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GW AGM Information 2025

May 29, 2025

52071_rns_2025-05-29_7e249df4-e695-4757-9e6e-90229ba85b1c.pdf

AGM Information

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GOOD WILL INSTRUMENT CO., LTD. 2025 Annual Meeting Minutes

Time: 9 am, Thursday May 29, 2025

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

Meeting Format: In-Person Shareholders' Meeting

  • Attendance: The total number of shares represented by all shareholders and proxies was 89,675,221 (including 86,401,398 shares voted electronically), accounting for 61.82% of the Company’s 145,047,289 outstanding shares. This constituted a quorum. Among the Company’s nine directors, six directors attended the Annual General Meeting in person, including Chairman Lin Ching-Chang, Director Chang Chao-Ming, Director Lin Ching-Wen, Independent Director Teng Syh-Tang (Convener of the Audit Committee), Independent Director Pan Ching-Tsai, and Independent Director Lai Yen-Shin, which more than half of the board seats.

Also in attendance: CPA Liu Hui Yuan

Chairperson: Director & Chairman Lin Ching-Chang

Minute Recorder: Kung Hui-Hua

  1. Call the Meeting to Order: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

  2. Chairperson’s Remark: (omitted)

  3. Management Presentation

  4. (1) 2024 Business Report. (please refer to the attachment)

1

  • (2) 2024 Audit Committee Review Report. (please refer to the attachment)

  • (3) Report on Endorsements/Guarantees and Lending of Funds to Others. (please refer to the Meeting Handbook)

  • (4) The report on the distribution of employees' and directors' remuneration for 2024. (please refer to the Meeting Handbook)

  • (5) Report on cash dividends from earnings for 2024. (please refer to the Meeting Handbook)

  • Approval Items

Proposal 1 (Proposed by the Board of Directors)

  • Summary: Adoption of the Business Report and Financial Statements for 2024.

  • Explanation: (1) The Company's 2024 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) For the Business Report, the Independent Auditors’ Report and the above-mentioned financial statements, please refer to the attachment.

  • (3) Please approve.

(No questions were raised by shareholders regarding this proposal.) Resolution: The voting result for this proposal is as follows:

Voting rights represented by shareholders present at the time of voting (including electronic votes): 89,675,221 votes.

Voting
Method
In-person &
Proxy
Electronic
Voting
Total Percentage
Votes in
Favor
3,256,000 83,726,216 86,982,216 96.99%

2

Votes
Against
0 11,919 11,919 0.01%
Invalid Votes 0 0 0 0.00%
Abstentions/
Not Voted
17,823 2,663,263 2,681,086 2.98%

The proposal was approved as submitted by a vote of the shareholders present.

Proposal 2 (Proposed by the Board of Directors)

Summary: Adoption of the 2024 appropriation of earnings. Explanation: (1) For the Profit Distribution Table for 2024, please refer to the attachment.

(2) Please approve.

(No questions were raised by shareholders regarding this proposal.) Resolution: The voting result for this proposal is as follows: Voting rights represented by shareholders present at the time of voting (including electronic votes): 89,675,221 votes.

Voting
Method
In-person &
Proxy
Electronic
Voting
Total Percentage
Votes in
Favor
3,256,000 83,864,716 87,120,716 97.15%
Votes
Against
0 12,419 12,419 0.01%
Invalid Votes 0 0 0 0.00%
Abstentions/
Not Voted
17,823 2,524,263 2,542,086 2.83%

The proposal was approved as submitted by a vote of the shareholders present.

5. Discussion Items

Proposal 1 (Proposed by the Board of Directors)

Proposal: Discussion of amendments to the “Articles of . Incorporation”

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

3

regulations, it is proposed to amend certain provisions of the Company’s " Articles of Incorporation ".

(2) For a comparison of the provisions of the " Articles of Incorporation " before and after the amendment, please refer to the attachment.

  • (3) Please discuss.

