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HANPIN Proxy Solicitation & Information Statement 2026

May 21, 2026

52120_rns_2026-05-21_eb920d3b-4ac9-4858-a5cc-2c558e8001e2.pdf

Proxy Solicitation & Information Statement

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Hanpin Electron Co., Ltd.

2026 Annual Shareholders' Meeting

Meeting Agenda

(Translation)

June 24, 2026


Table of Contents

I. Agenda Procedure 1
II. Agenda 2

  1. Report Items
    (1) 2025 Business Report 3
    (2) Audit Committee's Review Report on 2025 Financial Statements 8
    (3) 2025 Distribution of Remuneration to Employee and Directors 9

  2. Ratification Items
    (1) 2025 Business Report and Consolidated and Parent Company Only Financial Statements 10
    (2) 2025 Earnings Distribution 11

  3. Discussion Item
    (1) Proposal to Amend the "Procedures for Acquisition or Disposal of Assets" 12

  4. Election Item
    (1) Proposal for the Re-election of the Company's Directors 16

  5. Other Proposal
    (1) Proposal to release the newly elected Directors from non-competition restrictions 17

  6. Extemporary Motions 17

III. Attachments
1. Independent Auditors' Report on the Consolidated Financial Statements 18
2. 2025 Consolidated Financial Statements 25
3. Independent Auditors' Report on the Parent Company Only Financial Statements 31
4. 2025 Parent Company Only Financial Statements 37
5. List of Director and Independent Director Candidates 43
6. Positions Concurrently Held by Director and Independent Director Candidates in Other Companies 48

IV. Appendices
1. Rules of Procedure for Shareholders' Meetings 50
2. Articles of Incorporation 54
3. Procedures for Acquisition or Disposal of Assets (Before amendments) 62
4. Rules for the Election of Directors 83
5. Directors' Shareholding 85


I. Agenda Procedure


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Hanpin Electron Co., Ltd.
Procedure for the 2026
Annual Meeting of Shareholders

Call the Meeting to Order
Chairman's Remarks
Report Items
Ratification Items
Discussion Item
Election Item
Other Proposal
Extemporary Motions
Adjournment


II. Agenda


Hanpin Electron Co., Ltd.
Agenda for the 2026 Annual Meeting of Shareholders

Time: 9:00 a.m., June 24, 2026 (Wednesday)

Venue: 6F, Manufacture Building, HANPIN ELECTRON CO., LTD. (No. 256, Sec. 3, Zhongzheng Rd., Rende Dist., Tainan City 717020, Taiwan (R.O.C.))

Method of convening: Physical meeting

Report on shareholdings present at the meeting

  1. Call the meeting to order
  2. Chairman's remarks
  3. Report Items
    (1) 2025 Business Report
    (2) Audit Committee's Review Report on 2025 Financial Statements
    (3) 2025 Distribution of Remuneration to Employee and Directors
  4. Ratification Items
    (1) 2025 Business Report and Consolidated and Parent Company Only Financial Statements
    (2) 2025 Earnings Distribution
  5. Discussion Item
    (1) To amend certain provisions of the Company's "Procedures for Acquisition or Disposal of Assets"
  6. Election Item
    (1) Proposal for the Re-election of the Company's Directors
  7. Other Proposal
    (1) Proposal to release the newly elected Directors from non-competition restrictions
  8. Extemporary Motions
  9. Adjournment

  10. 2 -


Report Items

Report 1

Report: 2025 Business Report

Description: The 2025 business report is as follows:

  1. 2025 Business Results:

(1) Implementation and result overview of the 2025 business plan

In 2025, the Company's revenue on individual financial reports was TWD 2,845,758 thousand, a YoY decrease of 10.17%. Profit before tax for the current period is TWD 446,784 thousand, a YoY decrease of 13.92%. Profit after tax in the current period is TWD 364,592 thousand. In the Company's consolidated financial report, the revenue was TWD 2,882,427 thousand, a YoY decrease of 9.29%. Profit before tax for the merger current period is TWD 432,805 thousand, a YoY decrease of 20.06%. Profit after tax in the merger current period is TWD 364,592 thousand, and earnings per share after tax is TWD 4.56.

(2) Budget execution

The Company did not announce its budget forecasts for the year 2025. Thus, the Company is not required to disclose the execution of its budget plans.

(3) Financial result analysis

Unit: TWD thousand; %

Year Year 2025 Year 2024 Change (%)
Financial information Revenue 2,882,427 3,177,581 (9.29)
Gross profi 660,940 773,744 (14.58)
Profit after tax 364,592 419,069 (13.00)
Profitability Return on Assets (%) 9.51 11.44 (16.87)
Return on Equity (%) 13.16 16.11 (18.31)
Ratio of Pre-tax Profit to Paid-in Capital (%) 54.10 67.68 (20.07)
Net Margin (%) 12.65 13.19 (4.09)
Earnings per Share (TWD) 4.56 5.24 (12.98)

(4) Research and development

a. Research & development expenditures

The 2025 consolidated R&D expenses were TWD 111,585 thousand, accounting for 4% of consolidated revenue (TWD 2,882,427 thousand).

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b. Research results:

① Hi-Fi-level high-end turntables
② Fully automatic playback turntables with wireless transmitting playback function
③ Professional MIDI controllers integrated with multiple input and output sound card connecting to computer software
④ Professional DJ turntables connected to MIDI controllers and computers
⑤ High-torque direct-drive turntables
⑥ Digital vinyl turntable system audio interface
⑦ High-efficiency switching power supply

As a professional OEM & ODM manufacturer, the Company has long-term expertise in the fields of general consumer audio and professional audio (Pro-Audio). Entering 2026, in the face of the global supply chain landscape reshaping and shifts in technical paradigms, the Company's R&D strategic focus will center on "high-end craftsmanship transformation" and "smart technology integration":

(1) Deepening penetration of the high-end vinyl turntable market: Given that the vinyl market has entered the stages of "luxury collectibility" and "niche growth" in 2026, and benefiting from tariff resilience in finished goods exports, the Company will further increase its R&D investment. In addition to continuously enhancing the ultimate craftsmanship of traditional analog structures, we will shift our strategic focus toward the premium market. We will establish brand premiums in North American and European markets through a differentiated combination of analog heritage and digital convenience, countering the rising manufacturing and raw material costs.

(2) Competition and innovation in Pro-Audio: The professional audio market is undergoing a technical revolution. Leveraging years of accumulated technical barriers and industry reputation, the Company will accelerate integration in 2026. We will enhance product added value and reduce dependency on specific hardware components to maintain our technological leading edge and extend product lifecycles.

  1. Summary of business plan:

(1) Operational guidelines


2026 New product direction is planned to be digitalization and integration across different fields:

① In turntable applications, we are integrating digital vinyl systems (DVS) with computer software applications and adding wireless transmission functions to rejuvenate and digitize vinyl players, meeting the demands of a new generation of consumers.

② Integrate professional DJ products and players with computers and mobile devices complemented with displays.

③ Continue to invest in the development of wireless transmission software /hardware related technologies and mobile applications.

④ Enhance eco-design, and develop practical and cost-competitive products while complying with energy-saving regulations to meet the global trend and market demand.

⑤ Based on our technology developed over decades, expand our products to a larger and more comprehensive system framework, spawn new applications on different levels, and combine our products with voice control systems to develop new product lines.

(2) Policies on production and marketing

Hanpin is the best strategic partner for companies in the professional audio industry around the world. We take care of overall planning and provide customers with the best solutions encompassing design, manufacture, and back-end services. We are devoted to fulfilling customers' demands and strengthening customers' core competitiveness by offering them comprehensive services. Our one-stop service includes preliminary concept discussion, product appearance design, specifications and functions development, factory mass production, packaging design, and delivery. Furthermore, we integrate our experienced R&D, manufacturing team, cutting-edge software system and hardware equipment to maintain a bond with our customers, and to jointly plan out the future development direction and schedule of the products.

Current policies on production and marketing:

a. Implement lean supply chains and increase production capacity. Implement dynamic adjustments to meet customers' needs.

b. Strengthen production management mechanisms and technology platform to increase production effectiveness and reduce production cost.

c. Cultivate world-class mega customers by offering diverse customized option to strengthen our foothold in the global market.

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  1. Future policies on production and marketing:

Currently, we continue to invest human and capital resources in R&D, integrate R&D resources in Taiwan and China, and seek integration across different fields. Our development strategy for new products consists of mainly two directions. In terms of consumer products, we aim to integrate our R&D strength and our matured technology in firmware development in long-term, and apply it on consumer electronics, creating differentiation from our competitors. In terms of professional products, the Company continues to invest resources in the application R&D of these products, while incorporating software development in response to the market demand, to expand the use and application of these products. In this way, we aim to maintain our advantage in leading technology and to develop new product lines.

In response to market feedback and to extend product lifecycles, we must continuously and timely upgrade and optimize existing functions while addressing market-identified shortcomings. Under this premise, we will integrate the functions of original controllers, players, and turntables with software, while incorporating recording interfaces to derive different applications and tiers, creating product differentiation and increasing competitiveness.

In turntable applications, we are integrating digital vinyl systems (DVS) with computer software applications and adding wireless transmission functions to rejuvenate and digitize vinyl players, meeting the demands of a new generation of consumers. In high-end turntable development, we focus on the refinement of manufacturing craftsmanship and enhancing the overall consumer user experience.

Regarding traditional analog mixers, we are incorporating audio interfaces and digital signal processor (DSP) applications to fully upgrade them into digital mixers. Beyond enhancing core product functions, we are extending the scope of existing products to integrate with smartphones and mobile devices, providing consumers with a distinct user experience.

  1. Impacts of the external competitive environment, regulatory environment, and the overall business environment:

As the impact of U.S. tariffs continues to evolve and the effects of front-loading inventory fade, global demand momentum is expected to slow significantly. Consequently, trade volume growth is projected to underperform compared to 2025.

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According to IMF forecasts from October 2025, the annual growth rate of global trade is expected to decline from 3.6% in 2025 to 2.3% in 2026. Beyond the impact of Trump's policies, climate change and geopolitical tensions remain the primary global risks. Looking ahead to 2026, the global economy will continue to face numerous challenges, among which U.S. trade policy, China's industrial restructuring, the development prospects of Artificial Intelligence (AI), geopolitical conflicts, and climate change are paramount. These factors affect not only export performance but also market demand and consumption through financial markets and import prices.

Externally, the Company should continue to monitor global economic and market dynamics. Internally, the Company should continue to streamline personnel, control various expenses and expenditures and keep track of the status of customer payment and supplier supply. In addition, the expansion of core capabilities and the improvement of efficiency should continue to increase demand to cope with the impact of future market changes

Looking into the future, besides continuing our existing products and R&D, we will also expand our integrated application across different fields. With creativity, innovation, and quality as our stepping stone, we will venture into new territories, expand the global market, increase product lines, and boost revenue and profits.

We are grateful for the help and contribution from our customers and technical partners. We also highly appreciate the shareholders' continued support, and the effort and hard work of the Hanpin management team and all employees.

We wish you all good health and prosperity

Hanpin Electron Co., Ltd.

Chairman and President: Shen-Keng Liu

Chief Accounting Officer: Wen-Hsien Chu

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Report 2

Report: Audit Committee's Review Report on 2025 Financial Statements

Description: Audit Committee's Review Report

Hanpin Electron Co., Ltd.

Audit Committee's Review Report

The Board of Directors has prepared and submitted the Company's 2025 Proposal for Earnings Distribution, Business Report, Financial Statements, (including consolidated statements). The external auditors, Chung-Yu Tien and Hsiu-Shan Lin of PricewaterhouseCoopers Taiwan have audited the Company's Financial Statements, (including consolidated statements) and issued an audit report. The reports and statements have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act statements, we hereby submit this report.

Sincerely,

2026 Shareholders' Meeting

Hanpin Electron Co., Ltd.

Convener of the Audit Committee: Ming-Long Wang

February 25, 2026

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Report 3

Report: 2025 Distribution of Remuneration to Employee and Directors

Description:
1. Pursuant to Article 29 of the Company's Articles of Incorporation, if the Company has a profit for the year, after offsetting accumulated losses, if there is a remaining surplus, it shall allocate no less than 5% and no more than 15% as employee remuneration (of which no less than 1% of the profit shall be allocated to entry-level employees) and no more than five percent of the profit as remuneration to directors, respectively. The recipients of employee remuneration may include employees of subordinate companies who meet certain criteria.
2. After settlement, the Company's 2025 earnings were NT$516,528,724 (profits before taxes less remuneration to employees and Directors, and less any accumulated loss). The Company distributes TWD 46,496,314 and TWD 23,248,157 as remuneration to employees and Directors in cash, respectively.
3. According to the definition in the "Regulations for Tax Preferences Provided to Small and Medium Enterprise on Wage Payment Raising," the number of entry-level employees as defined therein, who do not fall within the scope of managers, is 129. Total allocation amount: NT$27,056,540. Allocation ratio: 5.24%.

Resolution:


Ratification Items

Proposal 1
(Proposed by the Board of Directors)

Proposal: 2025 Business Report and Consolidated and Parent Company Only Financial Statements

Description:
1. For the 2025 business report please refer to Report No. 1 (p. 3 - 7).
2. The CPAs, Chung-Yu Tien and Hsiu-Shan Lin, of PricewaterhouseCoopers has reviewed the 2025 Consolidated and Parent Company Only Financial Statements, and issued an audit report.
3. The 2025 Consolidated and Parent Company Only Financial Statements have been approved by resolution at the Board Meeting on February 25, 2026 and is deemed fairly presented by the Audit Committee.
4. For the financial statements and audit report, please refer to the attachments (p. 18 - 42)

Resolution:


Proposal 2

(Proposed by the Board of Directors)

Proposal: 2025 Earnings Distribution

Description: Pursuant to the Company's Articles of Incorporation, the distribution of 2025 earnings is as follows:

Hanpin Electron Co., Ltd.
Distribution of Earnings
2025

Unit: TWD

Item Amount
Undistributed earnings at beginning 852,372,623
Add: 2025 earnings adjustments 1,737,532
Undistributed earnings after adjustment 854,110,155
Add: Profits after taxes 364,592,028
Less: Legal reserve (36,632,956)
Distributable earnings 1,182,069,227
Allocations:
Dividends/cash (239,998,299)
Undistributed earnings at ending 942,070,928

Note: (1) The 2025 earnings were distributed first.
(2) The distribution of cash dividends is calculated and rounded down to the whole dollar amounts; the fractional amounts are aggregated and recognized in the Company's "Other income."

Chairman: Shen-Keng Liu
Manager: Shen-Keng Liu
Chief Accounting Officer: Wen-Hsien Chu

Resolution:


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Discussion Item

Proposal 1
(Proposed by the Board of Directors)

Proposal: Proposal to Amend the "Procedures for Acquisition or Disposal of Assets"

Description: 1. In response to Letter Tai-Zheng-Shang-I No. 1140013876 from the Taiwan Stock Exchange (TWSE), and considering that the acquisition or disposal of equipment for business use by public companies constitutes normal operating behavior, and in view of the principle of materiality in information disclosure, the announcement and reporting standards have been relaxed. It is proposed to amend certain provisions of the Company's "Procedures for Acquisition or Disposal of Assets".

  1. A comparison table of the original and amended provisions of the "Procedures for Acquisition or Disposal of Assets" is as follows:
Amended clauses Existing clauses Explanation
Article 3: Evaluation Procedures: (Omitted)
(VIII) The provisions regarding 10% of total assets in these Procedures shall be calculated based on the total asset amount in the most recent parent-company-only or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. For the Company's acquisition or disposal of shares of foreign companies that have no par value or a par value other than NT$10 per share, the transaction amount provision of 20% of paid-in capital in these Procedures shall be calculated as 10% of equity attributable to owners of the parent. The transaction amount provision of 5% of paid-in capital in these Procedures shall be calculated as 2.5% of equity attributable to owners of the parent; the transaction Article 3: Evaluation Procedures: (Omitted)
(VIII) The provisions regarding 10% of total assets in these Procedures shall be calculated based on the total asset amount in the most recent parent-company-only or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. For the Company's acquisition or disposal of shares of foreign companies that have no par value or a par value other than NT$10 per share, the transaction amount provision of 20% of paid-in capital in these Procedures shall be calculated as 10% of equity attributable to owners of the parent. Considering that the acquisition or disposal of equipment for business use constitutes normal operating behavior, and in view of the principle of materiality in information disclosure, the announcement and reporting standards for companies with paid-in capital of NT$50 billion or more acquiring or disposing of equipment for business use from non-related parties are relaxed.

