JOCHU - AGM Information 2025 | FinancialReports.eu

Stock Code: 3543

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2025 Annual General Meeting

Meeting Handbook

Time: May 15, 2025 (Thursday) Place: No. 42, Guangfu Rd., Hsinchu Industry Park, Hukou Township, Hsinchu County Method for convening the meeting: Physical shareholders' meeting

Page No.

	Table of Contents Page No.
I. II. III. IV. V. VI. Attachments: Appendices:	Meeting Procedure 1
	Meeting Agenda 2
	Reports 3
	Ratification Matters 5
	Discussion Matters 6
	Extempore Motion 6
	(1) 2024 Business report 7
	(2) 2024 Audit Committee’s Audit Report 12
	(3)`「` Ethical Corporate Management Best Practice Principles`」` Before and After Amendment 13
	(4)2024 External Auditor’s Report and Financial Statements 14
	(5) 2024 Deficit Compensation Table 39
	(6) Comparison Table of the “Articles of Incorporation”Before and After Amendment 40
	(7) The suspension of non-competition restrictions on the Directors. 43
	(1) Articles of Incorporation (before the amendments) 44
	(2) Rules of Procedure for Shareholders’ Meeting 51
	(3) Ethical Corporate Management Best Practice Principles (before amendment) 56
	(4) Shares held by directors 61

I. Meeting Procedure

1.Call the meeting to order

2.Chairperson’s opening remarks
3.Reports
4.Ratification Matters
5.Discussion Matters
6.Extempore Motion
7.Adjournment

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II. Meeting Agenda

2025 Annual General Meeting of JOCHU TECHNOLOGY CO., LTD.

Time: May 15, 2025 (Thursday), 9:00AM

Place: No. 42, Guangfu Rd., Hsinchu Industry Park, Hukou Township, Hsinchu County

Method for convening the meeting: Physical shareholders' meeting

1. Call the meeting to order

2. Chairperson’s opening remarks

3. Reports:

(1) 2024 Business report
(2) 2024 audit committee’s review report
(3) Report on Cash Disbursement from Capital Reserves
(4) Report on the discontinuation of the Proposal for Common Stock Shares or Domestic Convertible Bonds by Private Placement approved at the 2024 Annual General Meeting
(5) Report on the Amendment of the Code of Ethical Business Conduct

4. Ratification Matters:

(1)2024 iness Report and Financial Statements
(2)To approve the proposal for 2024 deficit compensation

5. Discussion Matters:

(1)Amendments the ”Articles of Incorporation”

(2)Approve the suspension of non-competition restrictions on the directors

6. Extempore Motion

7. Adjournment

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III.Reports

I. The 2024 business report is proposed for resolution.
Descriptions: For the 2024 business report, please refer to Page Nos.7 ~ 11 in Attachment 1 hereto.
II. The 2024 audit committee’s review report is proposed for resolution.
Descriptions: For the Audit Committee’s audit report, please refer to Page No.12 in Attachment 2 hereto.
III. Report on Cash Disbursement from Capital Reserves for resolution.
Descriptions:1. According to Article 20 of the Company Act, the Company authorizes the Board of Directors to distribute the bonus and dividends to be distributed, or the legal reserve and capital reserve defined under Article 241 of the Company Act, in cash, in whole or in part, and report the distribution to a shareholders’ meeting.
- 2.The Board of Directors of the Company, at its 10th meeting of the 9th term held on March 25, 2025, resolved to distribute NT$44,131,575 in capital surplus derived from the issuance of shares in excess of par value in cash. Based on the total number of outstanding shares of 88,263,150 as of March 25, 2025, a cash dividend of NT$0.5 per share will be distributed. Amounts will be rounded down to the nearest dollar, and any fractional amounts less than one dollar will be disregarded and recorded as other income of the Company.
- 3.In the event that, before the distribution record date, the proposed profit distribution is affected by outstanding shares it is proposed that the Board of Directors be authorized to adjust the cash and stock to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.
- 4.Once this matter is resolved at the General Meeting, the Chairman is authorized to set the ex-dividend date and handle the dividend distribution matters accordingly.
IV.Report on the discontinuation of the private placement of common shares or domestic convertible corporate bonds approved by the 2024 Annual General

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Shareholders' Meeting for resolution.

Descriptions:1.In accordance with Article 43-6 of the Securities and Exchange Act, a private placement of securities shall be completed in one or more tranches within one year from the date of the shareholders’ meeting resolution.
The Company, pursuant to a resolution approved at the Annual General Shareholders’ Meeting on May 24, 2024, was authorized to conduct a private placement of common shares or domestic convertible corporate bonds within a limit of up to 15 million shares. As of now, a total of zero shares have been issued under the private placement. Since the authorization period is nearing its end, the Board of Directors resolved on March 25, 2025, not to proceed with the remaining quota within the remaining period.
V. Report on the Amendment of the Code of Ethical Business Conduct for resolution. Descriptions: In accordance with the Company’s actual operational needs, certain provisions of the “Ethical Corporate Management Best Practice Principles” have been revised. For a comparison of the provisions before and after the revision, please refer to Page No.13 in Attachment 3 hereto.

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IV.Ratification Matters

Motion 1 (proposed by the Board of Directors)

Summary: The 2024 business report and financial statements are proposed for acknowledgment.

Descriptions:1.The Company's 2024 business report, consolidated financial statements and parent company only financial statements have been approved per the resolution of the Audit Committee and Board of Directors. Among the other things, the consolidated financial statements and parent company only financial statements were also audited and certified by Liao Fu-Ming, CPA and Hsu Sheng-Chung, CPA of PwC Taiwan.
For the 2024 business report, external auditor’s report and financial statements, please refer to Page Nos. 7~ 11 in Attachment 1 hereto and Page Nos.14~38 in Attachment 4 hereto.

Resolution:

Motion 2 (proposed by the Board of Directors)

Summary: To approve the proposal for 2024 deficit compensation for acknowledgment.
Descriptions: The proposal for covering the loss for fiscal year 2024 has been approved by the Audit Committee and resolved by the Board of Directors. For details, please refer to the Statement of Loss Recovery on page 39 of Appendix 5 in this manual.

Resolution:

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V.Discussion Matters

Motion 1 (proposed by the Board of Directors)

Summary: Amendments the ”Articles of Incorporation” for discussion.

Descriptions: Pursuant to Article 14, Paragraph 6 of the Securities and Exchange Act, certain provisions of the “Articles of Incorporation” are proposed to be amended. For a comparison of the provisions before and after the amendment, please refer to Appendix 6, pages 40 to 42 of this manual.Resolution:

Motion 2 (proposed by the Board of Directors)

Summary: Approve the suspension of non-competition restrictions on the directors for discussion.

Descriptions:1.Pursuant to Article 209 of the Company Act, “A director who engages in any conduct, either for himself/herself or on behalf of another person, that falls within the scope of the company’s business shall explain the material aspects of such conduct to the shareholders’ meeting and obtain its approval.”
In the event that any director of the Company invests in or operates other businesses that fall within the same or similar scope as that of the Company, it is proposed that the shareholders’ meeting grant approval to lift the restriction on non-competition for such directors. For details regarding current directors holding concurrent positions in other companies that may involve competition, please refer to Appendix 7, page 43 of this manual.

Resolution:

VI. Extempore Motion VII. Adjournment

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Attachment 1

JOCHU TECHNOLOGY CO., LTD.

2024 Business report

The Company’s 2024 business plan implementation results and 2025 business plan are summarized as follows:

(I) Business plan implementation results:

The Company and its investees including Suzhou Jochu and Xiamen Jochu were professional suppliers engaged in manufacturing the precision stamping mechanism components of TFT-LCD liquid crystal panels. Notwithstanding, the Headquarters have been committed to developing new business in recent years, such as a medical business unit and investment in Vietnam. It is expected that the business performance will be more obvious in 2025.

Influenced by factors, such as downstream customer relocation, market price competition, and rising material costs in 2024, the consolidated operating revenue for 2024 was NT$3.23 billion, a 1% decrease compared to the NT$3.25 billion in 2023. The consolidated net loss after tax for 2024 was NT$138 million, with the net loss attributable to owners of the parent company being NT$101 million, and a basic loss per share of NT$1.14. This represents a decrease from the consolidated net profit after tax of NT$52 million in 2023, with the net profit attributable to owners of the parent company being NT$79 million, and basic earnings per share of NT$0.88. The increase of the net loss attributable to owners of the parent company in 2024 compared to 2023 was primarily due to factors such as price competition in the optoelectronic automotive industry, delayed customer orders impacting operations in Vietnam, payment for fixed operational expenses, the establishment of overseas market channels for the medical business unit, and the strengthening of R&D and human resources at the headquarters.

In 2025, the Company will continue its strategy focusing on the three major business segments: optoelectronics, household, and medical care, including the layout of new markets and the transformation of factories and adjustment of goals, establishment of international competitiveness, and consolidation of basic technologies, while actively creating value through “product development technology” and “process R&D technology”. With corporate culture as the core, the Company, in line with the talent training policy, conducts organizational adjustments, business expansion, and continuous improvement to improve production efficiency, reduce costs, and create value. Meanwhile, based on the ESG, the Company improves its R&D momentum, develops new business and creates the Company’s business performance.

(II) Operating revenue and expense budget implementation status: N/A (the Company did not disclose any financial forecast in 2024)

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(III) Financial revenue and expenses and profitability analysis:

In terms of the various financial ratios for profitability, the Company’s profitability in 2024 was lower than that in 2023. The net consolidated operating loss was NT$97 million, net consolidated loss before tax, NT$95 million, and net consolidated loss after tax, NT$138 billion, and the net loss attributable to the owners of the parent company was NT$101 million in 2024.

			Unit: %;times;NT$
	Item	2024	2023
	ROA(%)	(3.06)	1.34
	ROE(%)	(3.75)	2.83
	Income before tax to paid-in	(10.7)	11.26
Profitability
	capital ratio:

	Netprofit margin(%)	(4.28)	1.61
	Earnings(loss) per share(NT$)	(1.14)	0.88

(IV) R&D:

1. Description of the optoelectronic industry

In response to the market's diversified needs and technology upgrade trends, the Company actively invested in R&D resources in 2024, focusing on the development of high value-added products, new process introduction and cross-plant technology integration, and other fields. The Company has effectively optimized product quality, reduced delivery time, and reduced manpower risks through automation equipment upgrades. Looking ahead to 2025, we will continue to enhance the R&D and design of cabinet and sheet metal products, and strengthen regional cooperation, in order to enhance the overall competitiveness and R&D capabilities of the Group. The following is a summary of the 2024 R&D focuses and results, as well as the 2025 R&D directions and plans.

