Stock Code: 2423

GOOD WILL INSTRUMENT CO., LTD.

The 2023 Annual Meeting of Shareholders

Meeting Handbook

Date: May 29, 2023 Venue: No. 7-1, Zhongxing Rd., Tucheng Dist., New Taipei City, Taiwan (The Company' s office)

	Table of Contents	Table of Contents
I.	Meeting Procedure		1
II.	Meeting Agenda		2
	Management Presentation		3
	Approval Items		5
	Discussion Items		6
	Questions and Motions		6
III.	Attachment
	1.	Business Report	7
	2.	Audit Committee Review Report	9
	3	The Status of Endorsement and Guarantee	10
	4.	The Status of Lending of Funds to Others	10
	5.	Independent Auditors' Report, Parent	11
		Company Only Financial Statements and
		Consolidated Financial Statements for 2022
	6.	Profit Distribution Table for 2022	31
	7.	Comparison Table of the “Rules and	32
		Procedures of Shareholders’ Meeting” Before
		and After Amendments
	8.	Articles of Incorporation	40
	9.	Rules of Procedure for Shareholders’	46
		Meetings
	10.	Directors' Shareholdings	49

GOOD WILL INSTRUMENT CO., LTD. Procedures for the 2023 Annual Meeting of Shareholders

1. Call the Meeting to Order

Chairperson Remarks.
Management Presentation

4. Approval Items

5. Discussion Items

6. Questions and Motions

7. Adjournment

GOOD WILL INSTRUMENT CO., LTD. Agenda for the 2023 Annual Meeting of Shareholders

Time: 9 am, Monday May 29, 2023

Venue: No. 7-1, Zhongxing Rd., Tucheng Dist., New Taipei City, Taiwan (The Company' s office)

Meeting Format: In-Person Shareholders' Meeting

Call the Meeting to Order: Announce the shares represented by shareholders present at the meeting.
Chairperson’s Remarks.
Management Presentation
(1) 2022 Business Report.
(2) 2022 Audit Committee Review Report.
(3) Report on Endorsements/Guarantees and Lending of Funds to Others.
(4) The report on the distribution of employees' and directors' remuneration for 2022.
(5) Report on cash dividends from earnings for 2022.
Approval Items
(1) Adoption of the Business Report and Financial Statements for 2022.
(2) Adoption of the Proposal for Distribution of the 2022 Profits.
1. Discussion Items
(1) Proposal to partially amend the “Rules and Procedures of Shareholders’ Meeting”.
Questions and Motions
Adjournment

Management Presentation

1. 2022 Business Report.

Explanation: Please refer to Attachment 1 on pages 6 to 8 of this handbook for the 2022 Business Report.

2022 Audit Committee Review Report.

Explanation: Please refer to Attachment 2 on pages 9 of this handbook for the 2022 Audit Committee Review Report.

Report on Endorsements/Guarantees and Lending of Funds to Others Explanation: Please refer to Attachment 3 on page 10 of this handbook for the Status of Endorsement and Guarantee, and refer to Attachment 4 on page 10 of this handbook for the Status of Lending of Funds to Others.
The report on the distribution of employees' and directors' remuneration for 2022.
Explanation: The proposed distribution of employees' remuneration of NT$37,230,196 and directors' remuneration of NT$10,637,199 will be paid in cash. The difference of NT$2,249,195 between the amount to be paid and the estimated amount in the accounts will be treated as a change in estimate and recorded as profit or loss in 2023. The proposed employees' directors’ remuneration distribution for 2022 was approved by the board of directors on February 23, 2023 and submitted to the shareholders' meeting.
Report on cash dividends from earnings for 2022.
Explanation: (1) To appropriate NT$290,094,578 from the distributable earnings of 2022 and to allot cash dividends of NT$2.0 per share.
(2) The cash dividends are calculated on a pro rata basis up to the dollar amount, with the amount below the dollar amount being rounded off and the total amount of the deficient dollar amount being adjusted from the decimal point from the largest to the smallest and the account

number from the first to the last in order to match the total amount of cash dividends distributed.

(3) If a change in the Company's share capital affects the number of outstanding shares, the Chairman is authorized to exercise his full authority in the event of a change in the resulted dividend distribution rate to shareholders.
(4) The Board of Directors has approved this proposal and authorized the Chairman of the Board to set a record date for the payment of cash dividends.

Approval Items

Proposal 1

Proposed by the Board of Directors Summary: Adoption of the Business Report and Financial Statements for 2022.

Explanation: (1) The Company's 2022 Parent Company Only Financial Statements and Consolidated Financial Statements have been prepared by the Board of Directors and have been audited and certified by CPAs Liu Hui Yuan and Yang Chih Huei of Ernst & Young. The financial statements have been audited by the Audit Committee of the Company along with the Business Report, and an audit report has been issued.
(2) Refer to Attachment 1 on pages 6~8 of this handbook for the Business Report; refer to Attachment 5 on pages 11~28 of this handbook for the Independent Auditors’ Report and the above-mentioned financial statements.
(3) Please approve.

Resolution:

Proposal 2

Proposed by the Board of Directors Summary: Adoption of the 2022 appropriation of earnings.

Explanation: (1) Refer to Attachment 6 on page 29 of this handbook for the Profit Distribution Table for 2022.

(2) Please approve.

Resolution:

Discussion Items

Proposal 1

Proposed by the Board of Directors Proposal: Proposal to partially amend the “Rules and Procedures of Shareholders’ Meeting”.

Explanation: (1) In accordance with the relevant laws and regulations, it

is proposed to amend certain provisions of the Company’s "Rules and Procedures of Shareholders’ Meeting".

(2) For a comparison of the provisions of the "Rules and Procedures of Shareholders’ Meeting" before and after the amendment, refer to Attachment 7 on pages 30~37 of this handbook.
~~decisions~~ .
(3) Please provide

Resolution:

Questions and Motions

Adjournment

Attachment 1

Business Report

Dear Shareholders,

The Company's 2022 business results and business plans are as follows:

I. 2022 Operating Results
(I) Business Plan Implementation Results In 2022, the global economy was in a major recession under multiple pressures of high inflation, high interest rates, a pandemic, lockdowns and supply chain disruptions, and energy shortages caused by the war between Russia and Ukraine. Despite the unfavorable environment, the Company's consolidated revenue for 2022 increased by 10.6% from the previous year to NT$2.885 billion. Good Will’s growth in 2022 was be driven by the fact that it has distribution channels across the globe and is less exposed to regional political and economic risks, allowing the company to make timely adjustments to its operating strategies in response to local conditions. As a result, sales in certain regions still showed double-digit growth, such as Europe, the United States, Japan, Korea and India.
- In terms of productions, we saw the shortage of IC semiconductor materials and material outages as an opportunity instead of a crisis and actively sought to develop secondary sources of materials. In spite of the shortage of materials across the industry, we were able to maintain normal supply.
- In terms of management and operations, the company introduced the CommonWealth Leader Campus online learning platform in 2022 and designed a learning incentive policy to encourage colleagues to pursue continuous education. The company has also offered English language training courses to prepare an international succession team for the Group. In addition, the company has prepared the Corporate Sustainability Report and the Greenhouse Gas Inventory Report this year, and it also successfully obtained ISO27001 certification for its information security management system.