Amended clauses Existing clauses Explanation
amount provision of NT$10 billion in paid-in capital shall be calculated as NT$20 billion of equity attributable to owners of the parent; the transaction amount provision of NT$50 billion in paid-in capital shall be calculated as NT$100 billion of equity attributable to owners of the parent.
Article 5: Public Announcement and Reporting Procedures: (Omitted)
5. Acquisition or disposal of equipment for business use or its right-of-use assets, where the counterparty is a non-related party and the transaction amount reaches NT$500 million or more, and meets one of the following:
(1) For a public company with paid-in capital of less than NT$10 billion, the transaction amount reaches NT$500 million or more.
(2) For a public company with paid-in capital of NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more.
(3) For a public company with paid-in capital of NT$50 billion or more, the transaction amount reaches 5% or more of the company's paid-in capital.
6. Acquisition of real property by way of Article 5: Public Announcement and Reporting Procedures: (Omitted)
5. Acquisition or disposal of equipment for business use or its right-of-use assets, where the counterparty is a non-related party and the transaction amount reaches NT$500 million or more.
6. Acquisition of real property by way of construction on own land, construction on leased land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, where the counterparty is a non-related party, and the amount the company expects to invest reaches NT$500 million.
7. For asset transactions other than those in the preceding six subparagraphs, where the amount per transaction, or cumulative transaction amount with the same counterparty Considering that the current trading of domestic government bonds by public companies is already exempt from announcement and reporting, the regulations are amended to relax the requirements: the trading of foreign government bonds with an issuance rating not lower than our country's sovereign rating may also be exempt from announcement and reporting.
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Amended clauses Existing clauses Explanation
construction on own land, construction on leased land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, where the counterparty is a non-related party, and the amount the company expects to invest reaches NT$500 million or more.
7. For a public company with paid-in capital of NT$50 billion or more, trading on a stock exchange or at a securities firm's business premises of government bonds, general corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) that do not fall under the provisos of subparagraph 8, where the counterparty is a non-related party, and the transaction amount reaches 5% or more of the company's paid-in capital.
8. For asset transactions other than those in the preceding seven six subparagraphs, where the amount per transaction, or cumulative transaction amount with the same counterparty within one year for the same nature of subject matter, or cumulative amount of acquisition or disposal (acquisitions and disposals accumulated separately) of real property or its right-of-use assets for the same development project within one year, or within one year for the same nature of subject matter, or cumulative amount of acquisition or disposal (acquisitions and disposals accumulated separately) of real property or its right-of-use assets for the same development project within one year, or cumulative amount of acquisition or disposal (acquisitions and disposals accumulated separately) of the same securities within one year, reaches 20% of the company's paid-in capital or NT$300 million or more. The "within one year" referred to is based on the date of the current transaction, tracing back one year, and portions already announced in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" may be excluded. However, the following cases are not subject to this:
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Amended clauses Existing clauses Explanation
cumulative amount of acquisition or disposal (acquisitions and disposals accumulated separately) of the same securities within one year, reaches 20% of the company's paid-in capital or NT$300 million or more. The "within one year" referred to is based on the date of the current transaction, tracing back one year, and portions already announced in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" may be excluded. However, the following cases are not subject to this:
Date of Procedure Formulation: (Omitted)
17th Edition Amendment Date: May 6, 2022, approved by the Board of Directors on May 6, 2022.
18th Edition Amendment Date: May 11, 2025, approved by the Board of Directors on May 11, 2025. Date of Procedure Formulation: (Omitted)
17th Edition Amendment Date: May 6, 2022, approved by the Board of Directors on May 6, 2022. Amendment Edition
  1. For the "Procedures for Acquisition or Disposal of Assets" before amendments, please refer to p. 62~82.

Resolution:


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Election Item

(Proposed by the Board of Directors)

Proposal: Proposal for the Re-election of the Company's Directors

Description:
1. Upon the office of term expiration of the Company's 20th Board of Directors, it has been resolved at the Board Meeting that 11 Directors (including 4 Independent Directors) will be elected at this Annual Shareholders' Meeting. The term of office of the newly elected Directors is three years, from June 24, 2026 to June 23, 2029.
2. The Company adopts a nomination system pursuant to Article 192-1 of the Company Act, where shareholders shall elect Directors from the candidate list. For the education background, work experience and other information of the candidates, please refer to p. 43 - 47.

Resolution:


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Other Proposal

(Proposed by the Board of Directors)

Proposal: Proposal to release the newly elected Directors from non-competition restrictions

Description:
1. As stipulated in Article 209 of the Company Act, Directors that act within the Company's business scope for themselves or others should explain the essential contents of such an act at the shareholders' meeting, and obtain approval thereat.
2. As the Directors and their representatives may act as Directors of other companies that are of the same or similar nature as the Company, it is proposed to release them, in accordance with Article 209 of the Company Act, from non-competition restrictions under the premise that such concurrent positions pose no adverse effects on the Company's interests.
3. For details on Directors holding concurrent positions in other companies, please refer to p. 48 - 49.
4. Please resolve.

Resolution:

Extemporary Motions

Adjournment


III. Attachments


INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Hanpin Electron Co., Ltd.:

Opinion

We have audited the accompanying consolidated balance sheets of Hanpin Electron Co., Ltd. and subsidiaries (the "Group") as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and

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appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2025 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, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:

Cut-off of export revenue

Description

Refer to Note 4(27) for the accounting policies on revenue recognition and Note 6(16) for details of operating revenue.

The Group’s sales primarily come from exports. The transaction terms involve numerous manual processes and judgments, and it is necessary for each sale to be individually confirmed to ascertain whether control of the goods has been transferred to the customers. Given the risk of material misstatement from improper revenue recognition for transactions occurring around the balance sheet date, which required significant auditor attention, we considered the cut-off of export revenue a key audit matter.

How our audit addressed the matter

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

  1. Obtained an understanding of and assessed the accounting policies on operating revenue.
  2. Obtained an understanding of and assessed the effectiveness of internal controls over the cut-off of sales revenue, inspected the transaction terms in the contracts and tested the effectiveness of internal controls regarding shipping and billing procedures.
  3. Performed cut-off tests on export revenue recognised during a certain period around

  4. 19 -


the balance sheet date to assess whether sales were recognised in the proper period.

Impairment of inventory

Description

Refer to Note 4(10) for the accounting policies on inventory, Note 5 for the uncertainty of accounting estimates and assumptions related to inventory valuation, and Note 6(5) for details of inventory.

The Group’s subgroup, Hanpin (BVI) International Co., Ltd. and its subsidiaries, are the professional ODM manufacturers in the entertainment audio industry, manufacturing consumer audio products for personal audio-visual entertainment and audio products for professional DJs. These products require a variety of raw materials and supplies, including electronic parts, metals, plastic raw materials and packaging materials. When the customers reduce orders or request to change product specifications to develop new products, there is a higher risk of incurring inventory valuation losses or having obsolete inventory due to obsolescence in materials prepared for use in the former product specifications. For regular inventories, the Group recognises inventories at the lower of cost and net realisable value; for inventories aging over a certain period and individually identified as obsolete and damaged, the Group individually provides for losses based on net realisable value. The aforementioned allowance for inventory valuation losses is mainly from inventories individually identified as obsolete or damaged. Given that the items are numerous and human judgement is often involved in individually identifying obsolete or damaged inventories, which is the area requiring professional judgement throughout the audit process, we considered the impairment of inventory a key audit matter.

How our audit addressed the matter

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

  1. Assessed the reasonableness of policies and procedures used for allowance for inventory valuation loss, including the classification of inventories in determining the net realisable value, the sources of historical data of inventory clearance and discount

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range, and the method of determining whether the inventory is obsolete.

  1. Obtained an understanding of the warehouse management processes, reviewed the annual physical inventory count plan, and participated in the annual inventory count in order to assess the effectiveness of the procedures used by the management to identify and manage obsolete inventories.

  2. Verified the systematic logic used in the inventory aging report to ascertain the consistency of the information in the report with its policies.

  3. Tested the inventory impairment report to evaluate the adequacy of allowance for inventory valuation losses.

Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only financial statements of Hanpin Electron Co., Ltd. as of and for the years ended December 31, 2025 and 2024.

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

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

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

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alternative but to do so.

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

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 22 -


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

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

  3. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

  • 23 -

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

Independent Accountants

Tien, Chung-Yu

Lin, Hsiu-Shan

PricewaterhouseCoopers, Taiwan

Republic of China

February 25, 2026

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

As the financial statements are the responsibility of the management, PricewaterhouseCoopers Taiwan 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.

  • 24 -

HANPIN ELECTRON CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 1,158,189 30 $ 654,346 17
1110 Financial assets at fair value through profit or loss - current 6(2) 116,746 3 277,891 7
1136 Financial assets at amortised cost - current 6(1)(3) 893,242 24 1,015,659 26
1170 Accounts receivable, net 6(4) and 12 285,710 8 495,039 13
1200 Other receivables 48,410 1 18,370 1
1220 Current tax assets 6(23) 23 - 48 -
130X Inventories 5 and 6(5) 395,195 10 360,129 9
1410 Prepayments 36,475 1 35,794 1
11XX Total current assets 2,933,990 77 2,857,276 74
Non-current assets
1535 Financial assets at amortised cost - non-current 6(1)(3) and 8 301,665 8 458,279 12
1600 Property, plant and equipment 6(6) and 8 351,535 9 341,213 9
1755 Right-of-use assets 6(7) 29,361 1 32,363 1
1760 Investment property - net 6(9) 167,437 4 167,437 4
1780 Intangible assets 995 - 787 -
1840 Deferred income tax assets 6(23) 15,657 1 9,273 -
1915 Prepayments for equipment 6(6) 3,397 - 10,470 -
1920 Guarantee deposits paid 389 - 399 -
1990 Other non-current assets 1,096 - 833 -
15XX Total non-current assets 871,532 23 1,021,054 26
1XXX Total assets $ 3,805,522 100 $ 3,878,330 100

(Continued)


HANPIN ELECTRON CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(10) $ 30,000 1 $ 30,000 1
2130 Contract liabilities - current 6(16) 72,887 2 67,537 2
2150 Notes payable 152 - 45 -
2170 Accounts payable 321,610 9 377,043 9
2200 Other payables 6(11) 275,977 7 276,232 7
2230 Current income tax liabilities 6(23) 55,118 1 69,562 2
2280 Lease liabilities - current 6(7) 971 - 1,046 -
21XX Total current liabilities 756,715 20 821,465 21
Non-current liabilities
2570 Deferred income tax liabilities 6(23) 230,078 6 308,127 8
2580 Lease liabilities - non-current 6(7) - - 1,013 -
2640 Net defined benefit liability - non-current 6(12) 10,996 - 12,721 1
2645 Guarantee deposits received - - 1,589 -
25XX Total non-current liabilities 241,074 6 323,450 9
2XXX Total liabilities 997,789 26 1,144,915 30
Equity attributable to owners of parent
Share capital
3110 Common stock 6(13) 799,994 21 799,994 20
3200 Capital surplus 6(14) 34,071 1 34,001 1
Retained earnings 6(15)
3310 Legal reserve 602,842 16 560,249 14
3320 Special reserve 199,263 5 199,263 5
3350 Unappropriated retained earnings 1,218,703 32 1,150,965 30
3400 Other equity interest ( 47,140) ( 1) ( 11,057) -
3XXX Total equity 2,807,733 74 2,733,415 70
Significant contingent liabilities and unrecognised contract commitments 9
3X2X Total liabilities and equity $ 3,805,522 100 $ 3,878,330 100

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


HANPIN ELECTRON CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items Notes Year ended December 31
2025 2024
AMOUNT % AMOUNT %
4000 Operating revenue 6(8)(16) $ 2,882,427 100 $ 3,177,581 100
5000 Operating costs 6(5)(7)(12)(21)(22) and 7 ( 2,221,487) ( 77) ( 2,403,837) ( 76)
5900 Net operating margin 660,940 23 773,744 24
Operating expenses 6(7)(9)(12)(21)(22) and 7
6100 Selling expenses ( 47,584) ( 2) ( 50,303) ( 1)
6200 General and administrative expenses ( 171,305) ( 6) ( 185,017) ( 6)
6300 Research and development expenses ( 111,585) ( 4) ( 121,186) ( 4)
6000 Total operating expenses ( 330,474) ( 12) ( 356,506) ( 11)
6900 Operating profit 330,466 11 417,238 13
Non-operating income and expenses
7100 Interest income 6(3)(17) 64,358 2 55,414 2
7010 Other income 6(2)(18) 20,950 1 11,774 -
7020 Other gains and losses 6(2)(19) and 12 17,876 1 57,687 2
7050 Finance costs 6(7)(20) ( 845) - ( 672) -
7000 Total non-operating income and expenses 102,339 4 124,203 4
7900 Profit before income tax 432,805 15 541,441 17
7950 Income tax expense 6(23) ( 68,213) ( 3) ( 122,372) ( 4)
8200 Profit for the year $ 364,592 12 $ 419,069 13
Other comprehensive income (loss)
Components of other comprehensive income (loss) that will not be reclassified to profit or loss
8311 Gains on remeasurements of defined benefit plan 6(12) $ 2,172 - $ 8,582 -
8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 6(23) ( 435) - ( 1,716) -
Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361 Financial statements translation differences of foreign operations ( 45,104) ( 1) 76,050 2
8399 Income tax relating to the components of other comprehensive income that will be reclassified to profit or loss 6(23) 9,021 - ( 15,210) -
8300 Total other comprehensive (loss) income for the year ($ 34,346) ( 1) $ 67,706 2
8500 Total comprehensive income for the year $ 330,246 11 $ 486,775 15
Profit attributable to:
8610 Owners of the parent $ 364,592 12 $ 419,069 13
Comprehensive income attributable to:
8710 Owners of the parent $ 330,246 11 $ 486,775 15
Earnings per share (in dollars) 6(24)
9750 Basic $ 4.56 $ $ 5.24
9850 Diluted $ 4.49 $ $ 5.16

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


(Expressed in thousands of New Taiwan dollars)

HANPIN ELECTRON CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Notes Share capital - common stock Capital Reserves Retained Earnings Other Equity
Additional paid-in capital Donated assets received Legal reserve Special reserve Unappropriated retained earnings Financial statements translation differences of foreign operations Total equity
Year ended December 31, 2024
Balance at January 1, 2024 $ 799,994 $ 33,594 $ 291 $ 525,342 $ 199,263 $ 983,935 ($ 71,897) $ 2,470,522
Net income for the year ended December 31, 2024 - - - - - 419,069 - 419,069
Other comprehensive income for the year ended December 31, 2024 - - - - - 6,866 60,840 67,706
Total comprehensive income for the year ended December 31, 2024 - - - - - 425,935 60,840 486,775
Distribution of 2023 earnings:
Legal reserve - - - 34,907 - ( 34,907 ) - -
Cash dividends 6(15) - - - - - ( 223,998 ) - ( 223,998 )
Transfers for prior year fractional cash dividends - - 116 - - - - 116
Balance at December 31, 2024 $ 799,994 $ 33,594 $ 407 $ 560,249 $ 199,263 $ 1,150,965 ($ 11,057) $ 2,733,415
Year ended December 31, 2025
Balance at January 1, 2025 $ 799,994 $ 33,594 $ 407 $ 560,249 $ 199,263 $ 1,150,965 ($ 11,057) $ 2,733,415
Net income for the year ended December 31, 2025 - - - - - 364,592 - 364,592
Other comprehensive income (loss) for the year ended December 31, 2025 - - - - - 1,737 ( 36,083 ) ( 34,346 )
Total comprehensive income (loss) for the year ended December 31, 2025 - - - - - 366,329 ( 36,083 ) 330,246
Distribution of 2024 earnings:
Legal reserve - - - 42,593 - ( 42,593 ) - -
Cash dividends 6(15) - - - - - ( 255,998 ) - ( 255,998 )
Transfers for prior year fractional cash dividends - - 70 - - - - 70
Balance at December 31, 2025 $ 799,994 $ 33,594 $ 477 $ 602,842 $ 199,263 $ 1,218,703 ($ 47,140) $ 2,807,733

