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LARGAN AGM Information 2025

Jun 16, 2025

52244_rns_2025-06-16_c9b06732-cbc0-4570-8fc1-903ffeb40d51.pdf

AGM Information

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Stock No.:3008

Largan Precision Co., Ltd

2025 Annual General Shareholders’ Meeting

Meeting Agenda Handbook

(Translation)

June 6, 2025

Notice to readers:

This is a translation of the agenda for the 2025 Annual General Shareholders’ Meeting of Largan Precision Co., Ltd. The translation is for reference only. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

Table of Contents

Page Number

Page Number
1. Meeting Procedures...................................................................................................................... 1
2. General Shareholders’ Meeting Agenda....................................................................................... 2
3. Report Items ................................................................................................................................. 3
4. Proposals ...................................................................................................................................... 4
5. Discussions and Elections ............................................................................................................ 5
6. Extemporary Motions .................................................................................................................. 8
Attachments ......................................................................................................................................... 9
I.
2024 Business Report ................................................................................................... 9
II.
Audit Report of the Audit Committee ........................................................................ 10
III.
2024 Independent Auditors' Report, Parent Company Only Financial Statements, and
Consolidated Financial Statements ............................................................................ 11
IV.
2024 Earnings Distribution Table ............................................................................... 26
V.
Comparison Table of Revisions to the "Articles of Incorporation" ........................... 27
Appendices ......................................................................................................................................... 30
I.
Articles of Incorporation (Before Revision) .............................................................. 30
II.
Rules and Procedures of Shareholders' Meeting ........................................................ 37
III.
Procedures for Election of Directors .......................................................................... 40
IV.
Shareholding of Directors and Supervisors ................................................................ 42

Chapter 1. Largan Precision Co., Ltd. 2025 Annual General Shareholders’ Meeting Procedures

  1. Call Meeting to Order

  2. Chairman’s Address

  3. Report Items

  4. Proposals

  5. Discussion and Election Items

  6. Extemporary Motions

  7. Meeting Adjourned

-1-

Largan Precision Co., Ltd.

2025 Annual General Shareholders’ Meeting Agenda

Time: 9 a.m., June 6, 2025 (Friday)

Venue: No. 300, Chenggong W. Rd., Wuri Dist., Taichung City, (Nan Shan Life Insurance Company Ltd. Education & Training Center) Method of Meeting: Physical Meeting

  1. Call Meeting to Order (report number of shares in attendance)

  2. Chairman’s Address

  3. Report Items

  4. (1) 2024 Business Report.

  5. (2) Audit Report of the Audit Committee.

  6. (3) 2024 Employee and Director Compensation Report

  7. (4) 2024 Cash Dividend Earnings Distribution Report

  8. Proposals

  9. (1) 2024 Business Report and Financial Statements

  10. (2) 2024 Earnings Distribution

  11. Discussion and Election Items

  12. (1) Amendment to the "Articles of Incorporation".

  13. (2) Election of the 19th-term of Directors

  14. (3) Proposal of the release of newly elected directors from non-compete restrictions.

  15. Extemporary Motions

  16. Meeting Adjourned

-2-

Report Items

  1. 2024 Business Report

Description: Please refer to Attachment I on Page 9 of the Handbook.

  1. Audit Report of the Audit Committee

Description: Please refer to Attachment II on Page 10 of the Handbook.

  1. 2024 Employee and Director Compensation Report

Description: The compensation to directors and employees for 2024 are distributed in accordance with the Company's Articles of Incorporation. The compensation to directors is NT$349,895,476 and the compensation to employees is NT$4,665,273,020 both in cash.

  1. 2024 Cash Dividend Earnings Distribution Report

Description: In accordance with the Company's Articles of Incorporation, the Board of Directors is authorized to distribute cash dividends on a semi-annual basis. The following table shows the distribution of dividends for 2024:

2024 Dividend Payout Date
(Year/Month/Day)
Cash Dividends Per Share
(NT$)
Total Cash Dividends
(NT$)
First Half 2024/09/12 40 5,338,727,880
Second Half 2025/04/17 57.5 7,674,421,328
Total 97.5 13,013,149,208

-3-

Proposals

  • Item 1: Adoption of the 2024 Business Report and Financial Statements (Proposed by the Board of Directors)

  • Description:

  • (1)The Parent Company Only Financial Statements and Consolidated Financial Statements prepared and delivered by the Board of Directors have been audited by KPMG Taiwan. The Financial Statements and the Business Report have been reviewed and verified by the Audit Committee.