(II) Budget Execution

The Company's financial projections for 2022 are not publicly available.

(III) Analysis of Financial Revenues and Expenses and Profitability

			Unit:Thousand NTD; %	Unit:Thousand NTD; %
	Item/Year	2022	2021	%increase/decrease
Revenues and Expenses	OperatingRevenue	2,885,585	2,609,162	10.6
	GrossProfit	1,445,562	1,328,410	8.8
	NetIncome	403,724	289,537	39.4
Profitability	Returnon Assets (%)	10.87	8.15	33.4
	Returnon Equity (%)	15.94	12.17	31.0
	ProfitMargin(%)	13.99	11.1	26.0
	Earnings perShare (NT$)	2.78	2.00	39.0

(IV) Research and Development

The Company invests approximately 8% to 10% of its consolidated revenue in research and development expenditures each year. In spite of the pandemic and severe shortage of materials, the Company’s R&D colleagues still actively developed new products and successfully launched several new products in 2022, such as the GDS-3000A-2CH digital oscilloscope, GSM-20H10 digital source meter, and GDM-500 series multi-functional digital power meter.

II. Summary of 2023 Business Plan
(I) Operating Strategies and Projected Sales Volume
- The World Bank has recently revised downward the economic growth rates of many countries to the brink of recession in 2023, mainly because the impact of central banks' interest rate hikes has intensified and the war between Russia and Ukraine has not yet subsided, causing the world's major economies to experience stagnation. Therefore, in the face of the uncertainties of 2023, we propose several work priorities as follows:
- (1) Enhance staff productivity: In addition to investing resources in new product development, we will strictly control the hiring of additional staff.
- (2) Develop a management policy for overseas subsidiaries: We will propose an incentive scheme based on business growth.

     - (3) Integrate existing marketing efforts to support sales.

(II) Important Sales and Marketing Policies
- Marketing and promotion resources will be focused on the new energy, electric vehicle, automotive electronics and battery industries. The company will also improve the quality and effectiveness of new product filings, enhance market research prior to product launch, and strengthen AE functions to fully support sales and expand support services to overseas subsidiaries.
III. The Company's Future Development Strategy, and the Effect of External Competition, the Legal Environment, and the Overall Business Environment

(I) The Company's Future Development Strategy

 - (1) Continuously strengthen the global channel management to provide more timely and comprehensive support and maintenance services.

 - (2) Enhance the professional technology application capability of the sales team to meet the needs of different customer groups.

 - (3) Increase production capacity and shorten lead times.

 - (4) Actively develop and engage big clients and projects.

 - (5) Enter the global renewable energy market by incorporating Prodigit's high voltage and high power electronic loads.

(II) The Effect of External Competition, the Legal Environment, and the Overall Business Environment

 - (1) Effect of external competition and the overall business environment: The Managing Director of the International Monetary Fund recently predicted that in 2023, one-third of the world's economies will fall into recession, and inflation will continue until the end of 2023. It is expected that international raw materials and freight rates will continue to rise, and companies will continue to be challenged with macroeconomic factors such as inflation, exchange rates, and interest rates. In 2023, the Company will remain competitive in terms of operational performance and will continue to be resilient to mitigate the impact of the macroeconomic environment and strive to create the best value for its customers, shareholders and employees.

 - (2) Effect of the legal environment: In addition to following the national policies and laws and regulations of Taiwan, the Company’s relevant financial, business and auditing units have always been aware of the policies that may affect the Company’s operations. There has been no significant impact on the Company's finance and operations as a result of changes in domestic or foreign laws and regulations.

Last but not least, we wish you all wellness and good health.

Chairman: Lin Ching-Chang Managerial Officer: Chang Chao-Ming Chief Accounting Officer: Chen Che-Cheng

Attachment 2

Audit Committee Review Report

The Board of Directors has issued the Company's 2022 annual business report, individual and consolidated financial statements and proposal for distribution of earnings. The financial statements has been audited by Ernst & Young, which was engaged by the Board of Directors and has issued an audit report thereon.

The above-mentioned business report, individual and consolidated financial statements and proposal for appropriation of earnings have been examined by the Audit Committee and found to be in conformity with the relevant provisions of the Company Act, and the Audit Committee hereby submits a report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

GOOD WILL INSTRUMENT CO., LTD. 2023 Annual Meeting of Shareholders

GOOD WILL INSTRUMENT CO., LTD.

Audit Committee Convener: Wu Wen-Bin

February 23, 2023

Attachment 3

GOOD WILL INSTRUMENT CO., LTD. The Status of Endorsement and Guarantee December 31, 2022

			Unit:Thousand NTD
Subject of Endorsement and Guarantee	Limit of Amount of Endorsement and Guarantee for a Single Company	Amount of Endorsement and Guarantee	Actual Expenditure
TEXIO TECHNOLOGY CORPORATION	526,762	110,592 (480,000 thousand JPY)	18,432 (80,000 thousand JPY)
GOODWILL INSTRUMENT EUROB.V.	526,762	358 (11thousandEUR)	0
Total of the Company and its Subsidiaries		110,950	18,432

Attachment 4

GOOD WILL INSTRUMENT CO., LTD. The Status of Lending of Funds to Others December 31, 2022

			Unit:Thousand NTD
Lender	Limit of Amount of Loans to a Single Party	Amount of Loans	Actual Expenditure
TEXIO TECHNOLOGY CORPORATION	263,381	23,040 (100,000 thousand JPY)	23,040 (100,000 thousand JPY)
Total of the Company and its Subsidiaries		23,040	23,040

Attachment 5

Independent Auditors’ Report Translated from Chinese

To Good Will Instrument Co., Ltd.

Opinion

We have audited the accompanying parent company only balance sheets of Good Will Instrument Co., Ltd. (the “Company”) as of December 31, 2022 and 2021, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2022 and 2021, and notes to the parent company only financial statements, including the summary of significant accounting policies (together “the parent company only financial statements”).

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by 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 Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2022 parent company only financial statements. 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, and we do not provide a separate opinion on these matters.

Revenue Recognition

For the year ended December 31, 2022, the Company recognized revenue in the amount of NT$2,021,388 thousand. Revenue is derived primarily from the manufacture and sale of various types of instruments, the provision of hardware and software, and installation services. Since some of these sales were exports and the terms of trade varied, it is necessary for the company to judge and determine the performance obligations and the timing of their satisfaction. Therefore, we considered this as a key audit matter.

Our audit procedures included, but not limited to, assessing the appropriateness of the accounting policy of revenue recognition; testing the effectiveness of internal controls over the sales process with respect to revenue recognition; selecting samples to perform test of details and reviewing the significant terms and conditions of orders or contracts to confirm the performance obligation and the appropriate timing of revenue recognition; selecting samples for certain period before and after the reporting date, tracing to relevant documentation to verify that revenue has been recorded in the correct accounting period.