(No questions were raised by shareholders regarding this proposal.) Resolution: The voting result for this proposal is as follows: Voting rights represented by shareholders present at the time of voting (including electronic votes): 89,675,221 votes.

Voting
Method
In-person &
Proxy
Electronic
Voting
Total Percentage
Votes in
Favor
3,256,000 83,863,571 87,119,571 97.15%
Votes
Against
0 13,564 13,564 0.01%
Invalid Votes 0 0 0 0.00%
Abstentions/
Not Voted
17,823 2,524,263 2,542,086 2.83%

The proposal was approved as submitted by a vote of the shareholders present.

  1. Questions and Motions: The Chair inquired of all shareholders present, and no motions were raised.

  2. Adjournment: The meeting was adjourned at 9:16 a.m. on the same day, as announced by the Chair and approved unanimously by all shareholders present without objection.

4

Attachment

Business Report

Dear Shareholders,

The operational results for 2024 and the business plan for 2025 are reported as follows:

I. Operational Results for 2024

(1) Business Performance

In 2024, consolidated revenue reached NT$2.789 billion, representing an 8% decline compared to 2023. In response to market demand changes and a competitive environment, the company continued to optimize product competitiveness and operational strategies to maintain stable operations.

(2) Research & Development

R&D resources have been integrated into emerging industries such as new energy, electric vehicles, and AI. Additionally, the Nanjing R&D team has been incorporated into the global R&D collaboration system to enhance product development competitiveness. Newly launched products in 2024 include GDS-3000A-4CH, GSP-8000, GPE-3060/6030, and GPT-15012.

(3) Production Management

To reduce production costs, the company continued to implement productivity improvement projects. By enhancing CELL workstation operations and utilizing the Smart eVision data management system for real-time monitoring, production efficiency was significantly improved. By the end of 2024, a 5% cost reduction had been achieved.

(4) Other Key Initiatives

  1. Corporate Mergers & Integrations: Completed the relocation and renovation of Boji’s factory while integrating its human resources.

  2. Legal & Compliance Management: Hosted a legal seminar on trade secrets and workplace misconduct to enhance corporate compliance awareness.

  3. ESG & Sustainability: Implemented carbon footprint assessment, IFRS self-preparation, and process improvements to strengthen sustainability management.

  4. Information Security & Digital Transformation: Enforced ISO-27001 information security management, optimized network architecture, and enhanced digital capabilities.

  5. Internal Management & Optimization: Launched a 5S project for space planning, project progress control, and environmental organization to improve operational efficiency.

(5) Budget Execution

The company did not publicly disclose financial forecasts for 2024.

(6) Financial Performance Analysis (Unit: NT$ thousand; %)

5

Unit: Thousand New Taiwan Dollars; %

Item/Year 2024 2023 Change %
Financial
Revenue
Operating Income 2,788,781 3,024,731 (7.8)
OperatingGross
Profit
1,439,869 1,557,544 (7.6)
Net Profit after Tax 351,131 428,271 (18.0)
Profitability Return on Assets (%) 9.61 11.11 (13.5)
Return on Equity
(%)
12.64 15.93 (20.7)
Net Profit Margin
(%)
12.59 14.16 (11.1)
Earnings per Share
(NTD)
2.42 2.95 (18.0)

II. Business Plan for 2025

(1) Management Strategies & Expected Sales

  1. Enhancing Group Productivity: Improving operational efficiency by reducing expenses and streamlining workforce.

  2. Market Strategy: A balanced approach to product strategy, maintaining stability for some product lines while aggressively expanding into new energy and electric vehicle sectors.

(2) Overseas Market Expansion

  1. Strengthening Non-China Markets: Expanding workforce in the U.S., Europe, Korea, and India to increase market penetration.

  2. Converting Technical Support into Revenue: Transitioning technical personnel in Japan into sales roles to strengthen business expansion in the region.

