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KINSUS AGM Information 2025

Jun 6, 2025

52304_rns_2025-06-06_ad625e2f-4886-4091-b14f-c23082ef6acc.pdf

AGM Information

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Stock Code: 3189

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

KINSUS INTERCONNECT TECHNOLOGY CORP.

Handbook for the 2025 Annual Meeting of Shareholders

Meeting Date: May 28[th] , 2025

Place: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City (i.e. Kinsus Shih-Lei plant)

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Table of Contents

Page 1 I. Meeting Procedure……………………………………………………………... 2 II. Meeting Agenda……………………………………………………………….. 3 1. Items to be reported………………..…………………………………………... 3 2. Items to be approved………………..………………………………………….. 4 3. Items to be discussed………………………...…………...…......…………….... 4 4. Other Questions and Motions.……………………………………...………….... III. Attachment 5 1. The 2024 Business Report……………………………………..…….................. 9 2. Audit Committee’s Review Report……………………………………................. 10 3. The 2024 financial statements accompanied with an audit report……….................... 33 4. The distribution schedule of 2024 earnings…………............................................. 34 5. Comparison for amendment to Articles of Incorporation .......................................... IV. Reference 36 1. Rules of Procedure for Shareholder Meetings…………………………..…...... 39 2. Articles of Incorporation..……………………………………………..……….. 45 3. Current Shareholding by Directors.…………………………………………….... 46 4. Other Information…………………………………..………………....…….....

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp.

Procedure for the 2025 Annual Meeting of Shareholders

  • I. Chairperson Declares the Starting of the Meeting

  • II. Chairperson’s Opening Statements

III. Items To Be Reported

  • IV. Items To Be Approved

  • V. Items To Be Discussed

VI. Other Questions and Motions

VII. Adjournment

1

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp.

Agenda for the 2025 of Annual Meeting of Shareholders

Convening method: entity shareholders meeting

Time: 9:00 a.m., May 28[th] (Thursday), 2025

Place: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City

(Kinsus Shih-Lei plant)

  • I. Chairperson Declares the Starting of the Meeting

  • II. Chairperson’s Opening Statements

  • III. Items To Be Reported

  • The 2024 Business Report

  • Audit Committee’s Review Report on the 2024 Financial Statements

  • To report 2024 Employees’ and directors’ Compensation

  • To report the 2024 Earnings Distribution of dividends

  • IV. Items To be Approved

  • To approve 2024 Business Report, Consolidated Financial Statements and Parent-companyonly Financial Statements (Proposed by the Board of Directors)

  • To approve the proposal for 2024 earnings distribution (Proposed by the Board of Directors)

  • V. Items to Be Discussed

  • To Amend the Company’s Article of Incorporation (Proposed by the Board of Directors)

  • VI. Other Questions and Motions

  • VII. Adjournment

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I. Items To Be Reported

  • (1) The 2024 Business Report

Explanatory Notes: Please refer to Attachment I. (Page 5 to 8)

  • (2) Audit Committee’s Review Report on the 2024 Financial Statements

Explanatory Notes: Please refer to Attachment II. (Page 9)

  • (3) To report 2024 Employees’ and Directors’ Compensation

Explanatory Notes:

  • a. Based on the Company’s the Article of Incorporation, Article 24, the Company’s employees’ and directors’ compensation shall be at no less than 10% and no more than 1% of the ‘‘income before tax and employees’ and directors’ compensation’’, respectively, if profits in current year is made.

  • b. The Company’s board of directors has resolved to pay out 2024 directors’ and employees’ compensation in amount of NT$0 and NT$6,251,000, respectively, if profits in current year is made.

  • (4) To report the 2024 Earnings Distribution of dividends.

Explanatory Notes:

  • a. Based on the Company’s Article of Incorporation, article 24-1, authorize the Company’s board of directors to resolve to pay out cash dividend NT$1.0 per share in amount of NT$456,649,360

  • b. Please include in other income of the company, if too trivial to one NT dollar, to specific shareholders. The measurement date will be decided by the Chairman under the authorization.

  • c. Please authorize the Chairman to adjust, in good faith, the ratio of dividend per share, based on the shares outstanding on the record date for distribution, to the extent of no change in the resolved total amount to be distributed to shareholders.

II. Items To Be Approved

  • (1) To approve 2024 Business Report, Consolidated Financial Statements and ParentCompany-Only Financial Statements (Proposed by the Board of Directors)

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Explanatory Notes:

  • a. The Company’s Business Report, Consolidated Financial Statements and ParentCompany-Only Financial Statements have been reviewed by Audit Committee and hereby proposed for the shareholders’ approval. Among these documentations, the Parent-Company-Only Financial Statements and Consolidated Financial Statements have been audited by Ernst & Young, Taiwan.

  • b. For details, please refer to page 5-8 of Attachment I and page 10-32 of Attachment III to the Meeting Handbook.

Resolution:

  • (2) To approve the proposal for 2024 earnings distribution (Proposed by the Board of Directors)

Explanatory Notes:

  • a. The Company's after-tax net income in 2024 was NT$48,889,239. After withdrawing the legal reserve and reversing the special reserve, the Company makes the earnings distribution table in accordance with its Articles.

  • b. The 2024 earnings distribution table is shown in Attachment IV (page 33) to the Meeting Handbook for reference.

Resolution:

III. Items To Be Discussed

  1. Amendment to the Articles of Incorporation (Proposed by the Board of Directors)

Explanatory Notes:

The Amendment is based on the cooperate with the amendment of the Securities and Exchange Act and TWSE's amendment of the key points on the establishment and exercise of powers of the board of directors of listed companies. For comparison for amendment to the Article of Incorporation, please refer to Attachment V (Page 34-35).

