Stock Code: 2423

GOOD WILL INSTRUMENT CO., LTD.

The 2024 Annual Meeting of Shareholders

Meeting Handbook

Date: May 30, 2024 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		4
	Elections		6
	Questions and Motions		6
III.	Attachment
	1.	Business Report	7
	2.	Audit Committee Review Report	10
	3	The Status of Endorsement and Guarantee	11
	4.	The Status of Lending of Funds to Others	11
	5.	Independent Auditors' Report, Parent	12
		Company Only Financial Statements and
		Consolidated Financial Statements for 2022
	6.	Profit Distribution Table for 2022	32
	7.	Comparison Table of the “Rules and	33
		Procedures of Shareholders’ Meeting” Before
		and After Amendments
	8.	Articles of Incorporation	37
	9.	Rules of Procedure for Shareholders’	43
		Meetings
	10	Rules for Director Elections	49
	11.	Directors' Shareholdings	51

GOOD WILL INSTRUMENT CO., LTD. Procedures for the 2024 Annual Meeting of Shareholders

1. Call the Meeting to Order

Chairperson Remarks.
Management Presentation

4. Approval Items

5. Elections

6. Questions and Motions

7. Adjournment

GOOD WILL INSTRUMENT CO., LTD. Agenda for the 2024 Annual Meeting of Shareholders

Time: 9 am, Monday May30, 2024

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) 2023 Business Report.
(2) 2023Audit 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 2023.
(5) Report on cash dividends from earnings for 2023.
Approval Items
(1) Adoption of the Business Report and Financial Statements for 2023.
(2) Adoption of the Proposal for Distribution of the 2023 Profits.
1. Elections
(1) Re-election of Directors
Questions and Motions
Adjournment

Management Presentation

1. 2023 Business Report.

Explanation: Please refer to Attachment 1 on pages 7 to 9 of this handbook for the 2023 Business Report.

2023 Audit Committee Review Report.

Explanation: Please refer to Attachment 2 on pages 10 of this handbook for the 2023Audit Committee Review Report.

Report on Endorsements/Guarantees and Lending of Funds to Others Explanation: Please refer to Attachment 3 on page 11 of this handbook for the Status of Endorsement and Guarantee, and refer to Attachment 4 on page 11 of this handbook for the Status of Lending of Funds to Others.
The report on the distribution of employees' and directors' remuneration for 2023.
Explanation: The proposed distribution of employees' remuneration of NT$37,000,000 and directors' remuneration of NT$11,185,921 will be paid in cash. Both of which are consistent with the expense recognized for the current year. The proposed employees' directors’ remuneration distribution for 2023 was approved by the board of directors on February 22, 2024 and submitted to the shareholders' meeting.
Report on cash dividends from earnings for 2023.
Explanation: (1) To appropriate NT$319,104,036 from the distributable earnings of 2023 and to allot cash dividends of NT$2.2 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 2023.

Explanation: (1) The Company's 2023 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 7~9 of this handbook for the Business Report; refer to Attachment 5 on pages 12~31 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 2023 appropriation of earnings. Explanation: (1) Refer to Attachment 6 on page32 of this handbook for the Profit Distribution Table for 2023.

(2) Please approve.

Resolution:

Elections

Proposal 1

Proposed by the Board of Directors Proposal: Re-election of Directors. Explanation: (1) The term of Directors will expire on July 27, 2024. The current term Directors will perform their duty until the day the newly elected Directors are inaugurated

(2)According to Article 17 of the Corporate Charter, The shareholders’ meeting shall elect 9 directors (Including 3 independent directors). The directors shall be elected from the nomination list prepared by the company. Their three-year term will start from May 30, 2024 and conclude on May 29, 2027.
(3)The list of Director candidates has been reviewed and approved by the meeting of Board of Directors. Please refer to Attachment 7 on pages 33~36 of this handbook .

Election results:

Questions and Motions

Adjournment

Attachment 1

Business Report

Dear Shareholders,

The operational results and plans for the year 2023 of our company are presented as follows:

I. Operational Results for 2023

(1) Implementation of Business Plans

In 2023, despite facing multiple challenges in the global economy including geopolitical instability, resource shortages, and the impact of the pandemic on economies worldwide, our company actively responded and maintained competitiveness. The combined operating income for the year reached 3.025 billion New Taiwan Dollars, representing a 5% increase from the previous year. This growth can be largely attributed to the relentless efforts of our management team in adjusting operational strategies, innovating products, and optimizing the supply chain to effectively address external environmental changes.

