269,545
-
-
-
-
21,225
-
-
-
-
-
-
$
290,770
$
290,770
-
-
-
-
89,120
-
-
-
-
-
-
-
-
$
379,890
$
235,339
476,470
9,780
486,250
(
23,534 )
(
21,225 )
-
-
-
-
-
-
$
676,830
$
676,830
332,140
(
49 )
332,091
(
48,625 )
(
89,120 )
(
107,792 )
-
-
-
-
-
-
-
$
763,384













($
286,465 )
-
(
13,447 )
(
13,447 )
-
-
-
-
-
-
(
76,855 )
-
($
376,767 )
($
376,767 )
-
(
65,662 )
(
65,662 )
-
-
-
-
-
-
-
-
-
-
($
442,429 )








($
4,305 )
-
1,182
1,182
-
-
-
-
-
-
-
-
($
3,123 )
($
3,123 )
-
18,000
18,000
-
-
-
-
-
-
-
-
-
-
$
14,877
$
2,745,842
476,470
(
2,485 )
473,985
-
-
8,311
78,366
(
4 )
1,710
(
76,855 )
-
$
3,231,355
$
3,231,355
332,140
(
47,711 )
284,429
-
-
(
107,792 )
515,407
72,630
33,711
179,384
12,420
32,110
-
$
4,253,654
$
1,776,966
246,583
(
26,754 )
219,829
-
-
(
7,848 )
-
-
(
1,710 )
-
129,948
$
2,117,185
$
2,117,185
294,587
(
50,129 )
244,458
-
-
-
-
623,298
-
-
201
20,490
(
11,211 )
$
2,994,421
$
4,522,808
723,053
(
29,239 )
693,814
-
-
463
78,366
(
4 )
-
(
76,855 )
129,948
$
5,348,540
$
5,348,540
626,727
(
97,840 )
528,887
-
-
(
107,792 )
515,407
695,928
33,711
179,384
12,621
52,600
(
11,211 )
$
7,248,075

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

20

FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation

Amortization

Expected credit gain (loss)
Net loss on financial assets or liabilities at fair value through
profit or loss

Interest expense

Interest income

Dividend income

Share-based payments

Gains on write-off of past due payable

Share of profit of associates and joint ventures accounted for
using equity method

Loss on disposal of property, plant and equipment

Gains on disposals of investments

Gain from lease modification

Amortization of government grant income related to assets
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss
Contract assets
Notes receivable
Accounts receivable
Accounts receivable due from related parties
Other receivables
Other receivables due from related parties
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Provisions
Advance receipts
Other current liabilities
Net defined benefit liabilities
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
Year ended December 31
Notes
2023
2022
$
780,869 $
764,492
6(28)
491,104
520,499
6(28)
12,531
9,770
(
13,980 )
23,678
6(26)
28
847
6(27)
42,358
36,228
6(24)
(
45,957 ) (
14,351 )
6(25)
(
1,194 ) (
1,050 )
6(19)
21,101
463
6(25)
(
4,464 ) (
16,577 )
6(8)
2,588 (
19,327 )
6(26)
2,723
3,612
6(26)
- (
76,812 )
6(10)(26)
(
1,880 )
-
(
4,873 ) (
8,991 )
(
87,492 )
14,928
1,392
283
16,911 (
7,245 )
4,914 (
418,197 )
(
22,452 )
12,247
7,655 (
1,482 )
(
4,127 )
17,857
256,247 (
298,978 )
35,511
15,645
278
482
28,781
68,512
- (
1,695 )
153,577 (
340,884 )
(
3,701 )
8,956
(
22,930 )
81,023
(
2,997 )
125,754
4,692 (
2,535 )
(
2,336 ) (
3,458 )
4,461 (
313 )
(
116 ) (
2,030 )
1,649,222
491,351
45,124
13,641
14,166
10,666
(
33,946 ) (
28,117 )
(
165,385 ) (
28,662 )
1,509,181
458,879

(Continued)

21

FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at amortised cost
Acquisition of investments accounted for using equity method

Proceeds from disposal of investments accounted for using equity
method

Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Decrease in finance lease receivable
Acquisition of intangible assets
Decrease (Increase) in refundable deposits
Increase in other non-current assets
Receipt of government grants related to assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings

Proceeds from issuing bonds

Decrease in long-term borrowings

Increase in long-term borrowings

Repayments of lease liabilities

Decrease in financing payables - related parties

(Decrease)increase in long-term notes and accounts payable due
from related parties

(Decrease)increase in guarantee deposits received

Cash dividends paid

Proceeds from issuing shares

Change in non-controlling interests

Net cash flows from financing activities
Effect of exchange rate changes
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
Notes
2023
2022
( $
5,062 ) ( $
7,641 )
10,307
-
6(8)
(
273,240 ) (
10,000 )
6(8)
46,515
736
6(32)
(
314,598 ) (
220,139 )
2,325
3,739
13,240
11,111
(
11,034 ) (
5,955 )
14,024 (
39,667 )
(
7,696 ) (
3,762 )
8,545
4,248
(
516,674 ) (
267,330 )
6(33)
(
153,863 )
90,644
6(33)
601,583
-
6(33)
(
162,903 ) (
28,014 )
6(33)
92,000
96,337
6(33)
(
235,862 ) (
232,381 )
6(33)
(
123,200 )
-
6(33)
(
642,231 ) (
5,184 )
6(33)
(
2 )
2,988
6(22)
(
107,729 )
-
6(20)
500,000
-
6(19)(31)
733,579
129,948
501,372
54,338
(
58,805 ) (
51,332 )
1,435,074
194,555
1,347,873
1,153,318
$
2,782,947 $
1,347,873

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

22

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of FIC Global, Inc.