(1) R&D focuses and results in 2024
a. Product and process optimization
- Development of high value-added products: Technical research focusing on product design, strength, and appearance for industrial control product panels, display trim painted parts, and laptop back cover adhesive-bonded integrated iron components.
- Continuous automation: Ongoing introduction of automation equipment (AOI, automatic laminating machines, automatic riveting machines, infrared measuring instruments, etc.) to enhance production stability, shorten delivery times, and reduce human error.
b. Cross-plant resource integration and technology sharing
- China and Vietnam Plants: Leveraging the mature mold development
- experience of the factories in China to assist the Vietnam Plant in mold trial and verification during the early stages of model development.

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     - Automotive system resource integration: Continuous development of integrated supply chain solutions for die-casting, plastic injection molding, and surface treatment to provide customers with one-stop services.

(2) R&D directions and planning in 2025
- a. Vietnam plant cabinet project: Expanding sheet metal equipment and accelerating the mass production of cabinet products, with mass production expected in Q3 2025.
- b. Xiamen Plant thin plate process optimization: Upgrading production line equipment to meet the high-specification thin plate stamping demands for brands’ display metal parts and continuously optimizing process parameters to maintain high performance and quality.
- c. Equipment investment and upgrade: The Xiamen Plant will continue to strengthen the thin plate stamping process, while the Suzhou Plant will extend core R&D achievements, such as adhesive-bonded integrated iron components, focusing on applications, like intelligent inspection and AGV to improve overall yield and optimize production costs.
Medical industry description:
(1) Operation strategies:
- a. While expanding OEM foundry business, the Company will continue to strengthen its own design capabilities, expand the white label market of healthy products through ODM products, and reduce the risk of fluctuations from a single customer or a single market, in order to maintain stable growth and profitability. b. Through strategic collaborations with industry, government, and academia, we will establish advantages in medical theory, ergonomics, IoT, and control technology, enhancing our independent product development and validation capabilities.
(2) Marketing of products:
- a. Mobile vehicle:
  - OEM electric wheelchairs: Electric wheelchairs designed and manufactured under commission from Japan, including the automated wheelchair that entered mass production in Q4 2024, have been successfully shipped. As the visibility of this product increases in airports across various countries, it is expected to contribute to revenue growth in 2025.
  - OEM electric mobility scooters: The medical business successfully introduced an OEM model from a European brand customer in Q4 2023, which successfully entered mass production in Q4 2024, with shipments commencing. This is expected to significantly boost full-year revenue in 2025, laying the foundation for stable growth over the next two to three years.
  - ODM electric mobility scooters: The electric mobility scooters we designed and developed in-house were sent as samples to European and

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American distributors for evaluation in the fourth quarter of 2024. We anticipate small trial orders and shipments to commence in the first half of 2025.

b. Healthy sleep products:
- Home care bed: Home care beds designed under commission from a Japanese brand were authorized for sale in Europe and the United States in 2024. As this product is a high-priced item, distributors maintained small order quantities in 2024, and sales strategies will be adjusted in 2025 based on market conditions.
- AI pressure equalizing air mattresses: In Q4 2024, the Company adjusted its product strategy, applying core technologies to smart mattresses, and plans to complete sample development and begin sample delivery in the second half of 2025.
For home furnishing, the Company applies highly automated production processes, and lean manufacturing processes, to build product design momentum and help customers develop new products. For furniture products, the Company helped customers with R&D of new brackets, and continued to develop automatic packaging, assembly, and test systems for the production lines of metal drawers. The Company improved the coating process technology and upgraded product quality with the new production process and spraying method for the new structure. In response to changes in the external environment, the Company, in home furnishing, has started to plan for small quantities of diverse metal processing sales and manufacturing technologies, and will continue to expand and strengthen them in 2025.

In response to the needs of customers, we focus on low-carbon steel as the core, and focus on the development trend of green emerging industries and technology applications, actively expanding future business opportunities. While continuously improving upon the existing foundation, the Company actively develops OEM manufacturing for energy storage and energy-saving products, transitioning toward high-quality products to join the energy storage industry supply chain. Additionally, other new models are under simultaneous evaluation and development, with plans for gradual mass production in 2025.

(V) Business policy and implementation status

The Company’s 2025 business policy is summarized as follows:

Organizationally, the Company strives to strengthen the operational profitability and core independent development capabilities of each business unit, as well as the optimization of the system and system of the headquarters.
Technically, we will enhance the Group's core technologies, develop advanced technology capabilities, and strengthen the application of AI tools.

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Culturally, adhering to the Company's development strategy with corporate culture as the core, we will implement talent development policies, strengthen placement of personnel according to their abilities, and cultivate successors.
In terms of sustainable operation, we have established the Sustainable Development Committee, strengthened and constructed various group management intelligence and systems, and optimized the Company's management efficiency. It aims to continue strengthening the Company's capacity for sustainable development and fulfilling its corporate responsibility.

Looking ahead, in 2025, we will continue to adjust our revenue structure and maintain a cautiously optimistic attitude toward annual revenue growth. In the medical and home furnishing sectors, with the gradual increase in customer markets and application industries, revenue and profits will experience stable growth in the future. The TFT-LCD industry still needs to deal with huge challenges and the pressure from product price reduction and increase in the costs of materials. Fortunately, the Vietnam Plant will gradually increase production in 2025. We maintain an optimistic outlook on development and growth potential for the year. The management team will spare no effort to increase operating revenue and profit, especially with respect to the development of new business and new technology. Notwithstanding, it still needs to cultivate, train, and continue to invest capital in R&D resources in order to create higher profits, continue strengthening the Company's sustainable development, and fulfill its corporate social responsibility.

Chairman: Shu-Yi Lee

President: Wenmao Cu

Accounting Manager: Yi-Shu Lee

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Attachment 2

Audit Committee’s Audit Report

Audit Committee’s Review Report The Board of Directors of Taiwan Cement Corporation has prepared the Company’s 2024 Business Report, Consolidated and Standalone Financial Statements, and the Deficit Compensation Table. The CPA firm PricewaterhouseCoopers was retained to audit the Company’s Financial Statements and it has issued an audit report on the Financial Statements. The Business Report, Financial Statements, and the earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Taiwan Cement Corporation. According to Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act, we hereby submit this report.

To JOCHU TECHNOLOGY CO., LTD. 2025 Annual General Shareholders’ Meeting

Audit Committee convener: Wen-Hung Liao

May 25, 2025

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Attachment 3

JOCHU TECHNOLOGY CO., LTD.

�Ethical Corporate Management Best Practice Principles��

Reason for amendment	After amendment	Before amendment
According to the corporate governance evaluation indicator 4.16, the anti-corruption (and suppliers) whistleblowing email and the Audit Committee email have been added to the Principles.	1 Whistleblowing system The Company shall establish a concrete whistleblowing system and shall duly implement it, the content of which shall at least include the following matters: providing normal channels for whistle-blowing, and keeping the identity of the whistleblower and the content of the whistleblowing in strictly confidential. If the person being reported has any objection, they may appeal through the grievance system. If any personnel of the Company violates these Principles, such personnel shall be subject to disciplinary action in accordance with the rewards and punishments regulations or relevant regulations. If there is any violation of relevant laws and regulations, the Company shall report to the judicial authorities for investigation. 7.1 An internal independent whistle-blowing mailbox or hotline shall be established and announced, or other external independent organizations be entrusted to provide a whistleblowing mailbox or hotline for use by internal and external personnel of the Company. Anti-corruption (and suppliers) whistleblowing email [email protected] Audit Committee’s email [email protected]	1 Whistleblowing system The Company shall establish a concrete whistleblowing system and shall duly implement it, the content of which shall at least include the following matters: providing normal channels for whistle-blowing, and keeping the identity of the whistleblower and the content of the whistleblowing in strictly confidential. If the person being reported has any objection, they may appeal through the grievance system. If any personnel of the Company violates these Principles, such personnel shall be subject to disciplinary action in accordance with the rewards and punishments regulations or relevant regulations. If there is any violation of relevant laws and regulations, the Company shall report to the judicial authorities for investigation. 7.1 An internal independent whistleblowing mailbox or hotline shall be established and announced, or other external independent organizations be entrusted to provide a whistleblowing mailbox or hotline for use by internal and external personnel of the Company.

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��

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of JOCHU TECHNOLOGY CO., LTD.

Opinion

We have audited the accompanying consolidated balance sheets of JOCHU TECHNOLOGY CO., LTD. and subsidiaries (the “Group”) as at December 31, 2024 and 2023, 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, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2024 and 2023, 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 appropriate to provide a basis for our opinion.

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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 2024 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2024 consolidated financial statements are stated as follows:

Key audit matter – Existence of sales to specific customers

Description

There is a significant audit risk associated with revenue recognition in accordance with the auditing standards. The Group’s sales revenue is concentrated mainly in its top ten customers. As sales revenue from top ten customers is material to the consolidated financial statements for the year ended December 31, 2024, we considered the existence of sales revenue from top ten customers as the key audit matter. How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

Inspecting whether approved additions to the merchandise master file data had been correctly entered in the merchandise master file which include basic information of customers, such as name of representative, location of company, amount of capital and scope of business for evaluating the creditworthiness of buyers.
Understanding, evaluating and validating management’s controls in respect of the Group’s sales transactions with top ten customers from customer order’s approval, goods delivery, sales recording, reconciliation of cash receipts and customer’s records to subsequent settlement of trade receivables. In addition, testing the effectiveness of internal control environment over revenue recognition.
We obtained details of sales revenue from top ten customers for the year ended December 31, 2024, sampled the related transactions against the original orders, delivery notes, invoices and other related documents and verified the amount to ensure the existence of revenue.
We obtained details of sales returns and discounts from top ten customers after the balance sheet date, and sampled the sales returns and discounts against related documents and examined the reasonableness of the reasons for returns and discounts.

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Key audit matter – Impairment assessment of goodwill

Description

Refer to Notes 4(19) for accounting policy on goodwill impairment, Notes 6(11) for details of goodwill, and Note 5(2) for uncertainty of accounting estimates and assumptions in relation to goodwill. Goodwill arising from the merger of the Group with eBio International Co., Ltd is material to the financial statements and the projected future cash flows of the expected recoverable amount under the valuation model adopted in the impairment assessment of goodwill was estimated based on

management’s subjective judgement and expectation on the future operations. Thus, we consider the assessment of goodwill impairment a key audit matter.

