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HOTRON AGM Information 2025

Jun 5, 2025

52294_rns_2025-06-05_49824887-4662-411b-8dfa-f9910717d4dc.pdf

AGM Information

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HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. 2025 Annual Meeting of Shareholders Meeting Minutes (Translation)

Meeting Time: 9:00 am, Wednesday, May 28,2025 Meeting Place: 8th Floor, No. 99, Sec. 6, Minquan E. Rd., Neihu Dist., Taipei City (Neihu District Office Auditorium in Taipei City)

Number of shares present: The total number of shares represented by present shareholders and proxies was 58,831,713 (including 2,168,835 shares attended electronic voting), accounting for 55.21% of the Company’s 106,552,030 issued and outstanding shares.

、 、 Board Members Present: Chang, Li-Jung(Chairman) Lu, I- Hsuan(Director) Chen, 、 Tai-Chung(Director) Chu, Yann-Fang(Independent Director) Chou, Che-Yi (Independent Director), 5 members of the Board of Directors are present.

Attendance: Ms. Chou, Pao-Lin (Director of PwC Taiwan)

Mr. Chao, Ping-Hua (Manager of PwC Taiwan)

Ms. Lin, Hsiao-Chen (Candidate of Independent director)

Chairman: Chang, Li-Jung (Chairman of the Board of Directors )

Recorder : Wu, Hui-Min

I. The Chairman called the Meeting to Order.

Report on number of shares present. The aggregate shareholding of the shareholders and proxies present constituted a quorum.

II. Chairperson Remarks (omitted)

III. Report Items

  1. 2024 Business Report.(Please refer to [Attachment 1])

  2. 2024 Audit Committee’s Review Report.(Please refer to [Attachment 2])

  3. 2024 Report on Directors’ Remuneration.. Description:

  4. (1)The company’s policy, standards, and composition for remuneration of general directors and independent directors, as well as the procedure for determining remuneration:

  5. 1)Policy, standards, and composition of remuneration

The Company formulates its compensation policies and evaluation criteria in accordance with relevant laws and regulations, Article 13-2 and Article 20 of the

  • 1 -

Company’s Articles of Incorporation, the “Organizational Rules of the Compensation Committee,” and the “Directors’ Remuneration Payment Guidelines.” The remuneration paid by the Company to directors and independent directors is divided into two categories: directors’ compensation (business execution compensation) and directors’ remuneration.

  • A. Directors’ compensation, also known as directors’ remuneration for business execution, is determined in accordance with Article 13-2 of the Company’s Articles of constitution. Based on the evaluation by the Compensation Committee and the Company’s “Directors’ Compensation Guidelines,” the compensation takes into account the degree of participation in the Company’s operations, personal contributions (including responsibilities, risks, and time invested), and industry-standard levels. Additionally, overall operational performance and external market factors are considered. The Compensation Committee and the Board of Directors regularly review and approve reasonable remuneration. The relevant performance evaluations and the reasonableness of compensation are reviewed by the Compensation Committee and the Board of Directors. The compensation system is promptly reviewed in light of the actual operating conditions and relevant laws and regulations to strike a balance between the Company’s sustainable operations and risk management.

  • B. Directors’ remuneration shall be allocated from the profits of the Company for the current year at a rate not exceeding 3% of such profits in accordance with Article 20 of the Company’s Articles of Incorporation.

  • 2).Procedure for determining remuneration

  • To implement corporate governance and establish a sound remuneration system for the company’s directors and independent directors, the company has established a Remuneration Committee in accordance with Article 14-6 of the Securities and Exchange Act and the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter.” The members of this committee possess professionalism and independence, and from an objective and professional standpoint, they evaluate the company’s remuneration policies and systems for directors and independent directors, and provide recommendations to the Board of Directors for decision-making reference.

  • (2)The remuneration of the company’s directors, the content and amount of individual remuneration, and its relevance to the results of performance evaluation, please refer to[Attachment 3].

  • Report on the Status of Endorsements/Guarantees. Description:

  • 2 -

  • (1)According to the Company's "Operating Procedures for Lending Funds and Making Endorsements/Guarantees," as of December 31, 2024, the ending balance of endorsements/guarantees was NT$1,235,823 thousand, with an actual amount drawn of NT$334,421 thousand.

Unit: NT$ Thousand

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----- Start of picture text -----

Endorsee/Guarantee Endorsement and Actual Amount
Guarantee Ending Amount Drawn
Fortuna International Holdings Ltd. 65,570 0
Hotron Precision Electronic 343,763 154,090
Industrial (Vietnam) Co., Ltd.
Hotlink Company Limited 80,000 30,000
Hotron Precision Electronic 144,180 0
Industrial (Suzhou) Co., Ltd.
Hotron Precision Electronic 602,310 150,331
Industrial (HuBei) Co., Ltd.
Total 1,235,823 334,421
----- End of picture text -----

  • (2)The total amount of endorsement/guarantee for a single entity by the Company shall not exceed the total current net worth, while for a single overseas affiliated company, it shall not exceed 90% of the Company’s current net worth.

  • The Report on Reasons and Related Matters for Public Company Bond Issuance. Description:

The reason for issuing corporate bonds by the Company and the relevant issuance status until March 31, 2025 can be referred to in the following table.

The Company’s Second Domestic Unsecured
Convertible Bonds
Company Bond Types
Reason for Issuance Repay bank loan
Issuance Date July 4, 2023
Denomination NT$ 100,000
Place of Issuance and Trading Taiwan, Republic of China
The Price of Issuance Issued at 107.33% of the denomination
Total Amount NT$ 250,000,000
Nominal Interest Rate 0%
Deadline Three-year term, maturity date: July 4, 2026.
Ways to Repayment Apart from the holders of this convertible
corporate bond converting to the company’s
common shares in accordance with Article 10
  • 3 -
The Company’s Second Domestic Unsecured
Convertible Bonds
Company Bond Types
of these Regulations, or the company
redeeming them early in accordance with
Article 18, or exercising the put option in
accordance with Article 19, or the company
repurchasing and canceling them through
securities
firm
business
premises,
the
company
shall
redeem
the
convertible
corporate bonds in cash at face value upon
maturity.
Principal Outstanding as of the Date of
the Annual Report
NT$ 249,900,000
Transition Situation The current conversion price per share is
NT$36.0. As of March 31, 2024, one
corporate bond has been applied for and
converted into 2,777 common shares.

IV. Approval Items

Case 1 Proposed by the Board of Directors Proposal: 2024 Business Report and Financial Statements Report, please approve.

Description: 1. The individual and consolidated financial statements of the Company for

  • the year 2024 have been audited by Certified Public Accountants LIN, YA-HUI and JUANLU, MAM-YU of PricewaterhouseCoopers Taiwan, who have issued audit reports, and the business report has been reviewed by the Audit Committee.

  • The auditor's report, individual financial statements, and consolidated financial statements. Please approve them. , please refer to [Attachment 4-5].

Resolution:

The number of voting rights of shareholders present at the time of voting: 58,831,713 Rights.

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Percentage of voting rights of
Voting Results (Including Electronic Voting)
shareholders present at the time of voting
approval votes 57,683,595 98.04%
disapproval votes 595,511 1.01%
invalid votes 0 0.00%
abstention votes/no votes 552,607 0.93%
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Proposal was approved after voting.

  • 4 -

Case 2 Proposed by the Board of Directors

Proposal: Deficit Compensation for the 2024, please approve.

Description: 1. The Company's after-tax net loss for 2024 was NT$221,918,662, with distributable surplus of NT$0. It is proposed that no common stock dividends will be distributed.

  1. A statement of deficit compensation for the year 2024 is proposed, please approve.

Hotron Precision Electronic Industrial Co., Ltd.

Deficit Compensation Statement

2024

2024
Unit: NTD
Items Amount
Undistributed earnings at the beginning of
the period
0
Plus: Net(loss)after tax for 2024 (221,918,662)
Plus: Reversed Special Reserve 34,897,799
Legal reserve to make upfor loss 187,020,863
Distributable surplus for theperiod(Note 1) 0
Undistributed earnings for the ending of
period
0

Note 1: Since there were no distributable surplus for the current year, no dividends were paid to common shareholders.

Chairman: President: Chief Financial Officer:
Chang, Li-Jung Lu, I-Hsuan Hsu, Kuo-Huang

Resolution:

The number of voting rights of shareholders present at the time of voting: 58,831,713 Rights.

Resolution:
The number of voting rights of shareholders present at the time of voting: 58,831,713
Rights.
Resolution:
The number of voting rights of shareholders present at the time of voting: 58,831,713
Rights.
Resolution:
The number of voting rights of shareholders present at the time of voting: 58,831,713
Rights.
Voting Results (Including Electronic Voting) Percentage of voting rights of
shareholders presentat thetime ofvoting
approval votes 57,671,396 98.02%
disapproval votes 607,400 1.03%
invalid votes 0 0.00%
abstention votes/no votes 552,917 0.93%

Proposal was approved after voting.

V. Discussions

  • 5 -

Case 1 proposed by the Board of Directors Proposal: Amendments to the "Articles of Incorporation” is hereby submitted for discussion.