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


HANPIN ELECTRON CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)

Notes Year ended December 31
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax $ 432,805 $ 541,441
Adjustments
Adjustments to reconcile profit (loss)
Net gains on financial assets at fair value through profit or loss 6(19) ( 1,301 ) ( 3,898 )
Provision (reversal of allowance) for inventory market price decline 6(5) 1,793 ( 5,224 )
Depreciation 6(6)(7)(21) 35,362 33,325
Net (gains) losses on disposal of property, plant and equipment 6(19) ( 199 ) 804
Amortisation 6(21) 625 536
Interest income 6(17) ( 64,358 ) ( 55,414 )
Dividend income 6(18) ( 2,499 ) ( 1,109 )
Interest expense 6(20) 845 672
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss - current 162,395 83,838
Accounts receivable 209,329 ( 204,830 )
Other receivables ( 26,091 ) 2,153
Inventories ( 36,704 ) 25,918
Prepayments ( 681 ) ( 9,117 )
Changes in operating liabilities
Contract liabilities - current 5,350 16,861
Notes payable 107 ( 97 )
Accounts payable ( 55,433 ) 71,050
Other payables ( 510 ) 71,149
Net defined benefit liabilities - non-current 447 ( 2,895 )
Cash inflow generated from operations 661,282 565,163
Interest received 60,625 49,643
Dividends received 6(25) 2,283 1,109
Interest paid ( 841 ) ( 641 )
Income taxes paid ( 155,200 ) ( 125,719 )
Net cash flows from operating activities 568,149 489,555

(Continued)


HANPIN ELECTRON CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)

Notes Year ended December 31
2025 2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortised cost ($ 821,850) ($ 1,324,539)
Proceeds from disposal of financial assets at amortised cost 1,097,147 801,600
Cash paid for acquisition of property, plant and equipment 6(25) ( 37,022) ( 16,401)
Proceeds from disposal of property, plant and equipment 343 -
Acquisition of intangible assets ( 833) ( 173)
Increase in prepayments for equipment ( 728) ( 10,344)
Decrease (increase) in guarantee deposits paid 10 ( 17)
(Increase) decrease in other non-current assets ( 263) 416
Net cash flows from (used in) investing activities 236,804 ( 549,458)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings 6(26) - 10,000
Payments of lease liabilities 6(26) ( 994) ( 83)
Decrease in guarantee deposit received 6(26) ( 1,589) ( 689)
Cash dividends paid 6(15) ( 255,998) ( 223,998)
Transfers of prior year fractional cash dividends 70 116
Net cash flows used in financing activities ( 258,511) ( 214,654)
Effect of foreign exchange rate changes on cash and cash equivalents ( 42,599) 67,484
Net increase (decrease) in cash and cash equivalents 503,843 ( 207,073)
Cash and cash equivalents at beginning of year 6(1) 654,346 861,419
Cash and cash equivalents at end of year 6(1) $ 1,158,189 $ 654,346

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


INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Hanpin Electron Co., Ltd.:

Opinion

We have audited the accompanying parent company only balance sheets of Hanpin Electron Co., Ltd. (the “Company”) as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2025 parent company only financial statements.

  • 31 -

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

Key audit matters for the Company’s 2025 parent company only financial statements are stated as follows:

Cut-off of export revenue

Description

Refer to Note 4(24) for the accounting policies on revenue recognition and Note 6(14) for details of operating revenue.

The Company’s sales primarily come from exports. The transaction terms involve numerous manual processes and judgments, and it is necessary for each sale to be individually confirmed to ascertain whether control of the goods has been transferred to the customers. Given the risk of material misstatement from improper revenue recognition for transactions occurring around the balance sheet date, which required significant auditor attention, we considered the cut-off of export revenue a key audit matter.

How our audit addressed the matter

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

  1. Obtained an understanding of and assessed the accounting policies on operating revenue.
  2. Obtained an understanding of and assessed the effectiveness of internal controls over the cut-off of sales revenue, inspected the transaction terms in the contracts and tested the effectiveness of internal controls regarding shipping and billing procedures.
  3. Performed cut-off tests on export revenue recognised during a certain period before and after the balance sheet date to assess whether sales were recognised in the proper period.

Assessment of the balance of investments accounted for under equity method

Refer to Note 4(12) for accounting policies on investments accounted for under equity method, and Note 6(6) for details of investments accounted for under equity method.

  • 32 -

As of December 31, 2025, the balance of investments accounted for under equity method of the subsidiary, Hanpin (BVI) International Co., Ltd., held by the Company was NTD1,182,996 thousand. As the balance of the investments accounted for under equity method constituted approximately 29% of the Company’s total assets and was material to the parent company only financial statements, we considered the key audit matter of the subsidiary as one of the key areas of focus for this fiscal year’s audit. Details are as follows:

Hanpin (BVI) International Co., Ltd. and its subsidiaries - Impairment of inventory

Description

Hanpin (BVI) International Co., Ltd. and its subsidiaries are the professional ODM manufacturers in the entertainment audio industry, manufacturing consumer audio products for personal audio-visual entertainment and audio products for professional DJs. These products require a variety of raw materials and supplies, including electronic parts, metals, plastic raw materials and packaging materials. When the customers reduce orders or request to change product specifications to develop new products, there is a higher risk of incurring inventory valuation losses or having obsolete inventory due to obsolescence in materials prepared for use in the former product specifications. For regular inventories, the Company recognises inventories at the lower of cost and net realisable value; for inventories aging over a certain period and individually identified as obsolete and damaged, the Company individually provides for losses based on net realisable value. The aforementioned allowance for inventory valuation losses is mainly from inventories individually identified as obsolete or damaged. Given that the items are numerous and human judgement is often involved in individually identifying obsolete or damaged inventories, which is the area requiring professional judgement throughout the audit process, we considered the impairment of inventory a key audit matter.

How our audit addressed the matter

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

  1. Assessed the reasonableness of policies and procedures used for allowance for inventory valuation loss, including the classification of inventories in determining the net realisable value, the sources of historical data of inventory clearance and discount range, and the method of determining whether the inventory is obsolete.
  2. Obtained an understanding of the warehouse management processes, reviewed the annual physical inventory count plans and participated in the annual inventory count in order to assess the effectiveness of the procedures used by the management to identify and manage obsolete inventories.

  3. 33 -


  1. Verified the systematic logic used in the inventory aging report to ascertain the consistency of the information in the report with its policies.
  2. Tested the inventory impairment report to evaluate the adequacy of allowance for inventory valuation losses.

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

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

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

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

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

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

  • 34 -

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 Company's internal control.

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

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the 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 disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

  7. 35 -


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

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

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

Lin, Hsiu-Shan
Tien, Chung-Yu
Independent Accountants
Lin, Hsiu-Shan
PricewaterhouseCoopers, Taiwan
Republic of China
February 25, 2026

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

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

  • 36 -

HANPIN ELECTRON CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 993,003 24 $ 328,058 8
1110 Financial assets at fair value through profit or loss - current 6(2) 50,789 1 13,528 -
1136 Financial assets at amortised cost - current 6(1)(3) 744,100 18 927,400 23
1170 Accounts receivable, net 6(4) and 12 283,343 7 492,943 12
1180 Accounts receivable - related parties, net 6(4) and 7 29,400 1 22,515 1
1200 Other receivables 27,663 1 9,526 -
1210 Other receivables - related parties 7 3,878 - 3,807 -
130X Inventories 5 and 6(5) 46,299 1 51,967 1
1410 Prepayments 12,314 - 9,837 -
11XX Total current assets 2,190,789 53 1,859,581 45
Non-current assets
1535 Financial assets at amortised cost - non-current 6(1)(3) and 8 231,000 6 307,900 8
1550 Investments accounted for under equity method 6(6) 1,420,902 35 1,703,831 41
1600 Property, plant and equipment 6(7) 263,739 6 256,439 6
1780 Intangible assets 995 - 787 -
1840 Deferred income tax assets 6(21) 15,657 - 9,273 -
1915 Prepayments for equipment 6(7) 879 - 632 -
1920 Guarantee deposits paid 151 - 151 -
15XX Total non-current assets 1,933,323 47 2,279,013 55
1XXX Total assets $ 4,124,112 100 $ 4,138,594 100

(Continued)


HANPIN ELECTRON CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(9) $ 30,000 1 $ 30,000 1
2130 Contract liabilities - current 6(14) 72,887 2 67,537 2
2150 Notes payable 152 - 45 -
2170 Accounts payable 76,260 2 86,112 2
2180 Accounts payable - related parties 7 355,142 9 366,312 9
2200 Other payables 217,617 5 215,014 5
2220 Other payables - related parties 7 196 - 4,216 -
2230 Current income tax liabilities 6(21) 50,403 1 54,364 1
21XX Total current liabilities 802,657 20 823,600 20
Non-current liabilities
2540 Long-term borrowings 7 323,729 8 344,295 8
2570 Deferred income tax liabilities 6(21) 178,997 4 222,974 6
2640 Net defined benefit liabilities - non-current 6(10) 10,996 - 12,721 -
2645 Guarantee deposits received - - 1,589 -
25XX Total non-current liabilities 513,722 12 581,579 14
2XXX Total liabilities 1,316,379 32 1,405,179 34
Equity
Share capital
3110 Common stock 6(11) 799,994 19 799,994 19
3200 Capital surplus 6(12) 34,071 1 34,001 1
Retained earnings 6(13)
3310 Legal reserve 602,842 15 560,249 13
3320 Special reserve 199,263 5 199,263 5
3350 Unappropriated retained earnings 1,218,703 29 1,150,965 28
3400 Other equity interest ( 47,140) ( 1) ( 11,057) -
3XXX Total equity 2,807,733 68 2,733,415 66
Significant contingent liabilities and unrecognised contract commitments 7 and 9
3X2X Total liabilities and equity $ 4,124,112 100 $ 4,138,594 100

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


HANPIN ELECTRON CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items Notes Year ended December 31
2025 2024
AMOUNT % AMOUNT %
4000 Operating revenue 6(8)(14) $ 2,845,758 100 $ 3,167,940 100
5000 Operating costs 6(5)(10)(19)(20) and 7 ( 2,332,475) ( 82) ( 2,539,989) ( 80)
5900 Net operating margin 513,283 18 627,951 20
Operating expenses 6(10)(19)(20) and 7
6100 Selling expenses ( 16,334) ( 1) ( 17,872) ( 1)
6200 General and administrative expenses ( 118,469) ( 4) ( 129,268) ( 4)
6300 Research and development expenses ( 88,470) ( 3) ( 98,775) ( 3)
6000 Total operating expenses ( 223,273) ( 8) ( 245,915) ( 8)
6900 Operating profit 290,010 10 382,036 12
Non-operating income and expenses
7100 Interest income 6(3)(15) 49,076 2 47,329 1
7010 Other income 6(16) 17,090 1 6,647 -
7020 Other gains and losses 6(2)(17) and 12 15,498 - 27,026 1
7050 Finance costs 6(18) ( 758) - ( 661) -
7070 Share of profit of subsidiaries, associates and joint ventures 6(6)
accounted for under equity method 75,868 3 56,647 2
7000 Total non-operating income and expenses 156,774 6 136,988 4
7900 Profit before income tax 446,784 16 519,024 16
7950 Income tax expense 6(21) ( 82,192) ( 3) ( 99,955) ( 3)
8200 Profit for the year $ 364,592 13 $ 419,069 13
Other comprehensive income (loss)
Components of other comprehensive income (loss) that will not be reclassified to profit or loss
8311 Gains on remeasurements of defined benefit plan 6(10) $ 2,172 - $ 8,582 -
8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 6(21) ( 435) - ( 1,716) -
Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361 Financial statements translation differences of foreign operations 6(6) ( 45,104) ( 1) 76,050 2
8399 Income tax relating to the components of other comprehensive income that will be reclassified to profit or loss 6(21) 9,021 - ( 15,210) -
8300 Total other comprehensive (loss) income for the year ($ 34,346) ( 1) $ 67,706 2
8500 Total comprehensive income for the year $ 330,246 12 $ 486,775 15
Earnings per share (in dollars) 6(22)
9750 Basic $ 4.56 $ 5.24
9850 Diluted $ 4.49 $ 5.16

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


HANPIN ELECTRON CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of New Taiwan dollars)

Notes Share capital - common stock Capital Reserves Retained Earnings Other Equity Interest Financial statements translation differences of foreign operations Total
Additional paid-in capital Donated assets received Legal reserve Special reserve Unappropriated retained earnings
Year ended December 31, 2024
Balance at January 1, 2024 $ 799,994 $ 33,594 $ 291 $ 525,342 $ 199,263 $ 983,935 ($ 71,897) $ 2,470,522
Net income for the year ended December 31, 2024 - - - - - 419,069 - 419,069
Other comprehensive income for the year ended December 31, 2024 - - - - - 6,866 60,840 67,706
Total comprehensive income for the year ended December 31, 2024 - - - - - 425,935 60,840 486,775
Distribution of 2023 earnings:
Legal reserve - - - 34,907 - ( 34,907 ) - -
Cash dividends 6(13) - - - - - ( 223,998 ) - ( 223,998 )
Transfers of prior year fractional cash dividends - - 116 - - - - 116
Balance at December 31, 2024 $ 799,994 $ 33,594 $ 407 $ 560,249 $ 199,263 $ 1,150,965 ($ 11,057 ) $ 2,733,415
Year ended December 31, 2025
Balance at January 1, 2025 $ 799,994 $ 33,594 $ 407 $ 560,249 $ 199,263 $ 1,150,965 ($ 11,057 ) $ 2,733,415
Net income for the year ended December 31, 2025 - - - - - 364,592 - 364,592
Other comprehensive income (loss) for the year ended December 31, 2025 - - - - - 1,737 ( 36,083 ) ( 34,346 )
Total comprehensive income (loss) for the year ended December 31, 2025 - - - - - 366,329 ( 36,083 ) 330,246
Distribution of 2024 earnings:
Legal reserve - - - 42,593 - ( 42,593 ) - -
Cash dividends 6(13) - - - - - ( 255,998 ) - ( 255,998 )
Transfers of prior year fractional cash dividends - - 70 - - - - 70
Balance at December 31, 2025 $ 799,994 $ 33,594 $ 477 $ 602,842 $ 199,263 $ 1,218,703 ($ 47,140 ) $ 2,807,733

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


HANPIN ELECTRON CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)

Notes Year ended December 31
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax $ 446,784 $ 519,024
Adjustments
Adjustments to reconcile profit (loss)
Net gains on financial assets at fair value through profit or loss 6(17) ( 396 ) ( 10,590 )
Provision for inventory market price decline 6(5) 411 729
Share of profit of subsidiaries, associates and joint ventures accounted for under equity method 6(6) ( 75,868 ) ( 56,647 )
Depreciation 6(7)(19) 14,032 13,590
Amortisation 6(19) 625 536
Interest income 6(15) ( 49,076 ) ( 47,329 )
Interest expense 6(18) 758 661
Exchange (gain) loss 6(24) ( 14,112 ) 22,230
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss - current ( 36,865 ) 59,197
Accounts receivable 209,600 ( 204,900 )
Accounts receivable - related parties ( 6,885 ) 28,290
Other receivables ( 16,229 ) 681
Other receivables - related parties ( 71 ) 188
Inventories 5,257 ( 19,594 )
Prepayments ( 2,477 ) 522
Changes in operating liabilities
Contract liabilities - current 5,350 16,861
Notes payable 107 ( 52 )
Accounts payable ( 9,852 ) 24,033
Accounts payable - related parties ( 11,170 ) 107,935
Other payables 2,348 57,451
Other payables - related parties ( 4,020 ) 3,918
Net defined benefit liabilities - non-current 447 ( 2,895 )
Cash inflow generated from operations 458,698 513,839
Interest received 47,168 45,865
Dividends received 6(6) 313,693 -
Interest paid ( 754 ) ( 630 )
Income tax paid ( 127,928 ) ( 120,008 )
Net cash flows from operating activities 690,877 439,066