  • (2)Please refer to Attachment I on page 9 and Attachment III on pages 11-26 for the abovementioned Business Report, Auditors' Report and Financial Statements.

  • (3)The proposed reports and statements are submitted for adoption.

Resolution:

  • Item 2: Adoption of 2024 Earnings Distribution. (Proposed by the Board of Directors)

  • Description: The 2024 Earnings Distribution proposal was approved by the Board of Directors. Please refer to Attachment IV on page 27 for the Earnings Distribution Table.

Resolution:

-4-

Discussion and Election Items

  • Item 1: Discussion of amendments to the “Articles of Incorporation” for approval. (Proposed by the Board of Directors)

  • Description: To comply with the revised laws and regulations as well as actual operational needs, it is proposed to amend certain provisions of the Company’s “Articles of Association”. For a comparison of the revisions to the proposed amendments, please refer to Appendix 5 on page 28 of this Handbook.

Resolution:

  • Item 2: Election of the 19th-term of Directors (Proposed by the Board of Directors) Description:

  • (1) The term of the Company’s current Board of Directors will expire on June 7, 2025. A full re-election will be conducted at this General Shareholders’ Meeting.

  • (2) According to Article 16 of the Company’s Articles of Incorporation, nine directors (including three independent directors) shall be elected through the candidate nomination system. Shareholders shall elect the directors from the roster of nominated candidates.

  • (3) The new directors will serve a three-year term, from June 6, 2025 to June 5, 2028. The term of the current directors shall end upon conclusion of this General Shareholders’ Meeting.

  • (4) The proposed roster of director (including independent director) candidates has been approved by the Company’s Board of Directors on April 21, 2025. The relevant information is set out as follows:

List of
Director
Candidates
1 2 3 4 5 6
Name Mao Yu
Commemorate
Co., Ltd.
Representative:
En-Chou Lin
Mao Yu
Commemorate
Co., Ltd.
Representative:
En-Ping Lin
Chung-Jen
Liang
Ming-Yuan
Hsieh
You-Chih Huang Chun-Ming Chen
Number of
shares held
18,910,616
shares
18,910,616
shares
2,091,721
shares
3,606,585
shares
48,228
shares
119,446
shares
Education Degree in
Insurance and
Banking,
Tamkang
University
Master of
Business
Administration,
Dominican
University
Degree in
Finance,
National
Chengchi
University
Degree in
Applied
Mathematics,
Feng Chia
University
Masters in
Mechanical
Engineering,
Ph.D. in Computer

Science Ohio
State University
National Tsing Hua
University
Experience
Largan
Precision Co.,
Ltd. Chairman

Largan
Precision
Co., Ltd.
Supervisor
Largan
Precision Co.,
Ltd.
Director
Largan Precision
Co., Ltd.
CTO
Largan Precision
Co., Ltd.
Manager
Largan Precision

Co., Ltd.
CEO/Director
Current
Position
Largan
Precision Co.,
Ltd.
Director

Largan
Precision
Co., Ltd.
Director
Largan
Precision Co.,
Ltd.
Director
Largan Precision
Co., Ltd.
President/Director
Largan Precision
Co., Ltd.
Manager/Director
Largan Precision
Co., Ltd.
Chairman