  • Description: 1. According to Article 14, Paragraph 6 of the Securities and Exchange Act, listed companies shall specify in their Articles of Incorporation that a certain percentage of annual profits shall be allocated for adjusting salaries of or distributing compensation to entry-level employees. It is proposed to amend the Company's "Articles of Incorporation" accordingly.

  • Amendments to comparison Table of the "Articles of Incorporation," , please refer to [Attachment 6].

  • For the previous "Articles of Incorporation," please refer to page 68 of this handbook [Appendix 2].

  • The proposal is hereby submitted for discussion.

Resolution:

The number of voting rights of shareholders present at the time of voting: 58,831,713 Rights.

Voting Results (Including Electronic Voting) Voting Results (Including Electronic Voting) Percentage of voting rights of
shareholders presentat thetime ofvoting
approval votes 57,692,664 98.06%
disapproval votes 597,362 1.01%
invalid votes 0 0.00%
abstention votes/no votes 541,687 0.92%

Proposal was approved after voting.

Case2 proposed by the Board of Directors Proposal: Amendments to the “Operating Procedures for Lending Funds and Making Endorsements/Guarantees” is hereby submitted for discussion.

  • Description: 1. In response to the actual operational needs of the group's investment structure, it is proposed to amend certain provisions of the Company's "Operating Procedures for Lending Funds and Making Endorsements/Guarantees."

  • Amendments to comparison Table of the "Operating Procedures for Lending Funds and Making Endorsements/Guarantees," please refer to [Attachment 7].

  • For the previous "Operating Procedures for Lending Funds and Making Endorsements/Guarantees," please refer to page 75 [Appendix 3] of this handbook.

  • The proposal is hereby submitted for discussion.

Resolution:

The number of voting rights of shareholders present at the time of voting: 58,831,713 Rights.

  • 6 -

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Percentage of voting rights of
Voting Results (Including Electronic Voting)
shareholders present at the time of voting
approval votes 57,385,748 97.54%
disapproval votes 886,945 1.50%
invalid votes 0 0.00%
abstention votes/no votes 559,020 0.95%
----- End of picture text -----

Proposal was approved after voting.

VI. Election Matters

Proposed by the Board of Directors

Proposal: By-Election of the 10th Independent Directors

  • Description: 1. Mr. HSIEH, I-TA, an independent director of the 10th Board of Directors of the Company, resigned from his position as a director on February 17, 2025, due to personal reasons. It is proposed to hold a by-election at this Annual Shareholders' Meeting to elect one independent director for the 10th Board of Directors.

  • According to Article 13 of the Company's Articles of Incorporation, the election of independent directors adopts the candidate nomination system. Independent directors shall be elected by the shareholders' meeting from among the nominees listed in the roster of independent director candidates. The newly elected independent director's term of office will start from the date of election by the shareholders' meeting on May 28, 2025, and end on May 29, 2026. The newly elected independent director will serve as a member of the Audit Committee.

  • The list of independent director candidates has been reviewed and approved by the Company's Board of Directors on April 16, 2025. The list of independent director candidates is as follows:

Candidate
Category
Name Number of
Shares Held
Principal work experience and academic
qualifications
Independent
director
LIN,
HSIAO-CHEN
0 shares School of Law, Soochow University
Partner of Wang Dongshan United Law Firm
Law Clerk of Taiwan High Court
  1. The Corporate Governance Officer has reviewed the professionalism and independence of the nominated independent director, who meets all relevant legal requirements.

  2. In accordance with the Company's "Directors Election Regulations," the election is hereby proposed.

Resolution:

  • 7 -

After the election results of this case,the list of elected independent directors is as

follows:

follows:
Number Category Name Thenumberofvotingrights
V22080**** Independent Director LIN,HSIAO-CHEN 57,461,506

VII. Extraordinary motions

There being no other special motion.

VIII. Adjournment

9:20 a.m., Wednesday, May 28,2025

There were no questions from shareholders at this 2025 Annual Meeting of Shareholders.

  • 8 -

Attachment 1: 2024 Business Report

Business Report

Dear shareholders,

Welcome to the 2025 Annual Shareholder' Meeting.

According to data from the International Monetary Fund (IMF), the global economic growth rate for 2024 is 3.2%, unchanged from the previous year, but below the pre-pandemic average level. The key factors affecting 2024 include slowing inflation, easing labor market pressures, and strong demand for artificial intelligence (AI) related goods, with trade recovery being particularly significant in developed economies. However, geopolitical risks, such as the ongoing Russia-Ukraine war, escalating tensions in the Middle East, and intensifying US-China trade conflicts, continue to undermine economic optimism.

The overall outlook for global GDP growth in 2025 is expected to be similar to 2024. However, the global economy remains constrained by the policy implementation of the new U.S. administration. Trump's return to the White House is expected to reshape the U.S. and global political and economic environment, with increased market uncertainty becoming almost inevitable. In addition, climate change and geopolitical tensions remain major global risks. Overall, the global economy in 2025 will present a situation where opportunities and risks coexist. Intensifying geopolitical tensions and the expansion of trade protectionism may inhibit global economic growth.

In 2024, Hotron group reported a consolidated annual revenue of NT$1.934 billion, marking a significant 10% decline from the previous year's NT$2.159 billion. The decrease was primarily due to lower-than-expected orders in the new energy industryand a drop in demand for existing cable products. As a result, the benefits of the new plant have yet to materialize, and fixed costs and expenses could not be reasonably amortized, resulting in an annual after-tax net loss of NT$0.222 billion and an after-tax net loss per share of NT$2.08, reflecting an unsatisfactory operating performance. Despite the disappointing results, Hotron group has entered a stage of industrial upgrading and corporate transformation for its long-term development, and remains firmly optimistic about its future prospects.

The Hotron Group already a market leader in its cable product segment, is actively upgrading its product line and undergoing an industrial transformation to maintain its competitive edge. In

  • 9 -

addition to the continuous upgrading and development of existing products into more advanced and faster transmission speed cable products, the Company is also transforming its industry focus. Apart from products such as charging guns, energy storage cabinets, and solar power plant cables, the Company plans to develop products for charging and energy storage equipment, expanding into the new energy product field, increasing its revenue.

For the unfavorable profit situation in 2024, Hotron Group still insisted on diversified transformation and development for the long-term development of the enterprise, demonstrating a strong growth intention. Looking ahead, despite the uncertain economic and industrial landscape, Hotron Group remains committed to its core values of integrity, stability, and innovation, aiming to secure steady growth and deliver value to our shareholders.

I extend my best wishes to all shareholders for good health and prosperity.

Chairman: President: Chief Financial Officer: Chang, Li-Jung Lu, I-Hsuan Hsu, Kuo-Huang

  • 10 -

Attachment 2: 2024 Audit Committees Review Report

Audit Committee's Review Report

The Board of Directors has submitted the Company's individual financial statements and consolidated financial statements for the year 2024, which have been audited and completed by Certified Public Accountants LIN, YA-HUI and JUANLU, MAM-YU of PricewaterhouseCoopers Taiwan, along with the business report and deficit compensation proposal. After review by the Audit Committee, it is considered to be in compliance with relevant regulations, and this report is hereby prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Please review.

To

Hotron Precision Electronic Industrial Co., Ltd. 2025 Annual Shareholder’s Meeting

Convener of the Audit Committee: CHOU, CHE-YI

February 25, 2025

  • 11 -

Attachment 3: 2024 Report on Directors’ Remuneration

==> picture [767 x 415] intentionally omitted <==

----- Start of picture text -----

Unit: NT$ thousand
Remuneration received by directors for concurrent
Remuneration Paid to Directors
service as an employee
Sum of
Director Sum of
A+B+C+D+E+
Retireme profit Expenses A+B+C+D Salary, Remune
compensatiBase nt pay and compensatsharing perquisitesand and ratio to net income and special rewards, Retirement pay and Employee profit-sharing compensation and ratio to net F+G received ration
on (A) pension ion (D) (Note 7) disbursements pension (G) income from
(Note 1) (B) (C) (Note 3) (F) (Note 5) (Note 7) investee
(Note 4)
(Note 2) enterpris
es other
Job title Name
All
than
Companies subsidia
The in the
ries or
Company Financial from the
Statements
parent
(Note 6)
company
(Note 8)
Chang, 6,134 6,134 6,134 6,134
Chairman 6,118 6,118 0 0 0 0 16 16 0 0 0 0 0 0 0 0 None
Li-Jung (2.76%) (2.76%) (2.76%) (2.76%)
Lu, 136 136 3,230 3,230
Director 120 120 0 0 0 0 16 16 2,986 108 108 0 0 0 0 None
I-Hsuan (0.06%) (0.06%) [2,986] (1.46%) (1.46%)
Chen, 134 134 134 134
Director 120 120 0 0 0 0 14 14 0 0 0 0 0 0 0 0 None
Tai-Chung (0.06%) (0.06%) (0.06%) (0.06%)
136 136 136 136
Director Chen, Shuh 120 120 0 0 0 0 16 16 0 0 0 0 0 0 0 0 None
(0.06%) (0.06%) (0.06%) (0.06%)
Independe Hsieh, I-Ta 160 160 160 160
120 120 0 0 0 0 40 40 0 0 0 0 0 0 0 0 None
nt director (Note 9) (0.07%) (0.07%) (0.07%) (0.07%)
(Note 6) (Note 6) (Note 6) (Note 6) (Note 6) (Note 6) (Note 6) (Note 6)
The Company The Company The Company The Company The Company The Company The Company The Company
All consolidated entities All consolidated entities All consolidated entities All consolidated entities All consolidated entities All consolidated entities All consolidated entities in cash Amount in stock Amount in cash Amount in stock Amount All consolidated entities
----- End of picture text -----