(Continued)


HANPIN ELECTRON CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)

Notes Year ended December 31
2025 2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortised cost ($ 753,200) ($ 1,194,600)
Proceeds from disposal of financial assets at amortised cost 1,013,400 764,600
Cash paid for acquisition of property, plant and equipment 6(23) ( 20,449) ( 4,727)
Acquisition of intangible assets ( 833) ( 173)
Increase in prepayments for equipment ( 879) ( 632)
Net cash flows from (used in) investing activities 238,039 ( 435,532)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings 6(24) - 10,000
Decrease in long-term borrowings 6(24) ( 6,454) ( 8,068)
Decrease in guarantee deposits received 6(24) ( 1,589) ( 689)
Cash dividends paid 6(13) ( 255,998) ( 223,998)
Transfers of prior year fractional cash dividends 70 116
Net cash flows used in financing activities ( 263,971) ( 222,639)
Net increase (decrease) in cash and cash equivalents 664,945 ( 219,105)
Cash and cash equivalents at beginning of year 6(1) 328,058 547,163
Cash and cash equivalents at end of year 6(1) $ 993,003 $ 328,058

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


  • 43 -

Candidates for Director Elections (incl. Independent Directors)

No. Position Name Number of shares held Education Work Experience Current Position
1 Director Shen-Keng Liu 4,094,056 National Chung Hsing University Department of Animal Science • Chairman and President of Hanpin Electron Co., Ltd.
• Chairman and President of Hanchih Development Co., Ltd.
• Representative and Director of Hanpin (BVI) International Co., Ltd.
• Director and Legal Representative of Hanchih Electronics (Hong Kong) Co., Ltd.
• Chairman of Hanpin Electronics (Shenzhen) Co., Ltd.
• Chairman of Hanchih Electronics (Shenzhen) Co., Ltd.
• Director of Hancheng Investment Co., Ltd. • Chairman and President of Hanpin Electron Co., Ltd.
• Chairman and President of Hanchih Development Co., Ltd.
• Representative and Director of Hanpin (BVI) International Co., Ltd.
• Director and Legal Representative of Hanchih Electronics (Hong Kong) Co., Ltd.
• Chairman of Hanpin Electronics (Shenzhen) Co., Ltd.
• Chairman of Hanchih Electronics (Shenzhen) Co., Ltd.
2 Director Representative of Yen-Jiun Co., Ltd.
Yen-Jiun Liu 4,509,800 New York University MS in Financial Management • Legal supervisor representative of Hanpin Electron Co., Ltd.
• Supervisor of Hanchih Development Co., Ltd.
• Supervisor of Yen-Jiun Co., Ltd.
• Supervisor of Hanping Development Co., Ltd
• Representative and Director of Yen-Bo International Co., Ltd. • Director and Legal Representative of Hanpin Electron Co., Ltd.
• Supervisor of Yen-Jiun Co., Ltd.
• Supervisor of Hanping Development Co., Ltd
• Representative and Director of Yen-Bo International Co., Ltd.
• Chairman of Hancheng Investment Co., Ltd.
3 Director Chin-Chung Liu 1,116,000 National Cheng Kung University Department of Urban Planning • Supervisor of Hanpin Electron Co., Ltd.
• Supervisor of Hanchih Development Co., Ltd. • Director of Hanpin Electron Co., Ltd.

No. Position Name Number of shares held Education Work Experience Current Position
4 Director Guan-Ting Liu 181,000 Master, California State University ● Chief of Product Development of Hanpin Electron Co., Ltd.
● Director of Hanpin Electron Co., Ltd. ● Director of Hanpin Electron Co., Ltd.
5 Director Wen-Hsien Chu 10,000 I-Shou University MS Management Science ● Director, Vice President of the Finance Department, CAO, CFO, and Chief Governance Officer of Hanpin Electron Co., Ltd.
● Director of Hanchih Development Co., Ltd.
● Director of Hanpin (BVI) International Co., Ltd.
● Director of Hanchih Electronics (Hong Kong) Co., Ltd.
● Director of Hanpin Electronics (Shenzhen) Co., Ltd.
● Director of Hanchih Electronics (Shenzhen) Co., Ltd. ● Director, Vice President of the Finance Department, CAO, CFO, and Chief Governance Officer of Hanpin Electron Co., Ltd.
● Director of Hanchih Development Co., Ltd.
● Director of Hanpin (BVI) International Co., Ltd.
● Director of Hanchih Electronics (Hong Kong) Co., Ltd.
● Director of Hanpin Electronics (Shenzhen) Co., Ltd.
● Director of Hanchih Electronics (Shenzhen) Co., Ltd.
6 Director Hsi-Ping Wang - Product Design Division, Department of Industrial Design, National Taipei Institute of Technology ● Chief Engineer of the R&D Department of Hanpin Electron Co., Ltd.
Holder of multiple utility model and design patents ● Chief Engineer of the R&D Department of Hanpin Electron Co., Ltd.
7 Director Chen-Hsien Liu 1,609,000 Shu-Te University Department of Business Administration ● Vice Chairman of Great Computer Corporation
● Vice Chairman of Y-S Electronic Co., Ltd.
● Vice Chairman of U-Best Innovative Technology Co., Ltd.
● Vice Chairman of Pony Leather Corporation
● Director of Hsing Yi Asset Management Co., Ltd.
● Director o Hsin-Li Chemical Industrial Corporation ● Vice Chairman of Great Computer Corporation
● Vice Chairman of Y-S Electronic Co., Ltd.
● Vice Chairman of U-Best Innovative Technology Co., Ltd.
● Vice Chairman of Pony Leather Corporation
● Director of Hsing Yi Asset Management Co., Ltd.

No. Position Name Number of shares held Education Work Experience Current Position
● Independent Director of Feng Ching Metal Corporation ● Director o Hsin-Li Chemical Industrial Corporation
● Independent Director of Feng Ching Metal Corporation
8 Independent Director Ming-Long Wang - State University of New York PhD in Finance ● Department Chair of Department of Accountancy and Graduate Institute of Finance National Cheng Kung University
● Vice Dean of College of Management and CEO of EMBA/AMBA National Cheng Kung University
● Director of Chinese Gamer International Corp.
● Independent Director and Remuneration Committee member of Kuei Meng International Inc.
● Director and Legal Representative of Tang Eng Iron Works Co., Ltd.
● Independent Director, Remuneration Committee Member,Sustainability Development and Risk Management Committee Memeber of Hanpin Electron Co., Ltd. ● Director of Chinese Gamer International Corp.
● Independent Director, Audit Committee Member, and Compensation Committee Member of Tainan- Cayman.
● Adjunct Professor of the EMBA Program, National Cheng Kung University
● Independent Director, Remuneration Committee Member,Sustainability Development and Risk Management Committee Memeber of Hanpin Electron Co., Ltd.
9 Independent Director Sheen-Yie Fang - National Taiwan University School of Medicine ● Professor and Attending Physician of National Cheng Kung University Hospital
● Superintendent of Father Fox Foundation Hospital
● Part time Attending Physician, Kuo General Hospital
● Independent Director, Remuneration Committee Member,Sustainability Development and Risk Management Committee Memeber of Hanpin Electron Co., Ltd. ● Attending Physician of National Cheng Kung University Hospital ENT Department
● Part time Attending Physician, Kuo General Hospital
● Emeritus Professor of National Cheng Kung University
● Honorary President of Taiwan Rhinology Society
● Independent Director, Remuneration Committee Member,Sustainability Development and Risk Management Committee
  • 45 -

No. Position Name Number of shares held Education Work Experience Current Position
Memeber of Hanpin Electron Co., Ltd.
10 Independent Director Chia-Chang Chuang - PhD, Institute of Clinical Medicine, National Cheng Kung University ● Associate Professor of Department of Emergency Medicine, Faculty, College of Medicine, National Cheng-Kung University
● Deputy Superintendent of Tainan Hospital, Ministry of Health and Welfare, Tainan, Taiwan
● Adjunct Professor,, Dep. of Emerg Med., College of Medicine, NCKU
● Director, Department of Emergency Medicine, National Cheng-Kung University Hospital
● Deputy Superintendent of Tainan Hospital, Ministry of Health and Welfare, Tainan, Taiwan
● Evaluation Committee, 2023 Merging/Other Discipline, National Science and Technology Council
● Independent Director, Remuneration Committee Member,Sustainability Development and Risk Management Committee Memeber of Hanpin Electron Co., Ltd. ● Deputy Medical Director, Kaohsiung Show Chwan Memorial Hospital.
● Adjunct Professor, Dep. of Emerg Med., College of Medicine, NCKU
● Independent Director, Remuneration Committee Member,Sustainability Development and Risk Management Committee Memeber of Hanpin Electron Co., Ltd.
11 Independent Director Li-Ling Chen - PhD, National Cheng Kung University Department of Accountancy ● Responsible person, Quanda Accounting Firm
● Assistant Professor, Food and Beverage Management Department of Tatung Institute of Technology
● Director, Accounting Office of Tatung Institute of Technology
● Supervisor of Lin Horn Technology Co., Ltd.
● Independent Director, Remuneration Committee Member,Sustainability Development and Risk Management Committee Memeber of Hanpin Electron Co., Ltd. ● Responsible person, Quanda Accounting Firm
● Independent Director of Lin Horn Technology Co., Ltd.
● Independent Director, Remuneration Committee Member, Risk Management Committee Member of Shuang-Bang Industrial. Corp.
● Independent Director, Remuneration Committee Member,Sustainability
  • 46 -

No. Position Name Number of shares held Education Work Experience Current Position
Development and Risk Management Committee
Memeber of Hanpin Electron Co., Ltd.
  • 47 -

Hanpin Electron Co., Ltd.

Details on Directors Holding Concurrent Positions in Other Companies

Name Concurrent positions in other companies
Shen-Keng Liu • Chairman and President: Hanpin Electron Co., Ltd., and Hanchih Development Co., Ltd.
• Director and Legal Representative: Hanpin (BVI) International Co., Ltd., and Hanchih Electronics (Shenzhen) Co., Ltd.
• Chairman: Hanpin Electronics (Shenzhen) Co., Ltd., and Hanchih Electronics (Shenzhen) Co., Ltd.
Yen-Jiun Liu • Director and Legal Representative of Hanpin Electron Co., Ltd.
• Supervisor of Yen-Jiun Co., Ltd.
• Supervisor of Hanping Development Co., Ltd
• Representative and Director of Yen-Bo International Co., Ltd.
• Chairman of Hancheng Investment Co., Ltd.
Chin-Chung, Liu • Director: Hanpin Electron Co., Ltd.
Guan-Ting Liu • Director: Hanpin Electron Co., Ltd.
Wen-Hsien Chu • Director, Vice President of Finance Department, CAO, CFO, and Chief of Corporate Governance of Hanpin Electron Co., Ltd.
• Director: Hanchih Development Co., Ltd., Hanpin (BVI) International Co., Ltd., Hanchih Electronics (Hong Kong) Co., Ltd., Hanpin Electronics (Shenzhen) Co., Ltd., and Hanchih Electronics (Shenzhen) Co., Ltd.
Hsi-Ping Wang • Chief Engineer of the R&D Department of Hanpin Electron Co., Ltd.
Chen-Hsien Liu • Vice Chairman of Great Computer Corporation
• Vice Chairman of Y-S Electronic Co., Ltd.
• Vice Chairman of U-Best Innovative Technology Co., Ltd.
• Vice Chairman of Pony Leather Corporation
• Director of Hsing Yi Asset Management Co., Ltd.
• Director o Hsin-Li Chemical Industrial Corporation
• Independent Director of Feng Ching Metal Corporation
Ming-Long Wang • Director of Chinese Gamer International Corp.
• Independent Director, Audit Committee Member, and Compensation Committee Member of Tainan- Cayman
• Independent Director, Remuneration Committee
• Vice Dean of College of Management and CEO of EMBA/AMBA National Cheng Kung University

-- 48 --


Name Concurrent positions in other companies
• Member, Sustainability Development and Risk Management Committee Memeber of Hanpin Electron Co., Ltd.
Sheen-Yie Fang • Attending Physician of National Cheng Kung University Hospital ENT Department
• Emeritus Professor of National Cheng Kung University
• Honorary President of Taiwan Rhinology Society
• Independent Director, Remuneration Committee Member, Sustainability Development and Risk Management Committee Memeber of Hanpin Electron Co., Ltd.
Chia-Chang Chuang • Deputy Medical Director, Kaohsiung Show Chwan Memorial Hospital.
• Adjunct Professor, Dep. of Emerg Med., College of Medicine, NCKU
• Independent Director, Remuneration Committee Member, Sustainability Development and Risk Management Committee Memeber of Hanpin Electron Co., Ltd.
Li-Ling Chen • Responsible person, Quanda Accounting Firm
• Independent Director, Remuneration Committee Member, Risk Management Committee Member of Shuang-Bang Industrial. Corp.
• Independent Director, Lin Horn Technology Co., Ltd.
• Independent Director, Remuneration Committee Member, Sustainability Development and Risk Management Committee Memeber of Hanpin Electron Co., Ltd.
  • 49 -

IV. Appendices


  • 50 -

Hanpin Electron Co., Ltd.

Rules of Procedure for Shareholder Meetings

  1. Unless otherwise required by law, the proceeding of the Shareholders' Meeting of the Company shall be conducted in accordance with these Rules.

  2. The Shareholders' Meeting shall furnish a signature book for the shareholders attending the meeting to sign in, or require the attending shareholders to submit their sign-in cards in lieu of signing the book.

The number of shares present shall be calculated based on the signature book or sign-in cards submitted by the shareholders, or the sign up records on the virtual meeting platform plus the number of shares whose voting rights are exercised by correspondence or electronically.

For virtual shareholders meetings, shareholders may begin to sign in on the virtual meeting platform 30 minutes prior to the commencement of the meeting. Shareholders completing sign-in will be deemed as attend the shareholders' meeting in person.

  1. The attendance and voting at the Shareholders' Meeting shall be calculated based on the number of shares held by the attending shareholders. If a shareholder makes a request for a recount of shareholdings, the Chair may refuse the request.

  2. The Shareholders' Meeting shall be held in the place where the Company is located or at any other place that is convenient for the shareholders to attend and appropriate to convene such meeting, and the Shareholders' Meeting shall commence at a time no earlier than 9:00 a.m. and no later than 3:00 p.m.

When the Company convenes shareholders' meetings via visual communication network, the requirements on meeting venues are not applicable.

When the Company holds a shareholders' meeting, it shall include electronic voting in the methods of method of exercising voting rights, and the method of exercising voting rights shall be specified in the shareholders' meeting notice. A shareholder exercising their voting rights by electronic means is deemed to have attended the meeting in person, but to have waived his/her/its rights with respect to the extemporary motions and amendments to original proposals of that meeting.

  1. If a Shareholders' Meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall act as the Chair at the meeting. If the Chairman is on leave or cannot exercise his powers and authorities for any reason, the Vice Chairman shall act on the Chairman's behalf. If there's no Vice Chairman, or the Vice Chairman is also on leave or cannot exercise his powers and authorities for any reason, the Chairman shall designate a Director to act on his behalf. In case of absence of such designation, the Directors shall elect one from among themselves to act on the Chairman's behalf. If the Shareholders' Meeting is convened by a person with the authority to convene other meetings than the Board of Directors, such person shall act as the Chair at that meeting. When there are more than two persons with the authority to convene, they shall elect one from themselves to convene the meeting.

  2. The attorneys, certified public accountants, or related persons retained by the Company may attend a Shareholders' Meeting in a non-voting capacity.