Opinion

We have audited the accompanying parent company only balance sheets of FIC Global, Inc. (the “FICG”) as at December 31, 2023 and 2022, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of FICG as at December 31, 2023 and 2022, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 Parent Company Only Financial Statements section of our report. We are independent of FICG in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of the other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

23

Key audit matters

Key audits matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the parent company only financial statements for the year ended December 31, 2023 are stated as follows:

Valuation of investments accounted for using equity method

Refer to Note 4(10) for accounting policy on investments accounted for using equity method and Note 6(3) for details of investments accounted for using equity method.

As at December 31, 2023, the balance of FICG’s investments in its subsidiaries amounted to $3,696,312 thousand, constituting 75% of the total assets. As the balance of investments in subsidiaries is material to the financial statements, we considered the valuation of investments accounted for using equity method a key audit matter. Accordingly, we determined that the key audit matters of FICG’s investments accounted for using equity method - existence of sales revenue and evaluation of inventories, are also applicable as key areas of focus for this year’s audit of FICG.

Investments accounted for using equity method - existence of sales revenue

Description

Refer to Note 4(34) of the consolidated financial statements for accounting policies on revenue recognition, and Note 6(23) of the consolidated financial statements for details of operating revenue.

24

FICG’s subsidiaries are primarily engaged in the research and development, production and sales of automotive electronics, surveillance products and industrial computers, electronic contract manufacturing of computers and server products. Since product orders are affected by project cycles and the subsidiaries will have to focus on accepting orders of new projects, which has a significant impact on the financial statements. Thus, the existence of FICG’s subsidiaries’ sales revenue has been identified as one of the key audit matters.

How our audit addressed the matter

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

  1. Obtained an understanding of, and assessed FICG’s subsidiaries’ internal controls over sales transactions.

  2. Selected samples of sales transactions from the sales customers and verified against related vouchers to ascertain existence of sales revenue.

Investments accounted for using equity method - evaluation of inventories

Description

Refer to Note 4(14) of the consolidated financial statements for the accounting policies on the evaluation of inventories, Note 5(2) of the consolidated financial statements for the uncertainty of accounting estimates and assumptions for evaluation of inventories, and Note 6(6) of the consolidated financial statements for the details of inventory.

Due to the rapid technological innovations and competition within the industry, frequent releases of new products result in potential price fluctuations and product marginalization in the market. Additionally, it also affects the estimation of net realizable values of inventories. In response to changing markets and its development strategies, FICG’s subsidiaries adjust their inventory levels. As a result, the related inventory levels for the product line as mentioned above are significant. Inventories are stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s

25

judgement and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Assessed the policy on allowance for inventory valuation loss based on our understanding of the operations and industry of FICG’s subsidiaries.

  2. Inspected the management’s individually identified out-of-date inventory list and checked the related supporting documents.

  3. Tested the basis of market value used in calculating the net realizable values of inventory and validated the accuracy of net realizable value calculation of selected samples.

Other matter – reference to the audits of other auditors

We did not audit the financial statements of certain investments accounted for using the equity method. The balance of these investments accounted for using the equity method amounted to NT$703,192 thousand and NT$387,223 thousand, constituting 14% and 11% of total assets as of December 31, 2023 and 2022, respectively, and the share of profit of associates accounted for using the equity method amounted to NT$33,370 thousand and NT$49,732 thousand, constituting 12% and 10% of total comprehensive income for the years then ended, respectively. The financial statements of these investees were audited by other independent auditors whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the financial statements relative to these investees is based solely on the audit reports of the other independent auditors.

26

Responsibilities of management and those charged with governance for the parent company only financial statements

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

In preparing the parent company only financial statements, management is responsible for assessing FICG’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 FICG 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 FICG’s financial reporting process.

Auditors’ responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 parent company only financial statements.

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

27

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of FICG’s internal control.

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

  4. 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 FICG’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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause FICG to cease to continue as a going concern.

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

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

28

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period 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.

LIN, PO-CHUAN[Chang, Shu-Chiung ]

For and on Behalf of PricewaterhouseCoopers, Taiwan March 28, 2024

------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

29

FIC GLOBAL, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Assets Notes
6(1)
6(2)
7
7
6(3) and 7
December 31, 2023
AMOUNT
%
$
52,660
1
-
-
515
-
22
-
850,306
17
1,076
-
904,579
18
3,994,471
82
18
-
1,278
-
3,995,767
82
$
4,900,346
100
December 31, 2022 December 31, 2022
AMOUNT
$
52,660
-
515
22
850,306
1,076
904,579
3,994,471
18
1,278
3,995,767
$
4,900,346
AMOUNT
$
237,909
1,129
515
138
-
641
240,332
3,356,897
24
1,944
3,358,865
$
3,599,197
%
Current assets
1100
Cash and cash equivalents
1110
Current financial assets at fair value
through profit or loss
1180
Accounts receivable due from related
parties, net
1200
Other receivables
1210
Other receivables due from related
parties
1470
Other current assets
11XX
Total current assets
Non-current assets
1550
Investments accounted for using
equity method
1600
Property, plant and equipment
1780
Intangible assets
15XX
Total non-current assets
1XXX
Total assets
7
-
-
-
-
-
7
93
-
-
93
100

(Continued)