  • 12 -
Chu,
Yann-Fang
120 120 0 0 0 0 40 40 160
(0.07%)
160
(0.07%)
0
160
(0.07%)
0
0 0 0 0 0 0 0 160
(0.07%)
160
(0.07%)
None
Chou,
Che-Yi
120 120 0 0 0 0 40 40 160
(0.07%)
160
(0.07%)
0 0 0 0 0 0 0 0 160
(0.07%)
160
(0.07%)
None
  1. The total remuneration paid to directors and independent directors by the company as a percentage of after-tax net income for the years 2024 and 2023 is as follows:
Items/ Name Ratio of Total Compensation to net Profit After Tax (Note) Ratio of Total Compensation to net Profit After Tax (Note) Ratio of Total Compensation to net Profit After Tax (Note) Ratio of Total Compensation to net Profit After Tax (Note)
2024
2023
The Company
All Companies in the
Financial Statements
The Company
All Companies in the
Financial Statements
Director, Independent director 4.55% 4.55% 5.54% 5.54%

2. Relevance to operational performance and future risks:

The various remuneration packages for directors and independent directors are determined based on their level of participation in the company’s operations, individual contributions, and with reference to the company’s internal “Salary Determination Management Regulations” and “Directors’ Remuneration Guidelines,” as well as the prevailing standards of listed companies. The remuneration is highly correlated with the company’s operational performance and the responsibilities assumed by the directors. The company’s management and the Remuneration Committee regularly review and make appropriate adjustments to the remuneration policies to ensure the company’s competitive advantage and risk management in terms of human resources at the management level.

Note 1: Refers to the remuneration (including directors’ salaries, job allowances, various bonuses, and incentives) for directors in the fiscal year 2024. Note 2: Due to it was a loss-making year in 2024, no director’s remuneration was allocated.

Note 3: Refers to the relevant operating expenses (including transportation, various allowances, etc.) for directors in the fiscal year 2024.

  • Note 4: Refers to the compensation received by directors who are also employees in the fiscal year 2024, including salaries, job allowances, various bonuses, transportation allowances, various subsidies, provision of company cars, and other benefits etc.

  • Note 5: Due to it was a loss-making year in 2024, no employee remuneration was allocated.

  • 13 -

  • Note 6: The total amount of remuneration paid to the directors of the company by all companies (including the company itself) included in the consolidated report.

  • Note 7: Net income after tax refers to the net income after tax in the individual financial statements for the year 2024.

  • Note 8: The company’s directors did ‘none’ receive any related remuneration from investee companies other than subsidiaries or from the parent company.

  • Note 9: Independent Director Hsieh, I-Ta tendered his resignation on February 17, 2025 .

  • 14 -

Attachment 4 2024 Individual Financial Statements and Independent Auditor’s Report

Independent Auditors’ Report

To: Hotron Precision Electronic Industrial Co., Ltd.

Opinions

The Parent Company Only Balance Sheets of Hotron Precision Electronic Industrial Co., Ltd. (hereinafter "The Company") as of December 31, 2024 and 2023, in addition to the Parent Company Only Statements of Comprehensive Income, Parent Company Only Statements of Changes in Equity, Parent Company Only Statements of Cash Flows, and Notes to the Parent Company Only Financial Statements (including a summary of material accounting policies) from January 1 to December 31, 2024 and 2023, have been audited by the CPAs.

In the opinion of the CPAs, the above Parent Company Only Financial Statements have been prepared in all material respects in accordance with the Financial Reporting Standards for Securities Issuers, and are sufficient to give a fair representation of the financial position of The Company as of December 31, 2024 and 2023, and the financial performance and cash flow from January 1 to December 31, 2024 and 2023.

Basis for Opinions

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS) of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of Financial Statements section of our report. We are independent of The Company in accordance with the Norm of Professional Ethics for Certified Public Accountant and 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 refer to those which, in accordance with the professional judgment of the CPAs, are most important for the audit of the Parent Company Only Financial Statements of The Company for the year 113. These matters were addressed in the context of our audit of the Parent Company Only Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the Parent Company Only Financial Statements of The Company for the year 113 are listed as follows:

Revenue Recognition Cut-Off for Ex-Works Sales

Description

  • 15 -

Please refer to Note 4(23) to the parent company financial statement for the accounting policy for revenue recognition.

The Hotron Company’s sales models are mainly categorized into recognizing revenue after ex-factory shipments and after ex-warehouse shipments. For ex-works sales, revenue is recognized only when the customer takes delivery and the risks and rewards are transferred. The Hotron Company primarily recognizes revenue based on the actual ex-works sales to customers as provided in the reports or other information from warehouse custodians.

As revenue recognition for ex-works sales is based on the information and reports provided by custodians, it typically involves more manual processes. Considering the significant transaction volume of the Hotron Company’s ex-works sales and the material impact of transactions around the financial statement date on the financial statements, the CPA considers the revenue recognition cut-off for the Company’s ex-works sales as one of the most important audit matters this year.

Response audit procedures

The key audit procedures performed by the CPA regarding the revenue recognition cut-off for ex-warehouse sales are summarized as follows:

  1. Understand the Hotron Company’s revenue recognition procedures for ex-works sales, evaluate the appropriateness of recognizing ex-works revenue, including understanding relevant internal control procedures, and obtain information and reports provided by custodians.

  2. Perform internal control testing on ex-works sales revenue to ensure the Hotron Company recognizes revenue only after the customer takes delivery and the risks and rewards are transferred.

  3. Perform cut-off testing on ex-works sales revenue transactions for a certain period before and after the balance sheet date, including verifying supporting documents from warehouse custodians, shipping documents, and that revenue is recorded in the appropriate period.

  4. Perform sample physical inventory observation and count for ex-works inventory quantities and reconcile with book balances.

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

To ensure that the Parent Company Only Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Parent Company Only Financial Statements in accordance with the Financial Reporting Standards for Securities Issuers and for preparing and maintaining necessary internal control procedures pertaining to the Parent Company Only Financial Statements.

In preparing the accompanying Parent Company Only Financial Statements, the 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

  • 16 -

unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those in charge with the Company's governance (including the Audit Committee) are responsible for overseeing its financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Parent Company Only Financial Statements as a whole are free from material misstatements, 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from error or fraud 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 financial statements.

As part of an and accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and evaluate the risk of material misstatements due to fraud or error in the parent company only financial statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for audit 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. Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.

  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 expression, structure and contents of the Parent Company Only Financial Statements (including relevant Notes), and whether the Parent Company Only Financial Statements fairly present relevant transactions and items.

  6. 17 -

  7. 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 and for expressing an opinion on the Parent Company Only Financial Statements.

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 of the Republic of China, 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 communication with the management unit, the accountant decided on the key audit matters for the Parent Company Only Financial Statements of the Company for 2024. 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.

PWC Taiwan

Lin, Ya-Hui

CPA

Juanlu, Man-Yu Financial Supervisory Commission Approval File No.: Jin-Guan-Zheng-Shen-Zi No. 1070323061 Financial Supervisory Commission Approval File No.: Jin-Guan-Zheng-Shen-Zi No. 0990058257

February 25, 2025

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HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS

December 31, 2024 and 2023

Unit: NT$ Thousand

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December 31, 2024 December 31, 2023
Assets Notes Amount % Amount %
Current assets
1100 Cash and Cash Equivalents 6(1) $ 761,239 27 $ 236,091 8
1136 Financial assets measured at 6(2)
amortized cost - current - - 531,553 17
1150 Net Notes Receivable 6(3) 2,977 - 2,820 -
1170 Net Accounts Receivable 6(3) 60,689 2 223,675 7
1200 Other Receivables 5,098 - 11,411 -
1220 Current tax assets 6(24) 1,816 - 683 -
130X Inventories 6(4) 15,395 1 8,303 -
1410 Prepayments 7 13,640 - 266 -
1479 Other current assets – others 320 - 396 -
11XX Total current assets 861,174 30 1,015,198 32
Non-current assets
1550 Investments Accounted for Using the 6(5)
Equity Method 1,503,762 53 1,733,761 54
1600 Property, plant, and equipment 6(6) and 8 31,462 1 33,669 1
1755 Right-of-use assets 6(7) 3,924 - - -
1760 Investment property 6(9) and 8 364,190 13 370,059 12
1780 Intangible assets 569 - 699 -
1840 Deferred income tax assets 6(24) 17,789 1 20,208 1
1900 Other non-current assets 54,669 2 3,007 -
15XX Total non-current assets 1,976,365 70 2,161,403 68
1XXX Total assets $ 2,837,539 100 $ 3,176,601 100
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HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS

December 31, 2024 and 2023

Unit: NT$ Thousand

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December 31, 2024 December 31, 2023
Liabilities and equity Notes Amount % Amount %
Current Liabilities
2100 Short-term loans 6(10) and 8 $ 515,000 18 $ 695,000 22
2120 Financial liabilities measured at fair 6(12)
- - -
value through profit or loss - current 1,624
2130 Contract liabilities - current 6(19) 2,978 - 2,852 -
2180 Accounts payable - related parties 7 855 - 4,098 -
2200 Other Payables 6(11) 10,903 - 10,644 1
2280 Lease liabilities - current 1,676 - - -
2320 Long-term liabilities - current portion 6(13) 241,595 9 - -
2399 Other current liabilities – others 345 - 426 -
21XX Total current Liabilities 774,976 27 713,020 23
Non-current Liabilities
2500 Financial liabilities measured at fair 6(12)
value through profit or loss -
non-current - - 1,100 -
2530 Bonds payable 6(13) - - 236,212 7
2570 Deferred income tax liabilities 6(24) 97,781 4 91,177 3
2580 Lease liabilities - non-current 2,261 - - -
2670 Other non-current liabilities – others 7 3,046 - 3,051 -
25XX Total Non-Current Liabilities 103,088 4 331,540 10
2XXX Total Liabilities 878,064 31 1,044,560 33
Equity
Share capital 6(16)
3110 Common stock 1,065,520 38 1,065,520 34
Capital surplus 6(17)
3200 Capital surplus 854,045 30 854,024 27
Retained Earnings 6(18)
3310 Legal reserve 226,931 8 226,931 7
3320 Special reserve 95,692 3 82,834 3
3350 Undistributed earnings (accumulated
-
deficit) ( 221,919) ( 8) 12,858
Other equity
3400 Other equity ( 60,794) ( 2) ( 110,126) ( 4)
3XXX Total Equity 1,959,475 69 2,132,041 67
Significant Contingent Liabilities and 9
Unrecognized Contract Commitments
3X2X Total Liabilities and Equity $ 2,837,539 100 $ 3,176,601 100
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Please also refer to the attached Notes to the Parent Company Only Financial Statements as part of these Parent Company Only Financial Statements.

Chairman: Chang, Li-Jung

Managerial Officer: Lu, I-Hsuan Accounting manager: Hsu, Kuo-Huang

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HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2024 and 2023

Unit: NT$ Thousand (Except earnings (deficit) per share in NT$)

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2024 2023
Item Notes Amount % Amount %
4000 Operating revenue 6(19) and 7 $ 214,554 100 $ 447,396 100
5000 Operating costs 6(4) and 7 ( 189,706) ( 89) ( 424,582) ( 95)
5900 Gross profit 24,848 11 22,814 5
Operating expenses 6(23) and 7
6100 Selling and marketing expense ( 2,970) ( 1) ( 1,250) -
6200 General and administrative
expenses ( 47,291) ( 22) ( 60,875) ( 14)
6450 Expected credit impairment 12(2)
losses 49 - ( 68) -
6000 Total operating expenses ( 50,212) ( 23) ( 62,193) ( 14)
6500 Other non-operating income and 6(20)
expenses 64,221 30 12,276 3
6900 Operating profit (loss) 38,857 18 ( 27,103) ( 6)
Non-operating income and
expenses
7100 Interest income 7 48,917 23 30,306 7
7010 Other income 1,575 - 1,214 -
7020 Other gains or losses 6(21) ( 524) - 50 -
7050 Financial cost 6(22) ( 17,524) ( 8) ( 15,439) ( 4)
7070 Share of profit or loss of 6(5)
subsidiaries, associates, and joint
ventures recognized using the
equity method ( 279,331) ( 130) ( 157,991) ( 35)
7000 Total non-operating income
and expenses ( 246,887) ( 115) ( 141,860) ( 32)
7900 Net profit (loss) before tax ( 208,030) ( 97) ( 168,963) ( 38)
7950 Income tax benefits (expenses) 6(24) ( 13,889) ( 6) 3,884 1
8200 Net loss for the period ($ 221,919) ( 103) ($ 165,079) ( 37)
Other comprehensive income (net)
Items that may not to be
reclassified to profit or loss
8311 Remeasurements of defined 6(14)
benefit plan $ - - $ 51 -
8330 Share of other comprehensive
income of subsidiaries,
associates, and joint ventures
recognized using the equity
method - Items that may not to
- - -
be reclassified to profit or loss ( 1,359)
8349 Income tax related to items that 6(24)
may not to be reclassified to
- - -
profit or loss ( 10)
8310 Total of items that may not be
- - -
reclassified to profit or loss ( 1,318)
Items that may be subsequently
reclassified to profit or loss
8361 Exchange differences on
translation of financial
statements of foreign operations 49,332 23 ( 27,292) ( 6)
8360 Total of items that may be subsequently
reclassified to profit or loss 49,332 23 ( 27,292) ( 6)
8300 Other comprehensive income (net) $ 49,332 23 ($ 28,610) ( 6)
8500 Total comprehensive income
(loss) for the period ($ 172,587) ( 80) ($ 193,689) ( 43)
Deficit per share 6(25)
9750 Basic deficit per share ($ 2.08) ($ 1.58)
9850 Diluted deficit per share ($ 2.08) ($ 1.58)
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Please also refer to the attached Notes to the Parent Company Only Financial Statements as part of these Parent Company Only Financial Statements.

Chairman: Chang, Li-Jung Managerial Officer: Lu, I-Hsuan Accounting manager: Hsu, Kuo-Huang

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HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

Years Ended December 31, 2024 and 2023

Unit: NT$ Thousand

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Capital surplus Retained Earnings
Exchange
differences on
translation of
Undistributed financial
Employee Stock earnings statements of
Additional Treasury Stock Options Share (accumulated foreign
Notes Common stock paid-in capital Transactions Forfeited option Others Legal reserve Special reserve deficit) operations Total Equity
2023
Balance as of January 1, 2023 $ 932,210 $ 639,937 $ 1,615 $ - $ 279 $ 27 $ 220,291 $ 115,046 $ 236,260 ($ 82,834 ) $ 2,062,831
Net loss for the period - - - - - - - - ( 165,079 ) - ( 165,079 )
Other comprehensive income (loss) for
the period - - - - - - - - ( 1,318 ) ( 27,292 ) ( 28,610 )
Total comprehensive income (loss) for
the period - - - - - - - - ( 166,397 ) ( 27,292 ) ( 193,689 )
Appropriation and distribution of 6(18)
earnings in 2022:
Appropriation for legal reserve - - - - - - 6,640 - ( 6,640 ) - -
Reversed Special Reserve - - - - - - - ( 32,212 ) 32,212 - -
Cash dividends - - - - - - - - ( 51,611 ) - ( 51,611 )
Stock dividends 6(16) 30,966 - - - - - - - ( 30,966 ) - -
Cash capital increase 6(16) 100,000 162,100 - - - - - - - - 262,100
Cash capital increase reserved for 6(15)(16)
employee subscription compensation cost - 9,527 - 2,163 - - - - - - 11,690
Issuance of convertible bonds 6(13) - - - - 30,297 - - - - - 30,297
Conversion of convertible bonds 6(13)(16) 2,344 8,359 - - ( 291 ) - - - - - 10,412
Overdue dividends converted to capital
surplus - - - - - 11 - - - - 11
Balance as of December 31, 2023 $ 1,065,520 $ 819,923 $ 1,615 $ 2,163 $ 30,285 $ 38 $ 226,931 $ 82,834 $ 12,858 ($ 110,126 ) $ 2,132,041
2024
Balance as of January 1, 2024 $ 1,065,520 $ 819,923 $ 1,615 $ 2,163 $ 30,285 $ 38 $ 226,931 $ 82,834 $ 12,858 ($ 110,126 ) $ 2,132,041
Net loss for the period - - - - - - - - ( 221,919 ) - ( 221,919 )
Other comprehensive income (loss) for
the period - - - - - - - - - 49,332 49,332
Total comprehensive income (loss) for
the period - - - - - - - - ( 221,919 ) 49,332 ( 172,587 )
Appropriation and distribution of 6(18)
earnings in 2023:
Provision of special reserve - - - - - - - 12,858 ( 12,858 ) - -
Overdue dividends converted to capital
surplus - - - - - 21 - - - - 21
Balance as of December 31, 2024 $ 1,065,520 $ 819,923 $ 1,615 $ 2,163 $ 30,285 $ 59 $ 226,931 $ 95,692 ($ 221,919 ) ($ 60,794 ) $ 1,959,475
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Please also refer to the attached Notes to the Parent Company Only Financial Statements as part of these Parent Company Only Financial Statements.