  1. The Company shall make an uninterrupted recording of the entire process of the Shareholders' Meeting by audio or video, and keep it for least one year.

  2. The Chair shall call the meeting to order at the time scheduled for the meeting. If the meeting is attended by shareholders representing less than half of the total issued shares, the Chair may announce a postponement of the meeting, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the meeting is attended by shareholders not up to the specified quorum but representing more than one-third or more of the total issued shares after two postponements, the Chair shall declare the meeting adjourned; for meetings held via visual communication network, the adjournment of the meeting shall be announced separately on 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 made in accordance with paragraph one of Article 175 of the Company Act. The Company shall notify the shareholders of the tentative resolutions, and convene another shareholders' meeting within one month. For meetings held via visual communication network, if shareholders intend to participate via visual communication network, they shall sign up again with the Company before two business days before the meeting date.

If the number of shares represented by attending shareholders reaches more than half of the total issued shares before that same meeting is adjourned, the Chair may resubmit the tentative resolution(s) made at the meeting for a vote in accordance with Article 174 of the Company Act.

  1. The agenda for the Shareholders' Meeting shall be set by the Board of Directors if such meeting is convened by the Board of Directors. The meeting shall proceed as scheduled in the agenda, and no changes may be made unless otherwise resolved at the Shareholders' Meeting.

The preceding paragraph shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting. The Chair shall not announce adjournment of the meeting until the agenda in the two preceding paragraphs is completed (including extemporary motion) unless duly resolved in the meeting.

After a meeting is adjourned, the shareholders shall not elect another Chair to resume the meeting at the same location or at any other venue. During the session of a Shareholders' Meeting, if the Chair declares the adjournment of the meeting in a manner in violation of such rules governing the proceedings of meetings, a new chair of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceedings of the meeting.

  1. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his shareholder account number (or attendance number), and account name. The order in which shareholders speak will be set by the Chair. An attending shareholder who submits a speaker's slip but does not speak at the meeting shall be deemed to have not spoken. In the event of any discrepancies between the contents of the shareholder's speaking and those recorded on the slip, the contents of the shareholder's speaking shall prevail. When an attending shareholder is speaking at the meeting, no other shareholders may interrupt the speaking shareholder, unless permitted by the Chair and the speaking shareholder; the Chair shall stop any violations.

  2. 51 -


  1. Unless otherwise permitted by the Chair, a shareholder may not speak more than twice on the same proposal, and each speech may not exceed five minutes. The Chair may stop the speaking of any shareholder that is in violation of the preceding paragraph or whose statement exceeds the scope of the proposal. When the shareholders' meetings are convened via a visual communication network, attending shareholders may raise two questions preceding writing on the virtual meeting platform after the meeting is called to order and before the meeting is adjourned. No more than two questions may be raised for each motion, and each question shall not exceed 200 words, and shall not be subject to the preceding 2 paragraphs.

  2. If a juristic (corporate) person is appointed to attend a Shareholders' Meeting as proxy, it may designate only one representative to attend the meeting. When a juristic (corporate) person shareholder appoints two or more representatives to attend a Shareholders' Meeting, only one representative may speak on the same proposal. For meetings held via visual communication network, if shareholders intend to participate via visual communication network, they shall sign up with the Company two business days before the meeting date.

  3. After an attending shareholder has spoken at the meeting, the Chair may answer either in person or through a designee.

  4. When the Chair deems that a proposal has been sufficiently discussed to put it to a vote, the Chair may announce discussion closed and call for a vote.

  5. The personnel monitoring the casting of ballots and the personnel counting the ballots shall be designated by the Chair, provided that all personnel monitoring the casting of the ballots shall be shareholders of the Company. The voting results shall be announced on the spot and made into records.

  6. During the proceeding of the meeting, the Chair may announce a break taking into consideration the time. If a force majeure event occurs, the Chair may rule the meeting suspended and announce a time when, in view of the circumstances, the meeting will be resumed, or the shareholders' meeting may make a resolution to reconvene the meeting within five days without notification or public announcement. For meetings held via visual communication network, unless postponement or continual of meetings are required in situations stipulated in Article 44-20 Paragraph 4 in the Regulations Governing the Administration of Shareholder Services of Public Companies, the new date for postponement or continual of meetings that is within five days is not subject to Article 182 of the Company Act in circumstances where disruption to the virtual meeting platform or participation due to natural disasters, accidents or force majeure occurs and lasts for more than 30 minutes before the Chair declares meeting adjourned.

  7. 52 -


  1. Unless otherwise provided for in the Company Act or the Articles of Incorporation, the passage of a proposal requires a majority of voting rights represented by the attending shareholders.

If, during the voting course, none voices an objection upon solicitation of the Chair, the proposal is deemed passed, with equivalent force as a resolution by vote.

If a shareholder who has exercised their voting power in writing or by way of electronic transmission intends to attend the shareholders' meeting in person or via visual communication network, they shall, two days prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his voting power, serve a separate declaration of intention to rescind his previous declaration of intention made in exercising the voting power under the preceding Paragraph 2. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail.

When the Company convenes a shareholders' meeting via a visual communication network, after the meeting is called to order, shareholders attending the meeting via visual communication network shall cast votes on motions and elections on the virtual meeting platform before the Chair announces the voting session ends or will be deemed abstained from voting.

For meetings held via a visual communication network, the votes shall be counted at once and the results of votes and elections shall be announced on-site immediately and disclosed on the meeting platform immediately after the Chair declared the close of the voting, and the results shall be kept disclosed for at least 15 minutes after the Chair declares the meeting adjourned.

  1. If there is an amendment or an alternative to a proposal, the Chair may combine the amendment or alternative into the original proposal, and determine their orders for voting. If any one among them is passed, the other proposal(s) shall be deemed as rejected, and no further voting is required.

  2. The Chair may instruct security personnel (or guards) to assist in maintaining the order at the meeting venue. Such security personnel (or guards) shall wear arm badges marked with "Security" while assisting in maintaining the order on site. Shareholders should follow the instructions of the Chair, security personnel, or guards in maintaining order. Any person who obstructs the proceeding of the meeting and refuses to obey, the Chair, security personnel, or guards may escort him from the meeting.

  3. These Rules shall take effect upon the approval by the Shareholders' Meeting, and the same shall apply to any amendments thereto.

  4. 53 -


  • 54 -

Hanpin Electron Co., Ltd.

Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is duly incorporated in accordance with the regulations governing corporations in the Company Act and bears the title of Hanpin Electron Co., Ltd.

Article 2: The Company is engaged in the following businesses:
1. CC01030 Electrical Appliances Manufacturing
2. CC01040 Lighting Equipment Manufacturing
3. CC01050 Data Storage and Handling Equipment Manufacturing
4. CC01070 Wireless Communication Mechanical Equipment Manufacturing
5. CC01080 Electronics Components Manufacturing
6. F401010 International Trade
7. I501010 Product Designing
8. I301010 Information Software Services
9. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The Company shall be based in Tainan City, and may, if necessary, set up branches or offices at various locations within the territory of ROC or abroad in accordance with the laws and regulations upon resolution of the Board of Directors, and the Company may act as a guarantor for business purposes. The total amount of the Company's investment in other businesses shall not be subject to the restriction of no more than 40 percent of its paid-in capital as provided in Article 13 of the Company Act.

Article 4: Deleted

Chapter 2 Shares

Article 5: The total amount of the Company's capital stock shall be TWD 14.5 billion, divided into 1.45 billion shares, at par value of TWD 10 per share. For shares not yet issued, the Board of Directors is authorized to issue the shares in installments depending on business needs. Among the shares, 2,000,000 shares are reserved for subscription warrants, preference shares with subscription warrants, or corporate bonds with warrants.

Article 6: The Company's shares shall all be name-bearing share certificates signed by Directors representing the Company or affixed with seals thereof and shall be duly certified or authenticated by share certificate issuers in accordance with the laws before the issuance thereof. The Company may issue shares without printing any share certificates, but such shares shall be registered with a central securities depository organization.


Article 6-1: When issuing new shares or corporate bonds, the Company may print them collectively at the total number of new shares or bonds, or be exempt from printing share certificates for the new shares.

The new shares shares as specified in the preceding paragraph shall be registered with or kept at a central securities depository organization, or maybe replaced by new certificates with larger face values upon the request of the central securities depository organization.

Article 7: Deleted

Article 8: Unless otherwise regulated, the excising of share-related rights and handling of share-related matters including the transfer, pledge, lost of certificates, inheritance, gifting, and change of address are handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies".

Article 9: Registration for transfer of shares shall be suspended sixty days before the Annual Shareholders' Meeting, thirty days before Special Shareholders' Meeting, or five days before the reference date on which the Company decides to distribute dividends, and bonuses, or any other benefits.

Chapter 3 Shareholders' Meeting

Article 10: The shareholders' meeting is of two kinds, the regular meeting and the special meeting. Regular meetings are convened once a year within six months after the close of each fiscal year, and the shareholders shall be informed thereof thirty days prior to the meeting. Special meetings are called for at any time when necessary, and the shareholders shall be informed thereof fifteen days prior to the meeting.

The date, venue and cause(s) of the meetings to be convened shall be indicated in the announcements and meeting notices.

A shareholders meeting shall, unless otherwise provided for in the Company Act, be convened by the Board of Directors.

The meeting notice may be effected by means of electronic transmission, after obtaining a prior consent from the shareholders.

When the Company holds a shareholders' meeting, the meeting may be held by means of visual communication, or other methods announced by the central competent authorities.

Article 11: When a shareholder is unable to attend a shareholders' meeting for any reasons, he may appoint a proxy to attend his behalf by executing a power of attorney issued by the Company stating therein the scope of power authorized to the proxy. When a person who acts as the proxy for two or more shareholders, the number of voting power represented by him shall not exceed $3\%$ of the total number of voting shares of the Company, otherwise, the portion of excessive voting power shall not be counted.

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Unless otherwise required by the Company Act, the use of proxies for attendance at shareholders' meetings shall be handled in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies".

Article 12: Unless otherwise required by the Company Act, the Chairman of the Board of Directors shall act as the Chair at the meeting. If the Chairman is on leave or cannot exercise his powers and authorities for any reason, the Vice Chairman shall act on the Chairman's behalf. If the Chairman and Vice Chairman are absent, the Chairman shall designate a Director to act on his behalf. In case of absence of such designation, the Directors shall elect one from among themselves to act on the Chairman's behalf, and the meeting shall be carried out in accordance with the Company's Rules of Procedure for Shareholder Meetings.

Article 13: A shareholder shall have one voting rights in respect of each share in his possession. However, this shall not apply to the shares under the circumstances specified in Article 179 of the Company Act.

Article 14: Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

Article 15: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chair of the meeting and shall be distributed to all shareholders of the Company within twenty days after the close of the meeting. The Company may distribute the meeting minutes mentioned in the preceding paragraph by means of a public announcement made through the MOPS system.

The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the Chair, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the Company.

The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

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Chapter 4 Directors and the Audit Committee

Article 16: The Company has seven to fifteen Directors and adopts the candidate nomination system. The shareholders shall elect the Directors from among the nominees listed in the roster of Director candidates. The term of office of a Director is three years and a Director is eligible for re-election. The total registered shares held by all Directors of the Company is as stipulated in the "Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" promulgated by the Securities & Futures Commission of the Ministry of Finance.

There shall be no less than three seats of Independent Directors among the number of Directors to be elected as referred to in the preceding paragraph, and the Independent Directors shall represent no less than one-fifth of the total number of Directors. The professional qualifications, restrictions on shareholding and concurrent positions, method of nomination and election, and other matters to be compliant with shall be subject to the relating regulations of the authority in charge of securities.

Article 16-1: Deleted

Article 16-2: The Company has established the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act, and the Audit Committee consists of all Independent Directors. The committee, members, duties and other relating matters shall be compliant with the regulations under the Securities and Exchange Act.

Article 17: When the number of vacancies in the Board of Directors of is equal to or higher than one third of the total number of Directors, the Board of Directors shall call, within 60 days, a special shareholders' meeting to elect succeeding Directors to fill the vacancies.

Article 18: If 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 19: The Board of Directors shall elect a chairman of the Board of Directors from among the Directors by a majority vote at a meeting attended by over two-thirds of the Directors, and may also elect a Vice chairman of the Board in accordance. The Chairman of the Board shall represent the Company externally; he shall internally preside the shareholders' meetings and the board meetings, and manage all matters of the Company in accordance as required by the laws, regulations, charters, and resolutions of the shareholders' meeting and board meetings.

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Article 20: The board meetings shall be convened and presided by the Chairman of the Board of Directors; however, the first meeting of each term of the Board of Directors is convened by the Director who received a ballot representing the largest number of votes at the election of Directors. The Chairman of the Board of Directors shall act as the Chair at the meeting. If the Chairman is on leave or cannot exercise his powers and authorities for any reason, the Vice Chairman shall act on the Chairman's behalf. If the Chairman and Vice Chairman are absent, the Chairman shall designate a Director to act on his behalf. In case of absence of such designation, the Directors shall elect one from among themselves to act on the Chairman's behalf.

If a Board Meeting, 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 20-1: In convening a Board Meeting, a notice shall be delivered to each Director no later than seven days prior to the scheduled meeting date. However, in the case of emergency, a Board Meeting may be convened at any time. The notice shall indicate the cause(s) of the meeting and delivered in forms of written notice, e-mail, or fax.

Article 21: Unless otherwise provided for the Company Act, resolutions of the Board Meetings shall be adopted by a majority of the Directors at a meeting attended by a majority of the Directors. When a Director cannot attend a Board Meeting for some reason, he may appoint another Director to attend the meeting on his behalf, and issue a proxy stating the scope of authority with reference to the subjects to be discussed at the meeting, provided that one Director may accept the appointment to act as the proxy of one other Director only.

Article 22: Resolutions adopted at a board meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chair of the meeting and shall be distributed to all Directors of the Company within twenty days after the close of the meeting. The minutes of shareholders' meeting shall record a summary of the essential points of the proceedings and the results of the meeting. The minute, attendance list bearing the signatures of Directors present at the meeting, and the powers of attorney of the proxies shall be kept together by the Company.

Article 23: Deleted

Article 24: The Board of Directors is authorized to determine the remuneration and liability insurance of all Directors based on their participation in the Company's operation, level of contribution, and remuneration level of the peer companies in the same industry.

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Chapter 5 Managerial Officer

Article 25: The Company may establish managerial officers, and their appointment, discharged and remuneration shall be adopted by a majority of the Directors at a meeting attended by a majority of the Directors.

Article 26: Deleted

Article 27: Deleted

Chapter 6 Account Closure

Article 28: The fiscal year for the Company shall be from January 1 of each year to December 31 of the same year. After the close of each fiscal year, the following reports shall be prepared by the Board of Directors, and reported at the Shareholders' Meeting.

  1. Business report
  2. Financial statement
  3. Proposal for earning distribution

Article 29: If there are profits for the year after off-setting all accumulated deficits, the Company may distribute no less than five percent and no more than fifteen percent of the profit as remuneration to employees (of which, no less than 1% of profits shall be allocated as remuneration for entry-level employees) and no more than five percent of the profit as remuneration to directors, respectively. The remuneration to employees shall be distributed in the form of shares or cash to subsidiary and controlling company employees who meet specific requirements as determined by the Board of Directors.

Distribution of remuneration to employees and Directors shall be implemented as approved by the majority of the Directors present at the Board Meeting attended by over two-thirds of the Directors, and shall be reported at the Shareholders' Meeting.

Article 29-1:

The Company's market in a steadily growing industry. To be in line with the Company's long-term business development, future capital needs, long-term financial plans, and fulfillment of shareholders' need for cash inflow, if the Company has earnings for the year, it distributes the earnings in the following order:

  1. Pay taxes
  2. Offset accumulated deficits
  3. Appropriate ten percent as legal reserve Where such legal reserve amounts to the total paid-in capital, this shall not apply.

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  1. Appropriate or reverse to special reserve as required by the competent authority.