How our audit addressed the matter

We performed the following audit procedures relative to the above key audit matter:

Assessed whether the valuation models adopted by the Group are reasonable for the industry, environment and the valued assets of the Group;
Confirmed whether the expected future cash flows adopted in the valuation model are in agreement with the budget provided by the cash-generating units;
Compared the recoverable value and book value of each cash-generating unit in order to assess the reasonableness of the book value.

Other matter – Reference to the audit of other auditors

We did not audit the financial statements of certain subsidiaries which were audited by other auditors, as at and for the year ended December 31, 2024 and 2023. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these subsidiaries, is based solely on the reports of the other auditors. Total assets of these subsidiaries amounted to NT$10,413 thousand and NT$23,234 thousand, constituting 0.24% and 0.53% of the consolidated total assets as at December 31, 2024 and 2023, respectively, and the operating revenue was NT$3,219 thousand and NT$2,463 thousand, constituting 0.10% and 0.08% of the consolidated total operating revenue for the year then ended, respectively.

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Other matter – Parent company only financial report

We have audited and expressed an unqualified opinion on the parent company only financial statements of JOCHU TECHNOLOGY CO., LTD., with the other matter paragraph, as at and for the years ended December 31, 2024 and 2023.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the 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 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.

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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:

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

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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 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.

Liao, Fu-Ming[Lin, Yung-Chih ] For and on Behalf of PricewaterhouseCoopers, Taiwan February 25, 2025

------------------------------------------------------------------------------------------------------------------------------------------------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.

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JOCHU TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(In thousands of New Taiwan dollars)

Assets	Notes 6(1) 6(2) 6(4) and 8 6(5) 6(5) 7 6(6) 6(7) 6(2) 6(3) 6(4) and 8 6(9) and 8 6(10) and 7 6(11) 6(28) 6(16) 8	December 31, 2024 December 31, 2023 AMOUNT % AMOUNT % � �� �� �� �� � � �� � �� � �� � �� � �� � �� �� �� �� �� � �� � �� � �� � �� � �� � �� � �� � �� � �� � �� � �� � �� � �� � �� �� �� �� �� � �� � �� � �� � � � �� � �� �� �� �� �� � �� � �� � �� � �� � �� � �� � �� � �� � �� � �� �� �� �� � �� �� ��	December 31, 2023	December 31, 2023
				%
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortized cost - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties, net 1197 Finance lease receivable, net 1200 Other receivables 1220 Current income tax assets 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non- current 1535 Financial assets at amortized cost - non-current 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1975 Net defined benefit asset - non- current 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets
				��

(Continued)

~8~

~20~

JOCHU TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(In thousands of New Taiwan dollars)

Liabilities and Equity	December 31, 2024 December 31, 2023 Notes AMOUNT % AMOUNT % 6(12) � �� �� �� � 6(2) �� � � � 6(21) �� � �� � 6(13) �� �� �� �� 7 � � �� � 6(14) �� � �� � 7 �� � �� � �� � �� � 7 �� � �� � 6(15) �� � �� � �� � �� � �� �� �� �� 6(15) �� � �� � 6(28) �� � �� � 7 �� � �� � �� � �� � �� � �� �� �� �� �� �� 6(17) �� �� �� �� 6(18) �� �� �� �� 6(19) �� � �� � �� � �� � � �� � �� � 6(20) � �� �� �� �� 6(17) � �� � � � �� �� �� �� 4(3) �� � �� � �� �� �� �� 9 11 � �� �� �� ��
Current liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2170 Accounts payable 2180 Accounts payable to related parties 2200 Other payables 2220 Other payables to related parties 2230 Current income tax liabilities 2280 Lease liabilities - current 2320 Long-term borrowings - current 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Equity attributable to owners of the parent Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 (Accumulated deficit) unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury shares 31XX Equity attributable to owners of the parent 36XX Non-controlling interests 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity

Liabilities and Equity

December 31, 2024

December 31, 2023
Notes
AMOUNT
%
AMOUNT
%

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Current liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss - current
2130
Contract liabilities - current
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2220
Other payables to related parties
2230
Current income tax liabilities
2280
Lease liabilities - current
2320
Long-term borrowings - current
2399
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Equity attributable to owners of the
parent
Share capital
3110
Ordinary share
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
(Accumulated deficit) unappropriated
retained earnings
Other equity interest
3400
Other equity interest
3500
Treasury shares
31XX
Equity attributable to owners of
the parent
36XX
Non-controlling interests
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

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

~9~

~21~

JOCHU TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of New Taiwan dollars, except for (loss) earnings per share amount)

				Year	endedDecember31	endedDecember31
				2024		2023
	Items	Notes		AMOUNT	%	AMOUNT	%
4000	Operating revenue	6(21) and 7	�	�� �� �		��	��
5000	Operating costs	6(7)(26)	�	��	�� ��			��
5900	Gross profit		�� �� ��					��
Operating expenses 6(26)(27) and 7 6100 Selling and marketing expenses � �� �� �� �
6200	General and administrative expenses		�	��	�� ��			��
6300	Research and development expenses		�	��	�� ��			�
6450	Expected credit gain (loss)	12(2)	�� �� ��					�
6000	Total operating expenses		�	��	�� ��			��
6900	Net operating (loss) profit		�	��	�� ��			�
Non-operating income and expenses 7100 Interest income 6(22) �� � �� �
7010	Other income	6(23)	�� � ��					�
7020	Other gains and losses	6(24)	�	��	�� ��			�
7050	Finance costs	6(25) and 7	�	�� �� ��				�
7060	Share of loss of associates accounted	6(8)
	for under equity method		� �� ��					�
7000	Total non-operating income and
	expenses		�� � ��					�
7900	(Loss) profit before income tax		�	��	�� ��			�
7950	Income tax expense	6(28)	�	��	�� ��			�
8200	(Loss) profit for the year		��	��	��	��		�
	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 6(16)
	benefit plan		�	�� � �		��		�
8316	Unrealised losses from investments	6(3)
	in equity instruments measured at
	fair value through other
	comprehensive income		� � ��					�
	Components of other comprehensive
	income (loss) that will be reclassified
to profit or loss 8361 Financial statements translation
	differences of foreign operations		�� �� ��					�
8300	Other comprehensive income (loss)
	for the year		�	�� ��		��		�
8500	Total comprehensive (loss) income
	for the year		��	��	��	��		�
(Loss) profit attributable to: 8610 Owners of the parent �� �� �� �� �
8620	Non-controlling interests		�	��	�� ��			�
			��	��	��	��		�
	Comprehensive income (loss)
attributable to: 8710 Owners of the parent �� �� � � �� �
8720	Non-controlling interests		�	��	�� ��			�
			��	��	��	��		�
(Loss) earnings per share (in dollars) 6(29) 9750 Basic (loss) earnings per share �� ��							��
9850	Diluted (loss) earnings per share		��		��		��
			(Continued)

~10~

~22~

											Total equity		��	��		� ��		��		�	� ��		� ��	�	��		��			��		� ��		��		� ��		�	�		� ��	� ��	� ��	��
JOCHU TECHNOLOGY CO., LTD. AND SUBSIDIARIES	CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	(In thousands of New Taiwan dollars)	Equity attributable to owners of the parent	Retained Earnings Other Equity Interest	Unrealized	Financial losses from	statements financial assets	(Accumulated translation at fair value	deficit) differences of through other Non-	unappropriated foreign comprehensive Treasury controlling	Capital surplus Legal reserve Special reserve retained earnings operations income shares Total interests		�� � �� � �� �� �� �� �� � � �� � ��	� � � �� � � � �� ��		� � � �� �� �� � � �� ��		� � � �� �� �� � �� ��		� � � �� �� � � � � �	� � � � �� � � � � �� �		� �� � � � � � � � �� �	� � � � �� � �� � � �	� � � � � � � � ��		�� �� �� �� �� � � � �� ��			�� �� �� �� �� � � � �� ��		� � � � �� � � � � �� ��		� � � �� �� � � �� ��		� � � � �� �� � � � �� ��		� �� � �� � � � � �	� � �� �� � � � � �		� � � � �� � � � � �� �	� �� � � � � � � � �� �	� � � � � � � �� �� �	�� �� �� ��) �� ��)� � �� �� ��	The accompanying notes are an integral part of these consolidated financial statements.	~11~
										Share capital	ordinary share		� ��	�		�		�		�	�		�	�	�		� ��			� ��		�		�		�		�	�		�	�	�	� ��
											Notes	Year ended December 31, 2023	Balance at January 1, 2023	Profit (loss) for the year	Other comprehensive income (loss) for the	year	Total comprehensive income (loss) for the	year	Appropriations of 2022 earnings: 6(19)	Reversal of special reverse	Cash dividends	Distribution of cash from capital surplus 6(18) Disposal of equity instrument at fair value through other comprehensive income 6(3) ~23~			Non-controlling interests 6(30)	Balance at December 31, 2023		Year ended December 31, 2024	Balance at January 1, 2024		Loss for the year		Other comprehensive income (loss) for the	year	Total comprehensive income (loss) for the	year	Appropriations of 2023 earnings: 6(19)	Legal reserve	Special reserve	Cash dividends		Distribution of cash from capital surplus 6(18)	Purchase of treasury shares 6(17)	Balance at December 31, 2024

JOCHU TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation charges on property, plant, and equipment

Depreciation charges on right-of-use assets

Expected credit (gain) loss

Amortization charges

Interest income

Dividend income
Gain on disposal of associates accounted for under
equity method
Gain on disposal of property, plant, and equipment

Gain on lease modification

Loss on financial assets at fair value through profit or
loss
Impairment loss of property, plant, and equipment

Impairment loss on intangible assets

Interest expense

Share of loss of associates accounted for under equity
method
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable, net
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other current assets
Net defined benefit asset - non-current
Changes in operating liabilities
Contract liabilities - current
Accounts payable
Accounts payable to related parties
Other payables
Other payables to related parties
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Other dividend received
Interest paid
Income taxes paid
Refund income taxes paid
Net cash flows from operating activities

Year ended December 31
Notes
2024
2023
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(Continued)

~12~ ~24~

JOCHU TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortized cost
Proceeds from disposal of financial assets at amortized
cost
Increase in financial assets at fair value through profit or
loss
Acquisition of financial assets at fair value through other
comprehensive income
Proceeds from disposal of financial assets at fair value
through other comprehensive income
The acquisition of subsidiaries (net of cash acquired)
Acquisition of property, plant, and equipment

Proceeds from disposal of property, plant, and equipment
Acquisition of intangible assets

Increase in guarantee deposits paid
Increase in prepayments for equipment
Decrease in long-term finance lease receivable
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Repayments of long-term borrowings

Increase in guarantee deposits received

Payments of lease liabilities

Purchase of treasury shares

Distribution of cash from capital surplus

Cash dividends paid

Changes in non-controlling interests
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Year ended December 31
Notes
2024
2023
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The accompanying notes are an integral part of these consolidated financial statements.