30

FIC GLOBAL, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Liabilities and Equity December 31, 2023
December 31, 2022
Notes
AMOUNT
%
AMOUNT
%
6(2)
$
5,039
- $
-
-
6(4)
25,076
-
24,350
1
7
-
-
123,200
3
12,036
-
9,529
-
6(5)
33,884
1
210,726
6
46
-
37
-
76,081
1
367,842
10
6(5)
570,611
12
-
-
570,611
12
-
-
646,692
13
367,842
10
6(8)
2,346,758
48
2,151,721
60
6(9)
1,090,188
23
439,563
12
6(10)
100,986
2
52,361
1
379,890
8
290,770
8
763,384
15
676,830
19
(
427,552) (
9 ) (
379,890) (
10)
4,253,654
87
3,231,355
90
11
$
4,900,346
100 $
3,599,197
100
Current liabilities
2120
Current financial liabilities at fair
value through profit or loss
2200
Other payables
2220
Other payables to related parties
2230
Current tax liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities, others
21XX
Total current liabilities
Non-current liabilities
2530
Bonds payable
25XX
Total non-current liabilities
2XXX
Total liabilties
Equity
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

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

31

FIC GLOBAL, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except for earning per share amount)

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(11) and 7
$
363,195
100
$
503,080
100
6(15) and 7
(
17,949 ) (
5) (
19,346) (
4)
345,246
95
483,734
96
6(12) and 7
10,620
3
3,001
1
5,626
2
400
-
6(13)
(
5,381 ) (
2)
3,440
1
6(14) and 7
(
11,936 ) (
3) (
4,576) (
1)
(
1,071 )
-
2,265
1
344,175
95
485,999
97
6(16)
(
12,035 ) (
4) (
9,529) (
2)
$
332,140
91
$
476,470
95
$
17,951
5
$
10,962
2
17,951
5
10,962
2
(
72,651 ) (
20) (
14,168) (
3)
6,989
2
721
-
(
65,662 ) (
18) (
13,447) (
3)
( $
47,711 ) (
13) ($
2,485) (
1)
$
284,429
78
$
473,985
94
6(17)
$
1.49
$
2.23
$
1.42
$
2.10
4000
Operating revenue
Operating expenses
6200
General and administrative
expenses
6900
Net operating income
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income Tax expense
8200
Profit for the year
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or loss
8330
Share of other comprehensive
income of associates and joint
ventures accounted for using
equity method, components of
other comprehensive income
that will not be reclassified to
profit or loss
8310
Other comprehensive income
that will not be reclassified to
profit or loss
Components of other
comprehensive income that will
be reclassified to profit or loss
8361
Exchange differences on
translation of foreign operations
8380
Share of other comprehensive
income of associates and joint
ventures accounted for using
equity method, components of
other comprehensive income
that will be reclassified to profit
or loss
8360
Other comprehensive loss that
will be reclassified to profit or
loss
8300
Other comprehensive loss
8500
Total comprehensive income
Earnings per share (in dollars)
9750
Basic earnings per share
9850
Diluted earnings per share

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

32

FIC GLOBAL, INC. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Year ended December 31, 2022
Balance, January 1, 2022
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss)
Appropriations of 2021 earnings:
Legal reserve
Special reserve
Changes in ownership interests in subsidiaries
Conversion of convertible bonds
Difference between consideration and carrying amount of
subsidiaries acquired or disposed
Changes in equity of associates and joint ventures accounted
for using equity method
Disposal of subsidiaries
Balance, December 31, 2022
Year ended December 31, 2023
Balance, January 1, 2023
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income
Appropriations of 2022 earnings:
Legal reserve
Special reserve
Cash dividends of ordinary share
Issue of shares
Changes in ownership interests in subsidiaries
Due to recognition of equity component of convertible
bonds issued
Conversion of convertible bonds
Changes in equity of associates and joint ventures accounted
for using equity method
Difference between consideration and carrying amount of
subsidiaries acquired or disposed
Balance, December 31, 2023
Notes Ordinary share Capitalsurplus RetainedEarnings Otherequityinterest Otherequityinterest Otherequityinterest Totalequity
Legal reserve Special reserve Unappropriated retained
earnings (accumulated
deficit)
Exchange differences on
translation of foreign
financialstatements
Unrealised gains (losses)
from financial assets
measured at fair value
through other
comprehensiveincome
6(10)
6(9)
6(8)(9)
6(3)

6(9)
6(10)
6(7)(8)(9)
6(9)
6(9)
6(8)(9)

6(9)
6(3)(9)
$
2,109,305
-
-
-
-
-
-
42,416
-
-
-
$
2,151,721
$
2,151,721
-
-
-
-
-
-
100,000
-
-
95,037
-
-
$
2,346,758
$
393,596
-
-
-
-
-
8,311
35,950
1,710
(
4 )
-
$
439,563
$
439,563
-
-
-
-
-
-
415,407
72,630
33,711
84,347
12,420
32,110
$
1,090,188
$
28,827
-
-
-
23,534
-
-
-
-
-
-
$
52,361
$
52,361
-
-
-
48,625
-
-
-
-
-
-
-
-
$
100,986
$
269,545
-
-
-
-
21,225
-
-
-
-
-
$
290,770
$
290,770
-
-
-
-
89,120
-
-
-
-
-
-
-
$
379,890
$
235,339
476,470
9,780
486,250
(
23,534 )
(
21,225 )
-
-
-
-
-
$
676,830
$
676,830
332,140
(
49 )
332,091
(
48,625 )
(
89,120 )
(
107,792 )
-
-
-
-
-
-
$
763,384
($
286,465 )
-
(
13,447 )
(
13,447 )
-
-
-
-
-
-
(
76,855 )
($
376,767 )
($
376,767 )
-
(
65,662 )
(
65,662 )
-
-
-
-
-
-
-
-
-
($
442,429 )
($
4,305 )
-
1,182
1,182
-
-
-
-
-
-
-
($
3,123 )
($
3,123 )
-
18,000
18,000
-
-
-
-
-
-
-
-
-
$
14,877
$
2,745,842
476,470
(
2,485 )
473,985
-
-
8,311
78,366
1,710
(
4 )
(
76,855 )
$
3,231,355
$
3,231,355
332,140
(
47,711 )
284,429
-
-
(
107,792 )
515,407
72,630
33,711
179,384
12,420
32,110
$
4,253,654