  2. If there are earnings after items 1. to 4., the Company plans its distribution of retained earnings based on the earnings of the year and undistributed earnings from the previous year while taking into consideration the Company's future business scope expansion and cash flow requirement. The Company shall appropriate no less than ten percent of the remaining earnings as dividends and bonuses to shareholders, where total cash dividends shall be no less than ten percent and no higher than one hundred percent of the total amount distributed to the shareholders. The Board shall resolve on the matter regarding retaining or distribution of share and cash dividends, and report it at the Shareholders' Meeting for approval.

The ratio of these stock and cash dividends may be adjusted based on actual profit and capital of the year upon approval at the Shareholders' Meeting.

Chapter 7 Supplementary Provisions

Article 30: Deleted

Article 31: The Company's organizational rules and procedural rules shall be formulated by the Board of Directors separately.

Article 32: Any matters not provided for herein shall subject to the Company Act, as well as other related laws and regulations.

Article 33: The Articles of Incorporation were established on March 11, 1969. The 1st amendment was made on July 10, 1969. The 2nd amendment was made on September 10, 1974. The 3rd amendment was made on April 8, 1978. The 4th amendment was made on April 20, 1980. The 5th amendment was made on July 7, 1983. The 6th amendment was made on December 10, 1985. The 7th amendment was made on April 14, 1986. The 8th amendment was made on October 20, 1986. The 9th amendment was made on June 20, 1987. The 10th amendment was made on October 20, 1987. The 11th amendment was made on December 10, 1987. The 12th amendment was made on March 3, 1988. The 13th amendment was made on May 25, 1988. The 14th amendment was made on November 1, 1988. The 15th amendment was made on December 27, 1988. The 16th amendment was made on June 19, 1989. The 17th amendment was made on October 11, 1989. The 18th amendment was made on December 21, 1989. The 19th amendment was made on February 15, 1990. The 20th amendment was made on March 20, 1990. The 21st amendment was made on July 10, 1990. The 22nd amendment was made on December 8, 1990. The 23rd amendment was made on June 4, 1991. The 24th amendment was made on April 30, 1992. The 25th amendment was made on June 20, 1992. The 26th amendment was made on May 15, 1993.

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The 27th amendment was made on June 21, 1994. The 28th amendment was made on March 4, 1996. The 29th amendment was made on May 17, 1996. The 30th amendment was made on June 18, 1996. The 31st amendment was made on August 10, 1996. The 32nd amendment was made on December 16, 1996. The 33rd amendment was made on March 28, 1997. The 34th amendment was made on May 27, 1997. The 35th amendment was made on June 10, 1998. The 36th amendment was made on September 1, 1998. The 37th amendment was made on December 28, 1998. The 38th amendment was made on July 26, 1999 and implemented upon the resolution at the Shareholders' Meeting. The 39th amendment was made on October 18, 1999 and implemented upon the resolution at the Shareholders' Meeting. The 40th amendment was made on May 4, 2000 and implemented upon the resolution at the Shareholders' Meeting. The 41st amendment was made on April 20, 2001. The 42nd amendment was made on April 20, 2001. The 43rd amendment was made on May 30, 2002. The 44th amendment was made on June 19, 2003. The 45th amendment was made on May 31, 2004. The 46th amendment was made on June 14, 2005 and implemented upon the resolution at the Shareholders' Meeting. The 47th amendment was made on June 13, 2007 and implemented upon the resolution at the Shareholders' Meeting. The 48th amendment was made on June 11, 2008 and implemented upon the resolution at the Shareholders' Meeting. The 49th amendment was made on June 16, 2009 and implemented upon the resolution at the Shareholders' Meeting. The 50th amendment was made on June 17, 2010 and implemented upon the resolution at the Shareholders' Meeting. The 51st amendment was made on June 22, 2012 and implemented upon the resolution at the Shareholders' Meeting. The 52nd amendment was made on June 22, 2016 and implemented upon the resolution at the Shareholders' Meeting. The 53rd amendment was made on June 22, 2018 and implemented upon the resolution at the Shareholders' Meeting. The 54th amendment was made on June 24, 2019 and implemented upon the resolution at the Shareholders' Meeting. The 55th amendment was made on June 24, 2020 and implemented upon the resolution at the Shareholders' Meeting. The 56th amendment was made on June 24, 2022 and implemented upon the resolution at the Shareholders' Meeting. The 57th amendment was made on June 20, 2025 and implemented upon the resolution at the Shareholders' Meeting.

Hanpin Electron Co., Ltd.

Chairman: Shen-Keng Liu

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Hanpin Electron Co., Ltd.

Procedures for Acquisition or Disposal of Assets

Chapter 1 General Provisions

Article 1: Purpose and Legal Basis

To strengthen asset management and implement information transparency, these Procedures are hereby amended and executed in accordance with Article 36-1 of the Securities and Exchange Act: and the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued by the competent authority. Matters not defined or covered herein shall be governed by the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" and relevant laws and regulations.

Article 2: Scope of Assets

(I) Long-term and short-term investments such as stocks, government bonds, corporate bonds, financial bonds, domestic beneficiary certificates, overseas mutual funds, depositary receipts, call (put) warrants, beneficiary securities, and asset-backed securities.

(II) Real property (including land, houses and buildings, investment property, and inventories of the construction industry) and equipment.

(III) Membership certificates.

(IV) Intangible assets such as patents, copyrights, trademarks, and franchises.

(V) Right-of-use assets.

(VI) Derivative products: Refers to forward contracts, options contracts, futures contracts, leverage margin contracts, and swap contracts whose value is derived from a specific interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variables; or hybrid contracts combining the above or embedding derivatives. Forward contracts referred to herein do not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, and long-term purchase (sales) contracts.

(VII) Assets acquired or disposed of through merger, demerger, acquisition, or transfer of shares in accordance with the law: Refers to assets acquired or disposed of through merger, demerger, or acquisition conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institutions Merger Act, or other laws, or the issuance of new shares to transfer shares of another company (hereinafter referred to as "transfer of shares") pursuant to Article 156-3 of the Company Act.

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(VIII) Other major assets.

Article 3: Evaluation Procedures:

(I) When the Company acquires or disposes of long-term or short-term securities investments or engages in derivative transactions, the responsible department shall analyze relevant benefits and evaluate possible risks. For the acquisition or disposal of real property, equipment, or right-of-use assets, each unit shall prepare a capital expenditure plan in advance to conduct a feasibility assessment regarding the purpose of acquisition or disposal and expected benefits. If real property or right-of-use assets are acquired from a related party, the reasonableness of transaction terms shall be evaluated in accordance with Chapter II of these Procedures.

(II) When acquiring or disposing of securities, the Company shall, prior to the date of occurrence, obtain the target company's most recent financial statements audited or reviewed by a CPA or other relevant information as a reference for evaluating the transaction price. If the securities are not traded on a stock exchange or over-the-counter center, or are private placement securities, membership certificates, or intangible assets, and the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall, prior to the date of occurrence, engage a CPA to provide an opinion on the reasonableness of the transaction price, except for transactions with government agencies.

(III) If the transaction amount for the acquisition or disposal of intangible assets, right-of-use assets, or membership certificates reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall, prior to the date of occurrence, engage a CPA to provide an opinion on the reasonableness of the transaction price, except for transactions with domestic government agencies.

(IV) If the amount of acquisition or disposal of real property, equipment, or right-of-use assets reaches 20% of the Company's paid-in capital or NT$300 million or more, or if assets are acquired from or disposed of to a related party with a transaction amount reaching 10% of the Company's total assets, the Company shall first engage an objective and professional appraiser to issue an appraisal report or a CPA's opinion, and follow the asset appraisal procedures of these Procedures, except for the purchase or sale of domestic government bonds, bonds with repurchase or resale conditions, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

(V) The calculation of the transaction amounts in the preceding three paragraphs shall be handled in accordance with Subparagraph 7, Paragraph 1 of Article 5. The term "within one year" is based on the date of occurrence of the current transaction, tracing back one year. Portions for which an appraisal report from a professional appraiser or a CPA's opinion has already been obtained in accordance with these Regulations may be excluded.

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(VI) For mergers, demergers, acquisitions, or transfers of shares, the Company shall, prior to the Board of Directors' resolution, engage a CPA, lawyer, or securities underwriter to provide an opinion on the reasonableness of the share swap ratio, acquisition price, or cash or other property to be distributed to shareholders, and submit it to the Board for discussion and approval. However, in the case of a merger of a subsidiary in which the public company directly or indirectly holds 100% of the issued shares or total capital, or a merger between subsidiaries in which the public company directly or indirectly holds 100% of the issued shares or total capital, the aforementioned expert opinion on reasonableness may be waived.

(VII) Regarding the methods for determining the price and reference basis for the acquisition or disposal of assets, in addition to consulting the opinions of professional appraisers, CPAs, and other experts as prescribed, the following shall apply:

  1. For securities traded on a stock exchange or over-the-counter center, the price shall be determined by the prevailing equity or bond market prices.
  2. In acquiring or disposing of securities not traded on a centralized exchange or over-the-counter center, the Company shall consider net value per share, technology and profitability, future growth potential, market interest rates, coupon rates of bonds, and the creditworthiness of the debtor, while referencing the most recent transaction price for negotiation.
  3. In acquiring or disposing of membership certificates, the Company shall consider the potential benefits and refer to the most recent transaction price for negotiation; in acquiring or disposing of intangible assets such as patents, copyrights, trademarks, and franchises, the Company shall refer to international or market practices, useful life, and the impact on the Company's technology and business for negotiation.
  4. In acquiring or disposing of real property, equipment, and their right-of-use assets, the Company shall refer to the publicly announced current value, appraised value, actual transaction prices of neighboring real property or book value, and supplier quotes for negotiation. If real property is purchased from a related party, the transaction price shall first be calculated according to the methods set forth in Chapter II of these Procedures to evaluate its reasonableness.
  5. In engaging in derivative transactions, the Company shall refer to the trading conditions of the futures market, as well as exchange rate and interest rate trends.
  6. In conducting a merger, demerger, acquisition, or transfer of shares, the Company shall consider the nature of the business, net asset value per share, asset value, technology and profitability, production capacity, and future growth potential.

(VIII) The provisions regarding 10% of total assets in these Procedures shall be calculated

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based on the total asset amount in the most recent parent-company-only or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. For the Company's acquisition or disposal of shares of foreign companies that have no par value or a par value other than NT$10 per share, the transaction amount provision of 20% of paid-in capital in these Procedures shall be calculated as 10% of equity attributable to owners of the parent.

Article 4: Operating Procedures:

(I) Authorized Limits and Hierarchy

  1. Securities: The President is authorized to conduct transactions within the limits set forth in Article 7 of these Procedures. If a transaction reaches the announcement and reporting standards in Article 5, it must be reported to the Chairman for record-keeping the following day and submitted to the soonest Board of Directors meeting for ratification. However, the acquisition or disposal of stocks, corporate bonds, or private placement securities not traded on a centralized exchange or over-the-counter center that reach the announcement and reporting standards shall be subject to prior approval by a resolution of the Board of Directors.

  2. Derivative Transactions

(1) Hedging transactions: Based on changes in the Company's revenue and risk positions, personnel designated by the responsible department may conduct transactions with a single or cumulative position below US$6 million (including equivalent currencies). Transactions exceeding US$6 million shall be subject to the Chairman's approval.

(2) Non-hedging transactions: To reduce risk, any single or cumulative position below US$6 million must be approved by the Chairman; positions of US$6 million or more must be approved by the Board of Directors before the transaction may proceed.

(3) To ensure the Company's authorization coordinates with the bank's corresponding supervision and management, authorized trading personnel must inform the bank.

(4) Derivative transactions conducted under the aforementioned authorizations shall be reported to the soonest Board of Directors meeting after the fact.

  1. Acquisition of real property or right-of-use assets from related parties: Relevant materials shall be prepared in accordance with Chapter II of these Procedures and submitted to the Audit Committee for consent and the Board of Directors for approval before the transaction may proceed.

  2. Merger, demerger, acquisition, or transfer of shares: Relevant procedures shall be conducted and materials prepared in accordance with Chapter IV of these

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Procedures. Mergers, demergers, and acquisitions must be approved by a resolution of the shareholders' meeting, except where a resolution of the shareholders' meeting is waived by other laws. The transfer of shares shall be conducted after approval by the Board of Directors.

  1. Other: All matters shall be processed in accordance with the internal control systems and delegation of authority regulations. For transactions reaching the announcement and reporting standards in Article 5, prior approval by a resolution of the Board of Directors is required, except for the acquisition or disposal of machinery and equipment for business use, which may be ratified by the Board after the fact. If the circumstances fall under Article 185 of the Company Act, prior approval by a resolution of the shareholders' meeting is required.

(II) Executing Units and Transaction Processes

The executing unit for the Company's long-term and short-term securities investments and derivative transactions is the responsible department; the executing units for real property and other assets are the user departments and relevant authorized units; the executing unit for mergers, demergers, acquisitions, or transfers of shares shall be designated by the Chairman. After an asset acquisition or disposal is evaluated and approved according to regulations, the executing unit shall proceed with the transaction process including contracting, payment/collection, delivery, and acceptance, and shall follow the relevant operating processes of the internal control system based on the nature of the asset. Acquisitions of real property or right-of-use assets from related parties, derivative transactions, and mergers, demergers, acquisitions, or transfers of shares shall also be handled in accordance with Chapters II to IV of these Procedures.

Article 5: Public Announcement and Reporting Procedures:

(I) Under the following circumstances, the Company shall, based on nature and in the format and content prescribed in the attached tables (Appendix 2–8), announce and report relevant information on the website designated by the competent authority within two days starting from the date of occurrence:

  1. Acquisition or disposal of real property or right-of-use assets from/to a related party, or acquisition/disposal of other assets from/to a related party where the transaction amount reaches 20% of the Company's paid-in capital, 10% of total assets, or NT$300 million or more.
  2. Investments in the mainland China area where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more.
  3. Conduct of a merger, demerger, acquisition, or transfer of shares.
  4. Losses from derivative transactions reaching the maximum loss limit for all or individual contracts as set forth in Paragraph 4, Article 14, Chapter III of these Procedures.

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  1. Acquisition or disposal of equipment for business use or its right-of-use assets, where the counterparty is a non-related party and the transaction amount reaches NT$500 million or more.

  2. Acquisition of real property by way of construction on own land, construction on leased land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, where the counterparty is a non-related party, and the amount the company expects to invest reaches NT$500 million or more.

  3. For asset transactions other than those in the preceding six subparagraphs, where the amount per transaction, or cumulative transaction amount with the same counterparty within one year for the same nature of subject matter, or cumulative amount of acquisition or disposal (acquisitions and disposals accumulated separately) of real property or its right-of-use assets for the same development project within one year, or cumulative amount of acquisition or disposal (acquisitions and disposals accumulated separately) of the same securities within one year, reaches 20% of the company's paid-in capital or NT$300 million or more. The "within one year" referred to is based on the date of the current transaction, tracing back one year, and portions already announced in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" may be excluded. However, the following cases are not subject to this:

(1) Trading of domestic government bonds or foreign government bonds with a credit rating not lower than the sovereign credit rating of our country.

(2) Trading of bonds with repurchase or resale conditions, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

(II) The Company shall, by the 10th day of each month, input the status of derivative transactions conducted by the Company and its subsidiaries that are not domestic public companies as of the end of the previous month into the information reporting website designated by the competent authority in the prescribed format.

(III) If there are errors or omissions in the announced items at the time of announcement that require correction, all items shall be re-announced and reported within two days starting from the date the error or omission is known.

(IV) For transactions already announced under Paragraph (I), a new announcement and report must be made on the designated website within two days starting from the date of occurrence if any of the following occur:

  1. Change, termination, or rescission of the original contract.
  2. Failure to complete a merger, demerger, acquisition, or transfer of shares according to the contract schedule.
  3. Changes to the content of the original announcement and report.