In terms of production operations, although prices of IC semiconductor-related raw materials stabilized, our production costs remained high due to the high-priced materials purchased previously. To cope with this, production units improved efficiency by 20% through enhancements in CELL workstation ATE functionality. Additionally, optimization through Smart evision was employed to achieve real-time management dashboards for quality, production efficiency, and sales management.

In terms of management operations, the company obtained the Sports Bureau's certification as a sports enterprise and ranked fourth in the sports calendar for the year 2023. Moreover, in terms of occupational safety and health, we maintained a record of 2 million hours without occupational accidents for 29 consecutive months.

In terms of corporate sustainability, the company, together with 44 outstanding employees, jointly adopted a reforestation project in the Daliao section of the Shimen District managed by the Forestry Bureau. Furthermore, the entire company collected over 700 children's books and donated them to remote areas under the name of Just Going for public welfare, demonstrating our determination to promote environmental protection and public welfare.

(2) Budget Execution

The financial forecast for the year 2023 was not publicly disclosed by our company.

(3) Financial Revenue and Profitability Analysis

		Unit: Thousand New Taiwan Dollars; %	Unit: Thousand New Taiwan Dollars; %	Unit: Thousand New Taiwan Dollars; %
Item/Year		2023	2022	Change %
Financial Revenue	OperatingIncome	3,024,731	2,885,585	4.8
	Operating Gross Profit	1,557,544	1,445,562	7.7
	Net Profit after Tax	428,271	403,724	6.1
Profitability	Return on Assets(%)	11.11	10.87	2.2

Item/Year	2023	2022	Change %
Return on Equity (%)	15.93	15.94	-
Net Profit Margin(%)	14.16	13.99	1.2
Earnings per Share (NTD)	2.95	2.78	6.1

(4) Research and Development Status

In the current year, the company continued to invest resources in innovation and technological upgrades. Several competitive new products were successfully launched, including the GPP-3650 three-channel programmable DC power supply, PSW-Multi multi-channel programmable DC power supply, and LCR-8200A high-frequency LCR tester. These innovative products will further enhance our competitiveness in the industry.

II. Summary of Business Plan for 2024

(1) Business Policies and Expected Sales Quantities

Looking ahead, our company will continue to strengthen global channel management and enhance logistics and maintenance service levels. Additionally, we will deepen our presence in overseas markets, particularly focusing on opportunities in emerging markets to encourage more participation from our partners. In 2024, we have outlined several key focus areas:

(a) Enterprise-wide 5S Movement: Creating more efficient use of space through company-wide organization.

(b) Expansion of Resources for Overseas Subsidiaries: Actively investing resources to accelerate growth.

(c) Integration of Marketing Units to Support Business Needs: Generating performance through various marketing strategies.

(2) Important Production and Sales Policies

Business units will aggressively pursue core and new product lines while expanding collaboration mechanisms within the industry to accelerate the production of related products such as new energy, electric vehicles, automotive electronics, and batteries to swiftly seize market opportunities.

III. Future Company Development Strategies, Impact of External Competitive Environment, Regulatory Environment, and Overall Business Environment

(1) Future Company Development Strategies

(a) Strengthening Distributor Management Mechanisms to enhance distributor cohesion.

(b) Continuously enhancing Smart evision ATE big data collection and analysis capabilities.

(c) Establishing real-time production power and temperature/humidity monitoring systems using Smart evision's instant functionality.

(d) Developing major customers and large-scale projects to expand business.

(e) Developing high-voltage and high-power electronic loads to seize opportunities in the new energy market.

(2) Impact of External Competitive Environment, Regulatory Environment, and Overall Business Environment

(a) Impact of External Competitive Environment and Overall Business Environment: It is predicted that the global economy will gradually stabilize in 2024, but attention must still be paid to factors such as geopolitical risks and fluctuations in raw material prices. Our company will continue to optimize the supply chain to proactively respond to potential market fluctuations. (b) Impact of Regulatory Environment: Our company will continue to comply with domestic and international regulations and closely monitor trends in environmental protection, social responsibility, etc. We will also continue to monitor regulatory changes to ensure the legality and sustainability of our business. Thus far, there have been no significant impacts on the company's finances or operations due to changes in domestic or international regulatory environments.