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

33

FIC GLOBAL, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation

Amortization

Net loss on financial assets or liabilities at fair value through
profit or loss

Interest expense

Interest income

Share-based payments

Share of profit of subsidiaries and associates accounted for
using equity method

Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable - related parties
Other receivables
Other receivables due frome related parties
Other current assets
Changes in operating liabilities
Other payables
Other payables - related parties
Other current liabilities, others
Cash (outflow) inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in financing receivable from related parties
Acquisition of investments accounted for using equity method

Proceeds from disposal of investments accounted for using equity
method

Acquisition of property and equipment
Acquisition of intangible assets
Net cash flows (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuing bonds

Decrease in financing payable to related parties

Decrease in long-term notes and accounts payable to related
parties

Cash dividends paid

Proceeds from issuing shares

Net cash flows from (used in) financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
Notes
2023
2022
$
344,175 $
485,999
6(15)
6
2
6(15)
666
56
6(2)(13)
1,957
95
6(14)
11,936
4,576
6(12)
(
10,620 ) (
3,001 )
6(7)
264
-
6(3)(11)
(
341,819 ) (
483,113 )
-
10
(
16 )
-
(
306 )
-
- (
8 )
481
5,645
(
13,980 ) (
7,074 )
9
17
(
7,247 )
3,204
10,752
2,864
23,457
3,377
(
2,199 ) (
555 )
(
9,963 ) (
180 )
14,800
8,710
(
850,000 )
226,570
6(3)
(
273,240 ) (
74,228 )
6(3) and 7
52,600
4,176
- (
26 )
- (
600 )
(
1,070,640 )
155,892
6(19)
601,583
-
6(19)
(
123,200 ) (
16,800 )
6(19)
- (
51,000 )
6(10)
(
107,792 )
-
6(8)
500,000
-
870,591 (
67,800 )
(
185,249 )
96,802
237,909
141,107
$
52,660 $
237,909

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

34

【Attachment 4】

FIC Global, Inc.

Surplus Allocation Statement of 2023

Unit: NT$ Beginning undistributed profit
431,294,199
Recognition of premeasured amount of defined benefit
plan in retained earnings
(49,182)
Undistributed profit after adjustment
431,245,017
Net profit after tax for the year
332,139,328
Less:10% of the statutory surplus reserve
(33,209,015)
Less: Lawfully set aside special surplus reserve
(47,662,066)
Surplus available for distribution
682,513,264
Assign items:
Shareholder dividend-cash(NT0.7 per share)
(164,299,949)
Undistributed surplus at the end of the period
518,213,315
Chairman:
CHIEN LEO MING TZ
Manager:
CHIEN LEO MING TZ
Accounting Manager:
LI, YU-HUA
Unit: NT$ Unit: NT$
Beginning undistributed profit 431,294,199
Recognition of premeasured amount of defined benefit
plan in retained earnings

(49,182)
Undistributed profit after adjustment 431,245,017
Net profit after tax for the year 332,139,328
Less:10% of the statutory surplus reserve (33,209,015)
Less: Lawfully set aside special surplus reserve (47,662,066)
Surplus available for distribution 682,513,264
Assign items:
Shareholder dividend-cash(NT0.7 per share) (164,299,949)
Undistributed surplus at the end of the period 518,213,315
Accounting Manager:
LI, YU-HUA

35

【Attachment 5】

FIC Global, Inc.

Comparison table of the revised provisions of “Articles of Incorporation”

Content of Article before
Amendment
Content of Article after
Amendment
Articles 6-1 The Company acquires treasury
shares, issues employee stock
warrants, issues new shares for
cash capital increase, and issues
new shares with restricted
employee rights in accordance with
the law, including employees of
controlled or subordinate
companies who meet certain
conditions.
It is increased
according to the
actual operation of
the company
Articles 16 The Company has 5 to 11
directors, elected by
shareholders’ meeting from a list
of director candidates under the
candidate nomination system.
The same person may be re-
elected upon expiry of the term.
The qualification, nomination
manner and other compliance
matters shall be as prescribed by
the competent authority.
Among the number of directors
under the previous paragraph,
there shall be at least 3
independent directors and the
number of independent directors
The Company has 5 to 11
directors, elected by
shareholders’ meeting from a list
of director candidates under the
candidate nomination system.
The same person may be re-
elected upon expiry of the term.
The qualification, nomination
manner and other compliance
matters shall be as prescribed by
the competent authority.
Among the number of directors
under the previous paragraph,
there shall be at least 2
independent directors and the
number of independent directors
shall represent at least 1/5 of all
board seats.
Cooperate with the
amendment of
current laws and
regulations.

shall represent at least 1/3 of all
board seats.
Articles 16-1 Directors are elected under the
candidate nomination system.
Nomination shall be in
accordance with Article 192-1 of
the Company Act. Independent
directors and non-independent
directors shall be elected at the
same time and the number of
elected directors shall be
calculated separately.
~~The Coman has 3 indeendent~~ Cooperate with the
amendment of
current laws and
regulations.
~~py p~~
~~directors among the number of~~
~~directors under the previous~~
~~article.~~Directors are elected
under the candidate nomination
system. Nomination shall be in
accordance with Article 192-1 of
the Company Act. Independent
directors and non-independent
directors shall be elected at the
same time and the number of
elected directors shall be
calculated separately.