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Article 6: Asset Appraisal Procedures:

In acquiring or disposing of real property, equipment, or right-of-use assets, except for transactions with domestic government agencies, construction on own or leased land, or acquisition/disposal of equipment for business use, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall obtain an appraisal report from a professional appraiser (details in Appendix 1) prior to the date of occurrence and comply with the following: However, if assets are acquired or disposed of through court auction, the certification documents issued by the court may substitute for the appraisal report or CPA opinion.

(I) When a limited price or specific price must be used as the reference for the transaction price due to special reasons, the transaction shall first be approved by a resolution of the Board of Directors; the same applies to subsequent changes in transaction terms.

(II) If the transaction amount reaches NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

(III) If any of the following occur in the appraisal results, the Company shall engage a CPA to provide a specific opinion on the reasons for the discrepancy and the fairness of the transaction price, unless the appraisal results for an acquired asset are all higher than the transaction amount, or the appraisal results for a disposed asset are all lower than the transaction amount:

  1. The discrepancy between the appraisal result and the transaction amount reaches 20% or more of the transaction amount.
  2. The discrepancy between the appraisal results of two or more professional appraisers reaches 10% or more of the transaction amount.

(IV) The date of the report issued by the professional appraiser and the date of the contract must not exceed three months. However, if the publicly announced current value from the same period applies and the period does not exceed six months, an opinion letter may be issued by the original professional appraiser.

Article 7: Investment Scope and Limits:

The Company and its subsidiaries may invest in real property and right-of-use assets not for business use or securities, with the following limits. In calculating Subparagraphs (IV) and (V), investments made for participating in the establishment of a company or serving as a director with the intent of long-term holding may be excluded.

(I) The total amount of real property and right-of-use assets not for business use shall not exceed 50% of the Company's net value in its most recent financial

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statements; for a subsidiary, it shall not exceed 30% of its net value shown in its most recent financial statements.

(II) The total amount of securities shall not exceed 50% of the Company's net value in its most recent financial statements; for a subsidiary, it shall not exceed 80% of its net value shown in its most recent financial statements.

(III) The limit for investment in individual securities shall not exceed 30% of the Company's net value in its most recent financial statements; for a subsidiary, it shall not exceed 60% of its net value shown in its most recent financial statements.

(IV) The net investment of the Company and its subsidiaries in any single TWSE/TPEx-listed company shall not exceed 20% of their respective net values in the most recent financial statements.

(V) The combined investment holding of the Company and its subsidiaries in any single TWSE/TPEx-listed company shall not exceed 10% of the total issued shares of that company.

Article 8: Control over Asset Acquisition or Disposal by Subsidiaries:

(I) If a subsidiary of the Company acquires or disposes of assets, it shall also follow these Procedures; however, the "paid-in capital" shall be based on the subsidiary's own paid-in capital.

(II) Subsidiaries shall follow their own "Internal Control Systems" and "Procedures for Acquisition or Disposal of Assets" and shall summarize and report the status of asset acquisitions/disposals and derivative transactions as of the end of the previous month to the Company in writing by the 5th day of each month. The Company's audit unit shall include the subsidiary's asset acquisition and disposal operations as a quarterly audit item, and the audit status shall be a necessary item in the audit report to the Audit Committee and the Board of Directors.

(III) If a subsidiary is not a domestic public company and its acquisition or disposal of assets reaches the announcement and reporting standards under Article 5, Subparagraph (I) regarding paid-in capital or total assets, the Company's paid-in capital or total assets shall be the basis. The subsidiary shall notify the Company on the date of occurrence, and the Company shall conduct the announcement and reporting on the designated website as required.

Article 9: Penalties

When the Company's managers and persons in charge of the matter violate these Procedures, the violation shall be reported for evaluation in accordance with the Company's Personnel Management Regulations and Internal Control Disciplinary Regulations, and penalties shall be imposed according to the severity of the

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circumstances.

Chapter II: Acquisition of Real Property or Right-of-Use Assets from Related Parties

Article 10: Basis for Identification

The acquisition of real property or right-of-use assets from a related party by the Company includes acquisitions through purchase or exchange. The identification of related parties shall be conducted in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. In making such identification, in addition to legal forms, substantive relationships shall also be considered.

Article 11: Resolution Procedures

When the Company acquires from or disposes to a related party real property or its right-of-use assets, or acquires from or disposes to a related party assets other than real property or its right-of-use assets where the transaction amount reaches 20% of the Company's paid-in capital, 10% of total assets, or NT$300 million or more—excluding the trading of domestic government bonds, bonds with repurchase or resale conditions, and the subscription or redemption of money market funds issued by domestic securities investment trust enterprises—the executing unit shall submit the following materials to the Audit Committee for approval and the Board of Directors for a resolution before entering into a transaction contract and making payments:

(I) The purpose, necessity, and expected benefits of the acquisition or disposal of assets.

(II) The reasons for selecting the related party as the counterparty.

(III) Relevant data for evaluating the reasonableness of the proposed transaction terms in accordance with Article 12 or the exemption provisions of Article 13 for acquiring real property or its right-of-use assets from a related party.

(IV) Matters such as the date and price at which the related party originally acquired the assets, the counterparty, and the relationship between that counterparty and the Company and the related party.

(V) Monthly cash flow forecasts for the coming year starting from the expected month of contracting, and an evaluation of the necessity of the transaction and the reasonableness of fund utilization.

(VI) An appraisal report issued by a professional appraiser or a CPA's opinion obtained in accordance with Subparagraph 4, Article 3.

(VII) Restrictive conditions and other important stipulated matters of the current transaction. The calculation of the transaction amounts in the preceding paragraph

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shall be handled in accordance with Item 7, Subparagraph 1 of Article 5. The term "within one year" is based on the date of occurrence of the current transaction, tracing back one year. Portions already submitted to the Audit Committee for approval and the Board of Directors for resolution in accordance with regulations may be excluded. For the following transactions between the Company and its subsidiaries, or between subsidiaries in which the Company directly or indirectly holds 100% of the issued shares or total capital:

(I) Acquisition or disposal of equipment for business use or its right-of-use assets.

(II) Acquisition or disposal of real property right-of-use assets for business use.

The Board of Directors may, in accordance with Subparagraph 1, Article 4, authorize the Chairman to make a decision within a certain limit first, and subsequently report it to the soonest Board of Directors meeting for ratification. If an Audit Committee has been established in accordance with this Act, the matters in the first paragraph shall first be approved by more than one-half of all members of the Audit Committee and submitted to the Board of Directors for a resolution. If the approval of more than one-half of all Audit Committee members is not obtained, the matter may be approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.

If the Company or its subsidiary that is not a domestic public company engages in a transaction specified in the first paragraph, and the transaction amount reaches 10% or more of the Company's total assets, the Company shall submit the materials listed in each item of the first paragraph to the shareholders' meeting for approval before entering into a transaction contract and making payments. However, transactions between the Company and its subsidiaries, or between its subsidiaries, are not subject to this requirement.

The calculation of the transaction amounts in the first paragraph and the preceding paragraph shall follow Item 7, Subparagraph 1 of Article 5. The term "within one year" is based on the date of occurrence of the current transaction, tracing back one year. Portions already submitted to and approved by the shareholders' meeting or Board of Directors in accordance with this Act may be excluded.

Article 12: Evaluation of the Reasonableness of Transaction Terms

When the Company acquires real property or its right-of-use assets from a related party, except where the related party acquired the asset through inheritance or gift;

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or where more than five years have elapsed from the date the related party contracted to acquire the asset to the date of the current transaction; or where the Company signs a joint construction contract with a related party, or commissions a related party to build on its own or leased land; or for the acquisition of real property right-of-use assets for business use between the Company and its subsidiaries or between its wholly-owned subsidiaries, the reasonableness of transaction costs shall be evaluated by the following methods, and a CPA shall be engaged to review and provide a specific opinion:

(I) Based upon the related party's transaction price plus necessary interest on funds and costs to be borne by the buyer according to law. The "necessary interest on funds" shall be calculated based on the weighted average interest rate of the Company's borrowings in the year it purchases the asset; however, it shall not be higher than the maximum lending rate for the non-financial industry announced by the Ministry of Finance.

(II) Where the related party has previously used the subject property as collateral for a loan from a financial institution, the total value appraised by the financial institution for said loan, provided that the actual cumulative amount lent by the financial institution reached 70% or more of the total appraised value and the loan period has exceeded one year. However, this shall not apply if the financial institution and one of the parties to the transaction are related parties.

(III) For the combined purchase or lease of land and houses of the same subject, the transaction costs may be evaluated separately for the land and houses using either method listed in Subparagraphs (I) and (II) above.

Article 13: Actions Required when Estimated Transaction Costs are Lower than the Transaction Price:

Where the transaction costs evaluated in accordance with the preceding article are lower than the transaction price, the Company shall follow the provisions of the third paragraph, unless the following circumstances apply and objective evidence is provided together with specific reasonableness opinions from a professional real property appraiser and a CPA:

(I) Where the related party acquired undeveloped land or leased land for construction, and evidence is provided that one of the following conditions is met:

  1. The undeveloped land is evaluated according to the methods in the preceding article, and the house is evaluated based on the related party's construction costs plus a reasonable construction profit, where the total exceeds the actual transaction price. The term "reasonable

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construction profit" shall be based on the lower of the average gross operating profit margin of the related party's construction department for the last three years or the gross profit margin for the construction industry most recently announced by the Ministry of Finance.

  1. Other transaction cases involving non-related parties for other floors of the same subject property or in the neighboring area within one year, where the area is similar and the terms are equivalent after evaluating the reasonable floor or regional price differentials in accordance with real property market practices.

(II) Where the Company provides evidence that the terms of the real property purchased or right-of-use assets leased from a related party are equivalent to other transaction cases in the neighboring area within one year involving non-related parties with similar area.

The "transaction cases in the neighboring area" mentioned above shall, in principle, refer to cases within the same or adjacent blocks and within a distance of no more than 500 meters from the subject property, or cases with similar publicly announced current values. "Similar area" shall, in principle, mean that the area of the other non-related party transaction cases is not less than 50% of the area of the subject property. "Within one year" refers to the period tracing back one year from the date of occurrence of the current acquisition of real property or its right-of-use assets.

When the Company acquires real property or its right-of-use assets from a related party, and the evaluated transaction costs are lower than the transaction price and none of the circumstances in the first paragraph of this Article exist, the following actions shall be taken:

  1. Any difference between the transaction price and the appraised cost of real property or right-of-use assets shall be set aside as a special reserve in accordance with Paragraph 1, Article 41 of the Securities and Exchange Act, and may not be distributed or capitalized for stock dividends. The special reserve thus set aside may only be utilized after the assets purchased or leased at high prices have recognized an impairment loss, or have been disposed of, or the lease has been terminated, or appropriate compensation has been made, or the original state has been restored, or other evidence confirms that the transaction is no longer unreasonable, and prior approval from the competent authority has been obtained.

  2. The independent directors of the Audit Committee shall handle matters in accordance with Article 218 of the Company Act.

  3. The handling of the preceding Subparagraphs I and II shall be reported to the shareholders' meeting, and the detailed content of the transactions shall be disclosed in the Annual Report and Prospectus.

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Chapter III: Control of Derivative Transactions

Article 14: Principles and Policies for Transactions

(I) Types of transactions: The types of derivative products in which the Company may engage include forward contracts, options, interest rate and currency swaps, futures, and hybrid contracts combining the aforementioned products. Engaging in other commodity transactions requires prior resolution by the Board of Directors.

(II) Operating or hedging strategy: The Company's derivative transactions are categorized into those for hedging purposes and those for non-hedging purposes (i.e., for trading). The primary objective of the strategy shall be to hedge operating risks; the selection of trading products shall focus on hedging risks arising from the Company's business operations, such as foreign exchange revenue, expenditures, assets, or liabilities. Due to changes in the objective environment, the Company may select appropriate opportunities to engage in "non-hedging transactions" in the hope of increasing non-operating income or reducing non-operating losses. In addition, counterparties should be chosen, as far as possible, from financial institutions with which the Company has business dealings to avoid credit risk. Before engaging in transactions, the type of transaction—whether for hedging or financial operations to pursue investment income—must be clearly defined as the basis for accounting entries.

(III) Transaction Limits:

  1. Hedging transactions: The ceiling for hedging is the foreign exchange position (including projected future positions) after consolidating assets and liabilities.
  2. Non-hedging transactions: It shall not exceed US$6 million. (This may be revised to a cap not exceeding the sum of accounts receivable and payable plus confirmed orders). Trading personnel may execute transactions only after receiving approval.

(IV) Maximum Loss Limits for Total and Individual Contracts:

  1. Hedging transactions: After a position is established, a stop-loss point must be set to prevent excessive losses. The stop-loss point shall not exceed 10% of the transaction contract amount, and the cumulative annual loss shall not exceed US$500,000.
  2. Non-hedging transactions: After a position is established, a stop-loss point must be set to prevent excessive losses. The stop-loss point shall not exceed 10% of the transaction contract amount, and the cumulative annual loss shall not exceed US$500,000.

(V) Division of Responsibilities:


  1. Trading personnel: Executing personnel for the Company's derivative transactions, appointed by the head of the responsible department. They are responsible for formulating trading strategies within the authorized scope, executing trading orders, disclosing future trading risks, and providing real-time information to relevant departments.

  2. Accounting personnel: Responsible for confirming transactions, making entries in accordance with relevant regulations, and maintaining transaction records. They perform fair market value assessments of held positions monthly, provide this to the designated trading personnel, and disclose relevant derivative information in financial statements.

  3. Financial personnel: Responsible for settlement matters related to derivative transactions.

(VI) Performance Evaluation Guidelines:

  1. Hedging transactions: Performance is evaluated based on the gains/losses arising from the difference between the Company's book exchange (interest) rate costs and the derivative financial transactions. Assessments are performed at least twice a month and submitted to management for reference.

  2. Specific-purpose transactions: Performance is evaluated based on actual gains/losses, performed at least once a week and submitted to management for reference.

(VII) Hedge accounting treatment:

  1. For transactions designated as hedging and recorded using hedge accounting, the responsible department shall complete the "Hedging Derivative Financial Instrument Checklist," which must be reviewed by high-level executives authorized by the Board and the Chairman before the accounting unit handles the appropriate accounting treatment and records in accordance with hedge accounting regulations and relevant financial accounting standards.

  2. Periodic evaluations of subsequent hedge effectiveness shall be conducted and submitted to the senior executive authorized by the Board and the Chairman for review.

  3. When the effectiveness of "hedge accounting" does not meet the criteria for "highly effective," the accounting unit shall cease applying hedge accounting according to the approved periodic assessment report.

Article 15: Risk Management Measures

The Company's scope of risk management and measures to be taken for derivative transactions are as follows:

(I) Credit risk: Counterparties shall, in principle, be financial institutions and

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futures brokers with good reputations and the ability to provide professional information.

(II) Market risk: As losses from future market fluctuations are uncertain, stop-loss settings must be strictly observed after positions are established.
(III) Liquidity risk: To ensure the liquidity of trading products, the trading institution must have sufficient equipment, information, and trading capability to operate in any market.
(IV) Operational Risk: Authorized limits and operating procedures must be strictly observed to avoid operational risks.
(V) Legal risk: When entering into agreements with financial institutions, the use of internationally standardized documentation is preferred to minimize potential legal liabilities and uncertainties.
(VI) Commodity risk: Internal traders must possess complete and accurate professional knowledge of the derivatives being traded to prevent losses due to misuse.
(VII) Cash settlement risk: Authorized traders must strictly abide by authorized limits and pay attention to the Company's cash flow to ensure sufficient cash for settlement.
(VIII) Personnel responsible for trading, confirmation, and settlement must not concurrently hold each other's positions.
(IX) Confirmation personnel shall periodically reconcile accounts or send confirmation letters to correspondent banks, and verify at any time whether total transaction amounts exceed the limits set by these Procedures.
(X) Personnel responsible for risk measurement, supervision, and control shall be in a different department from those in (VIII) and shall report to the Board of Directors or senior executives not responsible for trading or position decisions.
(XI) Held positions shall be assessed at least once a week; however, for hedging transactions required for business, they shall be assessed at least twice a month. Assessment reports shall be submitted to senior executives authorized by the Board of Directors.