Resolution:

IV. Other Questions and Motions

V. Adjournment

4

Attachment I

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

2024 Business Report

1. 2024 Business Report

At the beginning of 2024, the electronics market generally expects that after a one-and-a-half-year inventory adjustment period, the overall market demand will enter a growth trend of replenishing inventory. Applications including smartphones, computers, consumer electronics and automotive electronics will be the driving force and main axis of growth for the whole year, and also the tone of global market expectations. All levels of the overall semiconductor industry chain have also set their annual business plans accordingly.

At the same time, the global impact of the COVID-19 pandemic has gradually eased, and economic activities have begun to recover. This is also one of the reasons why the industry is optimistic about 2024. In 2024, global economic growth will have very different progress, and different economies will face very different problems.

Overall, the economic recovery in the post-epidemic era is not as strong as originally expected. The craze for traveling has only occurred in a few countries. During the epidemic, people have changed to a lifestyle that relies heavily on the Internet for online meetings and media social networking, which has become the norm. The network devices and terminal equipment purchased during the epidemic have met the demand. In 2024, under the dual pressure of reduced new demand and slow digestion of old inventory, consumer electronics, automotive applications, and industrial applications have not seen any improvement.

Geopolitical conflicts and risks have emerged one after another, increasing the pressure on economic recovery. On the one hand, the United States is preparing for the general election at the end of 2024, and its long-term strategy of confrontation with China has made it even more difficult for China to recover its growth in the near future amid its already weak economic development. Several domestic demand market stimulus policies have not yielded results. In the context of such a large economic recession, not only has the global demand for electronic products stalled, but it has also indirectly dragged down the growth of the European and American markets.

Amid the chaos of global political conflicts that have affected economic growth, artificial intelligence (AI) has emerged as a new force. From a positive perspective, AI has developed to the point where the architecture from learning to inference has become mainstream. Major cloud service providers (CSPs) are actively building data center hardware, and IC design customers are also competing to provide platforms and solutions with higher computing power. Ultimately, they will provide hardware and software products required for cloud computing and edge computing, providing sufficient conditions for the true widespread realization of AI. This trend in AI development is the growth of ABF substrates in the industrial practice of IC substrates.

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The company's substrate revenue were still achieve an annual growth of 20.47% in the chaotic and rapidly changing market conditions in 2024, because we had truly grasped the trend of AI artificial intelligence.

Looking ahead to the next few years, the development trend of IC substrates remains positive. In Table 1, the compound growth rate of the overall substrate market from 2023 to 2028 were reach 7.6%, which is an accelerating growth trend compared to 3.1% from 2011 to 2023.

The FC BGA (generally known as ABF substrate) in the substrate products were decline by 27.5% in 2023 compared to 2022, mainly due to the decline of PC/NB. Among them, AI-related applications had grown significantly. The compound growth rate of the entire FC BGA from 2023 to 2028 will reach 8.9%, the highest among all substrate products.

Half of memory products were driven by AI, boosting demand for servers, data centers, and edge computing devices, while the other half were dragged down by sluggish demand for consumer products, with the overall compound growth rate slightly slower at 8.1%.

The CSP substrate products used in smartphones were obviously affected by the Chinese economy and were full of unpredictable variables.

Unit: USD million Unit: USD million Unit: USD million Unit: USD million Unit: USD million Unit: USD million Unit: USD million Unit: USD million Unit: USD million
2021 2022 2023 2024F 2028F 2023/2022 2023-2028
CAAGR
2011-2023
CAAGR
FC PGA/LGA/BGA $7,033 $9,265 $6,716 $6,445 $10,282 -27.5%
8.9%

4.1%
FCCSP/FC-DRAM $2,561 $2,767 $1,998 $2,285 $2,947 -27.8%
8.1%

5.7%
WB PBGA/CSP $3,032 $3,251 $2,287 $2,414 $2,726 -29.6%
3.6%

-0.7%
Module $1,784 $2,132 $1,497 $1,685 $2,110 -29.8%
7.1%

3.8%
Total $14,410 $17,415 $12,498 $12,829 $18,065 -28.2%
7.6%

3.1%

Table 1: Growth Trends of IC Substrate Products (Source: Prismark, Dec. 2024)

After the results of the U.S. presidential election are finalized at the end of 2024, economies around the world, including the semiconductor industry, will adopt a more conservative view of the outlook. The bottom-up reversal trend of the industry is certain, and the subsequent impact of the general tariff increase is the biggest variable.

The Company’s revenue in parent-company-only basis totaled to NT$23,303,299 thousand in 2024, increased by 20.47% compared to NT$19,342,946 thousand in 2023. Net income in parent-company-only basis was NT$48,889 thousand in 2024, increased by 2.89% compared to NT$47,516 thousand in 2023. The Company’s consolidated revenue totaled to NT$30,534,979 thousand in 2024, increased by 13.80% compared to NT$26,832,187 thousand in 2023. The consolidated net income was NT$1,331,050 thousand in 2024, increased by 13.73% compared to NT$1,170,402 thousand in 2023. The operating results are as follows.