36

Articles 27 These Articles of Incorporation
were established on 25 June
2004.
The first amendment was made
on 22 June 2005.
The second amendment was
made on 15 June 2006.
The third amendment was made
on 13 June 2007.
The fourth amendment was made
on 15 June 2010.
The fifth amendment was made
on 18 June 2012.
The sixth amendment was made
on 19 June 2013.
The seventh amendment was
made on 28 June 2016.
The eighth amendment was made
on 9 June 2020.
The ninth amendment was made
on 23 June 2022.
The tenth amendment was made


These Articles of Incorporation
were established on 25 June
2004.
The first amendment was made
on 22 June 2005.
The second amendment was
made on 15 June 2006.
The third amendment was made
on 13 June 2007.
The fourth amendment was made
on 15 June 2010.
The fifth amendment was made
on 18 June 2012.
The sixth amendment was made
on 19 June 2013.
The seventh amendment was
made on 28 June 2016.
The eighth amendment was made
on 9 June 2020.
The ninth amendment was made
on 23 June 2022.

on 6 June 2024.

37

【Attachment 6】

FIC Global, Inc.

Comparison table of the revised provisions of “Procedures for Lending and Handling of Funds”

Content of Article before Amendment Content of Article after Amendment Articles 4 2. Interest calculation method: 2. Interest calculation method: Cooperate with The interest rate of the capital loan The New Taiwan dollar shall not be the revision of shall be determined with reference lower than the one-year deposit practical to the interest rate of the Company's flexible interest rate of Bank First on operations deposits and loans in financial the first day of the month, and the institutions, and shall be resolved by foreign currency shall not be lower the Board of Directors, and the above than the six-month London Interbank interest shall be calculated once a Offered Rate (LIBOR) on the same month. However, subsidiaries with day. However, subsidiaries with 100% 100% shareholding of the Company shareholding of the Company are not are not subject to this restriction, and subject to this restriction, and their their interest calculation method interest calculation method shall be shall be determined by the Board of determined by the Board of Directors. Directors.

38

Appendix 1

FIC Global, Inc. Articles of Incorporation

Chapter 1 General

  • Article 1. The Company is organized in accordance with Business Merger and Acquisition Act, Company Act and applicable legislations and is named FIC Global, Inc.

  • Article 2. The Company operates the following businesses:

  • H201010 Investment

  • 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 loans, endorsements and guarantees as required for its business or subsidiary and the board of directors is authorized to establish relevant rules.

  • Article 4. The Company has its headquarters in Taipei City and may set up domestic or overseas branches or representative offices as required through board resolutions.

  • Article 5. The Company makes public announcements in accordance with Article 28 of the Company Act.

Chapter 2 Shares

  • Article 6. The Company’s total capital is NT$25,000,000,000, divided into 2,500,000,000 shares, which may be issued through multiple issuances. The face value is NT$10 per share. The board of directors is authorized to issue the shares based on actual requirements. Among the total number of shares under the previous paragraph, 1,000,000,000 shares are reserved for subscription against warrants, special shares with warrants or corporate bonds with warrants issued by the Company.

  • Article 7. Deleted.

  • Article 7-1 Deleted.

  • Article 7-2 Deleted.

  • Article 8. Deleted

  • Article 9. The Company does not need to print share certificates for shares it issues, provided that shares issued in accordance with this paragraph shall be registered with the Taiwan Depository and Clearing Corporation.

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  • Article 10. All shares of the Company are registered shares and are issued after affixation of directors’ signatures or seals on the Company’s behalf and certification in accordance with the law.

  • Article 11. Registration of share transfer in the shareholders register is suspended during a period of 60 days before any general shareholders’ meeting, 30 days before any extraordinary shareholders’ meeting and 5 days before the record date for distribution of dividend or bonus decided by the Company. The period starts from the meeting date or record date.

Chapter 3 Shareholders’ Meeting

  • Article 12. Shareholders’ meetings are divided into general shareholders’ meetings and extraordinary shareholders’ meetings. General meetings are held once a year in accordance with the law within 6 months from the end of each accounting year. Extraordinary meetings are held as required in accordance with the law.

  • With the consent of the counterparties, shareholders’ meeting notice may be given in electronic manners. For any shareholder holding less than 1,000 registered shares, shareholders’ meeting notice may be given in the form of public announcement. The Company may hold shareholders’ meetings through video conference or in other manners published by the central competent authority. The conditions for holding meetings through video conference, the procedures thereof and other compliance matters shall be in accordance with the regulations further established by the securities competent authority.

  • Article 13. For each shareholders’ meeting, shareholders may issue proxies printed by the Company, specifying the scope of authorization, to designate a representative to attend the shareholders’ meeting on the shareholders’ behalf.

  • Article 14. Unless otherwise provided by law, each shareholder of the Company is entitled to one vote per share.

  • Article 15. When the Company holds a shareholders’ meeting and uses an electronic manner as one of the voting manners, shareholders exercising voting rights in electronic manners are deemed to have attended the meeting in person. Matters related to such exercise shall be governed by current legislations.

  • Unless otherwise provided by Company Act, resolutions of shareholders’ meetings shall be approved by shareholders representing the majority of voting rights of attending shareholders in a meeting that is attended by shareholders representing the majority of all outstanding shares.

Resolutions of shareholders’ meetings shall be recorded in minutes.