~13~ ~25~

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of JOCHU TECHNOLOGY CO., LTD.

Opinion

We have audited the accompanying parent company only balance sheets of JOCHU TECHNOLOGY CO., LTD. (the "Company") as at December 31, 2024 and 2023, 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, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2024 and 2023, and its parent company only financial performance and its parent company only 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 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.

==> picture [104 x 47] intentionally omitted <==

~26~

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 2024 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2024 parent company only financial statements are stated as follows:

Key audit matter – Existence of sales to specific customers

Description

There is a significant audit risk associated with revenue recognition in accordance with the auditing standards. The Company’s sales revenue is concentrated mainly in its top ten customers. As sales revenue from top ten customers is material to the parent company only financial statements for the year ended December 31, 2024, we considered the existence of sales revenue from top ten customers as the key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

Inspecting whether approved additions to the merchandise master file data had been correctly entered in the merchandise master file which include basic information of customers, such as name of representative, location of company, amount of capital and scope of business for evaluating the creditworthiness of buyers.
Understanding, evaluating and validating management’s controls in respect of the Company’s sales transactions with top ten customers from customer order’s approval, goods delivery, sales recording, reconciliation of cash receipts and customer’s records to subsequent settlement of trade receivables. In addition, testing the effectiveness of internal control environment over revenue recognition.
We obtained details of sales revenue from top ten customers for the year ended December 31, 2024, sampled the related transactions against the original orders, delivery notes, invoices and other related documents and verified the amount to ensure the existence of revenue.
We obtained details of sales returns and discounts from top ten customers after the balance sheet date, and sampled the sales returns and discounts against related documents and examined the reasonableness of the reasons for returns and discounts.

==> picture [104 x 47] intentionally omitted <==

~27~

Key audit matter – Impairment assessment of premium on investments accounted for under equity method

Description

Refer to Notes 4(17) for accounting policy on impairment assessment of investments accounted for under equity method, Notes 6(6) for details of impairment assessment of investments accounted for under equity method, and Note 5(2) for uncertainty of accounting estimates and assumptions in relation to impairment assessment of investments accounted for under equity method.

As of December 31, 2024, the investments of eBio International Co., Ltd is material and there is a premium arising from goodwill. The future cash flows projections of the expected recoverable amount was calculated based on management’s estimation and expectation of the future operations, which involve management’s subjective judgement and significant estimation, and the result is significant to the financial statements. Thus, we consider impairment assessment of investments accounted for using equity method a key audit matter.

How our audit addressed the matter

We performed the following audit procedures relative to the above key audit matter:

Assessed whether the valuation models adopted by the Company are reasonable for the industry, environment and the valued assets of the Company;
Confirmed whether the expected future cash flows adopted in the valuation model are in agreement with the budget provided by the cash-generating units;
Compared the recoverable value and book value of each cash-generating unit in order to assess the reasonableness of the book value.

==> picture [104 x 47] intentionally omitted <==

~28~

Other matter – Reference to the audit of other auditors

We did not audit the financial statements of an investment accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of this associate, is based solely on the report of the other auditors. The balance of this investment accounted for under the equity method amounted to NT22,791 thousand and NT$57,525 thousand, constituting 0.68% and 1.61% of total assets as at December 31, 2024 and 2023, respectively, and the comprehensive income recognized from the associate accounted for under the equity method amounted to (NT$19,818) thousand and (NT$13,873) thousand, constituting 199.48% and (27.03%) of the total comprehensive income for the year then ended, respectively.

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the 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 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 audit committee, are responsible for overseeing the Company’s financial reporting process.

==> picture [105 x 47] intentionally omitted <==

~29~

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.

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:

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

==> picture [104 x 47] intentionally omitted <==

~30~

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.
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.

==> picture [104 x 47] intentionally omitted <==

~31~

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.

Liao, Fu-Ming

Lin, Yung-Chih

For and on Behalf of PricewaterhouseCoopers, Taiwan February 25, 2025

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.

==> picture [104 x 47] intentionally omitted <==

~32~

Assets	Notes 6(1) 6(2) 6(4) 7 7 6(5) 6(2) 6(3) 6(6) 6(7) and 8 6(8) and 7 6(9) 6(26) 6(14) 8	December 31, 2024 December 31, 2023 AMOUNT % AMOUNT % �� �� �� �� � � �� � �� � �� � �� � �� � �� � �� � �� � � � �� � �� � �� � �� � �� � �� � �� � �� � �� �� �� �� �� � �� � �� � � � �� �� �� �� �� �� �� �� �� � �� � �� � �� � �� � �� � �� � �� � �� � �� � �� �� �� �� �� �� �� ��	December 31, 2023	December 31, 2023
				%
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss – current 1170 Accounts receivable, net 1180 Accounts receivable – related parties, net 1200 Other receivables 1210 Other receivables – related parties 1220 Current income tax assets 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss – non-current 1517 Financial assets at fair value through other comprehensive income – non- current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1840 Deferred income tax assets 1975 Net defined benefit asset – non- current 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets
				��

(Continued)

~33~

Liabilities and Equity	December31,2024 December31,2023 Notes AMOUNT % AMOUNT % 6(10) � �� � �� � 6(2) �� � � � 6(19) �� � �� � 6(11) �� � �� � 7 �� � �� � 6(12) �� � �� � 7 �� � �� � 7 �� � �� � 6(13) �� � �� � �� � �� � �� �� �� �� 6(13) �� � �� � 6(26) �� � �� � 7 �� � �� � �� � �� � �� �� �� �� �� �� �� �� 6(15) �� �� �� �� 6(16) �� �� �� �� 6(17) �� � �� � �� �� �� �� � �� � �� � 6(18) � �� �� �� �� 6(15) � �� � � � �� �� �� �� 9 11 � �� �� ��
Current liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss – current 2130 Contract liabilities – current 2170 Accounts payable 2180 Accounts payable to related parties 2200 Other payables 2220 Other payables to related parties 2280 Lease liabilities – current 2320 Long-term liabilities – current 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities – non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 (Accumulated deficit) unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury shares 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity

Liabilities and Equity

December31,2024
December31,2023
Notes
AMOUNT
%
AMOUNT
%

6(10)
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6(2)
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6(19)
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6(13)
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11

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Current liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss – current
2130
Contract liabilities – current
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2220
Other payables to related parties
2280
Lease liabilities – current
2320
Long-term liabilities – current
2399
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Lease liabilities – non-current
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Ordinary share
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
(Accumulated deficit) unappropriated
retained earnings
Other equity interest
3400
Other equity interest
3500
Treasury shares
3XXX
Total equity
Significant contingent liabilities and
unrecognized contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

~34~

			YearendedDecember31	YearendedDecember31	YearendedDecember31	YearendedDecember31	YearendedDecember31
				2024		2023
	Items	Notes		AMOUNT	%	AMOUNT	%
4000	Operating revenue	6(19) and 7		�� �� �		��	��
5000	Operating costs	6(5)(24)and 7	�	��	�� ��		��
5900	Gross profit from operations		�� �� ��				��
5910	Unrealized loss from sales		�	�� �� ��			�
5920	Realized profit from sales		�� � ��				�
5950	Gross profit		�� �� ��				��
Operating expenses 6(24)(25) and 7 6100 Selling and marketing expenses � �� �� �� �
6200	General and administrative expenses		�	��	�� ��		��
6300	Research and development expenses		�	��	�� ��		�
6450	Expected credit loss	12(2)	�	�� �� ��			�
6000	Total operating expenses		�	��	�� ��		��
6900	Net operating loss		�	��	�� ��		��
Non-operating income and expenses 7100 Interest income 6(20) and 7 �� � �� �
7010	Other income	6(21) and 7	�� � ��				�
7020	Other gains and losses	6(22)	�	��	�� ��		�
7050	Finance costs	6(23)	�	��	�� ��		�
7070	Share of profit of subsidiaries and	6(6)
	associates accounted for under
	equity method		�� � ��				��
7000	Total non-operating income and
	expenses		�� � ��				��
7900	(Loss) profit before income tax		�	��	�� ��		�
7950	Income tax benefit	6(26)	�� � ��				�
8200	(Loss) profit for the year		�	��	��	��	�
	Other comprehensive income (loss) Components of other comprehensive
	income that will not be reclassified to
profit or loss 8311 Gains on remeasurements of defined 6(14)
	benefit plan			�� � �		��	�
8316	Unrealized losses on valuation of	6(3)
	equity investments at fair value
	through other comprehensive
	income		� � ��				�
	Components of other comprehensive
	income that will be reclassified to
profit or loss 8361 Financial statements translation 6(6)(18)
	differences of foreign operations		�� �� ��				�
8300	Other comprehensive income (loss)
	for the year			�� ��		��	�
8500	Total comprehensive income for the
	year		�	��	��	��	�
(Loss) earnings per share (in dollars) 6(27) 9750 Basic (loss) earnings per share � �� ��
9850	Diluted (loss) earnings per share		�		��		��

~35~

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					6(17)			6(16)	6(3)							6(17)				6(16)	6(15)
Year ended December 31, 2023	Balance at January 1, 2023	Profit for the year	Other comprehensive income	Total comprehensive income (loss) for the year	Appropriations of 2022 earnings:	Reversal of special reserve	Cash dividends	Distribution of cash from capital surplus	Disposal of equity instrument at fair value through other comprehensive income	Balance at December 31, 2023	Year ended December 31, 2024	Balance at January 1, 2024	Loss for the year	Other comprehensive income	Total comprehensive income (loss) for the year	Appropriations of 2023 earnings:	Legal reserve	Special reserve	Cash dividends	Distribution of cash from capital surplus	Purchase of treasury shares	Balance at December 31, 2024

CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before tax		(�	��)	�	��
Adjustments
Adjustments to reconcile profit (loss)
Depreciation charges on property, plant, and equipment	6(7)(24)		��		��
Depreciation charges on right-of-use assets	6(8)(24)		��		��
Depreciation charges on investment property	6(9)(24)		��		��
Expected credit loss	12(2)		��		��
Amortization charges	6(24)		��		��
Interest income	6(20)	�	��	�	��
Dividend income	6(21)	�	��	�
Gain on disposal of associates accounted for under
equity method	6(6)(22)		�	�	��
Gain on disposal of property, plant, and equipment	6(22)	�	��	�	��
Loss on financial assets at fair value through profit or
loss	6(22)		��		��
Impairment loss of property, plant, and equipment	6(6)(22)		��		�
Impairment loss of investments accounted for under
equity method	6(7)(22)		��		�
Interest expense	6(23)		��		��
Share of profit of subsidiaries and associates accounted
for under equity method	6(6)	�	��	�	��
Unrealized profit from sales			��		��
Realized profit from sales		�	��	�	��
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable, net			�		��
Accounts receivable, net			��	�	��
Accounts receivable - related parties, net			��	�	��
Other receivables		�	��		��
Other receivables - related parties		�	��		�
Inventories		�	��		��
Other current assets		�	��	�	��
Net defined benefit asset - non-current		�	��	�	��
Changes in operating liabilities Contract liabilities - current � ��					��
Accounts payable		�	��		��
Accounts payable to related parties		�	��		��
Other payables		�� ��
Other payables to related parties		�	��		�
Other current liabilities		�� ��
Other non-current liabilities		�� ��
Cash (outflow) inflow generated from operations		�	��		��
Interest received			�� ��
Other dividend received			��		�
Interest paid		(	��	�	��
Income taxes paid		�	��	�	��
Refund income taxes paid			�� ��
Net cash flows (used in) from operating activities		(	��		��

(Continued)

~37~

CASH FLOWS FROM INVESTING ACTIVITIES

Increase in financial assets at fair value through profit or
loss		�$		��	�	��
Acquisition of financial assets at fair value through other
comprehensive income		�		��	�
Proceeds from disposal of financial assets at fair
value through other comprehensive income	6(3)			-		��
Acquisition of investments accounted for under equity
method	6(6)			�	�	��
The acquisition of subsidiaries	6(6)			�	�	��
Acquisition of property, plant, and equipment	6(28)	�		��	�	��
Proceeds from disposal of property, plant, and equipment				��		��
Decrease in guarantee deposits paid				��		�
Increase in prepayments for equipment		�		��	�	��)
Dividends received	6(6)			��		��
Net cash flows from investing activities				��		��
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings				��		��
Repayments of short-term borrowings		�		��	�	��
Repayments of long-term borrowings	6(29)	�		��	�	��
Payments of lease liabilities	6(29)	�		��	�	��
Purchase of treasury shares	6(15)	�		��	�
Distribution of cash from capital surplus	6(16)	�		��	�	��
Cash dividends paid	6(17)	�		��	�	��
Net cash flows used in financing activities		�		��	�	��
Net increase (decrease) in cash and cash equivalents		(		��)		��
Cash and cash equivalents at beginning of year				��		��
Cash and cash equivalents at end of year			�	��	�	��

~38~

Attachment 5

JOCHU TECHNOLOGY CO., LTD.

2024 Deficit Compensation Table

	Unit: NTD
Item	Amount

Unappropriated earnings at the beginning of period	208,358
Add (less): Net loss after tax for 2024	(101,021,285)
Net other comprehensive income -
actuarial gains/losses on pension	1,877,685
Reversal of special reserve	89,208,013

Balance of the outstanding losses to be offset for the
current year	(9,727,229)
Losses to be
offset
Losses to be offset	9,727,229



Unappropriated earnings at the end of period	0

Chairman: Shu-Yi Lee President: Wenmao Cu Accounting Manager: Yi-Shu Lee

~39~

Attachment 6

JOCHU TECHNOLOGY CO., LTD.

Articles of Incorporation Before and After Amendmen

Article No.		Amended article	Original article	Description of amendment
Article 19-1		The Company shall allocate no less than 8% of the earnings retained by the Company in the current year, if any, as the remuneration to employees and no more than 3% thereof as the remuneration to directors. However, when the Company still has accumulated losses, the losses shall be made up. The remuneration to employees in the preceding paragraph shall be no less than 10% of the total amount of the actual contribution as remuneration to the entry-level employees. The remuneration to employees may be paid in cash or in shares, and the recipients of the stock or cash may include the employees of the Company’s associates meeting certain specific requirements which are defined by the Board of Directors. The annual earnings referred to in Paragraph 1 means the income before the income before tax less the remuneration to employees and directors in the current year. The distribution of remuneration to employees and directors shall be decided per the resolution adopted by a majorityof the directors	The Company shall allocate no less than 8% of the earnings retained by the Company in the current year, if any, as the remuneration to employees and no more than 3% thereof as the remuneration to directors. However, when the Company still has accumulated losses, the losses shall be made up. The remuneration to employees may be paid in cash or in shares, and the recipients of the stock or cash may include the employees of the Company’s associates meeting certain specific requirements which are defined by the Board of Directors. The annual earnings referred to in Paragraph 1 means the income before the income before tax less the remuneration to employees and directors in the current year. The distribution of remuneration to employees and directors shall be decided per the resolution adopted by a majority of the directors present at a meeting of the Board of Directors attended by more than two-third of the whole directors, and reported to a shareholders’ meeting.	In accordance with Paragraph 6, Article 14 of the Securities and Exchange Act, the Articles of Incorporation specify that a certain percentage of the annual earnings shall be provided as the remuneration to the employees at the entry level.

~40~

Article No.	Amended article	Original article	Description of amendment
	present at a meeting of the Board of Directors attended by more than two-third of the whole directors, and reported to a shareholders’ meeting.
Article 23	The Articles of Incorporation were enacted on May 26, 2000. 1st amendments hereto were made on December 5, 2000. 2nd amendments hereto were made on December 23, 2000. 3rd amendments hereto were made on May 3, 2002. 4th amendments hereto were made on October 31, 2003. 5th amendments hereto were made on July 17, 2004. 6th amendments hereto were made on August 26, 2004. 7th amendments hereto were made on March 12, 2005. 8th amendments hereto were made on June 26, 2005. 9th amendments hereto were made on September 28, 2005. 10th amendments hereto were made on March 17, 2006. 11th amendments hereto were made on May 25, 2006. 12th amendments hereto were made on September 26, 2006. 13th amendments hereto were made on March 12, 2007. 14th amendments hereto were made on June 11, 2010. 15th amendments hereto were made on June 3, 2011. 16th amendments hereto were made on April 6, 2012. 17th amendments hereto were made on June 28, 2012. 18th amendments hereto were made on June 20, 2013. 19th amendments hereto were	The Articles of Incorporation were enacted on May 26, 2000. 1st amendments hereto were made on December 5, 2000. 2nd amendments hereto were made on December 23, 2000. 3rd amendments hereto were made on May 3, 2002. 4th amendments hereto were made on October 31, 2003. 5th amendments hereto were made on July 17, 2004. 6th amendments hereto were made on August 26, 2004. 7th amendments hereto were made on March 12, 2005. 8th amendments hereto were made on June 26, 2005. 9th amendments hereto were made on September 28, 2005. 10th amendments hereto were made on March 17, 2006. 11th amendments hereto were made on May 25, 2006. 12th amendments hereto were made on September 26, 2006. 13th amendments hereto were made on March 12, 2007. 14th amendments hereto were made on June 11, 2010. 15th amendments hereto were made on June 3, 2011. 16th amendments hereto were made on April 6, 2012. 17th amendments hereto were made on June 28, 2012. 18th amendments hereto were made on June 20, 2013. 19th amendments hereto were	Date of revision added.

~41~

Article No.		Amended article	Original article	Description of amendment
		made on December 30, 2014. 20th amendments hereto were made on June 26, 2015. 21st amendments hereto were made on June 20, 2016. 22nd amendments hereto were made on June 11, 2019. 23rd amendments hereto were made on July 16, 2021. 24th amendments hereto were made on May 27, 2022. 25th amendments hereto were made on May 24, 2024. 26th amendments hereto were made on May 15, 20254.	made on December 30, 2014. 20th amendments hereto were made on June 26, 2015. 21st amendments hereto were made on June 20, 2016. 22nd amendments hereto were made on June 11, 2019. 23rd amendments hereto were made on July 16, 2021. 24th amendments hereto were made on May 27, 2022. 25th amendments hereto were made on May 24, 2024.

~42~

Attachment 7

JOCHU TECHNOLOGY CO., LTD.

The suspension of non-competition restrictions on the Directors.

NO.	NAME	Concurrently serving as other and holding the position of job /title(new)
1	Shu-Yi Lee	General Manager of eBio International Co., Ltd. General Manager of eBio Technology Co., Ltd.

~43~

Appendice:1

JOCHU TECHNOLOGY CO., LTD. Articles of Incorporation(before the amendments)

Chapter I. General Provisions

Article 1: The Company is organized in accordance with the provisions about companies limited by shares under the Company Act, named ��, and named JOCHU TECHNOLOGY CO., LTD. in English.
Article 2: The Company's business activities comprise the following:
(1) CC01040 Lighting Equipment Manufacturing
(2) CC01120 Data Storage Media Manufacturing and Duplicating
(3) CC01060 Wired Communication Mechanical Equipment Manufacturing
(4) CC01070 Wireless Communication Mechanical Equipment Manufacturing
(5) CC01080 Electronics Components Manufacturing
(6) CC01090 Manufacture of Batteries and Accumulators
(7) CD01030 Motor Vehicles and Parts Manufacturing
(8) CD01040 Motorcycles and Parts Manufacturing
(9) CD01050 Bicycles and Parts Manufacturing
(10) CD01060 Aircraft and Parts Manufacturing
(11) CE01010 General Instrument Manufacturing
(12) CQ01010 Mold and Die Manufacturing
(13) F106030 Wholesale of Molds
(14) F113020 Wholesale of Electrical Appliances
(15) F113030 Wholesale of Precision Instruments
(16) F113070 Wholesale of Telecommunication Apparatus
(17) F113110 Wholesale of Batteries
(18) F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories
(19) F401010 International Trade
(20) CF01011 Medical Devices Manufacturing
(21) F108031 Wholesale of Drugs, Medical Goods
(22) F208031 Retail sale of Medical Equipments
(23) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval
Article 3: The Company’s investment may be exempted from the restriction under the Company Act on 40% of the Company’s paid-in capital. Any investment projects shall be subject to resolution by the Board of Directors.
Article 4: The Company’s headquarters is located in Hsinchu County. The Company may set up branches or branch offices at home or abroad subject to resolutions by the Board of Directors, if necessary.

~44~

Article 5: The Company shall make announcements, if any, in the manner referred to in the Company Act and related laws.