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(In Thousands of New Taiwan Dollars Except for Earnings Per Share) (In Thousands of New Taiwan Dollars Except for Earnings Per Share) (In Thousands of New Taiwan Dollars Except for Earnings Per Share) (In Thousands of New Taiwan Dollars Except for Earnings Per Share)
Account
(Inparent-company-onlybasis)
2024 2023 Growth Rate
(%)
Operatingrevenues 23,303,299
19,342,946

20.47%
Grossprofit 4,567,200
2,706,747

68.73%
Operatingincome(losses) (836,002)
(866,462)

-3.52%
Pre-tax income 48,889
47,516

2.89%
Net income 48,889
47,516

2.89%
Earningsper share(in NT$) 0.11
0.11

(In Thousands of New Taiwan Dollars Except for Earnings per Share)

Account
(In consolidated basis)
2024 2023 Growth Rate
(%)
Operatingrevenues 30,534,979
26,832,187

13.80%
Grossprofit 8,667,725
6,757,506

28.27%
Operatingincome 1,095,419
1,042,247

5.10%
Pre-tax income 1,603,188
1,426,085

12.42%
Net income 1,331,050
1,170,402

13.73%
Net income/loss attributable to:
Shareholders of theparent 48,889
47,516
Non-controllinginterests 1,282,161
1,122,886
Earningsper share(in NT$) 0.11
0.11

2. Summary of 2024 business plan:

(1)Business Policy

Since the Company’s establishment, we have been upholding the principle of “Satisfying Customers and Pursuing for Excellence” as our business policy, developing leadership in technique to meet market demand, mastering new generation product demands, investing engineering resources to stay ahead, and striving for better profit to benefit our shareholders under the intense competition.

The IC packaging substrates industry is developing in several technological directions; For example, multi-chip Wafer, high-integration packages (Chiplet), SiP modules, integrated antenna modules, high-frequency and high-speed applications, thin lines, thinning... etc. The company's R&D department continues to grasp the direction of technological development and customer demands, and will create differentiation with technology and quality to maintain the highest competitiveness.

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(2)Expected Sales and Its Sources

According to Prismark research data, between 2011 and 2023, the compound growth rate of the IC substrate market reached 3.1% (Refer to Table I). The lower growth rate is due to the slowdown in overall demand, and the revenue in each year has caused severe fluctuations due to panic in the upstream and downstream supply and demand relationships. Similarly according to Prismark research data, between 2023 and 2028, the compound growth rate of the IC substrate market reached 7.6% (Refer to Table I). The main driving force is the gradual formation and expansion of artificial intelligence applications. The company's business plan is also based on these industry development forecasts, and takes into account customer product launch and certification schedules to form sales revenue.

(3)Significant Production and Marketing Policy

  • A. Strengthen the development of multi-chip packaging technology, and focus on process technology and match the development of high-frequency and high-speed materials to meet the needs of 5G/6G and automotive products.

  • B. Expanding the capacity of ABF FC-BGA substrate to match the medium and long-term development needs of multi-layer boards, high-frequency and high-speed.

  • C. Continue to participate in customers' R&D of glass core substrates and the material systems and processes required for co-package optics.

3. Company development strategy

We will aim at application of slim substrates of ABFFC-BGA, including thick core layer and thin core layer processes and memory and the techniques and products of SiP module and Wafer module in short-term, keeping up with the elemental global semiconductor developing trend of continuously miniature line width, aperture, and thickness in medium term, and developing complicated structural technique of active/passive components and direct wafer bonding in long term. By these development strategies, we are confident that the Company will definitely sustain our competitiveness in product market as well as in the technique.

Chairman:

CEO:

Chief Accountant:

8

Attachment II

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp.

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2024 Business Report, Consolidated Financial Statements, Parent-company-only Financial Statements and the proposal for distribution of earnings. Among these documentation, the financial statements have been audited by the auditors, Ernst & Young, and the audit reports relating to the Financial Statements have been granted. The Business Report, Financial Statements, and earnings distribution proposal have been reviewed and determined to be fairly presented by the Audit Committee members of Kinsus Interconnect Technology Corp. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit the review report to the Company’s shareholders.

Kinsus Interconnect Technology Corp.

Chairman of the Audit Committee: Lee, Ming-Yu

February 17[th] , 2025

9

Attachment III

English Translation of an Audit Report Originally Issued in Chinese INDEPENDENT AUDITORS’ REPORT

To: the Board of Directors and Shareholders of Kinsus Interconnect Technology Corp.

Opinion

We have audited the accompanying parent-company-only balance sheets of Kinsus Interconnect Technology Corp. (the “Company”) as of December 31, 2024 and 2023, and the related parentcompany-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including the summary of significant accounting policies (together referred as “the parent-company-only financial statements”).

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

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditor(s), we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of the most significance in our audit of parent-company-only financial statements for the year ended December 31, 2024.

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

Revenue Recognition

We determine that revenue recognition is one of the key audit matters. The Company’s revenue in the amount of NT$23,303,299 thousand for the year ended December 31, 2024 is a significant account to the Company’s financial statements. The Company has conducted these sale activities in multiple marketplaces, including Taiwan, China, USA, etc. Among these locations, the Company has established hub-warehouse for certain foreign customers’ convenience. Furthermore, the timing of fulfilling performance obligation needs to be determined based on various sale terms and conditions with major clients. We therefore determined revenue recognition a key audit matter. Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition in the sales cycle, taking samples to perform test of details, including obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of revenue recognition from foreign warehouses with the timing of fulfilling performance obligation for sale agreement or orders, performing analytical review procedures on monthly sale revenues and the cut-off tests for a period before and after the balance sheet dates, etc. We have also considered the appropriateness of the revenue disclosure in Notes 4 and 6 to the parent-company-only financial statements.

Market valuation on Inventory

We determine the market valuation on inventory is one of the key audit matters in considering that the amount of inventory was significant and the assessment of sufficiency of inventory loss requires significant management judgement. The Company’s net inventory amounted to NT$2,304,002 thousand as of December 31, 2024. As the application market of substrate, the Company’s main products, is characterized by rapid development in technology and the trend of consumers’ preference, management, in timely considering the status of new products development and the demand from clients, has to evaluate the inventory loss due to market value decline as well as write-down on slowmoving inventories to their net realizable value. Our audit procedures therefore include, but not limit to, evaluating the Company’s policy with respect to assessment the loss from slow-moving and obsolete inventory, (including identification method, testing the accuracy of inventory aging schedule, analysis on inventory movement), performing observation on the Company’s inventory physical-taking, and inspecting the current status of inventory usage, etc. We also assessed the adequacy of the inventoryrelated disclosures shown in the Notes 5 and 6 to the parent-company-only financial statements.