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The minutes under the previous paragraph shall be prepared and distributed in accordance with Article 183 of the Company Act.

Chapter 4 Directors and Supervisors

  • Article 16. The Company has 5 to 11 directors, elected by shareholders’ meeting from a list of director candidates under the candidate nomination system. The same person may be re-elected upon expiry of the term. The qualification, nomination manner and other compliance matters shall be as prescribed by the competent authority.

  • Among the number of directors under the previous paragraph, there shall be at least 2 independent directors and the number of independent directors shall represent at least 1/5 of all board seats.

  • Article 16-1 The Company has 3 independent directors among the number of directors under the previous article. Directors are elected under the candidate nomination system. Nomination shall be in accordance with Article 192-1 of the Company Act. Independent directors and non-independent directors shall be elected at the same time and the number of elected directors shall be calculated separately.

  • Article 16-2 The Company has an audit committee in accordance with Article 14-4 of the Securities and Exchange Act, composed of all independent directors. The audit committee or members thereof is responsible for performing the duties of supervisors in accordance with the Company Act, Securities and Exchange Act and other legislations. Supervisors shall be cancelled on the date on which the audit committee is established.

  • Article 17. The board of directors is composed of directors. One chairman shall be elected by directors from among themselves through approval by the majority of directors attending a meeting that is attended by 2/3 or more directors. Board meeting notice may be given in writing, by email or fax. Directors shall attend board meetings in person, provided that they may also be represented by other directors. When a director asks another director to attend a board meeting on his/her behalf, he/she shall issue a proxy on each occasion, specifying the scope of authorization for the agenda. Any director participating in a meeting through video conference shall be deemed to have attended the meeting in person.

  • Article 18. Deleted.

  • Article 19. When the chairman is on leave or cannot perform his/her duties for any reason, the representation shall be in accordance with Article 208 of the Company Act.

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  • Article 20. Other than directors’ remuneration under Article 24 of these Articles of Association, the board of directors is authorized to determine the remuneration for directors of the Company up to a total of NT$20,000,000 per year, regardless of whether the Company is profit-making or loss-making. Directors of the Company are paid an attendance fee of NT$2,5000 per person per meeting, or NT$5,000 for independent directors.

  • Article 21. Directors of the Company may also serve as directors or supervisors of subsidiaries.

Chapter 5 Managers

  • Article 22. The Company has multiple managers and may have technical, legal, accounting and financial experts as advisors as required for its business. The hiring, dismissal and remuneration of such persons shall be in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

  • Article 23. The Company’s accounting year is from 1 January to 31 December of each year. At the end of each accounting year, the board of directors shall prepare business report, financial statements, profit distribution or loss compensation proposal, etc. and submit them to the general shareholders’ meeting for approval.

  • Article 24. If the Company has profit in a year, 2% to 10% shall be provisioned as employee remuneration, to be distributed in stock or in cash through board resolution. The target of issuance may include employees of subsidiaries meeting certain conditions. Among the above amount of profit, the board may pass a resolution to provision up to 1.5% as director remuneration. Employee remuneration and director remuneration distribution proposals shall be reported to the shareholders’ meeting.

However, if the Company still has accumulated losses, the amount of compensation shall first be provisioned before employee remuneration and director remuneration are provisioned in the ratios under the previous paragraph.

  • Article 24-1 If the Company has profit in yearly closing, taxes shall first be paid and accumulated losses shall be compensated. Then 10% legal reserve shall be provisioned, unless the amount of legal reserve has reached the paid-in capital of the Company. The rest may be used to provision for or recycle special reserve in accordance with the law. The balance amount, if any, shall be subject to profit distribution proposal to be prepared by the board of directors together with accumulated non-distributed profit and submitted to the shareholders’ meeting for resolution to distribute shareholder

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dividend and bonus. In consideration of its funding requirements and in order to reinforce its financial structure, as well as to duly satisfy shareholders’ cash flow requirements, the Company’s dividend policy may be issued in cash or in stock. Cash stock shall be at least 1% of the total amount of dividend distributed.

  • Article 25. The organizational charters and bylaws of the Company and the board of directors shall be further established by the board of directors.

Chapter 7 Miscellaneous

  • Article 26. Any matter that is not stipulated in these Articles of Association shall be governed by the Business Merger and Acquisition Act, Company Act and applicable legislations.

  • Article 27. These Articles of Incorporation were established on 25 June 2004.

  • The first amendment was made on 22 June 2005.

  • The second amendment was made on 15 June 2006.

  • The third amendment was made on 13 June 2007. The fourth amendment was made on 15 June 2010. The fifth amendment was made on 18 June 2012.

  • The sixth amendment was made on 19 June 2013. The seventh amendment was made on 28 June 2016. The eighth amendment was made on 9 June 2020. The ninth amendment was made on 23 June 2022.

FIC Global, Inc.

Chairman: CHIEN LEO MING TZ

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Appendix 2

FIG Global Inc.

Rules of Procedure for Shareholders Meetings

Established on 25 June 2004 Articles 8 and 14 amended on 15 June 2006 Article 20 amended on 18 June 2012

  1. The rules of procedures for the Company's shareholders meetings shall be as provided in these Rules.

  2. “Shareholders” referred to in these Rules mean shareholders listed in the shareholders register and proxy holders.

  3. Shareholders (or proxy holders) shall sign on the “attendance book” or hand in “sign-in cards” and the numbers of shares represented shall be calculated accordingly.