Chairman: Chang, Li-Jung

Managerial Officer: Lu, I-Hsuan Accounting manager: Hsu, Kuo-Huang

  • 22 -

HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

Years Ended December 31, 2024 and 2023

Unit: NT$ Thousand

Cash flows from operating activities
Net loss before tax for the period
Adjustments
Adjustments to reconcile profit or loss
Depreciation expenses
Amortization expenses
Expected credit impairment (loss)
Interest expenses
Interest income
Cost of share-based compensation
Amortization of corporate bond discounts
Net loss (gain) on financial liabilities measured
at fair value through profit or loss
Share of profit or loss of subsidiaries,
associates, and joint ventures recognized using
the equity method
Changes in operating assets/liabilities
Net change in assets related to operating
activities
Notes receivable
Accounts Receivable
Accounts receivable – related parties
Other Receivables
Inventories
Prepayments
Other Current Assets
Net defined benefit assets - non-current
Other non-current assets
Net changes in liabilities related to operating
activities
Accounts payable - related parties
Contract liabilities - current
Other Payables
Other current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash inflow from operating activities
Cash flows from investing activities
Increase in financial assets measured at amortized
cost
Acquisition of property, plant, and equipment
Acquisition of intangible assets
Acquisition of investments accounted for using the
equity method
Increase in prepayment for purchases of land
Net cash inflow (outflow) from investing
activities
Cash flows from financing activities
Decrease in short-term borrowings
Decrease in short-term notes payable
Issuance of corporate bonds
Costs of corporate bond issuance
Increase in refundable deposits
Lease principal repayment
Cash dividends paid
Cash capital increase
Net cash (outflow) inflow from financing
activities
Increase (decrease) in cash and cash equivalents for the
period
Beginning balance of cash and cash equivalents
Ending balance of cash and cash equivalents
Notes
January 1 to
December 31, 2024
January 1 to
December 31, 2023
( $ 208,030 )
( $ 168,963 )
6(6)(9)
(23)
9,366
7,733
6(23)
244
188
12(2)
(
49 )
68
6(22)
12,141
12,760
(
48,917 )
(
30,306 )
6(15)
-
11,690
6(22)
5,383
2,679
6(12)(21)
524
(
50 )
6(5)
279,331
157,991
(
157 )
(
2,820 )
163,035
41,582
-
35,376
237
(
238 )
(
7,092 )
7,514
(
13,374 )
369,614
76
(
244 )
2,892
(
36 )
(
2,610 )
-
(
3,243 )
4,098
126
2,852
575
(
3,109 )
(
81 )
(
58)
190,377
448,321
54,993
20,652
(
12,437 )
(
12,565 )
(
5,998 )
(
16,426 )
226,935
439,982
531,553
(
531,553 )
6(6)
(
169 )
(
3,317 )
(
58 )
-
6(5)
-
(
150,000 )
(
52,000 )
-
479,326
(
684,870)
6(26)
(
180,000 )
(
170,000 )
6(26)
-
(
109,843 )
6(26)
-
268,316
6(26)
-
(
3,223 )
(
5 )
956
6(26)
(
1,108 )
-
6(18)
-
(
51,611 )
6(16)
-
262,100
(
181,113 )
196,695
525,148
(
48,193 )
6(1)
236,091
284,284
6(1)
$ 761,239
$ 236,091

Please also refer to the attached Notes to the Parent Company Only Financial Statements as part of these Parent Company Only Financial Statements.

Chairman: Chang, Li-Jung Managerial Officer: Lu, I-Hsuan Accounting manager: Hsu, Kuo-Huang

  • 23 -

Attachment 5 2024 Consolidated Financial Statements and Independent Auditors’ Report

Independent Auditors’ Report

To: Hotron Precision Electronic Industrial Co., Ltd.,

Opinions

Hotron Precision Electronic Industrial Co., Ltd. and Its Subsidiaries (hereinafter "Hotron Group") as of December 31, 2024 and 2023, in addition to the Consolidated of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows, and Notes to the Consolidated Financial Statements (including a summary of significant accounting policies) from January 1 to December 31, 2024 and 2023, have been audited by the CPAs.

In the opinion of the CPAs, the above Consolidated Financial Statements have been prepared in all material respects in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretation and Interpretation Notices as endorsed and issued into effect by the Financial Supervisory Commission, and are sufficient to give a fair representation of the consolidated financial position of Hotron Group as at December 31, 2024 and 2023, and the consolidated financial performance and consolidated cash flow from January 1 to December 31, 2024 and 2023.

Basis for Opinions

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS) 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 Hotron Group in accordance with the Norm of Professional Ethics for Certified Public Accountant and 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 refer to those which, in accordance with the professional judgment of the CPA, are most important for the audit of the Consolidated Financial Statements of Hotron Group for the year 2024. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a

  • 24 -

separate opinion on these matters.

The key audit matters of the Consolidated Financial Statements of Hotron Group for the year 2024 are listed as follows:

Inventory Evaluation

Description

Please refer to Note 4(12) of the consolidated financial report for the accounting policy of inventory evaluation; please refer to Note 5(2) of the consolidated financial report for the uncertainty of accounting estimates and assumptions of inventory evaluation; and refer to Note 6(5) to the consolidated financial report for the description of allowance for inventory impairment loss. As of December 31, 2024, the Hotron Group’s inventories and allowance for inventory impairment loss amounted to NT$712,928 thousand and NT$63,119 thousand, respectively.

The Hotron Group is engaged in the manufacturing and sale of various 3C product cables and signal cables. Due to the short life cycles of electronic products and intense market competition, there is a higher risk of inventory impairment losses. Hotron Group’s inventories are measured at the lower of cost and net realizable value, the net realizable value is calculated based on the actual average selling price less variable selling expenses. For the net realizable value used in inventory valuation, it often involves subjective judgments and therefore has a high degree of estimation uncertainty. The CPAs believe that the assessment of the inventory of Hotron Group and its allowance for inventory impairment loss is one of the most important matters in this year’s audit.

Response audit procedures

The key audit procedures performed by the CPA regarding the allowance for inventory impairment loss are summarized as follows:

  1. Understand the Hotron Group’s operations and industry nature, evaluate the reasonableness of the policies and procedures adopted for the allowance for inventory impairment loss, including determining the reasonableness of the basis for the net realizable value.

  2. Identify the warehouse management process of Hotron Group, review its annual inventory plan and participate in the annual inventory checking to evaluate the effectiveness of management in distinguishing and controlling inventory.

  3. Verify the properness of the inventory age report used by Hotron Group for evaluation to confirm that the report information is consistent with its policies.

  4. Execute the verification of the calculation logic of the net realizable value of inventories,

  5. 25 -

and then evaluate the rationality of the allowance for impairment loss determined by Hotron Group.

Revenue Recognition Cut-Off for Ex-Works Sales

Description

Please refer to Note 4(25) to the consolidated financial report for the accounting policy for revenue recognition.

The Hotron Group’s sales models are mainly categorized into recognizing revenue after ex-factory shipments and after ex-warehouse shipments. For ex-works sales, revenue is recognized only when the customer takes delivery and the risks and rewards are transferred. The Hotron Group primarily recognizes revenue based on the actual ex-works sales to customers as provided in the reports or other information from warehouse custodians.

As revenue recognition for ex-works sales is based on the information and reports provided by custodians, it typically involves more manual processes. Considering the significant transaction volume of the Hotron Group’s ex-works sales and the material impact of transactions around the financial statement date on the financial statements, the CPA considers the revenue recognition cut-off for the Group’s ex-works sales as one of the most important audit matters this year.

Response audit procedures

The key audit procedures performed by the CPA regarding the revenue recognition cut-off for ex-warehouse sales are summarized as follows:

  1. Understand the Hotron Group’s revenue recognition procedures for ex-works sales, evaluate the appropriateness of recognizing ex-works revenue, including understanding relevant internal control procedures, and obtain information and reports provided by custodians.

  2. Perform internal control testing on ex-works sales revenue to ensure the Hotron Group recognizes revenue only after the customer takes delivery and the risks and rewards are transferred.

  3. Perform cut-off testing on ex-works sales revenue transactions for a certain period before and after the balance sheet date, including verifying supporting documents from warehouse custodians, shipping documents, and that revenue is recorded in the appropriate period.

  4. Perform sample physical inventory observation and count for ex-works inventory quantities and verify the recorded book balances.

Other Matters - Parent Company Only Financial Statements

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We have also audited the Parent Company Only Financial Statements of Hotron Precision Electronic Industrial Co., Ltd. for 2024 and 2023, on which we have issued an unqualified opinion.

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

To ensure that the Consolidated Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Consolidated Financial Statements in accordance with the Financial Reporting Standards for Securities Issuers, as well as the IFRS, IAS, Interpretation and Interpretation Notices as endorsed and issued into effect by the Financial Supervisory Commission, and for preparing and maintaining necessary internal control procedures pertaining to the Consolidated Financial Statements.

In preparing the Consolidated Financial Statements, the management is responsible for assessing Hotron 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 the management either intends to liquidate Hotron Group or to cease operations, or has no realistic alternative but to do so.

Those in charge with Hotron Group's governance (including Audit Committee) are responsible for overseeing its 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 misstatements, 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from error or fraud 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 financial statements.