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Other Matter – Making Reference to the Audit of a Component Auditor

We did not audit the financial statements of certain invested associates as of December 31, 2023, which were audited by other independent auditors. The financial statements of invested associates as of December 31, 2023 was audited by other independent auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on other auditors. These investment accounted for using the equity method amounting to NT$424,357 thousand as of December 31, 2023 representing 0.64% of the Company’s total assets, the related shares of income before tax from the associate using the equity method for the year then ended amounting to NT$(12,714) thousand representing (26.76)% of the Company’s income before tax, and the related shares of other comprehensive income from the associate using the equity method for the year then ended amounting to NT$20,182 thousand representing (32.54)% of the other comprehensive income, are based solely on the audit reports of other auditors.

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

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

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

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

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Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 parentcompany-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 maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

  2. 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 company audit. We remain solely responsible for our audit opinion.

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

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

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

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/s/Chang, Chih Ming

/s/Chen, Kuo Shuai

Ernst & Young February 17[th] , 2025 Taipei, Taiwan, Republic of China

Notice to Readers

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

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

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English Translation of Financial Statements and a Report Originally Issued in Chinese

MANAGEMENT REPRESENTATION LETTER

The entities that are required to be included in the combined financial statements of Kinsus Interconnect Technology Corp. as of December 31, 2024 and for the year then ended under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial

Reporting Standard No. 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Kinsus Interconnect Technology Corp. and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

Kinsus Interconnect Technology Corp.

By

Liao, Sih-Jheng

Chairman

February 17[th] , 2025

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English Translation of Financial Statements and a Report Originally Issued in Chinese

INDEPENDENT AUDITORS’ REPORT

To The Board of Directors of Kinsus Interconnect Technology Corp.

Opinion

We have audited the accompanying consolidated balance sheets of Kinsus Interconnect Technology Corp. (the “Company”) and its subsidiaries as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including the summary of significant accounting policies (together referred as “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditor (please refer to the Other Matter – Making Reference to the Audit of a Component Auditor section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2024 and 2023, and its consolidated financial performance and cash flows for the years then ended, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditor(s), 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 2024 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

We determine that revenue recognition is one of the key audit matters. The Company’s consolidated revenue in the amount of NT$30,534,979 thousand for the year ended December 31, 2024 is a material account to the Company’s consolidated financial statements. The Company has conducted these sale activities in multiple marketplaces, including Taiwan, China, USA, etc. Among these locations, the Company has established hub-warehouse for certain foreign customers’ convenience. Furthermore, the timing of fulfilling performance obligation needs to be determined based on various sale terms and conditions with major clients. We therefore determined revenue recognition a key audit matter. Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition in the sales cycle, taking samples to perform test of details, including obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of timing of revenue recognition from foreign warehouses with the timing of fulfilling performance obligation for sale agreement or orders, performing analytical review procedures on monthly sale revenues and the cut-off tests for a period before and after the balance sheet dates, etc. We have also considered the appropriateness of the revenue disclosure in Notes 4 and 6 to the consolidated financial statements.

Market valuation on Inventory

The Company’s inventory amounted to NT$2,981,441 thousand as of December 31, 2024. As the application market of substrate, the Company’s main products, is characterized by rapid development in technology and the trend of consumers’ preference, management, in timely considering the status of new products development and the demand from clients, has to evaluate the loss due to market value decline as well as write-down on slow-moving inventories to their net realizable value and the assessment of appropriateness of loss allowance of value decline and slow-moving inventory requires significant management judgement, we therefore determined inventory valuation one of the key audit matters.

23

Our audit procedures therefore include, but not limit to, evaluating the Company’s policy with respect to assessment of the loss from slow-moving and obsolete inventory (including identification method, testing the accuracy of inventory aging schedule, analysis on inventory movement), performing observation on the Company’s inventory physical-taking, and inspecting the current status of inventory usage, etc. We also assessed the adequacy of the inventory-related disclosures shown in the Notes 5 and 6 to the consolidated financial statements.

Other Matter – Making Reference to the Audit of a Component Auditor

We did not audit the financial statements of invested associates as of December 31, 2023, which were audited by other independent auditors. The financial statements of invested associates as of December 31, 2023 was audited by other independent auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on other auditors. These investment accounted for using the equity method amounting to NT$438,318 thousand as of December 31, 2023 representing 0.56% of the Company’s consolidated total assets, the related shares of income before tax from the associate using the equity method for the year then ended amounting to NT$(12,843) thousand representing (0.90)% of the Company’s consolidated income before tax, and the related shares of other comprehensive income from the associate using the equity method for the year then ended amounting to NT$20,182 thousand representing (20.58)% of the consolidated other comprehensive income, are based solely on the audit reports of other auditors.

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

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

In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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.

24

Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

25

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2023 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

26

Other matters

We have audited and expressed an unqualified opinion and an ungualified opinion with the Other Matter paragraph on the parent-company-only financial statements of the Company as of and for the years then ended December 31, 2024 and 2023, respectively.

/s/Chang, Chih Ming

/s/Chen, Kuo Shuai

Ernst & Young February 17[th] , 2025 Taipei, Taiwan, Republic of China

Notice to Readers

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

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

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32

Attachment IV

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp.

Earnings Distribution Proposal

For The Year Ended December 31, 2024

Item Amount
(In: NT$)
Beginning retained earnings
Less: Other comprehensive income (loss) in 2024
-Actuarial gain/loss of defined benefit
Add: Employee restricted share adjusted amount
Add: Net income after tax in 2024
Less: 10% legal reserve
Add: reversal of special reserve
Distributable earnings
Distributions
Less: Cash dividend to shareholders (NT$1 per share)
Unappropriated retained earnings
$14,765,243,956
17,813,320
295,456
48,889,239
(6,699,802)
150,091,479
14,975,633,648
(456,649,360)
$14,518,984,288

Chairman: CEO: Chief Accountant:

33

Attachment V

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp.