We also evaluated the adequacy of disclosures of revenue. Please refer to Notes 4 and 6 of the parent company only financial statements.

Valuation of Inventories

As of December 31, 2022, the Company’s net inventories amounted to NT$529,772 thousand, representing 15% of the parent company only total assets. Considering the fact that the value of inventory depends on market demands and is affected by changes in technology, which may cause loss from slow-moving inventories and inventory price decline, while the assessment of inventory loss require significant management judgement, we therefore considered this as a key audit matter.

Our audit procedures included, but not limited to, obtaining an inventory allowance policy and evaluating the reasonableness of the loss provision ratio from slow-moving inventories based on the Company's operating conditions; testing the accuracy of inventories aging and recalculating the losses from slow-moving inventories; obtaining report of inventory price decline calculation, tracing to relevant documentation and recalculating the loss from price decline to ensure inventories appropriately valuated at lower of cost and net realizable value.

We also evaluated the adequacy of disclosures of inventories. Please refer to Notes 4, 5 and 6 to the parent company only financial statements.

Other Matter – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain subsidiaries, associates and joint ventures accounted for using the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of other auditors. These subsidiaries, associates and joint ventures accounted

for using the equity method amounted to NT$639,814 thousand and NT$614,345 thousand, representing 18% and 20% of total assets as of December 31, 2022 and 2021, respectively. The related shares of profit from the subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$70,530 thousand and NT$58,147 thousand, representing 15% and 16% of the income before tax for the years ended December 31, 2022 and 2021, respectively, and the related shares of other comprehensive income from the subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$18,532 thousand and NT$(3,596) thousand, representing 117% and 35% of the comprehensive income for the years ended December 31, 2022 and 2021, respectively.

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 requirements of 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s Responsibilities for the Audit of the 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 auditor’s 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 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 Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the 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.

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 internal control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only 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 2022 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.

Liu, Hui-Yuan

Yang, Chih-Huei

Ernst & Young, Taiwan February 23, 2023

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For the years ended December 31,	2021	$- 5,376 - 20,234 (25,320) 992 1,648 (1,123) - 168 118,774	120,749	- (65,000) (292,502) - (174,057) (2,795)	(534,354)	(155,826) 367,879	(155,826) 367,879	$212,053
	2022	$(24,278) - (10,000) - (25,134) 14 849 (8,587) 27,834 972 105,769	67,439	245,000 - - (324) (217,571) (3,001)	24,104	82,491 212,053		$294,544
	Item	Cash flows from investing activities: Acquisition of financial assets measured at amortized cost Proceeds from disposal of financial assets measured at amortised cost Acquisition of investments accounted for using the equity method Proceeds from disposal of investments accounted for using the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Proceeds from disposal of investment property Interest received Dividends received Net cash provided by investing activities Cash flows from financing activities: Increase in short-term loans Decrease in short-term loans Repayment of long-term loans Guarantee deposits paid Cash dividends paid Interest paid Net cash flows provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year
For the years ended December 31,	2021	$372,674 31,048 2,394 434 (276) 2,697 (168) (147,362) 3 - 2,700 9,476 6,886 109,461 (61,432) 1,897 (90,047) (2,749) (1,699) (4,210) 67,708 (18,281) 31,983 (420) (5,826)					306,891 (49,112)	257,779
	2022	$481,744 32,581 2,589 (214) (276) 3,176 (972) (224,400) 20 (16,952) - 54,450 2,085 (21,901) (131,596) 2,278 (167,094) (2,513) (1,261) 8,117 (18,271) 21,694 22,551 1,981 (6,315)					41,501 (50,553)	(9,052)
Item		Cash flows from operating activities: Income before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation Amortization Expected credit (gains) losses Gains on financial assets at fair value through profit or loss Interest expenses Interest income using the equity method Loss on disposal of property, plant and equipment Gain on disposal of investment property Gain on disposal of investments accounted for using the equity method Unrealized intercompany profit Changes in operating assets and liabilities: Notes receivable Accounts receivable Account receivable-related parties Other receivables Inventories Prepayments Other current assets Contract liabilities Accounts payable Accounts payable-related parties Other payables Other current liabilities Net defined benefit liabilities Cash inflow generated from operations Income tax paid Net cash (used in) provided by operating activities Share of profit of subsidiaries, associates and joint ventures accounted for

Independent Auditors’ Report Translated from Chinese

To Good Will Instrument Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of Good Will Instrument Co., Ltd. (the “Company”) and its subsidiaries as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2022 and 2021, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2022 and 2021, and their consolidated financial performance and cash flows for the years ended December 31, 2022 and 2021, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

Revenue Recognition

For the year ended December 31, 2022, the Company and its subsidiaries recognized revenue in the amount of NT$2,885,585 thousand. Revenue is derived primarily from the manufacture and sale of various types of instruments, the provision of hardware and software, and installation services. Since some of these sales were exports and the terms of trade varied, it is necessary for the company to judge and determine the performance obligations and the timing of their satisfaction. Therefore, we considered this as a key audit matter.

We also evaluated the adequacy of disclosures of revenue. Please refer to Notes 4 and 6 of the consolidated financial statements.

Valuation of Inventories

As of December 31, 2022, the Company and its subsidiaries net inventories amounted to NT$1,162,319 thousand, representing 29% of the consolidated total assets. Considering the fact that the value of inventory depends on market demands and is affected by changes in technology, which may cause loss from slow-moving inventories and inventory price decline, while the assessment of inventory loss require significant management judgement, we therefore considered this as a key audit matter.

We also evaluated the adequacy of disclosures of inventories. Please refer to Notes 4, 5 and 6 to the consolidated financial statements.

Other Matter – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain consolidated subsidiaries, which statements reflect total assets of NT$416,533 thousand and NT$464,949 thousand, representing 12% and

13% of consolidated total assets as of December 31, 2022 and 2021, respectively, and total operating revenues of NT$447,815 thousand and NT$443,043 thousand, representing 16% and 17% of consolidated operating revenues for the years ended December 31 2022 and 2021, respectively. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of other auditors.

Other Matter – parent company only financial statements

We have audited and expressed an unqualified opinion including an Other Matter paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2022 and 2021.

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

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

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

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditor’s 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 auditor’s 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2022 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.