  4. The chair shall call the meeting to order when shareholders representing the majority of the total number of issued shares are in attendance. If the attending shareholders do not represent the statutory quorum after the appointed meeting time, the chair may announce a postponement. If the quorum is not met after two postponements (20 minutes for the first postponement and 10 minutes for the second postponement) and the attending shareholders still represent less than one third of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175 of the Company Act with the consent of shareholders representing the majority of voting rights in attendance. If the total number of shares represented by attending shareholders meets the statutory quorum at the time of the above tentative resolution, the chair may officially call the meeting to order at any time and ask the meeting to ratify the tentative resolution already passed.

  5. (1) The agenda of shareholders meeting shall be set by the board of directors. After shareholders complete attendance registration, the chair shall distribute the agenda to attending shareholders or proxy holders. The meeting shall proceed in the order set by the agenda, provided that it may be changed with a resolution of the shareholders meeting.

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

  7. (3) The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. After the meeting convened in accordance with the Rules of Procedure is adjourned, no shareholder shall not elect another chair and continue the meeting either at the same location or at a different location.

  8. Before speaking, an attending shareholder must specify on a speaker's slip the shareholders’ name, number of attendance card and subject of the speech. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

  9. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a government or 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.

  10. Deleted.

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

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  1. No discussion or voting shall take place on any matter outside the agenda. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

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

  3. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting shall be announced on-site at the meeting and a record made of the vote.

  4. Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, if there is no objection voiced after the chair’s enquiry, the proposal shall be deemed approved with the same effect as voting. 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 shall not be calculated as part of the voting rights represented by attending shareholders.

  5. Deleted.

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

  7. 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.

  8. When a meeting is in progress, the chair may announce a break based on time considerations.

  9. In case of air strike exercise during the proceeding of a meeting, the meeting shall be suspended and participants shall evacuate. The meeting shall continue one hour after the alarm is lifted.

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

  11. Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and results. The minutes shall be kept together with the attendance book or sign-in cards of attending shareholders and proxies.

  12. When a shareholders meeting cannot be held at the notified time and date for any reason or if the agenda cannot continue during the meeting, the chair is authorized to defer or resume the meeting within five days in accordance with Article 182 of the Company Act. Article 172 of the Company Act about the procedure for convene a meeting is not applicable to the above deferred or resumed meeting.

  13. Anything that is not stipulated in these Rules shall be governed by the Company Act, the Articles of Association of the Company and other applicable laws.

  14. These Rules were established on 25 June 2004 and implemented after approval by the founders meeting shareholders meeting of the Company. The same shall be applicable to any amendment hereto.

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Appendix 3

FIC GLOBAL, INC. Procedures for Lending and Handling Funds

Established on 22 June 2005 Articles 2 4 and 7 amended on 13 June 2007 Articles 3 4 and 7 amended on 19 June 2008 Articles 10 and 13 amended on 19 June 2009 Articles 5 and 14 amended on 15 June 2010

  • Article 1 The Company's handling of capital loans shall be handled in accordance with the provisions of this Procedure .Any other matters not set forth in the Procedures shall be dealt with in accordance with the applicable laws, rules, and regulations.

  • Article 2 Entities to which the company may loan funds:

  • Those who need to lend funds for short-term financing funds shall be limited to the following circumstances.

  • The Company's subsidiaries need to repay bank loans, purchase equipment or business turnover.

  • The investee company or the related persons of the Company evaluated by the equity method for repayment of bank loans, purchase of equipment or business turnover needs.

  • The Company's subsidiaries are required to reinvest and the reinvestment business is related to the business of the Company and is beneficial to the future business development of the Company.

The above-mentioned subsidiaries and related parties shall be identified in accordance with the provisions of the Standards for the Preparation of Financial Reports of Securities Issuers.

  • Article 3 Fund loan and limit:

  • The accumulated total of loans granted shall not exceed 40% of the net worth of the Company.

  • The aggregate amount of loans and the maximum amount permitted to a single borrower: If there is a need for short-term financing, the amount of individual loans shall not exceed 30% of the net value of the Company's latest audited or audited financial statements.

  • Article 4 Duration of loans and calculation of interest:

  • The term of each loan extended by the Company shall not exceed one year.

  • Interest calculation method:

    • The New Taiwan dollar shall not be lower than the one-year deposit flexible interest rate of Bank First on the first day of the month, and the foreign currency shall not be lower than the six-month London Interbank Offered Rate (LIBOR) on the same day. However, subsidiaries with 100% shareholding of the Company are not subject to this restriction, and their interest calculation method shall be determined by the Board of Directors.
  • Article 5 The Company may lend funds to the review process:

  • Application:

    • When applying for a capital loan, the borrower shall issue an application letter detailing the amount, term and purpose of the loan, so as to facilitate the assessment of its necessity and reasonableness.
  • Appraisal Procedure:

    • The borrower shall provide basic information and financial information for the responsible unit to evaluate the impact on the company's operational risks, financial status and shareholders' rights and interests in conjunction with the finance department, and determine whether the collateral and the value of the collateral should be obtained.
  • Approval:

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The above-mentioned fund loan and evaluation report, together with the loan conditions proposed by the responsible unit, shall be submitted for verification in accordance with the rights and responsibilities, and submitted to the board of directors for approval before it can be handled; If the Company has appointed independent directors who lend funds to others, they shall fully consider the opinions of each independent director and include in the Board records the clear opinions of their agreement or disagreement and the reasons for their objections. The Company's capital loans to subsidiaries may be authorized by the Chairman of the Board of Directors to allocate or revolve the loans to the same loan object within a period of not more than one year and within a period of not more than one year, provided that the authorized amount for a single enterprise shall not exceed 10% of the Company's latest net financial statements.

Article 6 The Company may lend and lend the following procedures for the funds:

  1. Creation of collateral rights:

  2. (1) If the borrower provides collateral, it shall go through the procedures for the creation of pledge or mortgage rights to ensure the Company's creditor's rights.