Article 16: Internal Audit System:

(I) The Company's internal auditors shall periodically evaluate the adequacy of the internal control for derivative transactions, perform monthly audits on the trading department's adherence to operating procedures, and prepare audit reports. If significant violations are discovered, they shall immediately report to the Chairman and the senior executives designated by the Board of Directors, and notify the independent directors in writing.
(II) The Company's auditors shall include derivative transactions in the audit plan, report the implementation of the previous year's audit plan to the

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Securities and Futures Bureau (SFB) by the end of February of the following year, and report the status of improvements for abnormalities to the Bureau for record by the end of May of the following year.

Article 17: Periodic Evaluation and Handling of Abnormalities

(I) Derivative transactions shall be evaluated periodically on a monthly or weekly basis. Gains/losses for the month/week and open positions for non-hedging transactions shall be summarized and submitted to the senior executives authorized by the Board of Directors and the Chairman as a reference for performance evaluation and risk measurement.

(II) Hedge Accounting Effectiveness Testing Frequency: In addition to the provisions above, periodic effectiveness assessments shall be conducted, in principle, every three months, with a comprehensive assessment at the end of each quarter. Reports shall be submitted to the senior executives authorized by the Board of Directors for sign-off.

(III) Senior executives designated by the Board of Directors shall constantly monitor the supervision and control of derivative transaction risks. The Board of Directors shall evaluate whether performance meets established strategies and whether risks are within the Company's tolerance.

(IV) Senior executives authorized by the Board of Directors shall manage transactions according to these principles:

  1. Periodically assess whether current risk management measures are appropriate and strictly implemented in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" and these Procedures.
  2. Supervise transactions and profit/loss status; if abnormal circumstances are discovered, take necessary response measures and report to the Board of Directors immediately.

(V) The Company shall maintain a logbook for derivative transactions, recording types, amounts, Board approval dates, periodic evaluation reports, and matters evaluated by the Board of Directors and authorized senior executives.

Chapter IV: Mergers, Demergers, Acquisitions, or Transfer of Shares

Article 18:

For mergers, demergers, acquisitions, or transfers of shares, the Company shall, prior to the Board of Directors' resolution, engage a CPA, lawyer, or securities underwriter to provide an opinion on the reasonableness of the share swap ratio, acquisition price, or cash or other property to be distributed to shareholders, and submit it to the Board for discussion and approval. However, in the case of a

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merger of a subsidiary in which the public company directly or indirectly holds 100% of the issued shares or total capital, or a merger between subsidiaries in which the public company directly or indirectly holds 100% of the issued shares or total capital, the aforementioned expert opinion on reasonableness may be waived.

Article 19:

In conducting a merger, demerger, or acquisition, the Company shall prepare a public document for shareholders, stating the important contractual content and relevant matters prior to the shareholders' meeting. This document, along with the expert opinions mentioned in the preceding article and the notice of the shareholders' meeting, shall be delivered to shareholders as a reference for deciding whether to approve the merger, demerger, or acquisition. However, this shall not apply where a resolution of the shareholders' meeting is waived for the merger, demerger, or acquisition according to other laws. If the shareholders' meeting of any party participating in the merger, demerger, or acquisition cannot be convened or a resolution cannot be reached, or if the proposal is rejected by the shareholders' meeting, the Company shall immediately issue a public explanation of the cause, the subsequent handling procedures, and the expected date of the shareholders' meeting.

Article 20:

Unless otherwise provided by other laws or approved in advance by the competent authority, the Company shall, when participating in a merger, demerger, or acquisition, hold a Board of Directors meeting and a shareholders' meeting on the same day as the other participating companies to resolve matters related to the merger, demerger, or acquisition. When participating in a transfer of shares, the Company shall hold a Board of Directors meeting on the same day as the other participating companies. Within two days starting from the date of the Board resolution, the Company shall report the information in Subparagraphs I and II below to the SFB for record-keeping via the internet information system in the prescribed format, and shall maintain a complete written record of the information in Subparagraph III below for five years:

(I) Basic personnel data: Including the job titles, names, and ID numbers (or passport numbers for foreigners) of all persons participating in the merger, demerger, acquisition, or share transfer plan or its execution prior to the public disclosure of the news.

(II) Dates of important matters: Including the dates of signing letters of intent or memoranda of understanding, engaging financial or legal advisors, signing contracts, and Board of Directors meetings.

(III) Important documents and minutes: Including the merger, demerger, acquisition, or share transfer plan, letters of intent or memoranda of

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understanding, major contracts, and minutes of Board of Directors meetings.

Article 21: Share Swap Ratio and Acquisition Price:

The share swap ratio or acquisition price for a merger, demerger, acquisition, or transfer of shares shall not be arbitrarily changed except under the following circumstances:

(I) Conduct of cash capital increase, issuance of convertible bonds, bonus issue of shares, issuance of bonds with warrants, preferred shares with warrants, stock warrants, and other securities with equity characteristics.
(II) Actions affecting the Company's finances or business, such as the disposal of major assets.
(III) Occurrence of events affecting shareholders' equity or securities prices, such as major disasters or significant technological changes.
(IV) Adjustment due to either party to a merger, demerger, acquisition, or share transfer repurchasing treasury shares as required by law.
(V) Increases or decreases in the entities or number of companies participating in the merger, demerger, acquisition, or share transfer.
(VI) Other conditions that may be changed as stipulated in the contract and which have been publicly disclosed.

Article 22: Required Contents of the Contract:

When the Company participates in a merger, demerger, acquisition, or transfer of shares, the contract shall clearly state the rights and obligations of the participating companies, the circumstances under which the share swap ratio or acquisition price may be changed as described in the preceding article, and the following matters:

(I) Handling of breach of contract.
(II) Principles for handling previously issued equity-linked securities or repurchased treasury shares of the dissolved or demerged company.
(III) The quantity of treasury shares that participating companies may repurchase according to law after the record date for calculating the share swap ratio, and the principles for handling them.
(IV) Handling methods for increases or decreases in the participating entities or number of companies.
(V) Expected progress of plan execution and expected completion date.
(VI) Scheduled date of the shareholders' meeting to be convened according to law if the plan is not completed on schedule, and relevant handling procedures.

Article 23: Other Matters for Attention Regarding Mergers, Demergers, Acquisitions, or Share Transfers:

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(I) Persons participating in or privy to the plan for a merger, demerger, acquisition, or transfer of shares shall be required to issue a written confidentiality undertaking; prior to the public disclosure of the information, they shall not disclose the contents of the plan to any outside party, nor shall they, on their own behalf or in the name of others, trade the stocks or any other securities with equity characteristics of any company related to the plan.

(II) After the information of a merger, demerger, acquisition, or share transfer is disclosed, if the Company intends to further conduct a merger, demerger, acquisition, or share transfer with another company, the procedures or legal acts already completed in the original case shall be performed anew, unless the number of participating companies decreases and the shareholders' meeting has resolved to authorize the Board of Directors to change the authority, in which case a new resolution of the shareholders' meeting may be waived.

(III) If any company participating in the merger, demerger, acquisition, or share transfer is not a public company, the Company shall sign an agreement with it and proceed in accordance with Article 21 and the preceding two subparagraphs of these Procedures.

Chapter V: Other Important Matters

Article 24:
When the Company acquires or disposes of assets, it shall keep relevant contracts, minutes, logbooks, appraisal reports, and the opinion letters of CPAs, lawyers, or securities underwriters at the Company for at least five years, unless otherwise provided by other laws.

Article 25:
The professional appraisers and their appraisal personnel, CPAs, lawyers, or securities underwriters from whom the Company obtains appraisal reports or opinions shall comply with the following regulations:

(I) They have not been sentenced to fixed-term imprisonment of one year or more for violating this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or criminal acts in business, where the sentence has been finalized. However, this shall not apply if three years have elapsed since the completion of the sentence, the expiration of the probation period, or the pardon.

(II) They shall not be a related party or have a substantive relationship with

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any party to the transaction.

(III) If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal personnel shall not be related parties or have a substantive relationship with each other. When issuing appraisal reports or opinions, the aforementioned personnel shall act in accordance with the self-regulatory codes of their respective trade associations and the following:

  1. Prior to accepting a case, they shall prudently evaluate their own professional ability, practical experience, and independence.
  2. When executing an audit case, they shall properly plan and execute appropriate operating procedures to form conclusions and issue reports or opinions accordingly; the procedures performed, data collected, and conclusions shall be detailed in the case working papers.
  3. For the data sources, parameters, and information used, they shall evaluate their appropriateness, completeness, accuracy, and reasonableness item by item to serve as the basis for the appraisal report or opinion.
  4. The statement of declaration shall include matters such as the professionalism and independence of the relevant personnel, the evaluation that the information used is appropriate, reasonable, and correct, and compliance with relevant laws and regulations.

Article 26:

Where the acquisition or disposal of assets by the Company is subject to Board approval under these Procedures or other laws, if a director expresses dissent and such dissent is recorded or a written statement is made, the Company shall submit the director's dissenting opinion to the Audit Committee. The opinions of each independent director shall be fully considered, and their reasons for agreement or disagreement shall be recorded in the minutes of the meeting.

Article 27:

These Procedures, and any amendments hereto, shall be implemented after being approved by the Audit Committee, passed by the Board of Directors, and submitted to the shareholders' meeting for approval. If a director expresses dissent and such dissent is recorded or a written statement is made, the Company shall submit the director's dissenting opinion to the Audit Committee. The opinions of each independent director shall be fully considered, and their reasons for agreement or disagreement shall be recorded in the minutes of the meeting.

Date of Procedure Formulation: October 16, 1992


Second Edition Amendment Date: June 5, 1997, approved by the Board of Directors on June 16, 1997
Third Edition Amendment Date: May 10, 1999, approved by the Board of Directors on May 20, 1999
Fourth Edition Amendment Date: November 20, 1999, approved by the Board of Directors on November 22, 1999
Fifth Edition Amendment Date: December 15, 1999, approved by the Board of Directors on December 23, 1999
Sixth Edition Amendment Date: March 20, 2003, approved by the Board of Directors on March 24, 2003
Seventh Edition Amendment Date: February 6, 2005, approved by the Board of Directors on February 14, 2006
Eighth Edition Amendment Date: March 14, 2008, approved by the Board of Directors on March 21, 2008
Ninth Edition Amendment Date: March 5, 2009, approved by the Board of Directors on March 19, 2009
Tenth Edition Amendment Date: April 28, 2011, approved by the Board of Directors on April 28, 2011
11th Edition Amendment Date: March 21, 2012, approved by the Board of Directors on March 21, 2012
12th Edition Amendment Date: March 21, 2013, approved by the Board of Directors on March 21, 2013
13th Edition Amendment Date: March 18, 2014, approved by the Board of Directors on March 18, 2014
14th Edition Amendment Date: March 21, 2017, approved by the Board of Directors on March 21, 2017
15th Edition Amendment Date: February 27, 2019, approved by the Board of Directors on February 27, 2019
16th Edition Amendment Date: February 26, 2020, approved by the Board of Directors on February 26, 2020
17th Edition Amendment Date: May 6, 2022, approved by the Board of Directors on May 6, 2022

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Hanpin Electron Co., Ltd.

Rules for the Director Elections

  1. Unless otherwise required by laws, regulations, or rules, the election of the Company's Directors shall be conducted in accordance with these Rules.

  2. The election of Directors adopts a cumulative voting system. Each share will have voting rights in number equal to the Directors to be elected, and may be cast for a single candidate or split among multiple candidates.

  3. The number of seats of the Company's Directors is as specified in the Company's Articles of Incorporation with number of seats for the Independent Directors and non-Independent Directors calculated separately. Candidates are elected in sequence from the highest voting rights. When two or more candidates receive an equal number of voting rights, and thus exceeding the number of seats as specified, the candidates shall draw lots to determine the winner, with the Chair drawing lots on behalf of any absentees.

  4. The Company's Director election adopts the candidate nomination system as specified in the Company's Articles of Incorporation. The shareholders shall elect the Directors from among the nominees listed in the roster of Director candidates, with independent and non-Independent Directors elected at the same time but number of seats calculated separately as specified in Article 3.

The Company shall review the qualifications, education, working experience, background, and the existence of any other matters set forth in the Company Act. The Company may not arbitrarily add requirements for documents of other qualifications, and the review results shall be provided to the shareholders for reference.

  1. Ballots are issued by the Board of Directors stating the attendance number, and voting rights of the shareholders.

  2. The Chair shall preside the election, and appoint a number of monitoring and vote counting personnel to perform the respective duties before the election begins.

  3. Voters shall fill in the ballots as required.

If the candidate is a shareholder of the Company, the voters voting for such candidate must put the candidate's account name and shareholder account number in the "candidate" column on the ballot. If the candidate is not a shareholder of the Company, the candidate's name and National ID number shall be entered.

If the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered. If the candidate is a representative of a governmental organization or juristic-person shareholder, the names of the representative and the governmental organization or juristic-person shareholder shall be entered; when there are multiple representatives, the names of all representatives shall be entered.


  1. A ballot is deemed void if any of the following circumstances occurs:
    (1) The ballot was not prepared by the Board of Directors.
    (2) A blank ballot is placed in the ballot box.
    (3) Words other than the candidate's shareholder account number (name), account number (ID number), and the number of voting rights allotted are entered in the ballot.
    (4) Any ballot with illegible writing renders it unrecognizable, or any ballot is altered.
    (5) The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and ID number do not match.
    (6) The candidate whose name is entered in the ballot bears the same name as another shareholder, but no shareholder account number or ID number is provided in the ballot to identify such individual.

  2. The votes shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as Directors and the numbers of votes with which they were elected, shall be announced by the Chair on-site. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and safely kept for at least one year. However, if a lawsuit has been instituted by any shareholder, the ballots shall be kept until the legal proceedings of the foregoing lawsuit have been concluded.

  3. The Board of Directors of the Company shall issue notifications to the persons elected as Directors individually.

  4. The Rules shall enter into force after being approved at a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.

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Hanpin Electron Co., Ltd.
Directors' Shareholding

  1. The Company's paid-in capital is TWD 799,994,330, and the number of issued shares is 79,999,433.
  2. As of the suspension of share transfer date, the shareholding of individual Directors and their total shareholdings stated in the roster is as follows:

Base date: April 26, 2026

Position Name Date elected Shareholding while elected Current shareholding Remarks
Type Shares Shareholding ratio (%) Type Shares Shareholding ratio (%)
Chairman Shen-Keng Liu 2023.06.26 Common shares 4,094,056 5.11% Common shares 4,094,056 5.11%
Director Ching-Ho Hsu Common shares 237,600 0.30% Common shares 237,600 0.30%
Director Yen-Jiun Co., Ltd. Representative: Yen-Jiun Liu Common shares 3,569,800 4.46% Common shares 4,509,800 5.63%
Director Chin-Chung, Liu Common shares 652,000 0.82% Common shares 1,116,000 1.40%
Director Guan-Ting Liu Common shares 83,000 0.10% Common shares 181,000 0.23%
Director Shih-Ho Chen Common shares 10,711 0.01% Common shares 10,711 0.01%
Director Wen-Hsien Chu Common shares 10,000 0.01% Common shares 10,000 0.01%
Director Tse-Ming Lan Common shares 41,809 0.05% Common shares 41,809 0.05%
Independent Director Ming-Long Wang Common shares 0 0.00% Common shares 0 0.00%
Independent Director Sheen-Yie Fang Common shares 0 0.00% Common shares 0 0.00%
Independent Director Chia-Chang Chuang Common shares 0 0.00% Common shares 0 0.00%
Independent Director Li-Ling Chen Common shares 0 0.00% Common shares 0 0.00%
Total Common shares 8,698,976 Common shares 10,200,976

Total issued shares as of June 26, 2023: 79,999,433 shares
Note: statutory shareholding of all Directors: 6,399,954. Shareholding as of April 26, 2026: 10,200,976 shares
The Company has an Audit Committee. Thus, the restrictions on shareholding of supervisors are not applicable.

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