Chapter II. Shares

Article 6: The Company’s authorized capital amounts to NT$2 billion, divided into 200 million shares at the par value of NT$10 per share, out of which the unissued shares may be issued by the Board of Directors in installments, if necessary. 200 million shares out of the shares referred to in the preceding paragraph are retained to respond to employees’ exercise of the employee stock warrants, which the Board of Directors is authorized to issue in installments.
The transferees of the shares bought back by the Company, recipients of the Company’s employee stock warrants, employees subscribing for the new shares issued by the Company and recipients of the restricted stock awards (RSAs) issued by the Company include the employees of the Company’s associates meeting certain requirements which are defined by the Board of Directors.
The Company’s transfer of treasury shares to employees at the price less than the average price of the shares bought back by it or issuance of employee stock warrants at the subscription price lower than the closing price of the Company’s ordinary shares prevailing on the date of issuance, if any, shall be subject to approval by more than two-third of the shareholders present at a shareholders’ meeting attended by the shareholders representing more than a majority of the total outstanding shares.
Article 7: The stock certificates of the Company shall be nominal and issued after being signed or sealed by the directors representing the Company and authenticated by the bank competent to certify the issuance of stocks pursuant to laws. The Company may issue shares exempted from the requirements about printing of stock certificates, and shall register the shares with a centralized securities depository institution.
Article 8: The registration of changes in the roster of shareholders, if any, shall be suspended within 60 days before an annual general meeting, within 30 days before a special shareholders’ meeting, or within 5 days before the record date decided by the Company for distribution of dividends and bonuses or other benefits.

Chapter III. Shareholders’ Meeting

Article 9: The shareholders’ meeting is classified into two types, the annual general meeting and the special shareholders’ meeting. The annual general meeting shall be convened for once per year and within six months after the end of each fiscal year. The special shareholders’ meeting shall be convened according to laws whenever necessary. A shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. Where the competent securities authority has defined the requirements to be satisfied, operating procedure and other compliance matters for a shareholders’ meeting held by means of visual communication network separately, the same shall apply.

~45~

Article 10: Any shareholder who is unable to attend a shareholders’ meeting in person may appoint another shareholder to attend the meeting to exercise the voting right on behalf of him/her/it by personally presenting a power of attorney, executed or sealed by him/her/it, indicating the scope of power. The rules governing shareholders’ attendance by proxy shall follow the Company Act, and also the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority.
Article 11: Unless otherwise provided by laws, the Company's shareholders are entitled to one vote per share.
Article 12: Resolutions at a shareholders’ meeting shall, unless otherwise provided for in the Company Act, Securities and Exchange Act, or other laws, be adopted by a majority of voting rights of the shareholders present in person or by proxy, who represent more than a majority of the total outstanding shares. When the Company convenes a shareholders’ meeting, shareholders are allowed to exercise his/her/its voting rights by way of electronic transmission alternatively. A shareholder exercising voting rights by electronic means will be deemed to have attended the meeting in person, whose exercise of voting rights shall be governed by the relevant laws and regulations. Resolutions adopted by a shareholders’ meeting shall be recorded in the meeting minutes which shall be executed or sealed by the chairperson. Then, the meeting minutes shall be distributed to all shareholders within 20 days after the conclusion of the meeting. Said minutes may be distributed by means of a public notice. The meeting minutes shall accurately record the date and place of the meeting, the chairperson’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results. The minutes shall be retained together with the present shareholders’ attendance book and powers of attorney of the proxies at the Company.

Chapter IV. Directors and Audit Committee

Article 13: The Company shall have 9~11 directors, including no less than 3 independent directors who shall be no less than one-fifth of the whole directors. The Board of Directors shall agree on the number of the directors to be elected within said quota. The directors shall serve the term of office for 3 years, and may be eligible for re-election.
The Company’s directors shall be elected subject to the nomination system under Article 192-1 of the Company Act and from the name list of director candidates at a shareholders’ meeting. The election of independent directors and the other directors shall be consolidated, provided that the quota of the elected shall be counted separately.
The Company’s Board of Directors may establish various functional committees. Each functional committee shall set forth the relevant regulations governing exercise of job duties, which shall be enforced upon approval of the Board of Directors.
Article 14: The Board of Directors shall consist of the Company’s directors. The Chairman shall be elected among and from the directors by a majority of the directors attending a meeting

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of the Board of Directors at which at least two-third of directors are present. The Chairman shall represent the Company externally and take charge of all of the Company’s important affairs. Where the Chairman is on leave or unable to perform his/her duties for whatever reason, an acting Chairman shall be designated in accordance with the Company Act.

In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.

The Board of Directors’ resolutions shall be adopted upon approval of a majority of the directors present at a meeting attended by a majority of the whole directors, unless otherwise provided in the Company Act, Securities and Exchange Act or other laws. If a director cannot attend the meeting for some reason, he or she may appoint another director to attend the meeting on behalf of him/her, by issuing a power of attorney specifying the scope of authority with reference to the subjects to be discussed at the meeting.

However, each director may accept the appointment to act as the proxy of another director only.

The notice for a meeting of the Board of Directors shall set forth the causes thereof and be sent to each director within 7 days prior to the meeting, provided that the meeting may be convened at any time, in emergencies. The convening of the meeting may be notified to each director, in writing or via email or fax.

Article 15: The Board of Directors shall perform the following functions:

(1) Approval of annual budget and review on annual accounts, including the review, supervision and execution of the annual business plans.
(2) Appointment and discharge of the Company’s President and independent auditors.
(3) Proposal for disposal of the Company’s whole or substantive business or property through creation of diem, sale, lease, pledge or mortgage, or in any other manner, except the security provided to a financial institution due to credit extension.
(4) Approval of the Company’s investment in other businesses, or succession to the shares of the other businesses.
(5) Approval of the Company’s application with a financial institution or any third party for financing, guarantee, acceptance, credit extension or loan, which is more than 10% (inclusive) of the paid-in capital, provided that the same less than 10% of the paid-in capital shall be reported to the latest meeting of the Board of Directors afterwards.
(6) Approval of the capital expenditure more than 10% (inclusive) of the paid-in capital.
(7) Approval of the endorsement, guarantee and acceptance made for a single recipient in the name of the Company.
(8) Approval of loans to others.

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(9) Approval of important transactions between the Company and related parties (including affiliates).
(10) Approval of acquisition, assignment, granting or lease of know-how and patent rights, trademark rights and copyright, and key technology cooperation contracts.
(11) Any other powers granted by laws or resolution of a shareholders’ meeting.
Article 16: The Board of Directors is authorized to decide the remuneration to directors subject to the level of the directors’ engagement in the Company’s operation and value of contribution to the Company’s operation, and in reference to the rate generally adopted by the peers in the same industry.
The Company may take out the liability insurance sufficient to cover the liability of damages to be borne by the whole directors with respect to the scope of their job duties during the term of office, in order to mitigate and disperse the risk over the significant damages to be borne by the Company and its shareholders. The Board of Directors is authorized to determine the insured value in reference to the level adopted in the same trade at home and abroad.
Article 17: The Company establishes the Audit Committee in accordance with the Securities and Exchange Act. The Committee consists of the whole independent directors. The composition, powers, parliamentary rules and other compliance matters of the Company’s Audit Committee shall be governed by the relevant requirements posed by the competent securities authority.

Chapter V. Managers

Article 18. The Company shall appoint one CEO, one President, and several vice presidents. The appointment and dismissal thereof and remuneration to them shall be governed by the Company Act.

Chapter VI. Accounting

Article 19: At the end of each fiscal year, the Company shall have the Board of Directors prepare the following documents, and submit them to an annual general meeting for acknowledgement, unless otherwise provided in the Securities and Exchange Act or other laws:
(1) Business report.
(2) Financial statements.
(3) Earnings distribution plan or loss compensation plan.
Article 19-1: The Company shall allocate no less than 8% of the earnings retained by the Company in the current year, if any, as the remuneration to employees and no more than 3% thereof as the remuneration to directors. However, when the Company still has accumulated losses, the losses shall be made up.

The remuneration to employees may be paid in cash or in shares, and the recipients of

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the stock or cash may include the employees of the Company’s associates meeting certain specific requirements which are defined by the Board of Directors.

The annual earnings referred to in Paragraph 1 means the income before the income before tax less the remuneration to employees and directors in the current year.

The distribution of remuneration to employees and directors shall be decided per the resolution adopted by a majority of the directors present at a meeting of the Board of Directors attended by more than two-third of the whole directors, and reported to a shareholders’ meeting.

Article 20: When allocating the earnings retained upon the final accounting of each fiscal year, if any, the Company shall first pay the taxes payable, offset its losses accumulated in the past, and set aside the legal reserve at 10% of the remaining earnings, unless the legal reserve has reached the amount of the Company's paid-in capital. Then, the Company shall contribute or reverse special reserve pursuant to laws. The balance, if any, plus the undistributed earnings for the previous years, shall be allocated according to the earnings distribution plan prepared by the Board of Directors as resolved by a shareholders’ meeting, after adequate amount is set aside from the same to satisfy business needs, if any.
According to Article 240 of the Company Act, the Company authorizes the Board of Directors to distribute the bonus and dividends to be distributed, or the legal reserve and capital reserve defined under Article 241 of the Company Act, in cash, in whole or in part, and report the distribution to a shareholders’ meeting.

The life cycle of the industry which the Company is engaged in is still growing. The distribution of earnings shall take into account the budget for the Company’s future capital expenditure and funding needs, and then be determined per the plan prepared by the Board of Directors and subject resolution by a shareholders’ meeting.

Notwithstanding, the payout ratio of dividends shall be no less than 1% of the distributable earnings for the current year. The bonus and dividends to shareholders may be paid in cash or in shares. Among the other things, the dividends distributed in shares shall be no more than 60%.

Article 21: Any proposal for withdrawal of the listing of the Company’s shares on TWSE shall be subject to a special resolution by the shareholders’ meeting. This provision shall remain unchanged during the listing.

Chapter VII. Supplementary Provisions

Article 22: Any matters not covered herein shall be governed by the Company Act and other laws. Article 23: The Articles of Incorporation were enacted on May 26, 2000.

1st amendments hereto were made on December 5, 2000.
2nd amendments hereto were made on December 23, 2000.