As part of an and accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and evaluate the risk of material misstatements due to fraud or error in the consolidated financial statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for audit 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,

  2. 27 -

misrepresentations, or the override of internal control.

  1. 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 Hotron Group's internal control.

  2. Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.

  3. 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 Hotron 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 Hotron Group to cease to continue as a going concern.

  4. Evaluate the overall expression, structure and contents of the Consolidated Financial Statements (including relevant Notes), and whether the Consolidated Financial Statements fairly present relevant transactions and items.

  5. 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 audit and for expressing an opinion on the Consolidated Financial Statements of the Group.

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 of the Republic of China, 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 communication with the management unit, the accountant decided on the key audit matters for the Consolidated Financial Statements of Hotron Group for 2024. 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.

  • 28 -

PricewaterhouseCoopers Taiwan

Lin, Ya-Hui

CPA

Juanlu, Man-Yu

Financial Supervisory Commission Approval File No.: Jin-Guan-Zheng-Shen-Zi No. 1070323061 Financial Supervisory Commission Approval File No.: Jin-Guan-Zheng-Shen-Zi No. 0990058257

February 25, 2025

  • 29 -

HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

December 31, 2024 and 2023

Unit: NT$ Thousand

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December 31, 2024 December 31, 2023
Assets Notes Amount % Amount %
Current assets
1100 Cash and cash equivalents 6(1) $ 960,832 19 $ 486,087 9
1110 Financial assets measured at fair 6(2)
value through profit or loss - current 68,206 1 - -
1136 Financial assets measured at 6(3)
amortized cost - current 40,370 1 531,553 10
1150 Net Notes Receivable 6(4) 7,099 - 11,166 -
1170 Accounts receivable, net 6(4) 682,097 13 917,199 18
1200 Other Receivables 8,878 - 12,529 -
1220 Current income tax assets - - 885 -
130X Inventories 6(5) 649,809 13 620,400 12
1410 Prepayments 28,986 1 26,326 1
1479 Other current assets – others 6(6) 50,929 1 33,249 1
11XX Total current assets 2,497,206 49 2,639,394 51
Non-current assets
1600 Property, plant and equipment 6(7) and 8 2,112,064 42 2,122,738 41
1755 Right-of-use assets 6(8) 93,228 2 88,676 2
1760 Net investment property 6(10) and 8 206,050 4 209,507 4
1780 Intangible assets 5,038 - 6,406 -
1840 Deferred income tax assets 6(30) 67,978 1 69,507 1
1900 Other non-current assets 6(11) 108,976 2 52,512 1
15XX Total non-current assets 2,593,334 51 2,549,346 49
1XXX Total assets $ 5,090,540 100 $ 5,188,740 100
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HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

December 31, 2024 and 2023

Unit: NT$ Thousand

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December 31, 2024 December 31, 2023
Liabilities and equity Notes Amount % Amount %
Current Liabilities
2100 Short-term loans 6(12) and 8 $ 1,002,608 20 $ 1,043,606 20
2110 Short-term notes payable 6(13) - - 9,996 -
2120 Financial liabilities measured at fair 6(15)
- - -
value through profit or loss - current 1,624
2130 Contract liabilities - current 6(24) 4,350 - 4,154 -
2170 Accounts payable 291,851 6 231,035 5
2200 Other Payables 6(14) 245,950 5 233,163 5
2230 Current income tax liabilities 6,971 - 6,736 -
2280 Lease liabilities - current 1,676 - 2,282 -
2320 Long-term liabilities - current portion 6(16)(17) and 8
411,631 8 20,337 -
2399 Other current liabilities – others 16,300 - 6,286 -
21XX Total current liabilities 1,982,961 39 1,557,595 30
Non-current liabilities
2500 Financial liabilities measured at fair 6(15)
value through profit or loss -
non-current - - 1,100 -
2530 Bonds payable 6(17) - - 236,212 5
2540 Long-term loans 6(16) - - 162,138 3
2570 Deferred income tax liabilities 6(30) 76,727 2 86,528 2
2580 Lease liabilities - non-current 2,261 - - -
2600 Other non-current liabilities 6(18) 1,069,116 21 1,013,126 19
25XX Total Non-Current Liabilities 1,148,104 23 1,499,104 29
2XXX Total liabilities 3,131,065 62 3,056,699 59
Equity
Equity attributable to owners of
parent
Share capital 6(21)
3110 Common stock 1,065,520 21 1,065,520 20
Capital Surplus 6(22)
3200 Capital Surplus 854,045 16 854,024 17
Retained Earnings 6(23)
3310 Legal reserve 226,931 4 226,931 4
3320 Special reserve 95,692 2 82,834 2
3350 Undistributed earnings (accumulated
-
deficit) ( 221,919) ( 4) 12,858
Other equity
3400 Other equity ( 60,794) ( 1) ( 110,126) ( 2)
31XX Total equity attributable to
owners of parent 1,959,475 38 2,132,041 41
3XXX Total equity 1,959,475 38 2,132,041 41
Significant contingent liabilities and 9
unrecognized contract commitments
Significant Events after the Balance 11
Sheet Date
3X2X Total Liabilities and Equity $ 5,090,540 100 $ 5,188,740 100
----- End of picture text -----

Please also refer to the attached Notes to the Consolidated Financial Statements as part of these Consolidated Financial Statements.

Chairman: Chang, Li-Jung Managerial Officer: Lu, I-Hsuan Accounting manager: Hsu, Kuo-Huang

  • 31 -

HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2024 and 2023

Unit: NT$ Thousand (Except earnings (deficit) per share in NT$)

==> picture [520 x 597] intentionally omitted <==

----- Start of picture text -----

2024 2023
Item Notes Amount % Amount %
4000 Operating revenue 6(24) $ 1,933,669 100 $ 2,159,114 100
5000 Operating costs 6(5)(29) and 7 ( 1,701,226) ( 88) ( 1,845,599) ( 85)
5900 Gross profit 232,443 12 313,515 15
Operating expenses 6(29) and 7
6100 Selling expenses ( 150,555) ( 8) ( 117,984) ( 6)
6200 General and administrative
expenses ( 329,723) ( 17) ( 286,068) ( 13)
6300 Research and development
expenses ( 106,616) ( 5) ( 95,288) ( 4)
6450 Expected credit impairment (loss) 12(2) 74 - ( 276) -
6000 Total operating expenses ( 586,820) ( 30) ( 499,616) ( 23)
6500 Other non-operating income and 6(25)
expenses 80,421 4 ( 3,132) -
6900 Operating loss ( 273,956) ( 14) ( 189,233) ( 8)
Non-operating income and expenses
7100 Interest income 52,978 3 35,572 2
7010 Other revenue 6(26) 25,538 1 22,110 1
7020 Other gains and losses 6(27) 1,735 - 274 -
7050 Financial costs 6(28) ( 43,711) ( 2) ( 41,764) ( 2)
7055 Expected credit impairment (loss) 12(2) 13,363 - ( 26,376) ( 1)
7000 Total non-operating income and
expenses 49,903 2 ( 10,184) -
7900 Earnings before tax losses ( 224,053) ( 12) ( 199,417) ( 8)
7950 Income tax benefit 6(30) 2,134 - 34,338 1
8200 Net loss for the period ($ 221,919) ( 12) ($ 165,079) ( 7)
Other comprehensive income (net)
Items not to be reclassified to profit
or loss
8311 Remeasurements of defined benefit 6(19)
plan $ - - ($ 1,647) -
8349 Income tax related to items not to be 6(30)
reclassified - - 329 -
8310 Total of items that will not be
- - -
reclassified to profit or loss ( 1,318)
Items that may be subsequently
reclassified to profit or loss
8361 Exchange differences on translation
of financial statements of foreign
operations 49,332 3 ( 27,292) ( 1)
8360 Total of items that may be
subsequently reclassified to profit or
loss 49,332 3 ( 27,292) ( 1)
8300 Net Amount of Other
Comprehensive Income (Loss) After
Tax for the Period $ 49,332 3 ($ 28,610) ( 1)
8500 Total comprehensive loss for the
period ($ 172,587) ( 9) ($ 193,689) ( 8)
Net income attributable to:
8610 Owners of parent ($ 221,919) ( 12) ($ 165,079) ( 7)
Total comprehensive income (loss)
attributable to:
8710 Owners of parent ($ 172,587) ( 9) ($ 193,689) ( 8)
Deficit per share 6(31)
9750 Basic deficit per share ($ 2.08) ($ 1.58)
9850 Diluted deficit per share ($ 2.08) ($ 1.58)
----- End of picture text -----

Please also refer to the attached Notes to the Consolidated Financial Statements as part of these Consolidated Financial Statements.