-5-

List of Independent
Director Candidates
1 2 3
Name Chin-Fang Lin Kuang-Tao Chang Shu-Min Li
Number of shares held None None None
Education Department of
Electronic Engineering,
National Chin-Yi
University of
Technology
Master of Business
Administration,
University of Rochester
Master, College of
Social Sciences and
Management, National
Chung Hsing University
Experience Largan Precision Co.,
Ltd.
Vice President
Chairperson, Chuangyi
Investment Co., Ltd.
Chairperson, Ideaway
Internationl Co., Ltd.
Chairperson, Min Tong
Pharmaceutical Co., Ltd.
Director, 12CM Taiwan
Inc.
Taishin Securities
Vice President
Current Position None Chairperson, Chuangyi
Investment Co., Ltd.
Chairperson, Ideaway
Internationl Co., Ltd.
Director, Min Tong
Pharmaceutical Co., Ltd.
Independent Director,
Siward Crystal
Technology Co., Ltd.
Independent Director,
Winson Machinery
Casting Co., Ltd.
Supervisor, Kuen Tong
Industrial Co. Ltd.

Election results:

Item 3: Discussion on the proposal to release newly elected directors from noncompete restrictions. (Proposed by the Board of Directors)

Description:

  • (1) Article 209 of the Company Act stipulates: “A director who conducts any act for themselves or on behalf of another person that is within the scope of the company’s business shall explain to the shareholders’ meetings the essential details of such an act and secure its approval.”

  • (2) To leverage the expertise and relevant experience of the Company’s new directors, it is proposed to request the approval of the shareholders’ meeting in accordance with the law to release the Company’s new directors from non-compete restrictions.

-6-

(3) Details of the proposed release of non-compete restrictions on directors are as follows:

as follows:
Title Name Concurrent Positions
Corporate
Director
Representative
En-Chou
Lin
Supervisor,Mao Yu Commemorate Co.,Ltd.
Director, Largan Health Technology Inc.
Corporate En-Ping
Lin
Chairman,Largan Digital Co.,Ltd.
Director Chairman,Largan Medical Co.,Ltd.
Representative Director,Alpha HoldingInc.
Director,Beta International Limited
Director,Largan Health TechnologyInc.
Director,Largan Health AI-Tech Co.,Ltd.
Director,Mao Yu Commemorate Co.,Ltd.
Director,Largan Education Foundation
Director You-Chih
Huang
Representative of Corporate Chairperson, Photonicore Technologies Co.,
Ltd.
Representative of Corporate Chairperson, Taiwan Applied Crystal Co.,
Ltd.
Representative of Corporate Chairperson, Largan Energy Material Co.,
Ltd.
Director,Largan Education Foundation
Director Chun-
Ming Chen
Director,Largan Digital Co.,Ltd.
Director,Largan Medical Co.,Ltd.
Representative of Corporate Director,Largan EnergyMaterial Co.,Ltd.
Director Chung-Jen
Liang
Supervisor,Largan Digital Co.,Ltd.
Supervisor,Largen Medical Co.,Ltd.
Independent Kuang-Tao
Chang
Chairperson,Chuangyi Investment Co.,Ltd.
Director Chairperson,IdeawayInternational Co.,Ltd.
Director,Min TongPharmaceutical Co.,Ltd.
Director,12CM Taiwan Inc.
Independent
Director
Shu-Min
Li
Supervisor, Kuen Tong Industrial Co. Ltd.
Resolution:

-7-

Extemporary Motions

Meeting Adjourned

-8-

Attachment I

Largan Precision Co., Ltd.

2024 Business Report

In 2024, the Company's revenue was NT$59,457,553 thousand and net profit after tax was NT$25,915,410 thousand. The Company’s 2024 business results and 2025 business plan are summarized below:

  • I. 2024 Business Report

  • (I) Business results: In 2024, Largan Precision's consolidated revenue was NT$59,457,553 thousand, a 22% increase from NT$48,842,247 thousand in 2023; net profit after tax was NT$25,915,410 thousand, a 45% increase from NT$17,902,322 thousand in 2023. Net profit per share after tax was NT$194.17.

  • (II) Financial performance and profitability: Please refer to the Financial Statements in the attachment for the financial overview of 2024.

  • (III) Research and development: The Company invested a total of NT$5,246,696 thousand in research and development for the current year, which represented a 25% growth over NT$4,191,167 thousand in the previous year.