(3) Key Production & Sales Policies

  1. Market Penetration of Strategic Products: Including strategic and new energy products in MBO evaluations to incentivize outstanding personnel.

  2. Flexible Pricing Strategy: Ensuring annual gross profit while adopting dynamic pricing to enhance market competitiveness.

  3. Balanced Approach Between Distribution & Direct Sales: Strengthening conflict management, promoting online marketing, and increasing brand influence.

III. Future Development Strategy & External Factors

(1) Future Development Strategy

  1. Expanding Product Lines: Leveraging OEM/ODM partnerships to complete product portfolios and provide one-stop solutions.

  2. Strategic Alliances: Deepening collaborations with industry partners, sharing resources, and making mutual investments.

  3. M&A Opportunities: Evaluating strategic mergers and acquisitions to enhance market competitiveness.

6

(2) External Competitive, Regulatory, & Economic Environment

  1. Strengthening Compliance & Corporate Culture: Hosting legal seminars to enhance workplace integrity and regulatory awareness.

  2. Corporate Sustainability & Information Security: Implementing ISO-27001, promoting digital transformation, and obtaining the updated ISO/IEC 27001:2022 certification.

We sincerely appreciate the continued support and trust from our shareholders. As we approach the company’s 50th anniversary, we have commenced exterior and landscape renovations at our headquarters to provide a better working environment for employees.

We believe that with the collective efforts of all colleagues, the company will achieve even greater success in the coming year. Lastly, we wish all shareholders good health and prosperity.

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

7

Attachment

Audit Committee Review Report

The Board of Directors has issued the Company's 2024 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. 2025 Annual Meeting of Shareholders

GOOD WILL INSTRUMENT CO., LTD.

Audit Committee Convener: Teng Syh-Tang

February 26, 2025

8

Attachment

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, 2024 and 2023, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and notes to the parent company only financial statements, including the summary of material accounting policies (together “the parent company only financial statements”).

In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 report of the other auditors we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis Matter – Organizational Restructuring

As disclosed in Notes 4.(22), and 6.(7) to the financial statements, Good Will Instrument Co., Ltd. completed a simplified merger with its subsidiary, Prodigit Electronics Co., Ltd., through an absorption-type merger on December 31, 2024. In accordance with the accounting policy guidance provided in the Q&A on "Accounting Treatment for Business Combinations Under Common Control," issued by the Accounting Research and Development Foundation of the Republic of China (Taiwan) on October 26, 2018, the book value method was applied. The merger was treated as if it had been in effect from the beginning, and the 2023 standalone financial statements were retrospectively restated. We did not modify our audit opinion as a result.

9

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2024 parent company only financial statements. These matters were addressed in the context of our audit of the the parent company 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, 2024, the Company recognized revenue in the amount of NT$2,211,994 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, 2024, the Company’s net inventories amounted to NT$455,174 thousand, representing 14% 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.

10

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 Other 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 the other auditors. These subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$145,097 thousand, representing 4% of total assets as of December 31, 2023. The related shares of profit from the subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$15,220 thousand, representing 3% of the income before tax for the year ended December 31, 2023, and the related shares of other comprehensive (loss) income of the subsidiaries, associates and joint ventures for using the equity method amounted to NT$(688) thousand, representing 2% of the other comprehensive income for the year ended December 31, 2023.

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.

11

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

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

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

12

  1. 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 2024 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Liu, Hui-Yuan

Yang, Chih-Huei

Ernst & Young, Taiwan

February 26, 2025

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.