Liu, Hui-Yuan

Yang, Chih-Huei

Ernst & Young, Taiwan February 23, 2023

As of December 31,	％	13 1 1 1 5 15 - - 24 1 - 61 - 3 - 26 1 3 - 4 2 - 39 100
	2021	$441,931 28,080 23,007 32,038 173,788 533,091 5,010 1,705 825,563 32,521 2,927 2,099,661 2,189 117,540 - 911,574 23,529 110,476 4,693 135,318 76,944 11,648 1,393,911 $3,493,572
	％	15 - 1 1 5 15 - - 29 - - 66 - 2 - 23 1 3 - 3 2 - 34 100
	2022	$586,528 - 25,525 27,418 194,383 618,885 4,801 2,033 1,162,319 23,065 4,671 2,649,628 2,189 73,563 10,000 904,415 28,733 91,944 11,241 135,318 72,665 10,767 1,340,835 $3,990,463
NOTE		4, 6(1) 4, 6(2) 4, 6(3) 4, 6(4), 8 4, 6(5), 6(19), 8 4, 6(6), 6(19), 7 4, 6(7) 4, 6(2) 4, 6(3) 4, 6(8) 4, 6(9), 8 4, 6(20) 4, 6(10), 8 4, 6(11) 4, 6(11), 6(12) 4, 6(24) 4, 6(13)
ASSETS		Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - current Notes receivable, net Accounts receivable, net Other receivables Current tax assets Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss - non-current Financial assets at fair value through other comprehensive income - non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Goodwill Deferred tax assets Other non-current assets Total non-current assets Total assets Financial assets measured at amortized cost - current

As of December 31,	％	5 1 - 8 9 2 - - 25 1 - 3 1 5 30 42 - 10 3 18 31 (3) 70 70 100
	2021	$170,775 33,019 10,857 269,285 325,279 57,703 9,107 10,390 886,415 49,470 4,894 108,210 12,779 175,353 1,061,768 1,450,472 4,047 363,339 93,211 625,023 1,081,573 (104,288) 2,431,804 2,431,804 $3,493,572
	％	10 2 - 7 8 2 - 1 30 2 - 2 - 4 34 36 - 10 3 20 33 (3) 66 66 100
	2022	$396,128 62,374 12,560 282,354 339,121 76,658 10,801 18,939 1,198,935 73,103 8,490 63,326 12,798 157,717 1,356,652 1,450,472 4,047 392,366 104,288 801,036 1,297,690 (118,398) 2,633,811 2,633,811 $3,990,463
NOTE		6(14) 6(18) 7 6(15) 4, 6(24) 4, 6(20) 4, 6(24) 4, 6(20) 4, 6(16) 4, 6(17)
LIABILITIES AND EQUITY		Current liabilities Short-term loans Contract liabilities - current Notes payable Accounts payable Other payables Current tax liabilities Lease liabilities - current Other current liabilities Total current liabilities Non-current liabilities Deferred tax liabilities Lease liabilities - non-current Net defined benefit liabilities Guarantee deposits Total non-current liabilities Total liabilities Equity attributable to stockholders of the parent Capital stock Common stock Capital Surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Total equity attributable to stockholders of the parent Total equity Total liabilities and equity

English Translation of Financial Statements Originally Issued in Chinese

GOOD WILL INSTRUMENT CO., LTD. AND SUBIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)

Item	Note	For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,
		2022	%	2021	%
Operating revenues Operating costs Gross profit Operating expenses Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit (losses) gains Total operating expenses Operating income Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit or loss of subsidaries, associates and joint ventures accounted for using the equity method Total non-operating income and expenses Income before tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit plans Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income Income tax related to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences resulting from translating the financial statements of foreign operations Income tax related to items that may be reclassified subsequently to profit or loss Total other comprehensive income (loss), net of tax Total comprehensive income Net income attributable to : Stockholders of the parent Comprehensive income attributable to: Stockholders of the parent Earnings per share (NT$) Earnings per share - basic Earning per share - diluted	4, 6(18), 7 6(21), 7 6(20), 6(21) 6(19) 4, 6(22), 7 6(22) 6(22) 4, 6(8) 4, 6(24) 6(23) 6(24) 6(24) 6(25)	$2,885,585 (1,440,023)	100 (50)	$2,609,162 (1,280,752)	100 (49)
		1,445,562	50	1,328,410	51
		(468,496) (285,209) (240,705) (2,219)	(16) (10) (8) -	(464,228) (265,839) (221,539) 3,199	(18) (10) (8) -
		(996,629)	(34)	(948,407)	(36)
		448,933	16	380,003	15
		50,130 34,984 (3,778) -	1 1 - -	57,006 (27,500) (3,717) (941)	2 (1) - -
		81,336	2	24,848	1
		530,269 (126,545)	18 (4)	404,851 (115,314)	16 (4)
		403,724	14	289,537	12
		36,503 (43,724) (1,401) 30,595 (6,119)	1 (2) - 1 -	857 16,006 (3,190) (30,021) 6,004	- 1 - (1) -
		15,854	1	(10,344)	(1)
		$419,578	15	$279,193	11
		$403,724		$289,537
		$403,724		$289,537
		$419,578		$279,193
		$419,578		$279,193
		$2.78		$2.00
		$2.75		$1.98

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

	Total equity	Total equity	3XXX $2,326,668 - - (174,057) 289,537 (10,344)	279,193	-	$2,431,804	$2,431,804 - - (217,571) 403,724 15,854	419,578	$2,633,811
Equity attributable to the parent company	Other component of equity	Unrealized gains (losses) on financial assets at fair value through other comprehensive income	$(2,688) 12,940	12,940	-	$10,252	$10,252 (38,586)	(38,586)	$(28,334)
		Exchange differences resulting from translating the financial statements of foreign operations	3410 $(90,523) (24,017)	(24,017)	-	$(114,540)	$(114,540) 24,476	24,476	$(90,064)
	Retained earnings	Unappropriated retained earnings	3350 $500,440 (19,704) 7,767 (153,750) 289,537 733	290,270	-	$625,023	$625,023 (29,027) (11,077) (217,571) 403,724 29,964	433,688	$801,036
		Special reserve	3320 $100,978 (7,767)	-	-	$93,211	$93,211 11,077	-	$104,288
		Legal reserve	3310 $363,942 19,704 (20,307)	-	-	$363,339	$363,339 29,027	-	$392,366
		Capital surplus	3200 $4,047	-	-	$4,047	$4,047	-	$4,047
		Common stock 1	300 $1,450,472	-	-	$1,450,472	$1,450,472	-	$1,450,472
		Item	Legal reserve Special reserve Cash dividends Net income for the year ended December 31, 2021 Other comprehensive income for the year ended December 31, 2021 Changes in ownership interest in subsidiaries Balance as of December 31, 2021 Legal reserve Special reserve Cash dividends Net income for the year ended December 31, 2022 Other comprehensive income for the year ended December 31, 2022 Balance as of December 31, 2022 Balance as of January 1, 2022 Total comprehensive income for the year ended December 31, 2022 Balance as of January 1, 2021 Total comprehensive income for the year ended December 31, 2021 Appropriations and distributions of 2020 retained earnings: Appropriations and distributions of 2021 retained earnings:

For the years ended December 31,	2021	$(1,208) (21,185) 44,086 - 1,314 (35,347) 992 2,806 (1,307) - - 405 4,722 1,138	(3,584)	- (123,280) (292,502) - (300) (14,570) (174,057) (3,717)	(608,426)	(31,595)	(205,915) 647,846	$441,931
	2022	$(1,240) (28,322) 32,973 (10,000) - (44,646) 14 1,418 (9,774) 27,834 (537) - 3,251 1,420	(27,609)	226,960 - - 19 - (13,133) (217,571) (3,778)	(7,503)	20,813	144,597 441,931	$586,528
	Item	Cash flows from investing activities: Acquisition of financial assets at fair value through profit or loss Acquisition of financial assets measured at amortized cost Proceeds from disposal of financial assets measured at amortized cost Acquisition of investments accounted for using the equity method Proceeds from disposal of investments accounted for using the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Proceeds from disposal of investment property Increase in other non-current assets Decrease in other non-current assets Interest received Dividends received Net cash (used in) investing activities Cash flows from financing activities: Increase in short-term loans Decrease in short-term loans Repayments of long-term loans Guarantee deposits received Guarantee deposits paid Payments of lease liabilities Cash dividends paid Interest paid Net cash (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year
For the years ended December 31,	2021	$404,851 79,115 2,876 (3,199) (276) 3,717 (4,722) (862) 941 15 - (2,960) - 68,318 10,361 59,400 (327) (197,573) (4,445) (838) (7,245) 4,548 54,945 51,712 (2,280) (7,818)					508,254 (70,564)	437,690
	2022	$530,269 79,682 3,222 2,219 (276) 3,778 (3,251) (1,144) - 20 (16,952) - (7) 28,275 (20,479) (88,134) 209 (336,756) 9,456 (1,744) 29,253 1,703 13,069 13,842 8,549 (8,381)					246,422 (87,526)	158,896
	Item	Cash flows from operating activities: Income before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation Amortization Expected credit losses (gains) Gains on financial assets at fair value through profit or loss Interest expenses Interest income Dividend income Share of loss of associates and joint ventures accounted for using the equity method Loss on disposal of property, plant and equipment Gain on disposal of investment property Gain on disposal of investments accounted for using the equity method Gain from lease modifications Changes in operating assets and liabilities: Mandatority measured at fair value through profit or loss Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Contract liabilities Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liabilities Cash inflow generated from operations Income tax paid Net cash provided by operating activities

Attachment 6

GOOD WILL INSTRUMENT CO., LTD.

Profit Distribution Table for 2022

Profit Distribution Table for 2022	Profit Distribution Table for 2022
Unit: Thousand NTD
Item	Amount
Undistributed beginningbalance	367,347,560
Add: Net income for theperiod	403,723,790
Add: Other comprehensive income - actuarial gains and losses on defined benefitplans(FY2022)	29,963,816
Less: Legal reserve	(43,368,761)
Less: Special reserve	(14,110,335)
Amount of distributable earnings	743,556,070
Distribution Items
Dividend to shareholders - cash(NT$2per share)	290,094,578
Undistributed endingbalance	453,461,492

Chairman: Managerial Officer: Chief Accounting Officer: Lin Ching-Chang Chang Chao-Ming Chen Che-Cheng

Note:

(1) Currently, there are 145,047,289 shares outstanding, and cash dividends of NT$2 per share are paid.
(2) The undistributed earnings at the end of the period were NT$50,127,401 before 1997 and NT$750,907,765 after 1998. The Company's principle of distributing earnings is to prioritize distributable earnings in 2022.
(3) If there is any change in the number of outstanding shares due to the change in capital stock before the record date, the chairman is authorized to adjust the dividend distribution rate.
(4) The cash dividends are calculated on a pro rata basis up to the dollar amount, with the amount below the dollar amount being rounded off and the total amount of the deficient dollar amount being adjusted from the decimal point from the largest to the smallest and the account number from the first to the last in order to match the total amount of cash dividends distributed.

Attachment 7

GOOD WILL INSTRUMENT CO., LTD.

Comparison Table of the “Rules and Procedures of Shareholders’ Meeting” Before and After Amendments

Article	Before Amendment	After Amendment	Reasons for Amendment
Article 3	The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. 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. The staff off the shareholders' meeting shall wear identification badges or armbands. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. Attendance and voting at shareholders meetings shall be calculated based on numbers of shares.	The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders	In accordance with the amendments to the regulations
		may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attending the shareholders meeting in person. Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. 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. The staff off the shareholders' meeting shall wear identification badges or armbands. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform,plus the number of shares whose voting rights are exercised by correspondence or electronically. Attendance and voting at shareholders meetings shall be calculated based on numbers of shares. In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date. On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of

Article	Before Amendment	After Amendment	After Amendment	After Amendment	Reasons for Amendment
		shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of
		the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting
		starts, and keep this information disclosed until
		the end of the meeting. During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
Article 3-1	Addition	To convene a virtual shareholders meeting, the Company shall include the follow particulars in			In accordance with the amendments to the regulations
		the shareholders meeting notice: I. How shareholders attend the virtual meeting and exercise their rights. II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars: (I) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume. (II) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session. (III) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on
		I. II.
			events, at least covering the following particulars: (I) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume. (II) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session. (III) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on
			(I) (II) (III)
				removed, and the date to which the meeting is postponed or on which the meeting will resume. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum
				legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting,
				and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on

Article	Before Amendment			After Amendment	Reasons for Amendment
		III.	(IV) To co	all proposals on
			online shall be specified.
Article 4	The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.	The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made.If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare			In accordance with the amendments to the regulations
		the meeting adjourned. In the event of a virtual
		shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.If the quorum is not met after two postponementsas referred to in the preceding paragraph,but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act.In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 3. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174ofthe CompanyAct.
Article 6	The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shallbe shareholders ofthe Company. Vote	The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. ~~Vt iti d ti l f th~~			In accordance with the amendments to the regulations
		~~oe monorng an counng personne or e~~ ~~voting on a proposal shall be appointed by the~~ ~~chair, provided that all monitoring personnel~~ ~~shallbe shareholders of the Company. Vote~~

Article	Before Amendment	After Amendment	Reasons for Amendment
	counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.	~~counting for shareholders meeting proposals or~~ ~~elections shall be conducted in public at the~~ ~~l f th hhld ti Iditl~~
		~~pace o e sareoers meeng. mmeaey~~ ~~after vote counting has been completed, the~~ ~~results of the voting, including the statistical~~ ~~tallies of the numbers of votes, shall be~~ ~~announced on-site at the meeting, and a record~~ ~~made of the vote.~~ Where a shareholders meeting is held online, the Company shall keep records of shareholder
		registration, sign-in, check-in, questions raised,
		votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of
		the virtual meeting from beginning to end. The information and audio and video recording
		in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual
		meeting. In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 11	After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. 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 and call for a vote.	After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. 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 and call for a vote. Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than	In accordance with the amendments to the regulations
		two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Articles 7 to
		10 do not apply. As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope
		of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12	The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.	The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.
Article 13	A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. …	A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. …	In accordance with the amendments to the regulations