  • II. 2025 Business Plan

  • (I) Business strategy: Largan Precision upholds the business philosophy of "innovation, professionalism, speed, and flexibility." All employees continuously pursue discipline and growth in the face of a changing business environment, as they commit themselves to product development and quality improvement to create ongoing profit and growth.

  • (II) Production and sales forecast: The Company shall remain focused on the production and sales of mobile phone camera lenses, and actively enhance production technology and output, with the aim of maintaining the Company's advantages in production cost and making overall production and sales more competitive.

  • (III) Research and development plans: The Company shall continue to conduct research and development in mobile phone camera lenses. We will continue to expand our R&D team, product range, add new product lines, and improve the scale and quality of products. We shall also commit ourselves to the development of other product applications and improvement of manufacturing capabilities to maintain long-term competitiveness in the industry.

  • Largan Precision shall continue to work hard and adopt a spirit of constant innovation in the production of each product. We shall fully develop the Company's core expertise and continue to strengthen the Company's competitiveness to fulfill the expectations of our shareholders and the public, and we would like to express our sincere gratitude to all our customers, suppliers, shareholders and employees for the long-standing support.

Chairman: En-Ping Lin President: You-Chih Huang Chief Accounting Officer: Hsing-Ju Tsaur

-9-

Attachment II

Largan Precision Co., Ltd.

Audit Report of the Audit Committee

We hereby approve

The Board of Directors has prepared the Company's 2024 Business Report, Financial Statements and Dividend Distribution Proposal, among which the financial statements (including Parent Only Financial Statements and Consolidated Financial Statements) have been audited and completed by KPMG Taiwan. The Audit Committee has reviewed and verified the Financial Statements along with the Business Report and Earnings Distribution Proposal and found them to be compliant with applicable regulations. We hereby produce this report in accordance with Article 14-4 of the Security and Exchange Act and Article 219 of the Company Act for your review.

The above is respectfully submitted to

Largan Precision Co., Ltd. 2025 Annual General Shareholders’ Meeting

Chair of Audit Committee: Shan-Chieh Yen

February 24, 2025

-10-

Independent Auditors’ Report

To the Board of Directors of Largan Precision Co., Ltd.:

Opinion

We have audited the financial statements of Largan Precision Co., Ltd.(“the Company”), which comprise the balance sheet as of December 31, 2024 and 2023, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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 of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Inventory valuation

Please refer to Note 4(g), Note 5, and Note 6(g) for accounting policies, uncertainty of accounting estimates and assumptions, and related disclosures for inventory valuation.

Description of key audit matter:

Inventories are stated at the lower of cost or net realizable value. With the rapid development of technology, and significant changes in market demand, the severe volatility to sales may lead to risks, wherein the costs of inventories may exceed its net realizable values. Therefore, the valuation of inventories has been identified as one of the key audit matters.

-11-

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures include obtaining an inventory aging report, analyzing the movement of inventory aging and evaluating the reasonableness of the Company’ s accounting policies, such as allowance for inventory valuation and obsolescence; performing a retrospective test of the Company’s historical accuracy of judgments with reference to inventory valuation and comparing with the current period to evaluate the appropriateness of the estimation and assumptions used; examining whether the valuation of inventories is in compliance with the accounting policies of the Company; understanding the basis of the selling price the management used to ensure the reasonableness of net realizable value of inventories; reviewing sales in the subsequent period, as well as assessing the basis of the net realizable value the Company used to determine the sufficiency of allowance of inventories and whether the related disclosures are appropriate.

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 with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, 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 the Audit committee) are responsible for overseeing the Company’s financial reporting process.

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 parent company only financial statements.

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

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

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

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

-12-

  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 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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

  3. Obtain sufficient and appropriate audit evidence regarding the financial information on the investment in other entities accounted for using the equity method in order to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the 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 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.

The engagement partners on the audit resulting in this independent auditors’ report are Chang, Tzu-Hsin and Chen, Yen-Hui.