We would like to express our gratitude to all shareholders for their continuous support and trust. In 2024, we will continue to strive for innovation and continuously enhance corporate value. We look forward to achieving even better results in the coming year with the concerted efforts of all employees. Finally, we wish all shareholders peace and 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 2023 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.

To

GOOD WILL INSTRUMENT CO., LTD. 2024 Annual Meeting of Shareholders

GOOD WILL INSTRUMENT CO., LTD.

Audit Committee Convener: Wu Wen-Bin

February 22, 2024

Attachment 3

GOOD WILL INSTRUMENT CO., LTD. The Status of Endorsement and Guarantee December 31, 2023

Unit: Thousand NTD

			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	548,332	103,296 (480,000 thousand JPY)	12,912 (60,000 thousand JPY)
GOOD WILL INSTRUMENT EURO B.V.	548,332	6,283 (186 thousand EUR)	0
Total of the Company and its Subsidiaries		109,579	12,912

Attachment 4

GOOD WILL INSTRUMENT CO., LTD. The Status of Lending of Funds to Others December 31, 2023

			Unit: Thousand NTD
Lender	Limit of Amount of Loans to a Single Party	Amount of Loans	Actual Expenditure
TEXIO TECHNOLOGY CORPORATION	274,166	21,520 (100,000 thousand JPY)	21,520 (100,000 thousand JPY)
Prodigit Electronics Co., Ltd.	274,166	30,000	30,000
Total of the Company and its Subsidiaries		51,520	51,520

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, 2023 and 2022, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the 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 2023 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, 2023, the Company recognized revenue in the amount of NT$2,044,098 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, 2023, the Company’s net inventories amounted to NT$456,985 thousand, representing 13% 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$145,097 thousand and NT$639,814 thousand, representing 4% and 18% of total assets as of December 31, 2023 and 2022, respectively. The related shares of profit from the subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$15,220 thousand and NT$70,530 thousand, representing 3% and 15% of the income before tax for the years ended December 31, 2023 and 2022, respectively, and the related shares of other comprehensive income from the subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$(688) thousand and NT$18,532 thousand, representing 2% and 117% of the comprehensive income for the years ended December 31, 2023 and 2022, 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 2023 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 22, 2024

Notice to Readers

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

Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

As of December 31,	`％`	8 1 1 4 10 - 1 15 - - 40 - 43 16 - - 1 - 60 100
	2022	$294,544 27,418 12,391 157,617 374,816 116 25,864 529,772 9,561 4,036 1,436,135 2,189 1,549,362 583,776 - 9,227 35,109 3,407 2,183,070 $3,619,205
	`％`	7 - - 6 9 - 2 13 - - 37 - 45 17 - - 1 - 63 100
	2023	$250,067 2,908 9,240 197,140 320,274 257 53,224 456,985 5,088 1,821 1,297,004 2,189 1,559,735 590,905 8,788 8,736 41,022 6,327 2,217,702 $3,514,706
NOTE		4, 6(1) 4, 6(3), 8 4, 6(4), 6(17) 4, 6(5), 6(17) 4, 6(5), 6(17), 7 7 4, 6(6) 4, 6(2) 4, 6(7) 4, 6(8), 7, 8 4, 6(18) 4, 6(10) 4, 6(22) 4, 6(11)
ASSETS		Current assets Cash and cash equivalents Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivable - related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss - non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets Financial assets measured at amortized cost - current

As of December 31,	`％`	10 1 4 1 6 2 - - 24 1 - 2 - 3 27 40 - 11 3 22 36 (3) 73 100
	2022	$380,000 24,239 153,612 30,734 218,220 54,832 - 5,166 866,803 57,968 - 60,431 192 118,591 985,394 1,450,472 4,047 392,366 104,288 801,036 1,297,690 (118,398) 2,633,811 $3,619,205
	`％`	5 1 2 2 6 2 - - 18 2 - 2 - 4 22 41 - 12 3 26 41 (4) 78 100
	2023	$174,000 20,061 93,145 60,354 217,094 70,778 3,842 4,216 643,490 71,589 4,996 52,780 192 129,557 773,047 1,450,472 4,074 435,735 118,398 881,725 1,435,858 (148,745) 2,741,659 $3,514,706
NOTE		6(12) 6(16) 7 6(13), 7 4, 6(22) 4, 6(18) 4, 6(22) 4, 6(18) 4, 6(14) 4, 6(15)
LIABILITIES AND EQUITY		Current liabilities Short-term loans Contract liabilities - current Accounts payable Accounts payable - related parties 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 Capital stock Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Total equity Total liabilities and equity