Article	Before Amendment	After Amendment	Reasons for Amendment
	After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in 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, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.	After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business
		days before the meeting date. If the cancellation
		notice is submitted after that time, votes cast at
		the meeting by the proxy shall prevail. 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, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the
		voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately
		after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record

Article	Before Amendment	After Amendment	Reasons for Amendment
		made of the vote. When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting. In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately. When the Company convenes a hybrid shareholders meeting, if shareholders who have
		registered to attend the meeting online in accordance with Article 3 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as
		they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online. When shareholders exercise voting rights by correspondence or electronic means, unless they
		have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 15	Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. 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 their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.	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 their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company. Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in	In accordance with the amendments to the regulations
		the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's
		name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to

Article	Before Amendment	After Amendment	Reasons for Amendment
		natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 17	Addition	In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of	In accordance with the amendments to the regulations
		the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 18	Addition	When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.	In accordance with the amendments to the regulations
Article 19	Addition	In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed	In accordance with the amendments to the regulations
		to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned,
		and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case, Article 182 of the Company Act shall not apply. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting
		online shall not attend the postponed or resumed session. For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted
		towards the total number of shares, number of voting rights and number of election rights

Article	Before Amendment	After Amendment	Reasons for Amendment
		represented at the postponed or resumed session. During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is
		required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors. When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the
		virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and no postponement or
		resumption thereof under the second paragraph
		is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals
		on the meeting agenda. When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of
		the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 20	Addition	When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.	In accordance with the amendments to the regulations
Article 21	Addition	These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effectedinthe samemanner.	In accordance with the amendments to theregulations

Attachment 8

GOOD WILL INSTRUMENT CO., LTD. Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be GOOD WILL INSTRUMENT CO.,LTD.

Article 2: The scope of business of the Company:
CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
CC01060 Wired Communication Mechanical Equipment Manufacturing
CC01070 Wireless Communication Mechanical Equipment Manufacturing
CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing
CC01110 Computer and Peripheral Equipment Manufacturing
CC01120 Data Storage Media Manufacturing and Duplicating
CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
CE01010 General Instrument Manufacturing
CE01030 Optical Instruments Manufacturing
CE01990 Other Optics and Precision Instrument Manufacturing
EZ05010 Instrument and Meters Installation Engineering
E601020 Electric Appliance Installation
E603040 Fire Safety Equipment Installation Engineering
E603050 Automatic Control Equipment Engineering
E605010 Computer Equipment Installation
E701010 Telecommunications Engineering
E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering
F113030 Wholesale of Precision Instruments
F113070 Wholesale of Telecommunication Apparatus
F113990 Wholesale of Other Machinery and Tools
F117010 Wholesale of Fire Safety Equipment
F213010 Retail Sale of Electrical Appliances
F213030 Retail Sale of Computers and Clerical Machinery Equipment
F213040 Retail Sale of Precision Instruments
F213060 Retail Sale of Telecommunication Apparatus
F217010 Retail Sale of Fire Safety Equipment
F401010 International Trade
F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
F601010 Intellectual Property Rights
ID01010 Measuring Instruments Certification
IG03010 Energy Technical Services
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The headquarters of the Company is set in New Taipei City and may set a branch company domestically or overseas with approval from the Board of Directors in a resolution in accordance with the laws and regulations.
Article 4: Deleted.

Chapter 2 Shares

Article 5: The total capital stock of the Company is NTD 1,800,000,000 divided into 180,000,000 shares of NTD 10 per share, which may be issued in tranches.
Article 6: The Company’s share certificates are name-bearing, affixed with the seal or signature of the director representing the Company and certified by a bank authorized by law to act as a certifying officer for the issuance of shares. The Company does not need to print the share certificates, but a centralized securities depository enterprise should be contacted for registering the shares.
Article 7: Deleted.
Article 8: The Company’s share certificate shall be assigned only by the holder thereof by way of endorsement, and the name or title of the assignee shall be indicated on the share certificate. Assignment/transfer of shares shall not be set up as a defense against the Company, unless name/title and residence/domicile of the assignee/transferee have been recorded in the shareholders' roster.
Article 9: In the event that a share certificate is lost or damaged, shareholders shall apply to the Company for a replacement share certificate in accordance with the Regulations Governing the Administration of Shareholder Services.
Article 10: Share transfer registration shall be suspended 60 days prior to a routine shareholders’ meeting, 30 days before a special shareholders’ meeting, or 5 days before the base day scheduled by the Company for distributing dividends, bonuses, or other benefits.

Chapter 3 Shareholders’ Meeting

Article 11: Shareholders' meeting shall be of the following two kinds: regular meeting and special meeting. Regular meeting of shareholders are to be held at least once every year, within six months after close of each fiscal year. Special meeting of shareholders are to be held when necessary.
A shareholders' meeting may be held in the form of a physical shareholders' meeting, a hybrid shareholders' meeting or a virtual-only shareholders' meeting upon the resolution of the board of directors, and in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies” by the competent authorities.
Article 12: If a shareholder is unable to attend a shareholders' meeting for any reason, he or she may appoint a proxy to attend the meeting by executing a power of attorney in accordance with Article 177 of the Company Act.

Article 13: For a shareholders' meeting convened by the board of directors, the chairman of the board shall be the chairman of the meeting. If the chairman of the board of directors is on leave or is unable to exercise his or her duties for any reason, his or her proxy shall handle the matter in accordance with Article 208 of the Company Act.
Article 14: Except in the circumstances of restricted or non-voting shares provided for in Article 179 of the Company Act, a shareholder shall have one voting power in respect of each share in his/her/its possession.
Article 15: Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act or other relevant laws and regulations, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 16: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be prepared in accordance with Article 183 of the Company Act.

Chapter 4 Directors and Managerial Officers

Article 17: The Company shall have five to nine directors, all of whom shall be elected for a term of three years. The election of directors shall be based on a candidate nomination system in accordance with Article 192-1 of the Company Act. Directors shall be elected by the shareholders from a list of candidates and shall be eligible for re-election.
The number of independent directors shall not be less than three and shall not be less than one-fifth of the total number of directors. The professional qualifications, shareholdings, restrictions on concurrent positions, nomination and election of independent directors and other matters to be followed shall be in accordance with the relevant regulations of the competent securities authorities. The minimum percentage of registered shares held by all directors shall be in accordance with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies".
Article 18: When the number of vacancies in the board of directors of a company equals to one third of the total number of directors, the board of directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies. The term of office of the director elected to fill the vacancy shall be limited to the remaining term of the original director.
Article 19: In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.
Article 20: Directors shall form the board of directors, which shall elect a chairman and a vice chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairman and vice chair man shall execute all affairs of the Company and represent the Company externally in accordance with the laws and regulations, the Articles of Incorporation, and the resolutions of the shareholders' meeting and the Board of

Directors.