KPMG

Taipei, Taiwan (Republic of China) February 24, 2025

-13-

December 31, 2023 Amount
%
-
-
1,028
-
1,528,912
1
878,808
-
23,361,834
12
5,112
-
4,096,349
2
45,544
-
13,320
-
29,930,907
15
11,400
-
11,400
-
23,054
-
3,760
-
66,362
-
104,576
-
30,035,483
15
1,334,682
1
1,559,812
1
160,871,108
82
1,744,799
1
1,744,799
1
165,510,401
85
165,510,401
85
195,545,884
100
195,545,884
100
December 31, 2024 Amount
%
$ 203,446
-
1,917
-
1,640,804
1
1,221,926
1
24,688,891
12
8,999
-
3,101,294
1
29,964
-
13,572
-
30,910,813
15
458,192
-
27,472
-
3,381
-
55,793
-
544,838
-
31,455,651
15
1,334,682
1
1,561,989
1
175,969,471
81
4,652,800
2
183,518,942
85
$
214,974,593
100
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. Balance Sheets December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars) December 31, 2024
December 31, 2023
Assets
Amount
%
Amount
%
Liabilities and Equity
Current assets:
Current liabilities:
Cash and cash equivalents (Note 6(a) and (w))
$ 84,814,008
40
96,739,270
50
2100
Short-term borrowings (Note 6(m) and (w))
Current financial assets at fair value through profit or loss (Note 6(b) and (w))
1,104,247
1
1,866,565
1
2152
Other notes payable (Note 6(w))
Current financial assets at fair value through other comprehensive income
2170
Accounts payable (Note 6(w))
(Note 6(c) and (w))
4,845,516
2
4,396,324
2
2180
Accounts payable to related parties (Note 6(w) and 7)
Accounts receivable, net (Note 6(e) and (w))
7,777,231
4
7,994,879
4
2200
Other payables (Note 6(q) and (w))
Accounts receivable from related parties, net (Note 6(e), (w) and 7)
3,220,145
1
2,232,403
1
2220
Other payables to related parties (Note 6(w) and 7)
Other receivables(Note6(f) and (w))
804,881
-
851,647
-
2230
Current tax liabilities
Other receivables from related parties (Note6(f), (w) and 7)
29,180
-
33,279
-
2280
Current lease liabilities (Note 6(o) and (w))
Inventories (Note6(g))
4,748,997
2
3,856,388
2
2300
Other current liabilities
Other current assets (Note6(l))
153,122
-
145,529
-
Other current financial assets (Note 6(l), (w) and 8)
4,385,205
2
1,719,140
1
Non-Current liabilities:
111,882,532
52
119,835,424
61
2570
Deferred tax liabilities (Note 6(p))
Non-current assets:
2580
Non-current lease liabilities (Note 6(n) and (w))
Non-current financial assets at fair value through other comprehensive
2600
Other non-current liabilities (Note 6(w))
income (Note 6(c) and (w))
4,210,000
2
3,086,000
1
2640
Net defined benefit liabilities (Note 6(o))
Non-current financial assets at amortized cost (Note 6(d) and (w))
7,249,739
3
-
-
Investments accounted for using equity method(Note 6(h))
34,758,554
16
17,122,420
9
Total liabilities
Property, plant and equipment (Note 6(i) and 7)
45,872,785
22
40,801,230
21
Equity attributable to owners of parent: (Note 6(r))
Right-of-use assets (Note 6(j))
59,454
-
69,416
-
3110
Share capital
Intangible assets (Note 6(k))
301,470
-
226,378
-
3200
Capital surplus
Deferred tax assets (Note 6(p))
454,166
-
316,157
-
3300
Retained earnings
Other non-current assets (Note 6(l), (w) and 8)
2,631,046
1
3,124,776
2
3400
Other equity interest
Other non-current financial assets (Note 6(l), (w) and 8)
7,554,847
4
10,964,083
6
103,092,061
48
75,710,460
39
Total equity attributable to owners of parent
Total assets
$
214,974,593
100
195,545,884
100
Total liabilities and equity
1100 1110 1120 1170 1180 1200 1210 1310 1470 1476 1517 1536 1550 1600 1755 1780 1840 1900 1980

-14-

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD.