English Translation of Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)	English Translation of Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)	English Translation of Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)	English Translation of Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)	English Translation of Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)	English Translation of Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)
Item	Note	For the years ended December 31,
		2023	%	2022	%
Operating revenues Operating costs Gross profit Unrealized intercompany profit Realized intercompany profit Net gross profit Operating expenses Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit gains (losses) Total operating expenses Operating income Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit of subsidiaries, 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 Share of other comprehensive income of subsidiaries, associates and joint ventures for using the equity method ,which will not be reclassified subsequently to profit or loss Remeasurements of defined benefit plans of subsidiaries, associates and joint ventures 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: Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures for using the equity method, which may be reclassified subsequently to profit or loss 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 Earnings per share (NT$) Earnings per share - basic Net income Earnings per share - diluted Net income	4, 6(16), 7 6(6), 6(19), 7 6(19) 6(17) 4, 6(18), 6(20), 7 6(20) 6(20) 4, 6(7) 4, 6(22) 6(21) 6(22) 6(22) 6(23)	$2,044,098 (1,137,777)	100 (56)	$2,021,388 (1,215,693)	100 (60)
		906,321 (152,053) 146,629	44 (7) 7	805,695 (146,629) 92,179	40 (7) 5
		900,897	44	751,245	38
		(165,956) (180,130) (197,821) 153	(8) (9) (10) -	(165,335) (181,159) (194,613) 214	(8) (9) (10) -
		(543,754)	(27)	(540,893)	(27)
		357,143	17	210,352	11
		16,295 (13,073) (4,536) 162,616	1 (1) - 8	16,580 33,588 (3,176) 224,400	1 2 - 11
		161,302	8	271,392	14
		518,445 (90,174)	25 (4)	481,744 (78,020)	25 (4)
		428,271	21	403,724	21
		628 (13,174) (510) (126) (21,467) 4,294	- (1) - - (1) -	32,693 (38,586) 3,810 (6,539) 30,595 (6,119)	2 (2) - - 2 -
		(30,355)	(2)	15,854	2
		$397,916	19	$419,578	23
		$2.95		$2.78
		$2.93		$2.75

~~19~~ The accompanying notes are an integral part of the parent company only		financial statements.

==> picture [461 x 666] intentionally omitted <==

For the years ended December 31,	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	82,491 212,053	$294,544
	2023	$- 24,510 - (39,835) 1,334 (2,920) - (3,073) - 1,286 112,040	93,342	- (206,000) - (2,740) (290,095) (4,732) 27	(503,540)	(44,477) 294,544		$250,067
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 Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits 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 Decrease in guarantee deposits Payments of lease liabilities Cash dividends paid Interest paid Other financing activities 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,	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) 135 2,143 (167,094) (2,513) (1,261) 8,117 (18,271) 21,694 22,551 1,981 (6,315)					41,501 (50,553)	(9,052)
	2023	$518,445 35,473 3,564 (153) (372) 4,536 (1,286) (162,616) (1,311) - 5,424 3,151 (39,370) 54,542 (141) (27,360) 72,787 4,473 2,215 (4,178) (60,467) 29,620 (930) (950) (7,023)					428,073 (62,352)	365,721
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 (gain) on disposal of property, plant and equipment Gain on disposal of investment property Unrealized intercompany profit Changes in operating assets and liabilities: Notes receivable Accounts receivable Account receivable-related parties Other receivables Other receivables-related parties 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, 2023 and 2022, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, 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, 2023 and 2022, and their consolidated financial performance and cash flows for the years ended December 31, 2023 and 2022, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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 2023 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, 2023, the Company and its subsidiaries recognized revenue in the amount of NT$3,024,731 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, 2023, the Company and its subsidiaries net inventories amounted to NT$984,952 thousand, representing 26% 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$145,213 thousand and NT$461,533 thousand, representing 4% and 12% of consolidated total assets as of December 31, 2023 and 2022, respectively, and total operating revenues of NT$251,055 thousand and NT$447,815 thousand, representing 8% and 16% of consolidated operating revenues for the years ended December 31, 2023 and 2022, 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, 2023 and 2022.