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3rd amendments hereto were made on May 3, 2002. 4th amendments hereto were made on October 31, 2003. 5th amendments hereto were made on July 17, 2004. 6th amendments hereto were made on August 26, 2004. 7th amendments hereto were made on March 12, 2005. 8th amendments hereto were made on June 26, 2005. 9th amendments hereto were made on September 28, 2005. 10th amendments hereto were made on March 17, 2006. 11th amendments hereto were made on May 25, 2006. 12th amendments hereto were made on September 26, 2006. 13th amendments hereto were made on March 12, 2007. 14th amendments hereto were made on June 11, 2010. 15th amendments hereto were made on June 3, 2011. 16th amendments hereto were made on April 6, 2012. 17th amendments hereto were made on June 28, 2012. 18th amendments hereto were made on June 20, 2013. 19th amendments hereto were made on December 30, 2014. 20th amendments hereto were made on June 26, 2015. 21st amendments hereto were made on June 20, 2016. 22nd amendments hereto were made on June 11, 2019. 23rd amendments hereto were made on July 16, 2021. 24th amendments hereto were made on May 27, 2022. 25th amendments hereto were made on May 24, 2024.

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Appendice:2

JOCHU TECHNOLOGY CO., LTD. Rules of Procedure for Shareholders Meetings

1. Purpose:

To ensure the compliance of a shareholders’ meeting with parliamentary procedure and protect shareholders’ interest and right.

Scope

The rules of procedures for shareholders’ meetings of the Company, except as otherwise provided by laws, regulations, or the Articles of Incorporation, shall be as provided in these Rules.

3. Responsibilities:

3.1 Executed by: Shareholders Service Unit
3.2 Modified by: Shareholders Service Unit
Operating Procedure
4.1. Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
- Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

Shareholders, solicitors and entrusts a proxy (collectively "shareholders") shall present the sign-in card in lieu of signing in and as the basis for computation of equity. Those as identified in the sign-in card shall be deemed having attended the meeting in person or as agent once the sign-in card is delivered to the company, while the company shall not be liable for identifying them.

In the event of a virtual shareholders' meeting, shareholders who have completed the registration are considered to be present in person at the shareholders' meeting.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity. Staff handling the administrative affairs of a shareholders’ meeting shall wear identification cards or armbands.

4.2. In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
The Chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform. But if the attending shareholders than one third of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act, all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual

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shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

Attendance and voting at shareholders' meetings shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically. Any proposal for counting of attendees initiated by a shareholder will not be accepted by the chairperson.

4.3. The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for the meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.
4.4. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be presided over by the Chairman of Board. In case the Chairman is on leave or can not exercise his power and authority for any cause, the Vice Chairman shall act on his behalf. In case no Vice Chairman is appointed, or the Vice Chairman is also on leave unable to exercise his power and authority for any cause, the Chairman shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairperson.
Where a shareholders’ meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall preside over the meeting. When there are two or more such convening parties, they shall mutually select a chairperson from among themselves.
4.5. The minutes of a shareholders’ meeting shall be kept by the Company on record by voice recording or videotaping, and retained for at least one year.If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end, The information and audio and video recording in the preceding paragraph shall be properly kept by during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
4.6. If the shareholders' meeting is convened by the Board of Directors, its agenda shall be set by the Board of Directors. The meeting shall be conducted according to the scheduled agenda, and shall not be changed without the resolution of a shareholders' meeting.
If the shareholders' meeting is convened by a party with power to convene other than the Board of Directors, the provisions of the preceding paragraph shall apply. The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders meeting.
After the meeting is adjourned, shareholders cannot nominate another chairperson or

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seek another venue for the continuation of the meeting.

4.7. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance pass number), and account name. The order in which shareholders speak will be set by the chairperson. A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the contents of the speech do not correspond to the subject given on the speaker's slip, the spoken contents shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder that has the floor. The chairperson shall stop any violation.
4.8. Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. Notwithstanding, if the shareholder's speech violates the requirements or exceeds the scope of the agenda item, the chairperson may terminate the speech.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting.
Juristic persons that have been designated as proxy attendants can only appoint one representative to attend the shareholders’ meeting.
When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in article 4.7 and paragraphs 1 ~4 do not apply.
4.9. After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.
Where the chairperson thinks the proposals brought up by shareholders are ready to vote, the chairperson may proclaim the closure of discussion and proceed to vote.
4.10. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
4.11. The chairperson will appoint the ballot examiner and ballot counter, provided that the ballot examiner must be a shareholder. The outcome of the vote must be documented and announced on site.
4.12. When a meeting is in progress, the chairperson may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
4.13. Except as otherwise provided in the Company Act and in the Company’s Articles of

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Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.

When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

When a shareholder entrusts a proxy to attend a shareholders' meeting, and one person is entrusted by two or more shareholders at the same time, the voting rights of the proxy shall not exceed 3% of the total voting rights of the issued shares. Any voting rights in excess shall not be counted.

When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately,and shall be disclosed on the virtual meeting platform.

4.14. The chairperson may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.”
4.15. Shareholders shall follow the command by the chairperson, proctors or security personnel on maintenance of the order. When a shareholder obstructs the parliamentary procedure and defies the chairperson's correction, the chairperson or proctors or security personnel may remove such shareholder from the meeting venue.
4.16. In the event of a virtual shareholders meeting, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the first paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the first paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in first paragraph, if the total number of shares

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represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the first paragraph is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

4.17. Any matters not covered herein shall be governed by the Company Act, Securities and Exchange Act and other related laws & regulations, and the Company’s Articles of Incorporation.
Supplementary Provisions

The Rules shall be enforced upon authorization of the Board of Directors and approval of a

shareholders’ meeting. The same shall apply where the Rules are amended.

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Appendice:3

JOCHU TECHNOLOGY CO., LTD.

Ethical Corporate Management Best Practice Principles (before

amendment)

1 Purpose: The Company has established the Principles to establish a corporate culture of ethical management, sound development, and good business operation.
2 Scope of application
The Group's parent company, subsidiaries, and other institutions or legal persons with substantive control power (hereinafter referred to as "the Group's enterprises and organizations")
3 Definitions
The benefits referred to in the Principles shall mean anything of value, including money, gifts, commissions, positions, services, preferential treatment, kickbacks, etc. in any form or name. However, this does not apply to normal social customs, incidental incidents, and those that do not affect specific rights and obligations.
4 Responsibilities:
4.1. Executing unit: Directors, supervisors, managers, employees, appointees, or those with substantive control of each of the Group's enterprises and organizations.
4.2 Amended by: Shareholders Service Unit.
5 Operation contents
5.1 Prohibition of unethical conduct
- Directors, managers, employees, appointees, or persons with substantive control (hereinafter referred to as persons with substantive control) of the Company shall not directly or indirectly offer, promise, request, or accept any improper benefits in the course of engaging in business activities, or commit any other misconduct, such as breach of ethics, unlawful acts, or breach of fiduciary duty, in order to obtain or maintain benefits (hereinafter referred to as “unethical conduct”).
- The counterparties of the aforementioned acts include civil servants, political candidates, political parties or members of political parties, state-run or private-owned enterprises or institutions, and their directors, supervisors, managers, employees, substantive controllers, or other stakeholders.

5.2 Legal compliance

The Company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donation Act, Anti-Corruption Act, Government Procurement Act, Act Governing Recusal of Public Servants Due to Conflicts of Interest, applicable rules and regulations governing TWSE/TPEx-listed companies, and other applicable laws and regulations governing business activities, as the prerequisite for the implementation of ethical corporate management.

5.3 Company policy, commitments, and implementation

The Company shall uphold the business philosophy of honesty, transparency, and

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responsibility, establish policies based on integrity, and establish a good corporate governance and risk control mechanism to create an operating environment for sustainable development.

The Company and its Group's enterprises and organizations shall clearly state the policy of ethical management in regulations and external documents, as well as the commitment of the board of directors and management to actively implement the policy of ethical management, and confirm the implementation in internal management and business activities.

The Company’s directors, managers, employees, appointees, or substantive controllers shall comply with applicable laws and regulations and prevention programs in the conduct of business.

5.4 Directors' and managers' avoidance of conflicts of interest

The Company shall establish a policy to prevent conflicts of interest, for identifying, supervising, and managing the risk of unethical conduct that may be caused by such conflicts of interest, and shall provide appropriate channels for directors, managers, and other stakeholders attending or present at board meetings to take the initiative to explain whether there is any potential conflict of interest between them and the Company.

Directors, managers, and other stakeholders attending or present at a board meeting, who have a vested interest in any agenda item due to themselves or a legal entity they represent, shall disclose the material content of their vested interest at that meeting. If there is a risk of harm to the Company's interests, they may present opinions and answer questions but shall not participate in discussions or voting, must recuse themselves from discussions and voting, and shall not represent other directors in exercising their voting rights Directors should also exercise self-discipline and refrain from inappropriate mutual support. Directors, managers, employees, appointees, or persons with substantive control of the Company shall not make use of their positions or influence in the Company to enable themselves, their spouses, parents, children, or any other person to receive improper benefits.

5.5 Ethical corporate management in business activities

The Company shall conduct business activities in a fair and transparent manner based on the principle of ethical management.

Before engaging in business transactions, the Company shall take into account the legality of agents, suppliers, customers, or other trading counterparts, and whether they are involved in unethical conduct, and shall avoid engaging in transactions with those so involved.

When entering into contracts with agents, suppliers, customers, or other trading counterparts, the Company shall include in such contracts terms requiring compliance with ethical corporate management policies and that if the trading counterparties are involved in unethical conduct, the Company may at any time terminate or rescind the contracts.

5.6 Prevention measures

The Company's ethical corporate management policy should clearly and thoroughly outline the specific ethical corporate management policy and prevention of unethical conduct (hereinafter referred to as “prevention programs”), including operating procedures, behavioral guidelines, and training. The prevention programs should be formulated in compliance with the laws and regulations applicable to the Company and its Group’s enterprises and organizations. In the process of establishing prevention programs, the Company is advised to communicate with employees, important business counterparties, or other stakeholders. When the Company establishes a prevention

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program, it shall analyze business activities within its business scope that are at a higher risk of dishonesty and strengthen related prevention measures.