Comparison for amendment to Articles of Incorporation

After amendment Beforeamendment Explanation
Article 15-1:
The Company may have independent
directors within the aforementioned
number of directors and the number of
independent directors shall be no less
than one-thirdof the total number of
directors and shall not be less thanthree.
The election of independent directors
shall adopt the candidate nomination
system, and the shareholders shall elect
the independent directors from the list of
the candidates of the independent
directors.
The
professional
qualifications,
shareholdings,
restrictions on concurrent position,
nomination,
and
other
compliance
matters shall be handled in accordance
with relevant regulations of the securities
authorities.
Article 15-1:
The Company may have independent
directors within the aforementioned
number of directors and the number of
independent directors shall be no less
than one-fifthof the total number of
directors and shall not be less thantwo.
The election of independent directors
shall adopt the candidate nomination
system, and the shareholders shall elect
the independent directors from the list of
the candidates of the independent
directors.
The
professional
qualifications,
shareholdings,
restrictions on concurrent position,
nomination,
and
other
compliance
matters shall be handled in accordance
with relevant regulations of the securities
authorities.
According to
Taiwan Stock
Exchange
Corporation
Operation
Directions for
Compliance
withthe
Establishment
of Board of
Directors by
TWSE Listed
Companies
and the Board's
Exercise of
Powers Article
4, revise the
number and
ratio of
independent
directors.
Article 24:
The Company, if making profits in
current year, shall provide the ratio of
employee compensation to “income
before tax and the employee and
directors’ compensation to be provided”
at less than 10% and the ratio of
directors’ compensation to “income
before tax and the employee and
directors’ compensation to be provided”
at be more than 1%, provided that all
accumulated deficits, if any, are fully
offset.
Of
the
amount
of
employees’
compensation, no less than 25% should
be
set
aside
for
distribution
of
remuneration to grassroots employees.
The employees’ compensation can be
distributed in cash or stocks. The
employees receiving the stock dividends
mayinclude employees in affiliated or
Article 24:
The Company, if making profits in
current year, shall provide the ratio of
employee compensation to “income
before tax and the employee and
directors’ compensation to be provided”
at less than 10% and the ratio of
directors’ compensation to “income
before tax and the employee and
directors’ compensation to be provided”
at be more than 1%, provided that all
accumulated deficits, if any, are fully
offset.
The employees’ compensation can be
distributed in cash or stocks. The
employees receiving the stock dividends
may include employees in affiliated or
control companies who met certain
conditions stipulated by the Board of
Directors authorized.
Employee and directors’ compensation
According to
Paragraph 6 of
Article 14 of
the Securities
and Exchange
Act,
companies
whose stocks
have been
listed on a
stock exchange
or traded over
the counter at a
securities over-
the-counter
trading center
should
stipulate in
their articles of
association
that theyadjust

34

After amendment Before amendment Explanation
control companies who met certain
conditions stipulated by the Board of
Directors authorized.
Employee and directors’ compensation
are to report in the shareholders’
meeting.
are to report in the shareholders’
meeting.
salaries or
allocate
remuneration
to junior
employees
based on a
certain
percentage of
annualprofits.
Article 28:
The Article was agreed by all the
promoters in founder’s meeting in
September 1, 2000. The first revised was
June 28, 2003. The second revised was
August 26, 2003. The third revised was
April 16, 2004. The fourth time revised
was April 16, 2004. The fifth time
revised was June 14, 2005. The sixth
time revised was June 14, 2005. The
seventh revised was June 19, 2006. The
eighth revised was May 30, 2007. The
ninth revised was May 30, 2008. The
tenth revised was June 18, 2010. The
eleventh revised was June 22, 2011. The
twelfth revised was June 18, 2012. The
thirteenth revised was May 27, 2016.
The fourteenth revised was May 26,
2017. The fifteenth revised was May 29,
2019. The sixteenth revised was May 28,
2020. The seventeenth revised was May
27, 2022.The eighteenth revised was
May 28, 2025.
Article 28:
The Article was agreed by all the
promoters in founder’s meeting in
September 1, 2000. The first revised was
June 28, 2003. The second revised was
August 26, 2003. The third revised was
April 16, 2004. The fourth time revised
was April 16, 2004. The fifth time
revised was June 14, 2005. The sixth
time revised was June 14, 2005. The
seventh revised was June 19, 2006. The
eighth revised was May 30, 2007. The
ninth revised was May 30, 2008. The
tenth revised was June 18, 2010. The
eleventh revised was June 22, 2011. The
twelfth revised was June 18, 2012. The
thirteenth revised was May 27, 2016.
The fourteenth revised was May 26,
2017. The fifteenth revised was May 29,
2019. The sixteenth revised was May 28,
2020. The seventeenth revised was May
27, 2022.
Additional
revision date.

35

Appendix I

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp. Rules of Procedure for Shareholder Meetings

Article 1

Unless otherwise required by laws and regulations, the shareholders meeting of the Company shall be held in accordance with these Rules.

Article 2

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares present shall be calculated based on the attendance sheet or the attendance cards delivered.

Article 3

The attendance and voting at the shareholders’ meeting shall be calculated based on the shares.

Article 4

The place of the shareholders meeting shall be at the office of the Company or at a location convenient to the shareholders and suitable for convening a shareholders meeting. The time of the meeting may not be earlier than 9 a.m. or later than 3 p.m.