Chairman: Chang, Li-Jung Managerial Officer: Lu, I-Hsuan Accounting manager: Hsu, Kuo-Huang

  • 32 -

HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Years Ended December 31, 2024 and 2023

Unit: NT$ Thousand

==> picture [782 x 360] intentionally omitted <==

----- Start of picture text -----

Equity attributable to owners of parent
Capital Surplus Retained Earnings
Exchange
Undistributed differences on
Employee Stock earnings translation of
Additional Treasury Stock Options Subscriptio (accumulated foreign
Notes Common stock paid-in capital Transactions Forfeited n right Others Legal reserve Special reserve deficit) operations Total Equity
2023
Balance as of January 1, 2023 $ 932,210 $ 639,937 $ 1,615 $ - $ 279 $ 27 $ 220,291 $ 115,046 $ 236,260 ($ 82,834 ) $ 2,062,831
Net loss for the period - - - - - - - - ( 165,079 ) - ( 165,079 )
Other comprehensive income (loss) for
the period - - - - - - - - ( 1,318 ) ( 27,292 ) ( 28,610 )
Total comprehensive income (loss) for
the period - - - - - - - - ( 166,397 ) ( 27,292 ) ( 193,689 )
Appropriation and distribution of 6(23)
earnings in 2022:
Appropriation for legal reserve - - - - - - 6,640 - ( 6,640 ) - -
Reversed Special Reserve - - - - - - - ( 32,212 ) 32,212 - -
Cash dividends - - - - - - - - ( 51,611 ) - ( 51,611 )
Stock dividends 6(21) 30,966 - - - - - - - ( 30,966 ) - -
Cash capital increase 6(21) 100,000 162,100 - - - - - - - - 262,100
Cash capital increase reserved for 6(20)(21)
employee subscription compensation cost - 9,527 - 2,163 - - - - - - 11,690
Issuance of convertible bonds 6(17) - - - - 30,297 - - - - - 30,297
Conversion of convertible bonds 6(17)(21) 2,344 8,359 - - ( 291 ) - - - - - 10,412
Overdue dividends converted to capital
surplus - - - - - 11 - - - - 11
Balance as of December 31, 2023 $ 1,065,520 $ 819,923 $ 1,615 $ 2,163 $ 30,285 $ 38 $ 226,931 $ 82,834 $ 12,858 ($ 110,126 ) $ 2,132,041
2024
Balance as of January 1, 2023 $ 1,065,520 $ 819,923 $ 1,615 $ 2,163 $ 30,285 $ 38 $ 226,931 $ 82,834 $ 12,858 ($ 110,126 ) $ 2,132,041
Net loss for the period - - - - - - - - ( 221,919 ) - ( 221,919 )
Other comprehensive income (loss) for
the period - - - - - - - - - 49,332 49,332
Total comprehensive income (loss) for
the period - - - - - - - - ( 221,919 ) 49,332 ( 172,587 )
Appropriation and distribution of 6(23)
earnings in 2023:
Appropriation of special reserve - - - - - - - 12,858 ( 12,858 ) - -
Overdue dividends converted to capital
surplus - - - - - 21 - - - - 21
Balance as of December 31, 2024 $ 1,065,520 $ 819,923 $ 1,615 $ 2,163 $ 30,285 $ 59 $ 226,931 $ 95,692 ($ 221,919 ) ($ 60,794 ) $ 1,959,475
----- End of picture text -----

Please also refer to the attached Notes to the Consolidated Financial Statements as part of these Consolidated Financial Statements.

Chairman: Chang, Li-Jung

Managerial Officer: Lu, I-Hsuan

Accounting manager: Hsu, Kuo-Huang

  • 33 -

HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2024 and 2023

Unit: NT$ Thousand

Cash flows from operating activities
Net loss before tax for the period
Adjustments
Adjustments to reconcile profit or loss that do
not affect cash flow
Depreciation expenses (including right-of-use
assets and investment property)
Amortization expenses
Expected credit impairment (loss)
Interest expenses
Interest income
Cost of share-based compensation
Amortization of corporate bond discounts
Gains on proceeds from disposal or
redemption of property, plant and equipment
Net loss (gain) on financial assets and
liabilities measured at fair value through profit
or loss
Amortization of long-term deferred revenue
Changes in operating assets/liabilities related to
operating activities
Net change in assets related to operating
activities
Notes receivable
Accounts Receivable
Other Receivables
Inventories
Prepayments
Other Current Assets
Other non-current assets
Net changes in operating liabilities
Contract Liabilities
Notes Payable
Accounts payable
Other Payables
Other Current Liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash inflow from operating activities
Notes
January 1 to
December 31, 2024
January 1–
December 31, 2023
( $ 224,053 )
( $ 199,417 )
6(7)(8)(10)
(29)
192,359
186,856
6(29)
3,842
1,341
12(2)
(
13,437 )
26,652
38,328
39,085
(
52,978 )
(
35,572 )
6(20)
-
11,690
6(28)
5,383
2,679
6(27)
(
1,993 )
(
214 )
318
(
50 )
6(18)
(
2,355 )
(
546 )
4,067
(
2,483 )
235,176
57,570
10,898
3,271
(
29,409 )
421,269
(
2,660 )
986
(
17,680 )
43,480
(
1,071 )
(
1,568 )
196
(
2,515 )
-
(
8,815 )
60,816
(
23,269 )
46,912
(
8,426 )
10,014
(
3,176 )
(
8,777 )
5,322
253,896
514,150
59,094
25,560
(
37,308 )
(
38,623 )
(
6,369 )
(
26,224 )
269,313
474,863

(Next Page)

- 34 -

HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2024 and 2023

Unit: NT$ Thousand

Cash flows from investing activities
Financial assets measured at fair value through
profit or loss - current increased
Financial assets measured at amortized cost -
current decreased (increased)
Acquisition of property, plant and equipment
Proceeds from disposal or redemption of property,
plant and equipment
Acquisition of intangible assets
Decrease (increase) in refundable deposits
Increase in prepayment for purchases of equipment
Increase in prepayment for purchases of land
Other non-current assets
Receipt of property, plant and equipment award
Net cash inflow (outflow) from investing
activities
Cash flows from financing activities
Decrease in short-term loans
Decrease in short-term notes payable
Proceeds from issuance of bonds
Costs of corporate bond issuance
Proceeds from long-term loans
Repayment of long-term loans
Increase in guarantee deposits received
Lease principal repayment
Cash dividends paid
Cash capital increase
Net cash (inflow) outflow from financing
activities
Effect of exchange rate changes
Increase (decrease) in cash and cash equivalents for
the period
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Notes
January 1 to
December 31, 2024
January 1–
December 31, 2023
( $ 68,000 )
$ -
491,183
(
531,553 )
6(32)
(
98,840 )
(
262,039 )
22,568
26,827
(
567 )
(
2,121 )
(
1,968 )
51
(
14,132 )
(
7,816 )
(
52,000 )
-
(
6,653 )
-
6(18)
23,608
11,683
295,199
(
764,968 )
6(33)
(
40,998 )
(
344,097 )
6(33)
(
9,996 )
(
129,844 )
6(17)
(33)
-
268,316
6(33)
-
(
3,223 )
6(33)
-
191,562
6(33)
(
18,808 )
(
9,087 )
2,169
2,884
6(33)
(
3,457 )
(
2,202 )
6(23)
-
(
51,611 )
6(21)
-
262,100
(
71,090 )
184,798
(
18,677 )
24,447
474,745
(
80,860 )
6(1)
486,087
566,947
6(1)
$ 960,832
$ 486,087
- 35 -

Attachment 6 Amendments to Comparison Table of the "Articles of Incor oration" p

Hotron Precision Electronic Industrial Co., Ltd. Amendments to Comparison Table of the "Articles of Incorporation"

==> picture [491 x 44] intentionally omitted <==

----- Start of picture text -----

Amended provisions Current provisions Amendment
description
----- End of picture text -----

Amended provisions
Current provisions
Amendment
description
Amended provisions
Current provisions
Amendment
description
Amended provisions
Current provisions
Amendment
description
Amended provisions
Current provisions
Amendment
description
Article 20
If the Company has profits in a year, it
shall
set
aside
the
employees'
compensation and accumulated losses,
it shall reserve an amount to offset the
losses in advance.
The Company shall set aside the
following based on the profits of the
current year before tax, prior to the
deduction of employees’ and directors’
compensation, after offsetting losses:
(1) Directors' compensation shall not
exceed 3%.
(2) Employees' compensation shall not
be less than 1%.(The employee
compensation amount in this item
should allocate no less than thirty
percent to entry-level employees)
The
aforementioned
employees'
compensation shall be distributed in
stock or cash, resolved by a majority
vote in a Board meeting with at least
two-thirds attendance, and reported to
the shareholders' meeting. Recipients
may include qualifying employees of
controlled or subordinate companies,
subject to conditions determined by
Article 20
If the Company has profits in a year, it
shall
set
aside
the
employees'
compensation and accumulated losses,
it shall reserve an amount to offset the
losses in advance.
The Company shall set aside the
following based on the profits of the
current year before tax, prior to the
deduction of employees’ and directors’
compensation, after offsetting losses:
(1) Directors' compensation shall not
exceed 3%.
(2) Employees' compensation shall not
be less than 1%.
The
aforementioned
employees'
compensation shall be distributed in
stock or cash, resolved by a majority
vote in a Board meeting with at least
two-thirds attendance, and reported to
the shareholders' meeting. Recipients
may include qualifying employees of
controlled or subordinate companies,
subject to conditions determined by
the Board.
If the Company's annual final accounts
show a surplus,it shall firstpaytaxes,
According to
Article 14,
Paragraph 6 of
the Securities
and Exchange
Act, the Articles
of Incorporation
are hereby
amended.
- 36 -