13

English Translation of Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

ASSETS NOTE As of December 31, As of December 31, As of December 31, As of December 31,
2024 2023 (restated)
Current assets
Cash and cash equivalents
Financial assets measured at amortized cost - current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties, net
Other receivables
Other receivables - related parties
Current income 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
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
4, 6(1)
4, 6(3), 8
4, 6(4), 6(18)
4, 6(5), 6(18)
4, 6(5), 6(18), 7
7
4
4, 6(6)
4, 6(2)
4, 6(7)
4, 6(8), 7, 8
4, 6(19)
4, 6(9), 8
4, 6(10)
4, 6(11)
4, 6(23)
4, 6(12)
$283,211
-
6,851
194,633
365,874
587
1,983
5,521
455,174
3,821
1,407
1,319,062
2,189
1,043,512
607,270
4,929
182,690
9,553
85,879
24,556
34,498
1,995,076
$3,314,138
9
-
-
6
11
-
-
-
14
-
-
40
-
31
18
-
6
-
3
1
1
60
100
$306,258
2,908
9,307
222,786
320,749
274
23,192
5,501
578,832
6,682
1,817
1,478,306
2,189
1,108,805
780,893
8,788
-
10,104
115,879
41,152
6,331
2,074,141
$3,552,447
9
-
-
6
9
-
1
-
17
-
-
42
-
31
22
-
-
-
4
1
-
58
100

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

14

English Translation of Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS (CONTINUED) December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

LIABILITIES AND EQUITY NOTE As of December 31, As of December 31, As of December 31, As of December 31,
2024 2023 (restated)
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 liabilitiesnon-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
6(13)
6(17)
7
6(14), 7
4
4, 6(19)
4, 6(23)
4, 6(19)
4, 6(15)
4, 6(16)
$-
34,606
100,014
24,763
219,394
34,703
3,904
2,862
420,246
61,100
1,093
18,557
169
80,919
501,165
1,450,472
4,157
478,561
148,746
862,683
1,489,990
(131,646)
2,812,973
$3,314,138
-
1
2
1
7
1
-
-
12
2
-
1
-
3
15
44
-
14
4
27
45
(4)
85
100
$174,000
21,884
106,514
52,397
240,296
70,778
3,842
4,956
674,667
76,881
4,996
54,049
195
136,121
810,788
1,450,472
4,074
435,735
118,398
881,725
1,435,858
(148,745)
2,741,659
$3,552,447
5
1
3
2
1
7
-
-
19
2
-
2
-
4
23
41
-
12
3
25
40
(4)
77
100

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

15

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, 2024 and 2023

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

Item Note For theyears ended December 31, For theyears ended December 31, For theyears ended December 31, For theyears ended December 31,
2024 % 2023
(restated)
%
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 losses
Total operating expenses
Operating income
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
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 (loss) of subsidiaries, associates and
joint ventures accounted for using the equity method ,which will not be
reclassified subsequently to profit or loss
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 accounted 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
Share of profit of subsidiaries, associates and joint ventures accounted
4, 6(17), 7
6(6), 6(20), 7
6(20)
6(18)
4, 6(19), 6(21), 7
6(21)
6(21)
4, 6(7)
4, 6(23)
6(22)
6(23)
6(23)
6(24)
$2,211,994
(1,172,761)
1,039,233
(170,161)
152,053
1,021,125
(186,185)
(186,042)
(225,103)
(1,524)
(598,854)
422,271
16,439
(4,864)
(1,445)
4,243
14,373
436,644
(85,513)
351,131
27,631
(7,487)
(5,526)
30,733
(6,147)
39,204
$390,335
$2.42
$2.40
100
(53)
47
(8)
7
46
(9)
(8)
(10)
-
(27)
19
1
-
-
-
1
20
(4)
16
1
-
-
1
-
2
18
$2,203,598
(1,216,012)
987,586
(152,053)
146,629
982,162
(186,958)
(194,211)
(223,871)
(487)
(605,527)
376,635
19,568
(32,996)
(4,535)
166,784
148,821
525,456
(97,185)
428,271
118
(13,174)
(126)
(21,467)
4,294
(30,355)
$397,916
$2.95
$2.93
100
(55)
45
(7)
7
45
(9)
(9)
(10)
-
(28)
17
1
(2)
-
8
7
24
(4)
20
-
(1)
-
(1)
-
(2)
18