Article 4-1

This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

Article 5

When the shareholders meeting was convened by the Board of Directors, the shareholders' meeting shall be presided by the Chairman of the Board of Directors. If the Chairman is absent or is unable to exercise the duties for certain reasons, the vice-Chairman shall act on his/her behalf. If the vice-Chairman is absent or is unable to exercise the duties for certain reasons, the Chairman may designate the managing director to act on his/her behalf; if there is no managing director, one of the directors may be designated to act on his/her behalf. Where the Chairman does not designate a proxy, the managing director or directors may elect a person among themselves to act on behalf of the Chairman. When the shareholders meeting was convened by other persons who have the convening right, the shareholders' meeting shall be presided by the convener. When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

Article 6

The Company may designate the attorneys, accountants or relevant personnel engaged to present in the shareholders meeting. The staffs handling the shareholders meeting shall wear identification cards or arm-band.

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Article 7

This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 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.

Article 8

Upon the starting time of the meeting, the chairman shall order the meeting to begin. However, where the shareholders present represent half or less than half of the total outstanding shares, the chairman may postpone the meeting for a total of two times. The postponed time may not in total exceed one hour. Where after two postponements, the shareholders present still do not meet the quorum but represent one-third or more of the total outstanding shares, a tentative resolution may be passed in accordance with Paragraph 1, Article 175 of the Company Act. If the shares present represent more than half of the total outstanding shares before the end of the meeting, the chairman may propose the tentative resolution to the shareholders meeting for voting in accordance with Article 174 of the Company Act.

Article 9

If the shareholders meeting is convened by the Board of Directors, its agenda shall be stipulated by the Board of Directors, and the meeting shall be held in accordance with the agenda and may not be changed without the resolution of the shareholders meeting. When the shareholders meeting was convened by other persons who have the convening right, the above paragraph shall apply mutatis mutandis. Before the closing of the discussions (including provisional motions) stipulated in the agenda under the above two paragraphs, the chairman may not announce the adjournment of the meeting without resolution. After the adjournment of the meeting, the shareholders may not elect a chairman to continue the meeting at the original address or at another location.

Article 10

Before a shareholder makes a statement, he/she must complete a statement slip stating the subject of the statement, the shareholder number (or attendance card number) and shareholder name, and the chairman shall determine the order of his/her statement. Where a shareholder present only completed a statement slip but did not make a statement, he/she will be deemed to not have made a statement. Where the statement made is inconsistent with that stated on the statement slip, the statement made will prevail. When a shareholder present makes a statement, the other shareholders may not make a statement and interfere, unless consent is obtained from the chairman and the shareholder making the statement. The chairman shall restrain such interfering shareholder.

Article 11

For each proposal, a shareholder may not make more than two statements, unless consent is obtained from the chairman. Each statement may not exceed five minutes. The chairman may restrain the shareholder form making the statement if he/she violates the above provisions or has exceeded the scope of the proposal.

Article 12

Where an institution is delegated to attend the shareholders meeting, it may only appoint one representative to attend. Where the institution appoints two or more representatives to attend the shareholders meeting, only one person may make a statement for each proposal.

Article 13

After a shareholder makes a statement, the chairman may respond him/herself or designate a relevant person to respond.

37

Article 14

Where the chairman believes that the proposal discussed may be resolved, he/she may announce the ending of the discussion and propose that votes be made.

Article 15

If the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.

Article 16

The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes and the numbers of votes with which they were elected, shall be announced on-site at the meeting, and a record made of the vote.

Article 17

During the meeting, the chairman may announce recesses at his/her own discretion.

Article 18

Unless otherwise specified in the Company Act and the Articles of Incorporation, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present.

Article 19

When a proposal has an amendment or a replacement, the chairman may combine it with the original proposal and determine the order of resolution. If one of the proposals is resolved, the other proposals will be deemed as rejected and there is no need to make another resolution.

Article 20

The chairman may instruct the security officer to assist in maintaining the order of the meeting. The security officer shall wear an arm-band with the word "Security" when assisting in the maintenance of the order of the meeting.

Article 21

These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.

Article 22

These Rules and Procedures of Shareholders' Meeting were made on June 28, 2003. The first amendment was on June 17, 2013.

38

Appendix II

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Articles of Incorporation of Kinsus Interconnect Technology Corp.

CHAPTER I GENERAL PROVISIONS

Article 1

This Company is incorporated under the Company Act, with the name of KINSUS INTERCONNECT TECHNOLOGY CORP, and the English name of KINSUS INTERCONNECT TECHNOLOGY CORP.

Article 2

The business scope of the Company is as following:

  1. CC01080 Electronic Parts and Components Manufacturing

  2. F119010 Wholesale of Electronic Materials

  3. F219010 Retail Sale of Electronic Materials

  4. I103060 Management consultation

  5. CQ01010 Die Manufacturing

  6. CC01990 Electrical Machinery, Supplies Manufacturing

  7. CB01990 Other Machinery Manufacturing Not Elsewhere Classified

  8. F401010 International Trade

  9. C801010 Basic Industrial Chemical Manufacturing

  10. ZZ99999 All business items that are not prohibited or restricted by laws and regulations, except for those subject to special approval.

Article 3

The Company has its head office in Taoyuan City, and the Company may establish branches in and out of this country.

Article 4

The method of the public announcement of the Company shall be made in accordance with Article 28 of the Company Act.

CHAPTER II SHARES

Article 5

The authorized capital of the Company is NTD 6,000,000,000, divided into 600,000,000 shares, at a par value of NTD 10 per share. The shares may be issued in installments, and the shares which have not been issued would be issued in installments pursuant to the resolution of Board of Directors. The registered capital keeps NTD 300,000,000 divided into 30,000,000 shares provided for exercise of the option of stock option certificates, preferred shares with warrants and warrants attached to corporate bonds, which may be issued in installments pursuant to the resolution of Board of Directors.