Article 21: The Board of Directors shall resolve on the Company's business strategies and other important matters. Except for the first meeting of each term of Board of Directors, which is convened in accordance with Article 203 of the Company Act, the board meetings shall be convened and chaired by the Chairman of the Board of Directors. If the Chairman is unable to perform his or her duties, the Vice Chairman shall act as the Chairman; If the Vice Chairman of the Board is also unable to exercise his or her duties, the Chairman of the Board shall designate a Director to act for him or her. When the Chairman or Vice Chairman has not designated a proxy, the directors shall elect among themselves for an acting Chairman or Vice Chairman. The Board of Directors shall convene the meeting with seven days' notice of the reason for the convening; however, in case of emergency, the meeting may be convened at any time. Notice of a Board meeting may be given in writing, by fax, or by e-mail.
Article 22: Except as otherwise provided in the Company Act and related laws and regulations, a majority of the directors must be present at a meeting of the Board of Directors, and such meeting shall be held by the consent of a majority of the directors present. If a director is unable to attend a meeting for any reason, he/she may appoint another director to attend the board of directors' meeting as his/her proxy by issuing a written proxy, listing the scope of authority to convene the meeting, provided that the proxy is limited to one person. In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 23: The Company shall establish an audit committee. The audit committee shall be composed of all independent directors. The Audit Committee or the members of the Audit Committee shall be responsible for carrying out the duties and responsibilities of the supervisors under the Company Act, the Securities and Exchange Act and other laws and regulations.
The Company's Board of Directors may establish other committees, the number of which, their terms of office, and their duties and responsibilities shall be specified in the organizational charters of each committee and shall be implemented by resolution of the Board of Directors.
Article 24: Deleted.
Article 25: The remuneration of the Company's directors is authorized to be paid by the Board of Directors at the usual rate for the industry. In addition, the Company may purchase liability insurance for the directors within the scope of their liability under the law for the performance of their business.
Article 26: The Company may have a president whose appointment, dismissal and
Article 27: Deleted.

Article 5 Accounting

Article 28: At the end of each fiscal year, the Company’s Board of Directors shall prepare: (I) a business report; (II) financial statements; (III) proposed distribution of earnings or loss recovery, which shall be submitted to the shareholders for approval at the annual general meeting in accordance with the procedures prescribed by law.
Article 29: If there is any after-tax profit in the Company's annual accounts, the Company shall first make up for prior years' losses (including adjustments to undistributed earnings) and then set aside 10% as legal reserve, except when the legal reserve has reached the total capital. The Company shall also appropriate or reverse the special reserve as required by law or the competent authority. If there is any unappropriated earnings, the unappropriated earnings at the beginning of the period (including the amount of adjusted unappropriated earnings) shall be consolidated into the accumulated earnings available for distribution to shareholders. The Board of Directors shall prepare a proposal for appropriation of earnings and submit it to the shareholders for resolution.
The Company shall appropriate 3% to 15% of its annual net income before deducting employees' compensation and directors' compensation to employees' compensation and not more than 2% to directors' compensation. However, if the Company still has accumulated losses (including the amount of adjusted undistributed earnings), the Company shall reserve the amount to make up for the losses.
In order to maintain the shareholders' return on investment, the ratio of cash dividends to stock dividends is determined by the Company's earnings for the year and the Company's capital planning, taking into account the shareholders' equity. The amount of dividends to shareholders shall not be less than 40% of the current year's earnings, including cash dividends, which shall not be less than 10% of the total dividends.
When employee compensation is distributed in the form of stock or cash, the Board of Directors shall resolve by a resolution of at least two-thirds of the directors present and a majority of the present directors agreeing, and report to the shareholders' meeting.
Article 29-1: The Board of Directors is authorized to distribute all or part of the dividends and bonuses payable in cash by a resolution of the Board of Directors, with at least two-thirds of the directors present and a majority of the present directors agreeing, and to report to the latest shareholders' meeting.
When the Company has no deficit, the Board of Directors is authorized to distribute all or part of the legal reserve (25% of the amount exceeding the paid-in capital) and the capital surplus in accordance with the Company Act in the form of cash when two-thirds of the directors are present and a majority of the present directors agreeing, and report to the latest shareholders' meeting.

Chapter 6 Supplementary Provisions

Article 30: The Company's outward investment may exceed 40% of the paid-in capital, where the Company authorizes the Board of Directors to execute the investment.
Article 31: The Company may provide guarantees within the industry.

Article 32: The Company's organizational charters and operating rules shall be separately established by the Board of Directors.
Article 33: All matters not provided for in these Articles of Incorporation shall be governed by the Company Act and related regulations.
Article 34: These Articles of Incorporation were established on September 3, 1975; the first amendment was made on March 23, 1977; the second amendment was made on April 30, 1980; the third amendment was made on October 21, 1980; the fourth amendment was made on December 4, 1982; the fifth amendment was made on July 10, 1984; the sixth amendment was made on February 26, 1985; the seventh amendment was made on August 15, 1986; the eighth amendment was made on March 7, 1988; the ninth amendment was made on November 13, 1990; the tenth amendment was made on August 16, 1993; the eleventh amendment was made on December 13, 1995; the twelfth amendment was made on November 13, 1996; the thirteenth amendment was made on November 28, 1996; the fourteenth amendment was made on December 3, 1996; the fifteenth amendment was made on May 2, 1998; the sixteenth amendment was made on August 4, 1998; the seventeenth amendment was made on May 6, 1999; the eighteenth amendment was made on May 6, 2000; the nineteenth amendment was made on May 6, 2002; the twentieth amendment was made on June 16, 2003; the twenty-first amendment was made on June 15, 2006; the twenty-second amendment was made on June 13, 2007; the twenty-third amendment was made on June 10, 2009; the twenty-fourth amendment was made on June 15, 2010; the twenty-fifth amendment was made on June 12, 2012; the twenty-sixth amendment was made on June 17, 2014; the twenty-seventh amendment was made on June 23, 2016; the twenty-eighth amendment was made on June 14, 2017; the twenty-ninth amendment was made on June 12, 2019; the thirtieth amendment was made on July 28, 2021; the thirty-first amendment was made on May 27, 2022.