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

16

English Translation of Financial Statements Originally Issued in Chinese

GOOD WILL INSTRUMENT CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2024 and 2023

Item Common stock Capital surplus Retained earnings Retained earnings Other component of equity Other component of equity Total equity
Legal reserve Special reserve Unappropriated
retained
earnings
Exchange
differences
resulting from
translating the
financial
statements of
foreign operations
Unrealized gains
(losses) on
financial
assets at fair value
through other
comprehensive
income
Appropriations and distributions of 2022 retained earnings:
Legal reserve
Special reserve
Cash dividends
Other changes in the amount of capital surplus
Net income for the year ended December 31, 2023
Balance as of December 31, 2023 (restated)
Appropriations and distributions of 2023 retained earnings:
Legal reserve
Special reserve
Cash dividends
Other changes in the amount of capital surplus
Net income for the year ended December 31, 2024
Balance as of December 31, 2024
Balance as of January 1, 2024
Other comprehensive income (loss) for the year ended December 31,
Total comprehensive income (loss) for the year ended December 31, 2024
Balance as of January 1, 2023 (restated)
Other comprehensive income (loss) for the year ended December 31,
Total comprehensive income (loss) for the year ended December 31, 2023
Other changes in capital surplus
Other changes in capital surplus
$1,450,472
-
$1,450,472
$1,450,472
-
$1,450,472
$4,047
27
-
$4,074
$4,074
83
-
$4,157
$392,366
43,369
-
$435,735
$435,735
42,826
-
$478,561
$104,288
14,110
-
$118,398
$118,398
30,348
-
$148,746
$801,036
(43,369)
(14,110)
(290,095)
428,271
(8)
428,263
$881,725
$881,725
(42,826)
(30,348)
(319,104)
351,131
22,105
373,236
$862,683
$(90,064)
(17,173)
(17,173)
$(107,237)
$(107,237)
24,586
24,586
$(82,651)
$(28,334)
(13,174)
(13,174)
$(41,508)
$(41,508)
(7,487)
(7,487)
$(48,995)
$2,633,811
-
-
(290,095)
27
428,271
(30,355)
397,916
$2,741,659
$2,741,659
-
-
(319,104)
83
351,131
39,204
390,335
$2,812,973

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

17

English Translation of Financial Statements Originally Issued in Chinese

GOOD WILL INSTRUMENT CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Item For theyears ended December 31, For theyears ended December 31, Item For theyears ended December 31, For theyears ended December 31,
2024 2023(restated) 2024 2023(restated)
Cash flows from operating activities:
Income before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation
Amortization
Gains on financial assets at fair value through profit or loss
Interest expenses
Interest income
for using the equity method
Gains on disposal of property, plant and equipment
Gain on disposal of investment property
Impairment loss of non-financial assets
Unrealized intercompany profit
Changes in operating assets and liabilities:
Notes receivable
Accounts receivable
Accounts 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 provided by operating activities
Expected credit losses
Share of profit of subsidiaries, associates and joint ventures accounted
$436,644
41,859
4,588
1,524
(300)
1,445
(2,455)
(4,243)
(159)
-
30,000
18,108
2,456
26,629
(45,125)
(313)
21,209
123,888
2,861
410
12,722
(6,500)
(27,634)
(20,902)
(2,094)
(7,861)
606,757
(132,466)
474,291
$525,456
38,814
4,168
487
(372)
4,535
(1,681)
(166,784)
(1,144)
(1,124)
19,439
5,424
3,131
(34,103)
70,580
(17)
2,672
70,733
4,934
2,230
(4,675)
(71,873)
32,667
(6,133)
(1,546)
(9,159)
Cash flows from investing activities:
Proceeds from disposal of financial assets measured at amortized cost
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Increase in other non-current assets
Interest received
Dividends received
Net cash provided by investing activities
Cash flows from financing activities:
Decrease in short-term loans
Decrease in guarantee deposits
Repayment for thr principal portion of lease liabilities
Cash dividends paid
Interest paid
Other financing activities
Net cash (used in) financing activities
Net (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
2,908
(47,352)
214
(159)
(4,037)
(28,008)
2,455
74,974
995
(174,000)
(26)
(3,841)
(319,104)
(1,445)
83
(498,333)
(23,047)
306,258
$283,211
24,510
(43,568)
1,333
(2,884)
(3,073)
-
1,681
59,779
37,778
(206,000)
(1)
(2,740)
(290,095)
(4,721)
27
(503,530)
(56,090)
362,348
486,659
(76,997)
409,662 $306,258