Article 5-1

When the Company transfer to the employees at a price lower than the average price of the actual bought-back shares, or lower than “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” exercise price issue employee stock warrants, it shall be resolved by two-thirds of the votes at a shareholders' meeting attended by shareholders representing a majority of the total number of issued shares.

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Article 5-2

The company of reward tools include stock repurchase, qualification requirements of employees, an issuance of new shares and shares of restricted stock for employees with Company Act and Securities and Exchange Act. Qualification requirements of employees, and subscription by employees including the employees of parents or subsidiaries of the company meeting certain specific requirements, provide for the Board of Directors.

Article 6

Share certificates of the Company shall be in registered form, signed or sealed by directors representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance. The issued shares may be exempted from printing any share certificate, provided that such issuance shall register the issued shares with a centralized securities depository enterprise agency and follow the regulations of that agency.

Article 7

The shareholders of the Company shall conduct shares related affairs or exercise other relevant rights in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies unless the laws, regulations or securities regulation rules provide otherwise.

Article 8

The shareholders' register shall be closed during 60 days prior to the date of an ordinary shareholders' meeting, 30 days prior to the date of an extraordinary shareholders' meeting, or five days period prior to the record dates for distribution of dividends, bonuses or other benefits of the Company.

CHAPTER III SHAREHOLDER'S MEETING

Article 9

The shareholders' meeting of the Company is as following

  1. Ordinary shareholders' meeting shall be convened within six months after close of each fiscal year by the branches.

  2. Extraordinary shareholders' meeting shall be convened when necessary in accordance with the relevant laws and regulations.

Article 9-1

When the Company’s shareholders’ meeting is held, it can be held by means of physical shareholder meeting, visual communication network (including pure video shareholders' meeting and videoassisted shareholders' meeting) or other methods promulgated by the central competent authority. It shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.

Article 10

When the shareholders meeting was convened by the Board of Directors, the shareholders' meeting shall be presided by the Chairman of the Board of Directors. If the Chairman is absent, the Chairman may designate one of the directors to act on his/her behalf. Where the Chairman does not designate a proxy, the directors may elect a person among themselves to act as the chairman of the meeting. When the shareholders meeting was convened by other persons who has the convening right, the shareholders' meeting shall be presided by the convener. When there are two or more conveners, the conveners shall elect among themselves to act as the chairman of the meeting.

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Article 11

A notice to convene an ordinary meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date, and a notice to convene an extraordinary meeting of shareholders shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. Such notice shall specify the meeting date, meeting venue, and proposed matters and be sent to the shareholders in writing.

Article 12

When a shareholder for any reasons cannot attend the shareholders' meeting in person, he/she/it may attend the meeting by proxy by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy.

Article 13

Except in the circumstances set forth in the Company Act where there is no voting right for a share, each shareholder of the Company shall have one vote for each share held.

Article 14

Unless otherwise specified in the Company Act, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present in person or through proxy, who represent more than one-half of the total number of voting shares. When the shareholders meeting was convened by the Board of Directors, it shall be handled in accordance with Article 183 of the Company Act.

CHAPTER IV DIRECTORS, AUDIT COMMITTEE AND MANAGERS

Article 15

The Company set up seven to eleven directors with three-year term in adopting the system of nominating candidates. The shareholders elect the directors from the list of candidates and the directors can be re-elected for next term.

During the directors' term, the Company shall buy enough insurance for all its directors to cover the legal liability that might incur in mal-practice of its Company’s business.

The board meeting is authorized to resolve the remuneration for the executive directors, no matter the Company makes profit or not, based on the degree of their participation and contribution to the Company’s operations in reference to the industry level.

Article 15-1

The Company may have independent directors within the aforementioned number of directors and the number of independent directors shall be no less than one-fifth of the total number of directors and shall not be less than two. The election of independent directors shall adopt the candidate nomination system, and the shareholders shall elect the independent directors from the list of the candidates of the independent directors. The professional qualifications, shareholdings, restrictions on concurrent position, nomination, and other compliance matters shall be handled in accordance with relevant regulations of the securities authorities.

Article 15-2

Pursuant to Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee. The Audit Committee shall be composed of the entire number of Independent Directors.

41

Article 15-3

The Board of Directors of a company may have any other functional committees. Any other functional committees shall establish exercise power rules and be enforced after resolving them in the Board of Directors.

Article 16

The Board of Directors is composed of directors. The functions and responsibilities of the Board of Directors shall be as follows:

  1. To determine the business plans and financial statements,

  2. To propose distribution of profit or appropriation of losses,

  3. To propose capital increase or decrease,

  4. To enact important rules and organizational regulations of the Company,

  5. To engage and terminate the general manager and principal manager of the Company,

  6. To determine the establishment and winding-up of branches,

  7. To produce the budget and the final accounts, and

  8. To delegated other duties authorized by the Company Act or the resolution of the shareholders' meeting(s).

Article 17

The Chairman will be elected from among directors by a majority vote at a board meeting at which at least two-thirds (2/3) of directors are present. The Chairman shall be the representative of the Company externally.

Article 18

Convening the board meeting shall be handled in accordance with Article 204 of the Company Act. In order to convene the board meeting, notice may be made by written notice, e-mail or fax. Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

Article 19

The Chairman will preside at the board meetings. If the Chairman is on leave or unable to perform his/her duties, the Chairman may designate one of the directors to act on his/her behalf. Where the Chairman does not designate a proxy, the directors may elect a person among themselves to act as the chairman of the meeting. The directors shall personally attend the board meeting, and if the directors cannot attend the board meeting for certain reasons, he/she may appoint another director as his/her proxy. The board meeting may be convened via video conference, and the directors who attend the board meeting via video conference shall be deemed to have attended the meeting in person. The Chairman appoint another director as his/her proxy each time with a power of attorney stating the scope of authority with reference to the subjects to be discussed at the meeting and powers granted; provided that a director may act as the proxy for only one another director.