Attachment 9

GOOD WILL INSTRUMENT CO., LTD. Rules of Procedure for Shareholders’ Meetings

Article	1	The rules of procedures for the Company's shareholders meetings, except as otherwise
		provided by law, regulation, or the articles of incorporation, shall be as provided in
		these Rules.
Article	2	Shareholders as referred to in these Rules shall mean the shareholders as set out in the
		register of shareholders and the proxies appointed by the shareholders to attend the
		meeting.
Article	3	The Company shall specify in its shareholders meeting notices the time during which
		attendance registrations for shareholders will be accepted, the place to register for
		attendance, and other matters for attention.
		The time during which shareholder attendance registrations will be accepted, as stated in
		the preceding paragraph, shall be at least 30 minutes prior to the time the meeting
		commences. The place at which attendance registrations are accepted shall be clearly
		marked and a sufficient number of suitable personnel assigned to handle the registrations.
		Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards,
		or other certificates of attendance. Solicitors soliciting proxy forms shall also bring
		identification documents for verification. 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.
		The staff off the shareholders' meeting shall wear identification badges or armbands.
		The Company shall furnish the attending shareholders with an attendance book to sign, or
		attending shareholders may hand in a sign-in card in lieu of signing in. The number of
		shares in attendance shall be calculated according to the shares indicated by the
		attendance book and sign-in cards handed in plus the number of shares whose voting
		rights are exercised by correspondence or electronically. Attendance and voting at
		shareholders meetings shall be calculated based on numbers of shares.
Article	4	The chair shall call the meeting to order at the appointed meeting time and disclose
		information concerning the number of nonvoting shares and number of shares represented
		by shareholders attending the meeting. However, when the attending shareholders do not
		represent a majority of the total number of issued shares, the chair may announce a
		postponement, provided that no more than two such postponements, for a combined total
		of no more than one hour, may be made. If the quorum is not met after two postponements,
		but the attending shareholders represent one third or more of the total number of issued
		shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the
		Company Act. When, prior to conclusion of the meeting, the attending shareholders
		represent a majority of the total number of issued shares, the chair may resubmit the
		tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the
		Company Act.
Article	5	If a shareholders meeting is convened by the board of directors, the meeting agenda shall
		be set by the board of directors. Votes shall be cast on each separate proposal in the
		agenda (including extraordinary motions and amendments to the original proposals set out
		in the agenda). The meeting shall proceed in the order set by the agenda, which may not
		be changed without a resolution of the shareholders meeting.
		The provisions of the preceding paragraph apply mutatis mutandis to a shareholders
		meeting convened by a party with the power to convene that is not the board of directors.
		The chair may not declare the meeting adjourned prior to completion of deliberation on
		the meeting agenda of the preceding two paragraphs (including extraordinary motions),
		except by a resolution of the shareholders meeting.
		After the meeting is adjourned, the shareholders are not allowed to elect another chairman
		for continued meeting at the same place or another venue.
Article	6	The Company, beginning from the time it accepts shareholder attendance registrations,

shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

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

Article 7 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. 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.

Article 8 When discussing proposals, the order of discussion shall be in accordance with the agenda. If the discussion violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. Article 9 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. Article 10 When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. Article 11 After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. 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 and call for a vote. Article 12 The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding

paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

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

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 14 When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 15 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. 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 their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.
Article 16 If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

Attachment 10

GOOD WILL INSTRUMENT CO., LTD. Directors' Shareholdings

(I) As of March 31, 2023, the book closure date for the shareholders meeting, the paid-in capital of the Company was NT$1,450,472,890 and the total number of issued shares was 145,047,289.

(I) As of March 31, 2023, the book closure date for the shareholders meeting, the paid-in capital of the Company was NT$1,450,472,890 and the total number of issued shares was 145,047,289.	(I) As of March 31, 2023, the book closure date for the shareholders meeting, the paid-in capital of the Company was NT$1,450,472,890 and the total number of issued shares was 145,047,289.	(I) As of March 31, 2023, the book closure date for the shareholders meeting, the paid-in capital of the Company was NT$1,450,472,890 and the total number of issued shares was 145,047,289.
(II) Statutory minimum number of shares required to be held by all directors and the number of shares entered in the register
ofshareholders:
Total number of sharesheld	Number of shares legally authorized to be held	Number of shares entered in the register of shareholders
Director	8,702,837	13,072,529

(III) The details of the number of shares held by all directors are shown below and has met the requirements of Article 26 of the Securities and Exchange Act.

				Number of shares held at the	Number of shares held at the	Number of shares held as of the	Number of shares held as of the
				time of appointment		book closure date for the
		Date of	Term of
Title	Name					shareholders meeting
		appointment	office
				Number of	Shareholding	Number of	Shareholding

				shares	percentage	shares	percentage
Chairman	Lin Ching-Chang	July 28, 2021	3 Years	10,715,029	7.39%	5,365,029	3.70%

Director	Chang Chao-Ming	July 28, 2021	3 Years	4,320,478	2.98%	2,168,478	1.50%

Director	Lin Ching-Wen	July 28, 2021	3 Years	7,827,228	5.40%	3,917,228	2.70%

Director	Lin Chen-Hsiung	July 28, 2021	3 Years	147,000	0.10%	147,000	0.10%

Director	LIN YEN CHIH	July 28, 2021	3 Years	761,098	0.52%	954,098	0.66%

Director	Lin Hsiao-Chen	July 28, 2021	3 Years	949,782	0.65%	479,782	0.33%

Independent						40,914	0.03%
	WU Web-Bin	July 28, 2021	3 Years	40,914	0.03%
Director

Independent
	Huang Guank-Hei	July 28, 2021	3 Years	0	0%	0	0％
Director

Independent
	Teng Syh-Tang	July 28, 2021	3 Years	0	0%	0	0％
Director

Total				24,761,529	17.07%	12,974,529	9.02%

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GW — AGM Information 2023

52071_rns_2023-06-05_de834773-090c-43a2-b0d6-95c5b36882a9.pdf

GOOD WILL INSTRUMENT CO., LTD.

The 2023 Annual Meeting of Shareholders

Meeting Handbook

Table of Contents

GOOD WILL INSTRUMENT CO., LTD. Procedures for the 2023 Annual Meeting of Shareholders

1. Call the Meeting to Order

4. Approval Items

5. Discussion Items

6. Questions and Motions

7. Adjournment

GOOD WILL INSTRUMENT CO., LTD. Agenda for the 2023 Annual Meeting of Shareholders

Management Presentation

1. 2022 Business Report.

Approval Items

Proposal 1

Proposal 2

Resolution:

Discussion Items

Proposal 1

Questions and Motions

Adjournment

Business Report

(II) Budget Execution

(IV) Research and Development

Audit Committee Review Report

Independent Auditors’ Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

Valuation of Inventories

Other Matter – Making Reference to the Audits of Component Auditors

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

Auditor’s Responsibilities for the Audit of the Financial Statements

Independent Auditors’ Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

Valuation of Inventories

Other Matter – Making Reference to the Audits of Component Auditors

Other Matter – parent company only financial statements

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

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

English Translation of Financial Statements Originally Issued in Chinese

GOOD WILL INSTRUMENT CO., LTD. AND SUBIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

GOOD WILL INSTRUMENT CO., LTD.

Profit Distribution Table for 2022

GOOD WILL INSTRUMENT CO., LTD.

GOOD WILL INSTRUMENT CO., LTD. Articles of Incorporation

Chapter 1 General Provisions

Chapter 2 Shares

Chapter 3 Shareholders’ Meeting

Chapter 4 Directors and Managerial Officers

Article 5 Accounting

Chapter 6 Supplementary Provisions

GOOD WILL INSTRUMENT CO., LTD. Rules of Procedure for Shareholders’ Meetings

GOOD WILL INSTRUMENT CO., LTD. Directors' Shareholdings

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GW AGM Information 2023