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 2023 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 22, 2024

Notice to Readers

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

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auding of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

As of December 31,	`％`	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
	`％`	14 2 1 1 5 16 - - 26 - - 65 - 2 - 24 1 2 - 3 2 1 35 100
	2023	$518,259 68,800 31,439 50,128 171,954 622,989 2,181 8,589 984,952 12,885 2,202 2,474,378 2,189 51,998 9,718 903,666 41,987 81,521 10,644 115,879 89,482 14,307 1,321,391 $3,795,769
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 4, 6(7) 4, 6(2) 4, 6(3) 4, 6(8) 4, 6(9), 8 4, 6(20) 4, 6(10) 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,	`％`	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
	`％`	5 1 - 6 9 2 - - 23 3 - 2 - 5 28 38 - 12 3 23 38 (4) 72 72 100
	2023	$184,760 34,000 4,704 204,723 331,312 86,001 16,181 12,181 873,862 96,318 16,861 54,049 13,020 180,248 1,054,110 1,450,472 4,074 435,735 118,398 881,725 1,435,858 (148,745) 2,741,659 2,741,659 $3,795,769
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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)	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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)	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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)	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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)	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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)	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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)
Item	Note	For theyears ended December 31,
		2023	%	2022	%
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(20), 6(22), 7 6(22) 6(22) 4, 6(8) 4, 6(24) 6(23) 6(24) 6(24) 6(25)	$3,024,731 (1,467,187)	100 (49)	$2,885,585 (1,440,023)	100 (50)
		1,557,544	51	1,445,562	50
		(475,519) (291,286) (244,351) (2,896)	(15) (10) (8) -	(468,496) (285,209) (240,705) (2,219)	(16) (10) (8) -
		(1,014,052)	(33)	(996,629)	(34)
		543,492	18	448,933	16
		53,938 (36,615) (5,380) (282)	1 (1) - -	50,130 34,984 (3,778) -	1 1 - -
		11,661	-	81,336	2
		555,153 (126,882)	18 (4)	530,269 (126,545)	18 (4)
		428,271	14	403,724	14
		118 (14,099) 799 (21,467) 4,294	- - - (1) -	36,503 (43,724) (1,401) 30,595 (6,119)	1 (2) - 1 -
		(30,355)	(1)	15,854	1
		$397,916	13	$419,578	15
		$428,271		$403,724
		$428,271		$403,724
		$397,916		$419,578
		$397,916		$419,578
		$2.95		$2.78
		$2.93		$2.75

The accompanyingnotes are an integralpart of the consolidated financial statements.

==> picture [468 x 712] intentionally omitted <==

For the years ended December 31,	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
	2023	$(1,317) (47,580) 24,510 - (55,489) 1,374 (4,854) - (3,681) - - 1,314 5,230 1,702	(78,791)	- (211,368) 222 (18,230) (290,095) (5,380) 27	(524,824)	(12,792)	(68,269) 586,528	$518,259
	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 Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits 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 Increase in guarantee deposits Payments of lease liabilities Cash dividends paid Interest paid Other financing activities 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,	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
	2023	$555,153 81,947 4,266 2,896 (372) 5,380 (5,230) (1,330) 282 (1,129) - (1,124) 19,439 (229) (69,760) 22,429 (6,925) 2,620 177,367 10,180 2,469 (28,374) (7,856) (77,631) (7,809) (6,758) (9,159)					660,742 (112,604)	548,138
Item		Cash flows from operating activities: Income before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation Amortization Expected credit losses 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 (gain) on disposal of property, plant and equipment Gain on disposal of investment property Gain on disposal of investments accounted for using the equity method Impairment losses on non-financial assets Gain from lease modifications Changes in operating assets and liabilities: Financial assts mandatorily 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 2023