==> picture [491 x 44] intentionally omitted <==

----- Start of picture text -----

Amended provisions Current provisions Amendment
description
----- End of picture text -----

Amended provisions
Current provisions
Amendment
description
Amended provisions
Current provisions
Amendment
description
Amended provisions
Current provisions
Amendment
description
the Board.
If the Company's annual final accounts
show a surplus, it shall first pay taxes,
offset accumulated losses, then set
aside 10% as legal reserve, unless the
legal
reserve
has
reached
the
Company's paid-in capital. Thereafter,
a special reserve shall be set aside or
reversed in accordance with laws or
regulations. If there is still a surplus, it
shall
be
combined
with
the
accumulated
undistributed
surplus
from the previous period. The Board
of Directors shall retain an appropriate
amount based on the operational needs
and draft a distribution proposal. If
new shares are to be issued, the
proposal must be submitted to the
shareholders' meeting for resolution
and distribution.
The Company’s dividend distribution
policy
takes
into
account
the
Company’s
current
and
future
operating
conditions,
capital
requirements, while also considering
the interests of shareholders and
long-term financial planning, with
dividends distributed in the form of
cash
or
stock
dividends.
Cash
dividends shall account for no less
than 10% of the total dividends
distributed.
In accordance with Article 240,
Paragraph 5 of the CompanyAct,the
offset accumulated losses, then set
aside 10% as legal reserve, unless the
legal
reserve
has
reached
the
Company's paid-in capital. Thereafter,
a special reserve shall be set aside or
reversed in accordance with laws or
regulations. If there is still a surplus, it
shall
be
combined
with
the
accumulated
undistributed
surplus
from the previous period. The Board
of Directors shall retain an appropriate
amount based on operational needs
and draft a distribution proposal. If
new shares are to be issued, the
proposal must be submitted to the
shareholders' meeting for resolution
and distribution.
The Company’s dividend distribution
policy
takes
into
account
the
Company’s
current
and
future
operating
conditions,
capital
requirements, while also considering
the interests of shareholders and
long-term financial planning, with
dividends distributed in the form of
cash
or
stock
dividends.
Cash
dividends shall account for no less
than 10% of the total dividends
distributed.
In accordance with Article 240,
Paragraph 5 of the Company Act, the
Company authorizes the Board of
Directors, with the attendance of more
than two-thirds of the directors and the
- 37 -
Amended provisions Current provisions Amendment
description
Company authorizes the Board of
Directors, with the attendance of more
than two-thirds of the directors and the
approval of a majority of the attending
directors,
to
distribute
dividends,
bonuses, or the whole or a part of the
statutory surplus reserve and capital
reserve as prescribed in Article 241,
Paragraph 1 of the Company Act, in
the form of cash, and to report the
distribution
to
the
shareholders'
meeting.
approval of a majority of the attending
directors,
to
distribute
dividends,
bonuses, or the whole or a part of the
statutory surplus reserve and capital
reserve as prescribed in Article 241,
Paragraph 1 of the Company Act, in
the form of cash, and to report the
distribution
to
the
shareholders'
meeting.
Article 22
This Articles of Incorporation were
established on December 6, 1991 and
the 26th amendment was made on
May 26, 2022.
The 27th amendment was made on
May28,2025.
Article 22
This Articles of Incorporation were
established on December 6, 1991 and
the 26th amendment was made on
May 26, 2022.
Added revision
date.
- 38 -

Attachment 7 Amendments to comparison Table of the "Operating Procedures for Lending Funds and Makin Endorsements/Guarantees" g

Hotron Precision Electronic Industrial Co., Ltd.

Amendments to comparison Table of the "Operating Procedures for Lending Funds and

Making Endorsements/Guarantees"

==> picture [507 x 43] intentionally omitted <==

----- Start of picture text -----

Amended provisions Current provisions Amendment
description
----- End of picture text -----

Making Endorsements/Guarantees" Making Endorsements/Guarantees" Making Endorsements/Guarantees"
Amended provisions
Current provisions
Amendment
description
Chapter 2 Procedures for lending funds
Article
12:
Lending
Targets
and
Evaluation Criteria
The Company shall only lend funds to
companies or firms that have business
relations with the Company or require
short-term financing.
1. Companies or firms having business
relations with the Company; the
term "business relations" refers to
entities that engage in purchasing
or
sales
activities
with
the
Company.
2. Companies that require short-term
financing are limited to those in
which the company directly or
indirectly holds the voting shares,
and
only
those
that
require
short-term financing for business
needs.
The
aforementioned
term
"short-term" refers to a period of
one year or one operating cycle
(whichever
is
longer).
The
financing amount refers to the
cumulative
balance
of
the
Company's short-term financing
Chapter 2 Procedures for lending funds
Article
12:
Lending
Targets
and
Evaluation Criteria
The Company shall only lend funds to
companies or firms that have business
relations with the Company or require
short-term financing.
1. Companies or firms having business
relations with the Company; the
term "business relations" refers to
entities that engage in purchasing
or
sales
activities
with
the
Company.
2. Companies that require short-term
financing are limited to those in
which the company directly or
indirectly holds~~more than 50% ~~of
thevoting shares, and that require
short-term financing for business
needs. The aforementioned term
"short-term" refers to a period of
one year or one operating cycle
(whichever
is
longer).
The
financing amount refers to the
cumulative
balance
of
the
Company's short-term financing
funds.
Revised
according to the
Company's
operational
management
requirements.
- 39 -

==> picture [507 x 62] intentionally omitted <==

----- Start of picture text -----

Amended provisions Current provisions Amendment
description
funds.
----- End of picture text -----

Amended provisions
Current provisions
Amendment
description
Amended provisions
Current provisions
Amendment
description
Amended provisions
Current provisions
Amendment
description
funds.
Chapter
3
Procedures
for
endorsements/guarantees
Article
24
Limits
of
Endorsements/Guarantees
The
Company’s
total
amount
of
endorsements/guarantees provided shall
not exceed the current net worth of
200%.
The
endorsement/guarantee
amount for a single entity shall not
exceed 10% of the Company’s current
net worth, while for a single overseas
affiliated company, it shall not exceed
100%of the Company’s current net
worth. The total endorsement/guarantee
amount provided by the Company and
its subsidiaries shall not exceed200%
of the consolidated total net worth,
while for a single entity, it shall not
exceed 10% of the consolidated total net
worth.
When
the
total
endorsement/guarantee
amount
provided by the Company and its
subsidiaries exceeds 50% or more of the
Company’s net worth, the necessity and
reasonableness of this amount shall be
explained at the shareholders’ meeting.
Net worth is based on the Company’s
latest financial statements audited or
reviewed by a CPA. However, for
companies that have business relations
with the Company, the individual
endorsement/guarantee amount shall not
exceed
the
amount
of
business
transactions between the two parties.
The amount of business transactions
Chapter
3
Procedures
for
endorsements/guarantees
Article
24
Limits
of
Endorsements/Guarantees
The
Company’s
total
amount
of
endorsements/guarantees provided shall
not exceed the Company’s current net
worth.
The
endorsement/guarantee
amount for a single entity shall not
exceed 10% of the Company’s current
net worth, while for a single overseas
affiliated company, it shall not exceed
90%of the Company’s current net
worth. The total endorsement/guarantee
amount provided by the Company and
its subsidiaries shall not exceed the
consolidated total net worth, while for a
single entity, it shall not exceed 10% of
the consolidated total net worth. When
the total endorsement/guarantee amount
provided by the Company and its
subsidiaries exceeds 50% or more of the
Company’s net worth, the necessity and
reasonableness of this amount shall be
explained at the shareholders’ meeting.
Net worth is based on the Company’s
latest financial statements audited or
reviewed by a CPA. However, for
companies that have business relations
with the Company, the individual
endorsement/guarantee amount shall not
exceed
the
amount
of
business
transactions between the two parties.
The amount of business transactions
refers to the higher of the amounts of
Revised
according to the
Company's
operational
management
requirements.
- 40 -

==> picture [507 x 80] intentionally omitted <==

----- Start of picture text -----

Amended provisions Current provisions Amendment
description
refers to the higher of the amounts of purchases or sales between the parties.
purchases or sales between the parties.
----- End of picture text -----

Chapter 4 Supplementary Provisions
(Omitted)
Combined with the fifth amendment on
June 10, 2019 (resolution passed at the
shareholders’ meeting)
Combined with the sixth amendment on
June 5, 2020 (resolution passed at the
shareholders’ meeting)
Combined
with
the
seventh
amendment on May 28, 2025.
(Resolution
passed
at
the
shareholders’ meeting)
Chapter 4 Supplementary Provisions
(Omitted)
Combined with the fifth amendment on
June 10, 2019 (resolution passed at the
shareholders’ meeting)
Combined with the sixth amendment on
June 5, 2020 (resolution passed at the
shareholders’ meeting)
Added revision
date
.
- 41 -