Article 20

The authority of the Audit Committee and the other compliance issues shall be made according to the Securities and Exchange Act and other relevant laws and regulations.

Article 21

The Company may have various managers. The appointment, discharge and the remuneration of the managers shall be handled in accordance with Article 29 of the Company Act.

42

CHAPTER V ACCOUNTING

Article 22

The fiscal year of the Company commences from January 1 to December Final accounts shall be handled at the end of each fiscal year.

Article 23

After the end of each fiscal year, the following documents and statements should be approved by the Board of Directors, and then submit the same to the ordinary shareholders' meeting for recognition:

  1. Business Report,

  2. Financial Statements, and

  3. Proposal for distribution of profit or appropriation of losses.

Article 24

The Company, if making profits in current year, shall provide the ratio of employee compensation to “income before tax and the employee and directors’ compensation to be provided” at less than 10% and the ratio of directors’ compensation to “income before tax and the employee and directors’ compensation to be provided” at be more than 1%, provided that all accumulated deficits, if any, are fully offset.

The employees’ compensation can be distributed in cash or stocks. The employees receiving the stock dividends may include employees in affiliated or control companies who met certain conditions stipulated by the Board of Directors authorized.

Employee and directors’ compensation are to report in the shareholders’ meeting.

Article 24-1

The Company, if making profits in current year, shall distribute the earnings in the following order:

  1. Payment of all taxes and dues;

  2. Offset prior years’ operation losses;

  3. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve; However, when the statutory surplus reserve has reached the company's paid-in capital, this limitation is not applicable;

  4. Set aside or reverse special reserve in accordance with law and regulations;

  5. 5.The remaining portion after the above-mentioned, accounted for as distributable earnings from current year, plus the undistributed earnings from prior years, i.e. accumulated distributable earnings, can be distributed to shareholders based on the proposal submitted by the board and approved by shareholders. If any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.

To authorize the distributable dividends and bonuses or all or part of statutory surplus reserve and capital reserve in whole may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

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The Company is in an industry with versatile environment. For long-term finance planning requirements and to meet the shareholders’ demand for cash, dividend policy aims for a steady balance. Shareholder extra dividend each year cannot be less than 10% of distributed surplus earnings and cash dividends distributed each year cannot be less than 10% of the gross amount of dividends.

ARTICLE VI SUPPLEMENTARY PROVISIONS

Article 25

The Company is allowed to make investment in an amount exceeding 40% of its paid-in capital and authorizes the Board of Directors to execute the investment.

Article 25-1

The Company may provide guarantee as necessary for the business.

Article 26

The organizational rules and operating rules of the Company shall be enacted separately by the Board of Directors remuneration.

Article 27

If there is any matter not covered herein, the Company Act and the relevant laws and regulations shall govern.

Article 28

The Article was agreed by all the promoters in founder’s meeting in September 1, 2000. The first revised was June 28, 2003. The second revised was August 26, 2003. The third revised was April 16, 2004. The fourth time revised was April 16, 2004. The fifth time revised was June 14, 2005. The sixth time revised was June 14, 2005. The seventh revised was June 19, 2006. The eighth revised was May 30, 2007. The ninth revised was May 30, 2008. The tenth revised was June 18, 2010. The eleventh revised was June 22, 2011. The twelfth revised was June 18, 2012. The thirteenth revised was May 27, 2016. The fourteenth revised was May 26, 2017. The fifteenth revised was May 29, 2019. The sixteenth revised was May 28, 2020. The seventeenth revised was May 27, 2022.

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Appendix III

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Shareholding of Directors

1. Paid-in capital of the Company is NTD$4,566,493,600, with a total of 456,649,360 outstanding shares.

  1. According to Article 26 of the Securities and Exchange Act, the minimum number of shares to be held by the entire directors is 16,000,000 shares.

  2. As of the date for suspending the share transfer for this shareholders meeting, the shareholding of each individual and entire directors stipulated in the shareholders roster is as follows:

Book closure date: March 30,2025 Book closure date: March 30,2025 Book closure date: March 30,2025 Book closure date: March 30,2025 Book closure date: March 30,2025
Position Name Shareholding when
elected
Current shareholding
Shares Shareholding
ratio(%)

Shares
Shareholding
ratio (%)
Chairman Liao, Sih-Jheng 172,000
0.04%

245,000

0.05%
Director Tong, Zi-Xian 240,000
0.05%

281,200

0.06%
Director Guo, Ming-Dong 521,795
0.11%

521,795

0.11%
Director Chen, He-Xu 403,002
0.09%

432,002

0.10%
Director Asuspower Investment Co. Ltd.
Representative: Zhang, Qian-Wei
55,556,221
12.23%
55,556,221
12.17%
Director Asustek Investment Co. Ltd.
Representative: Wu, Xiang-Xiang
58,233,091
12.81%
58,233,091
12.75%
Independent
Director

Lee, Ming-Yu
- - - -
Independent
Director

Chen, Liang-Ji
- - - -
Independent
Director

Hocheng, Hong
- - - -
Total 115,126,109
25.33%
115,269,309
25.24%

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Appendix IV

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Other Explanation Item

The acceptance of the shareholders' proposals for the shareholders meeting this year:

  1. According to Article 172-1 of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a shareholders' general meeting.

  2. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words, and more than one proposal or any proposal containing more than 300 words shall not be included in the agenda of the shareholders' meeting.

  3. The period for acceptance of shareholders' proposal: From March 21, 2025 to March 31, 2025; the information has been announced on the Market Observation Post System.

  4. The Company did not receive any shareholders' proposal during the aforesaid period.

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