Profit Distribution Table for 2023	Profit Distribution Table for 2023
Unit: Thousand NTD
Item	Amount
Undistributed beginningbalance	453,461,492
Add: Net income for theperiod	428,270,989
Less: Other comprehensive income - actuarial gains and losses on defined benefitplans(FY2022)	(7,751)
Less: Legal reserve	(42,826,324)
Less: Special reserve	(30,347,720)
Amount of distributable earnings	808,550,686
Distribution Items
Dividend to shareholders - cash(NT$2.2per share)	319,104,036
Undistributed endingbalance	489,446,650

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$2.2 per share are paid.
(2) The undistributed earnings at the end of the period were NT$50,127,401 before 1997 and NT$831,597,329 after 1998. The Company's principle of distributing earnings is to prioritize distributable earnings in 2023.
(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

List of Director Candidates

Nominee categories	Name	Educational (Experience)	Current Positions	Amount of shares held (unit: share)
Director	Lin Ching- Chang	East–West University MBA Good Will Instrument Co., Ltd. Chairman	Good Will Instrument Co., Ltd. Chairman	5,365,029
Director	Chang Chao- Ming	NEWPORT UNIVERSITY MBA Good Will Instrument Co., Ltd. Vice Chairman Good Will Instrument Co., Ltd. President	Good Will Instrument Co., Ltd. Vice Chairman Good Will Instrument Co., Ltd. President	2,168,478
Director	Lin Ching-Wen	HONOLULU UNIVERSITY MBA Good Will Instrument Co., Ltd. Vice Chairman	Good Will Instrument Co., Ltd. Vice Chairman	3,917,228
Director	Lin Yen Chih	Nanyang Technological University Institute of Singapore Chartered Certified Accountant Carrier Transicold Financial Analyst Zimmer Biomet Financial Director of China Wesley Business Consulting Pte. Ltd. Executive Director	Wesley Business Consulting Pte. Ltd. Executive Director	1,041,098
Director	Lin Hsiao-Chen	University of Illinois Urbana- Champaign	TaiMed Biologics Senior Manager	479,782

Nominee categories	Name	Educational (Experience)	Current Positions	Amount of shares held (unit: share)
Director	Hu Hui-Sen	Master of Information Management from National Taiwan University Director of the Friends of the Police Association of the Republic of China Executive Director of Taiwan Electrical and Electronics Industry Association Executive Director of China-Indonesia Cultural and Economic Association Executive Director of Tsinghua University Taiwan Alumni Association Policy Advisor of Taiwan Federation of Industry and Commerce Vice Chairman of the Solar Photovoltaic Power Generation System Business Association of the Republic of China Chairman of the Renewable Energy Business Association of the Republic of China	General Manager and Director of The Shinfox Energy Co., Ltd Chairman of FOXWELL POWER CO, LTD President of FIT Holding Co., Ltd Chairman of Foxwell Power Co., Ltd. Director of SFI Electronics Technology Inc Chairman of SHINFOX NATURAL GAS CO.,LTD Chairman of Kunshan Jiuwei (Co., Ltd.) Chairman of Jiuwei Power Co., Ltd. Chairman of Elegant Energy TECH Co., Ltd. Yuanshan Forest Natural Resources Chairman Chairman of Eastern Rainbow Engineering Co., Ltd. Chairman of SHIH FONG POWER CO., LTD. Chairman of Shinfox Far East Company Pte Ltd Independent director of EBM Technologies Independent Director of Gudeng Precision Industrial Co., LTD Director of UNICON OPTICAL CO. LTD. Director of APEX Wind Power	0

Nominee categories	Name	Educational (Experience)	Current Positions	Amount of shares held (unit: share)
			Equipment Manufacturing CO., LTD.
Independent Director	Teng Syh-Tang	Department of Business, National Taiwan University Department of Public Finance National Chengchi University Master Ernst & Young Global Limited CEO Professional associate professor at Soochow University	Good Will Instrument Co., Ltd. Independent Director Teng Syh-Tang Accounting Firm Accountant Grandsys Incorporation Independent Director Ten Ren Tea Co., Ltd. Independent Director GUS Technologies Independent Director Wafer Works Corporation (Shanhai) Independent Director	0
Independent Director	Pan Ching-Tsai	National Cheng Kung University Electrical Engineering, Bachelor's Degree Texas Tech University Master and Ph.D Chairperson and Dean of the Department of Electrical Engineering, National Tsing Hua University Director of the Institute of Electronics Engineering, National Tsing Hua University Director of the Computer Center, National Tsing Hua University Director of the Computer Center, Ministry of Education	Vice Chair person of the Electrical Engineering Terminology Review Committee, Ministry of Education Director of the Taiwan Product Testing and Certification Center, a corporate foundation Review Committee Member for the Energy Research and Development Commissioned Projects, Energy Bureau	0