The Company shall establish a prevention program that covers at least the prevention measures against the following acts:

5.6.1. Prohibition of offering and accepting bribes The Company’s directors, managers, employees, appointees, or substantive controllers shall not directly or indirectly offer, promise, request, or accept bribes from customers, agents, contractors, suppliers, public servants, or other stakeholders while performing duties.
5.6.2. Prohibition of illegal political contributions The Company's directors, managers, employees, appointees, or substantive controllers shall comply with the Political Donation Act and related internal procedures of the Company when making direct or indirect contributions to political parties, organizations, or individuals participating in political activities, and shall not use such contributions to seek business interests or trading advantages.
5.6.3. Prohibition of improper charitable contributions or sponsorship The Company's directors, managers, employees, appointees, or substantive controllers shall comply with applicable laws and regulations and internal operating procedures when making charitable donations or sponsorship, and shall not make donations in disguise of bribery.
5.6.4. Offering or acceptance of unreasonable gifts, hospitality, or other improper benefits
- The Company's directors, managers, employees, or persons with substantive control shall not directly or indirectly offer or accept any unreasonable gifts, hospitality, or other improper benefits to establish business relationships or influence business transactions.
5.6.5 Prohibition of infringement of intellectual property rights The Company's directors, managers, employees, appointees, or substantive controllers shall comply with relevant laws and regulations, the Company's internal operating procedures, and contract provisions related to intellectual property rights, and shall not use, disclose, dispose of, or damage intellectual property or engage in any other acts that violate intellectual property rights without the consent of the intellectual property rights holder.
5.6.6 Prohibition of unfair competition The Company shall duly observe applicable laws governing competition in the engagement in business activities, and shall not fix the price, manipulate bidding, limit production quantity and quota, or allocate customers, suppliers, business regions, or business types to share or divide the market.
5.6.7 Prevention of products or services from damage to stakeholders The Company’s directors, managers, employees, appointees, or substantive controllers shall comply with relevant laws and regulations and international standards in the research and development, procurement, manufacturing, provision or sales of products and services, ensure the transparency and security of information on products and services, formulate and disclose their policies for protecting the rights and interests of consumers or other stakeholders, and implement them in operational activities to prevent products or services from directly or indirectly damaging the rights, health, and safety of consumers or other stakeholders. In case of any fact that the Company's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the Company shall recall such products or suspend the services immediately.
6 Organization and responsibilities

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6.1 The Company’s directors, managers, employees, appointees, or substantive controllers shall fulfill the duty of care of good managers, urge the Company to prevent unethical conduct, and review the implementation results and continuous improvement at any time to ensure the implementation of the ethical management policy.
The Company shall establish a unit under the Board of Directors to be responsible for the formulation and supervision of the implementation of ethical corporate management policies and prevention programs, and shall be in charge of the following matters and report to the Board of Directors on a regular basis.
6.1.1 Assist in incorporating ethics and moral values into the Company's business strategy, and establish relevant anti-corruption measures to ensure ethical management in accordance with the legal system.
6.1.2 Establish programs to prevent unethical conduct and set forth standard operating procedures and behavioral guidelines for the tasks contained in each program.
6.1.3 Plan internal organization, staffing, and responsibilities, and implement mutual supervision and check and balance mechanisms for business activities within the scope of operations that are at a higher risk of unethical conduct."
6.1.4 Implement and coordinate ethical policy advocacy and training.
6.1.5 Plan a whistleblowing system to ensure the effectiveness of implementation.
6.1.6 Assist the Board of Directors and management in auditing and assessing whether the prevention measures established for the implementation of ethical management are effectively functioning, and prepare reports on the regular evaluation of compliance with relevant business processes.
6.2. Accounting and internal control
The Company shall establish an effective accounting system and internal control system for business activities with a higher risk of unethical conduct, and shall not have external accounts or keep confidential accounts, and shall review such systems from time to time to ensure the effectiveness of the design and execution of the systems.
The Company's internal audit unit shall regularly review the compliance of the systems in the preceding paragraph, and prepare an audit report and submit it to the Board of Directors. The Company may also engage a certified public accountant to perform the audit, and may engage professionals to assist if necessary.
6.3 Education, training, and evaluation
The chairperson, president, or senior management of the Company shall convey the message of the importance of integrity to the directors, employees, and appointees on a regular basis.

The Company is advised to organize training and education and awareness-raising events for directors, managers, employees, appointees, and substantive controllers at appropriate times and invite counterparties of business transactions with the Company to participate, to ensure they fully understand the Company's commitment to ethical management, its policies, prevention measures, and the consequences of unethical conduct.

The Company shall integrate its ethical management policy with employee performance evaluations and human resources policies, establishing a clear and effective reward and punishment system.

7 Whistleblowing system
The Company shall establish a concrete whistleblowing system and shall duly implement it, the content of which shall at least include the following matters: providing normal channels for whistle-blowing, and keeping the identity of the whistleblower and the content of the whistleblowing in strictly confidential. If the person being reported has any objection, they may appeal through the grievance system.

If any personnel of the Company violates these Principles, such personnel shall be subject to disciplinary action in accordance with the rewards and punishments regulations or relevant

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regulations. If there is any violation of relevant laws and regulations, the Company shall report to the judicial authorities for investigation.

7.1 An internal independent whistleblowing mailbox or hotline shall be established and announced, or other external independent organizations be entrusted to provide a whistleblowing mailbox or hotline for use by internal and external personnel of the Company.
7.2 Staff or a unit for handling whistleblowing matters shall be designated. If the whistleblowing involves a director or senior executive, it shall be reported to an independent director, and the category of whistle-blowing matters and the standard operating procedures for investigation shall be established
7.3 Records and storage of case acceptance, investigation processes, investigation results, and related documents.
7.4 The identity of whistleblowers and the confidentiality of report contents.
7.5 Measures to protect whistleblowers from being improperly treated due to their whistleblowing.
7.6 Measures for the reward of whistleblowers.

If the Company’s dedicated personnel or unit handling whistleblowing discovers any material violation or the Company has a risk of material damage, the dedicated personnel or unit shall immediately prepare a report and notify the independent directors in writing.

8 Disciplinary and grievance system
The Company shall clearly and publicly state the disciplinary and grievance system for violations of the ethical corporate management rules, and may disclose the title, name, date of violation, and content of the violation of the violator, and the handling status on the Company's internal website.
9 Information disclosure

The Company shall establish quantitative data for promoting ethical management, continuously analyze and evaluate the effectiveness of its integrity policy implementation, disclose its ethical management measures, implementation status, and the aforementioned quantitative data and implementation results on the Company's website, annual reports, and prospectuses, and disclose the content of the Ethical Corporate Management Best Practice Principles on the MOPS.

10 Review and revision of the ethical corporate management policy and measures The Company's directors, managers, employees, or persons with substantive control shall always pay attention to the development of domestic and foreign regulations related to ethical corporate management, and encourage directors, managers and employees to propose suggestions to review and improve the Company's establishment of ethical corporate management policies and promotion measures, in order to enhance the implementation effectiveness of the Company's ethical corporate management.
11 The Principles and any amendment thereto shall be reviewed and approved by the Audit Committee, and then sent to the Board of Directors for approval before implementation, and shall be submitted to the shareholders’ meeting.

If the Company has appointed independent directors, when the Board of Directors discusses the Ethical Corporate Management Best Practice Principles pursuant to the preceding paragraph, the opinions of each independent director shall be considered sufficiently and have their supporting or opposing opinions and reasons documented in the board meeting minutes. If an independent director cannot attend a board meeting in person to express their opposing or reserved opinions, unless there is a legitimate reason, a written opinion shall be issued in advance and shall be stated in the board's meeting minutes.

~60~

Appendice:4

Shares held by directors

The actual paid-in capital of this company is NTD 892,631,500, and the total issued shares are 89,263,150 shares.
According to Article 26 of the Securities and Exchange Act, all directors should hold a minimum of 7,141,052 shares.
The individual and total shareholdings of the directors recorded on the shareholders' registry on the record date of the annual shareholders' meeting are shown in the table below, and have met the percentage standard specified in Article 26 of the Securities and Exchange Act.

POSITION	NAME	CURRENT HOLDINGS	REMARKS
Chairman	Shu-Yi Lee	3,421,361
Director	Rich Rise Investment Co.,Ltd.	9,124,000	Representative You-Ci Lu
Director	Chao-Tsung Juan	0
Director	Shu-Chung Lee	1,457,574
Director	Yi-Shu Lee	353,625
Independent Director	Wen-Hung Liao	0
Independent Director	Yu-Liang Chen	100,000
Independent Director	Ting-Chun Chou	0
Independent Director	Chang Chung Chiu	0
All directors (excluding independent directors) in total.		14,356,560

~61~

AI assistant

JOCHU — AGM Information 2025

52341_rns_2025-05-27_fd78c94f-7b9f-4eba-be49-3a3ebfa32cf9.pdf

2025 Annual General Meeting

Meeting Handbook

Table of Contents

I. Meeting Procedure

II. Meeting Agenda

2025 Annual General Meeting of JOCHU TECHNOLOGY CO., LTD.

1. Call the meeting to order

2. Chairperson’s opening remarks

3. Reports:

4. Ratification Matters:

5. Discussion Matters:

6. Extempore Motion

7. Adjournment

III.Reports

IV.Ratification Matters

V.Discussion Matters

VI. Extempore Motion VII. Adjournment

Attachment 1

JOCHU TECHNOLOGY CO., LTD.

2024 Business report

(I) Business plan implementation results:

(III) Financial revenue and expenses and profitability analysis:

(IV) R&D:

1. Description of the optoelectronic industry

(V) Business policy and implementation status

Attachment 2

Audit Committee’s Audit Report

Attachment 3

JOCHU TECHNOLOGY CO., LTD.

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for opinion

Key audit matters

Key audit matter – Existence of sales to specific customers

Description

Key audit matter – Impairment assessment of goodwill

Description

Other matter – Reference to the audit of other auditors

Other matter – Parent company only financial report

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

Auditors’ responsibilities for the audit of the consolidated financial statements

JOCHU TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

JOCHU TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

JOCHU TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

JOCHU TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

JOCHU TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Key audit matter – Existence of sales to specific customers

Description

How our audit addressed the matter

Key audit matter – Impairment assessment of premium on investments accounted for under equity method

Description

How our audit addressed the matter

Other matter – Reference to the audit of other auditors

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

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

Lin, Yung-Chih

CASH FLOWS FROM INVESTING ACTIVITIES

Attachment 5

JOCHU TECHNOLOGY CO., LTD.

2024 Deficit Compensation Table

Attachment 6

JOCHU TECHNOLOGY CO., LTD.

Articles of Incorporation Before and After Amendmen

Attachment 7

JOCHU TECHNOLOGY CO., LTD.

Appendice:1

JOCHU TECHNOLOGY CO., LTD. Articles of Incorporation(before the amendments)

Chapter I. General Provisions

Chapter II. Shares

Chapter III. Shareholders’ Meeting

Chapter IV. Directors and Audit Committee

Chapter V. Managers

Chapter VI. Accounting

JOCHU AGM Information 2025