  3. (2) Except for land and securities, the collateral shall be insured with fire insurance, and if it is a vehicle, it shall be insured with full insurance, and the insurance amount shall not be less than 1.1 times of the collateral value, and the insurance policy shall be marked with the company as the beneficiary.

  4. Appropriation:

  5. (1) The personnel handling the loan and loan cases shall fill in the loan contract and go through the formalities of signing and guaranteeing the loan in accordance with the approved conditions.

  6. (2) The borrower can only make the appropriation after signing the deed and promissory note, and completing the mortgage creation, insurance and other formalities.

Article 7 Follow-up control measures and procedures for handling overdue creditor's rights of the Company for the amount of loans and loans:

  1. Maintenance of creditor's rights:

    • (1) After each loan and fund is disbursed, the responsible entity shall always pay attention to the changes in the financial, business and related credit status of the borrower and its guarantor, as well as the changes in the value of the collateral.

    • (2) When the borrower repays the loan in advance when the loan is due or before the maturity, the borrower shall repay the principal before canceling the promissory note IOU, returning the guaranteed bill to the borrower, or handling the mortgage cancellation work.

    • (3) When the borrower applies for cancellation of the mortgage, it shall first ascertain whether the principal of the loan has been fully repaid before agreeing to apply for the cancellation of the mortgage.

  2. Procedures for Handling Overdue Creditor's Rights: If the borrower fails to repay within the time limit, the Company may dispose of and claim compensation for the collateral or joint guarantors provided by the borrower in accordance with the law.

  3. Article 8 Announcement and declaration procedures of the Company:

  4. In accordance with the provisions of Articles 21 and 22 of the Standards for the Treatment of Capital Loans and Endorsement Guarantees of Public Companies, enter the information declaration website designated by the Securities and Futures Bureau of the Financial Supervision and Administration Commission of the Executive Yuan, and evaluate the circumstances of the capital loan and make adequate provision for bad debts, and properly disclose the relevant information in the financial report, and provide relevant information to the certified public accountant for verification.

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  • Article 9 When handling the above-mentioned fund loan matters, each unit of the Company shall submit the fund loan matters, the loan object, the amount, the period, the interest calculation method, the date of approval by the board of directors, and the review documents specified in Article 5 of these procedures to the Finance Department for future reference.

  • Article 10 If the Company does not meet the requirements of the loan object or the balance exceeds the limit due to changes in the business environment and conditions, it shall formulate an improvement plan, send the relevant improvement plan to the Audit Committee, and complete the improvement according to the planned schedule.

  • Article 11 The internal auditors shall audit the loan and execution of funds in accordance with these procedures on a quarterly basis, and make written records, and notify the Audit Committee in writing if any major violations are found.

  • Article 12 Penalties: When the manager and the organizer violate this procedure, they shall be dealt with according to the company's personnel management rules.

  • Article 13 The subsidiary of the Company shall formulate the operating procedures for the loan of funds in accordance with the regulations, and send them to the board of directors for approval in accordance with the regulations, and submit them to the shareholders' meeting for approval before implementation, and handle them in accordance with the prescribed operating procedures.

  • Article 14 This procedure shall be approved by the Audit Committee and the Board of Directors, and shall be submitted to the shareholders' meeting for approval.

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Appendix 4

FIC Global Inc. Director Shareholding Status

  1. Type and total number of outstanding shares: Total 234,714,213 ordinary shares.

  2. Statutory minimum number of shares held by all directors: 12,000,000 shares.

  3. Shareholding status is as follows:

Transfer Suspension Date: 8 April 2024 Transfer Suspension Date: 8 April 2024 Transfer Suspension Date: 8 April 2024 Transfer Suspension Date: 8 April 2024
Title Name or Corporation Name No. of shares held at the time of
election
No. of shares held on transfer
suspension date
No. of shares Percentage (%) No. of Ordinary
Shares
Percentage (%)
Chairman Chia Chao Investment Inc.
Chairman: CHIEN LEO MING TZ
45,723,836 21.17 45,723,836 19.48
Director Chia Chao Investment Inc.
Chairman: CHIEN, MING-JEH
45,723,836 21.17 45,723,836 19.48
Director WYC God-loving Foundation for
Charity
Chairman: WU, SHUN-I
35,292,065 16.34 35,292,065 15.04
Director WYC God-loving Foundation for
Charity.
Chairman: LEE, KAI-TIEN
35,292,065 16.34 35,292,065 15.04
Independent
Director
KAO, TIEN-CHING 0 0
0

0
Independent
Director
CHEN, MIN-PEN 0 0
0

0
Independent
Director
WANG, CHENG-WEI 0 0
0

0
Independent
Director
TUNG, SHENG-FENG 0 0
0

0
Total 81,015,901 37.51 81,015,901 34.52

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Appendix 5

Other Notes

Notes about agenda proposal and nomination handling instructions by shareholders for 2024 general shareholders’ meeting:

  1. In accordance with Article 172-1 of the Company Act, Shareholders holding more than 1% of the total issued shares of the Company may submit a proposal to the Company in writing for an ordinary general meeting.

  2. Proposal: Each shareholder shall make no more than one proposal and each proposal shall not exceed 300 words. Otherwise the proposal shall not be included in the agenda.

  3. The Company makes announcements on the MOPS and accepts shareholders’ proposal and nomination for this general shareholders’ meeting from 29 March 2024 to 8 April 2024 (based on delivery time if sent by registered mail).

  4. The Company did not receive any shareholder proposal and nomination.

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