Nominee categories	Name	Educational (Experience)	Current Positions	Amount of shares held (unit: share)
		Independent Director of Dafon Electronics
Independent Director	Lai Yen-Shin	Ph.D. in Electrical and Electronic Engineering, University of Bristol, England Lifetime Distinguished Chair Professor at National Taipei University of Technology President of the Power Electronics Association, Republic of China	Lifetime Distinguished Chair Professor at National Taipei University of Technology President of the Power Electronics Association, Republic of China	0

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 reelection.
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 thirtyfirst amendment was made on May 27, 2022.

Attachment 9

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

	GOOD WILL INSTRUMENT CO., LTD. Rules of Procedure for Shareholders’ Meetings
Article1	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.
Article2	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.
Article3	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 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 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.
Article3-1	To convene a virtual shareholders meeting, the Company shall include the follow
	particulars in 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 all proposals on meeting agenda of that
	shareholders meeting.
	(IV) Actions to be taken if the outcome of all proposals have been announced and
	extraordinary motion has not been carried out.
	III. To convene a virtual-only shareholders meeting, appropriate alternative measures
	available to shareholders with difficulties in attending a virtual shareholders
	meeting online shall be specified.
Article4	The chair shall call the meeting to order at the appointed meeting time and disclose
	information concerning the number of nonvoting shares and number of shares
	represented by shareholders attending the meeting. However, when the attending
	shareholders do not represent a majority of the total number of issued shares, the chair
	may announce a postponement, provided that no more than two such postponements, for
	a combined total of no more than one hour, may be made. If the quorum is not met after
	two postponements and the attending shareholders still represent less than one third of
	the total number of issued shares, the chair shall declare the meeting adjourned. In the
	event of a virtual shareholders meeting, the Company shall also declare the meeting
	adjourned at the virtual meeting platform. If the quorum is not met after two
	postponements as referred to in the preceding paragraph, but the attending shareholders
	represent one third or more of the total number of issued shares, a tentative resolution
	may be adopted pursuant to Article 175, paragraph 1 of the Company Act. 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 174 of the Company Act.
Article5	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.
Article6	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.
	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.
Article7	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.
Article8	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.
Article9	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.
Article10	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.
Article11	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 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.
Article12	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
Article13	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 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 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

Article14 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. Article15 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 the preceding paragraph, the start time
	and end time of the shareholders meeting, how the meeting is convened, the chair's and
	secretary's name, and actions to be taken in the event of disruption to the virtual meeting
	platform or participation in the meeting online due to natural disasters, accidents or other
	force majeure events, and how issues are dealt with shall also be included in the minutes.
	When convening a virtual-only shareholder meeting, other than compliance with the
	requirements in the preceding paragraph, the Company shall specify in the meeting
	minutes alternative measures available to shareholders with difficulties in attending a
	virtual-only shareholders meeting online.
Article16	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.
Article17	In the event of a virtual shareholders meeting, the Company shall disclose real-time
	results of votes and election immediately after the end of the voting session on the virtual
	meeting platform according to the regulations, and this disclosure shall continue at least
	15 minutes after the chair has announced the meeting adjourned.
Article18	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.
Article19	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 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 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 Article20 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.