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

18

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, 2024 and 2023, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).

In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other 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, 2024 and 2023, and their consolidated financial performance and cash flows for the years ended December 31, 2024 and 2023, 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 the 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 2024 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.

19

Revenue recognition

For the year ended December 31, 2024, the Company and its subsidiaries recognized revenue in the amount of NT$2,788,781 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 consolidated financial statements.

Valuation of inventories

As of December 31, 2024, the Company and its subsidiaries net inventories amounted to NT$809,747 thousand, representing 23% 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.

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.

20

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 Other Auditors

We did not audit the financial statements of certain consolidated subsidiaries, which statements reflect total assets of NT$145,213 thousand, representing 4% of consolidated total assets as of December 31, 2023, and total operating revenues of NT$251,055 thousand, representing 8% of consolidated operating revenues for the year ended December 31, 2023. 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 the other auditors.

Other Matter – parent company only financial statements

We have audited and expressed an unqualified opinion including an Emphasis Matter paragraph on the parent company only financial statements of the Company as of and for the year ended December 31, 2024. 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 year ended December 31, 2023.

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.

21

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

  5. 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.

22

  1. 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.

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

Liu, Hui-Yuan

Yang, Chih-Huei

Ernst & Young, Taiwan February 26, 2025

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 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.

23

English Translation of Consolidated Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

ASSETS NOTE As of December 31, As of December 31, As of December 31, As of December 31,
2024 2023
Current assets
Cash and cash equivalents
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 at fair value through profit or loss - current
Financial assets at fair value through other comprehensive income - current
Financial assets measured at amortized cost - current
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), 8
4, 6(11)
4, 6(11), 6(12)
4, 6(24)
4, 6(13)
$482,256
84,550
31,658
13,350
169,768
641,024
2,833
13,004
809,747
9,837
2,500
2,260,527
2,189
46,338
9,093
731,677
41,665
259,241
9,968
85,879
72,260
43,246
1,301,556
$3,562,083
14
2
1
-
5
18
-
-
23
-
-
63
-
1
-
21
1
7
-
3
2
2
37
100
$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
14
2
1
1
5
16
-
-
26
-
-
65
-
2
-
24
1
2
-
3
2
1
35
100

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

24

English Translation of Consolidated Financial Statements Originally Issued in Chinese

GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONTINUED) December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

LIABILITIES AND EQUITY NOTE As of December 31, As of December 31, As of December 31, As of December 31,
2024 2023
Current liabilities
Short-term loans
Contract liabilities - current
Notes payable
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 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
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)
$20,790
35,921
4,758
175,361
5,469
318,098
36,067
19,509
7,675
623,648
80,045
13,650
18,557
13,210
125,462
749,110
1,450,472
4,157
478,561
148,746
862,683
1,489,990
(131,646)
2,812,973
2,812,973
$3,562,083
1
1
-
5
-
9
1
1
-
18
2
-
1
-
3
21
41
-
14
4
24
42
(4)
79
79
100
$184,760
34,000
4,704
201,813
2,910
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
5
1
-
6
-
9
2
-
-
23
3
-
2
-
5
28
38
-
12
3
23
38
(4)
72
72
100

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

25

English Translation of Consolidated Financial Statements Originally Issued in Chinese

GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2024 and 2023

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

Item Note For the years ended December 31, For the years ended December 31, For the years ended December 31, For the years ended December 31,
2024 % 2023 %
Operating revenues
Operating costs
Gross profit
Operating expenses
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit (losses)
Total operating expenses
Operating income
Non-operating income and expenses
Other income
Other losses and gains
Finance costs
Share of loss of 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
Earnings per share - diluted
4, 6(18), 7
6(7),6(21), 7
6(20), 6(21)
6(19)
4, 6(20), 6(22)
6(22)
6(22)
4, 6(8)
4, 6(24)
6(23)
6(24)
6(24)
6(25)
$2,788,781
(1,348,912)
1,439,869
(483,054)
(275,664)
(261,868)
(7,232)
(1,027,818)
412,051
51,970
(14,280)
(3,041)
(625)
34,024
446,075
(94,944)
351,131
27,631
(7,502)
(5,511)
30,733
(6,147)
39,204
$390,335
$351,131
$390,335
$2.42
$2.40
100
(48)
52
(17)
(10)
(10)
-
(37)
15
2
(1)
-
-
1
16
(3)
13
-
-
-
1
-
1
14
$3,024,731
(1,467,187)
1,557,544
(475,519)
(291,286)
(244,351)
(2,896)
(1,014,052)
543,492
53,938
(36,615)
(5,380)
(282)
11,661
555,153
(126,882)
428,271
118
(14,099)
799
(21,467)
4,294
(30,355)
$397,916
$428,271
$397,916
$2.95
$2.93
100
(49)
51
(15)
(10)
(8)
-
(33)
18
1
(1)
-
-
-
18
(4)
14
-
-
-
(1)
-
(1)
13

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

26

English Translation of Consolidated Financial Statements Originally Issued in Chinese

GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Item Equityattributable to theparent company Equityattributable to theparent company Equityattributable to theparent company Total equity
Common stock Capital surplus Retained earnings Other component of equity
Legal reserve Special reserve Unappropriated
retained earnings
Exchange
differences
resulting from
translating the
financial
statements of
foreign operations
Unrealized gains
(losses) on
financial
assets at fair value
through other
comprehensive
income
Legal reserve
Special reserve
Cash dividends
Other changes in the amount of capital surplus
Net income for the year ended December 31, 2023
Other comprehensive income (loss) for the year ended December 31, 2023
Balance as of December 31, 2023
Appropriations and distributions of 2023 retained earnings:
Legal reserve
Special reserve
Cash dividends
Other changes in the amount of capital surplus
Net income for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31, 2024
Balance as of December 31, 2024
Balance as of January 1, 2024
Total comprehensive income (loss) for the year ended December 31, 2024
Balance as of January 1, 2023
Total comprehensive income (loss) for the year ended December 31, 2023
Appropriations and distributions of 2022 retained earnings:
Other changes in capital surplus
Other changes in capital surplus
$1,450,472
-
$1,450,472
$1,450,472
-
$1,450,472
$4,047
27
$392,366
43,369
-
$435,735
$435,735
42,826
-
$478,561
$104,288
14,110
-
$118,398
$118,398
30,348
-
$148,746
$801,036
(43,369)
(14,110)
(290,095)
428,271
(8)
428,263
$881,725
$881,725
(42,826)
(30,348)
(319,104)
351,131
22,105
373,236
$862,683
$(90,064)
(17,173)
(17,173)
$(107,237)
$(107,237)
24,586
24,586
$(82,651)
$(28,334)
(13,174)
(13,174)
$(41,508)
$(41,508)
(7,487)
(7,487)
$(48,995)
$2,633,811
-
-
(290,095)
27
428,271
(30,355)
- 397,916
$4,074 $2,741,659
$4,074
83
$2,741,659
-
-
(319,104)
83
351,131
39,204
- 390,335
$4,157 $2,812,973

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

27

English Translation of Consolidated Financial Statements Originally Issued in Chinese

GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Item For theyears ended December 31, For theyears ended December 31, Item For theyears ended December 31, For theyears ended December 31,
2024 2023 2024 2023
Cash flows from operating activities:
Income before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation
Amortization
Interest expenses
Interest income
Dividend income
Share of loss of associates and joint ventures accounted for using the equity method
Losses (gains) on disposal of property, plant and equipment
Gains on disposal of investments accounted for using the equity method
Impairment loss of non-financial assets
Gain from lease modifications
Changes in operating assets and liabilities:
Financial assets 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
Accounts payable-related parties
Other payables
Other current liabilities
Net defined benefit liabilities
Cash inflow generated from operations
Income tax paid
Net cash provided by operating activities
Gains on financial assets at fair value through profit
Expected credit losses
$446,075
85,336
4,705
7,232
(300)
3,041
(7,938)
(1,415)
625
17
-
30,000
-
(13,320)
2,186
(25,478)
(652)
175,205
3,048
(298)
1,921
54
(26,452)
2,559
(13,214)
(4,506)
(7,861)
$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)
(75,564)
(2,067)
(7,809)
(6,758)
(9,159)
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Acquisition of financial assets measured at amortized cost
Proceeds from disposal of financial assets measured at amortized cost
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
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:
Decrease in short-term loans
Guarantee deposits received
Repayment for thr principal portion 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 (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
$(1,398)
-
37,378
(63,583)
241
(961)
(4,044)
(27,978)
-
7,938
1,715
$(1,317)
(47,580)
24,510
(55,489)
1,374
(4,854)
(3,681)
-
1,314
5,230
1,702
(50,692) (78,791)
(163,970)
190
(21,652)
(319,104)
(3,041)
83
(211,368)
222
(18,230)
(290,095)
(5,380)
27
(507,494) (524,824)
21,615 (12,792)
660,570
(160,002)
660,742
(112,604)
(36,003)
518,259
(68,269)
586,528
500,568 548,138 $482,256 $518,259

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

28

Attachment

GOOD WILL INSTRUMENT CO., LTD.

Profit Distribution Table for 2024

Profit Distribution Table for 2024 Profit Distribution Table for 2024
Unit: Thousand NTD
Item Amount
Undistributed beginningbalance 489,446,650
Add: Net income for theperiod 351,130,749
Add: Other comprehensive income - actuarial gains and losses on
defined benefitplans(FY2024)
22,104,600
Less: Legal reserve (37,323,535)
Add: Reversal of special reserve 17,099,569
Amount of distributable earnings 842,458,033
Distribution Items
Dividend to shareholders - cash(NT$2per share) 290,094,578
Undistributed endingbalance 552,363,455

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

Note:

(1) Currently, there are 145,047,289 shares outstanding, and cash dividends of NT$2 per share are paid.

(2) The undistributed earnings at the end of the period were NT$50,127,401 before 1997 and NT$812,554,598 after 1998. The Company's principle of distributing earnings is to prioritize distributable earnings in 2024.

29

Attachment

GOOD WILL INSTRUMENT CO., LTD. Comparison Table of the “Articles of Incorporation” Before and After Amendments

Article
Before Amendment
After Amendment Reasons for
Amendment
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








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. At the
same time, an additional 0.3%~2.0%
will be allocated to adjust the salary
of grassroots employees. However, if
the Company still has accumulated
losses (including the amount of
adjusted undistributed earnings), the
Company shall reserve the amount to
make upfor the losses.




In accordance
with the
amendments
to the
regulations

30

Article
Before Amendment
After Amendment Reasons for
Amendment
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.

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.

34 These Articles of Incorporation were
established on September 3, 1975

the thirty-first amendment was made
on May 27, 2022.
These Articles of Incorporation were
established on September 3, 1975

the thirty-first amendment was made
on May 27, 2022; the thirty-second
amendment was made on May 29,
2025.
Update revision
times and dates

31