Article21 These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

Attachment 10

Rules for Director Elections

Article	1	Except as otherwise provided by law and regulation or by this
		Corporation's articles of incorporation, elections of directors shall
		be conducted in accordance with these Procedures.
Article	2	Elections of directors at this Corporation shall be conducted in
		accordance with the candidate nomination system and procedures
		set out in Article 192-1 of the Company Act.
		When the number of directors falls below five due to the dismissal
		of a director for any reason, this Corporation shall hold a by-
		election to fill the vacancy at its next shareholders meeting. When
		the number of directors falls short by one third of the total number
		prescribed in this Corporation’s articles of incorporation, this
		Corporation shall call a special shareholders meeting within 60
		days from the date of occurrence to hold a by-election to fill the
		vacancies.
		When the number of independent directors falls below that required
		under the proviso of Article 14-2, paragraph 1 of the Securities and
		Exchange Act, a by-election shall be held at the next shareholders
		meeting to fill the vacancy. When the independent directors are
		dismissed en masse, a special shareholders meeting shall be called
		within 60 days from the date of occurrence to hold a by-election to
		fill the vacancies.
Article	3	The number of directors will be as specified in this Corporation's
		articles of incorporation, with voting rights separately calculated
		for independent and non-independent director positions. Those
		receiving ballots representing the highest numbers of voting rights
		will be elected sequentially according to their respective numbers
		of votes. When two or more persons receive the same number of
		votes, thus exceeding the specified number of positions, they shall
		draw lots to determine the winner, with the chair drawing lots on
		behalf of any person not in attendance.
Article	4	The board of directors shall prepare separate ballots for directors in
		numbers corresponding to the directors or supervisors to be elected.
		The number of voting rights associated with each ballot shall be
		specified on the ballots, which shall then be distributed to the
		attending shareholders at the shareholders meeting. Attendance
		card numbers printed on the ballots may be used instead of
		recording the names of voting shareholders.
Article	5	Before the election begins, the chair shall appoint a number of
		persons with shareholder status to perform the respective duties of
		vote monitoring and counting personnel.
Article	6	The ballot boxes shall be prepared by the board of directors and
		publicly checked by the vote monitoring personnel before voting
		commences.
Article	7	Delete
Article	8	A ballot is invalid under any of the following circumstances:
		1. The ballot was not prepared by a person with the right to
		convene.

A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot does not conform to the director candidate list.
Other words or marks are entered in addition to the number of voting rights allotted.

Article 9 After the voting is completed, the votes will be opened and counted on the site, supervised by the scrutineers, and the election results will be announced by the chairman on the site. Article 10 Delete Article 11 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

Attachment 11

GOOD WILL INSTRUMENT CO., LTD. Directors' Shareholdings

(I) As of April 01, 2024, 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 of shareholders:

Total number of shares held	Number of shares legally authorized to be held	Number of shares entered in the register of shareholders
Director	8,702,837	13,131,529

(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 at the	Number of shares held as of 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
							5,365,029		3.70%
Chairman	Lin Ching-Chang	July 28, 2021	3 Years	10,715,029		7.39%

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

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

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

							1,041,098		0.71%
Director	LIN YEN CHIH	July 28, 2021	3 Years	761,098		0.52%

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

Independent							12,914		0.01%
	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%	13,131,529		9.06%

AI assistant

GW — AGM Information 2024

52071_rns_2024-08-08_1a7fa4cc-58cb-4c94-a6b4-a6ef77abd7ac.pdf

The 2024 Annual Meeting of Shareholders

Meeting Handbook

Table of Contents

GOOD WILL INSTRUMENT CO., LTD. Procedures for the 2024 Annual Meeting of Shareholders

1. Call the Meeting to Order

4. Approval Items

5. Elections

6. Questions and Motions

7. Adjournment

GOOD WILL INSTRUMENT CO., LTD. Agenda for the 2024 Annual Meeting of Shareholders

Management Presentation

1. 2023 Business Report.

Approval Items

Proposal 1

Proposal 2

Elections

Proposal 1

Questions and Motions

Adjournment

Business Report

Dear Shareholders,

I. Operational Results for 2023

(1) Implementation of Business Plans

(2) Budget Execution

(3) Financial Revenue and Profitability Analysis

(4) Research and Development Status

II. Summary of Business Plan for 2024

(1) Business Policies and Expected Sales Quantities

(2) Important Production and Sales Policies

Audit Committee Review Report

To

Independent Auditors’ Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

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

Notice to Readers

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

Notice to Readers

GOOD WILL INSTRUMENT CO., LTD.

Profit Distribution Table for 2023

List of Director Candidates

GOOD WILL INSTRUMENT CO., LTD. Articles of Incorporation

Chapter 1 General Provisions

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

Rules for Director Elections

GOOD WILL INSTRUMENT CO., LTD. Directors' Shareholdings

More from GW

GW AGM Information 2024