Statements of Comprehensive Income

For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

4000
Operating revenues (Note 6(t) and 7)
5000
Operating costs (Note 6(g), (o), (u) and 7)
5910
(Unrealized) realized profit from sales
5900
Gross profit from operations
6000
Operating expenses (Note 6(o), (u) and 7):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
Total operating expenses
6900
Operating income
7000
Non-operating income and expenses:
7100
Interest income (Note 6(v))
7010
Other income (Note 6(v) and 7)
7020
Other gains and losses (Note 6(v) and 7)
7050
Finance costs (Note 6(n) and (v))
7070
Share of profit (losses) of subsidiaries, assocaites, and joint ventures
accounted for using equity method
7900
Profit before income tax
7950
Less: Income tax expenses (Note 6(p))
Profit for the period
8300
Other comprehensive income:
8310
Components of other comprehensive income that will not be
reclassified to profit or loss
8311
Remeasurements of defined benefit obligation
8316
Unrealized gains on investments in equity instruments measured at fair
value through other comprehensive income
8349
Income tax related to components of other comprehensive income that
will not be reclassified to profit or loss
8360
Components of other comprehensive income that will be reclassified to
profit or loss
8361
Exchange differences on translation of foreign financial statements
8367
Unrealized gains on investments in debt instruments measured at fair
value through other comprehensive income
8399
Income tax related to components of other comprehensive income that
will be reclassified to profit or loss
Other comprehensive income (loss) for the period, net of tax
8500
Total comprehensive income for the period
Earnings per share (NT Dollars) (Note 6(s))
9750
Basic earnings per share
9850
Diluted earnings per share
2024
Amount
%
$ 58,969,746
100
28,424,859
48
30,544,887
52
(742,701)
(1)
29,802,186
51
263,673
-
1,485,378
3
4,747,495
8
6,496,546
11
23,305,640
40
3,744,238
6
138,566
-
3,652,370
6
(723)
-
841,253
2
8,375,704
14
31,681,344
54
5,765,934
10
25,915,410
44
5,547
-
1,376,639
2
-
-
1,382,186
2
1,508,200
3
12,853
-
-
-
1,521,053
3
2,903,239
5
$
28,818,649
49
$
194.17
$
191.44
2023
Amount
%
47,665,159
100
24,751,689
52
22,913,470
48
260,145
1
23,173,615
49
249,267
1
1,485,799
3
4,095,555
9
5,830,621
13
17,342,994
36
3,414,978
7
121,786
-
11,376
-
(1,037)
-
1,126,422
3
4,673,525
10
22,016,519
46
4,114,197
8
17,902,322
38
(6,706)
-
2,130,043
4
-
-
2,123,337
4
(21,801)
-
69,195
-
-
-
47,394
-
2,170,731
4
20,073,053
42
134.13
132.62

See accompanying notes to parent company only financial statements.

-15-

Total equity 155,109,100 155,109,100 - - (9,676,444) (9,676,444) (9,676,444) (9,676,444) 4,692 4,692 17,902,322 2,170,731 2,170,731 20,073,053 20,073,053 165,510,401 165,510,401 165,510,401 - (10,810,924) (10,810,924) (10,810,924) (10,810,924) 2,346 2,346 25,915,410 2,903,239 2,903,239 28,818,649 28,818,649 (1,530) (1,530) - 183,518,942 183,518,942
Total (432,638) - - - - - - 2,177,437 2,177,437 1,744,799 1,744,799 - - - - - 2,897,692 2,897,692 - 10,309 4,652,800
LARGAN PRECISION CO., LTD. Statements of Changes in Equity For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars) Other equity interest Retained earnings
Unrealized gains
(losses) on Exchange
financial assets
differences on
measured at fair
Unappropriated
translation of
value through other
Share
Capital
Legal
Special
retained
foreign financial
comprehensive
Capital
surplus
reserve
reserve
earnings
Total
statements
income
1,334,682
1,555,120
23,173,169
1,641,270
127,837,497
152,651,936
(684,385)
251,747
-
-
2,823,645
-
(2,823,645)
-
-
-
-
-
-
(1,641,270)
1,641,270
-
-
-
-
-
-
-
(9,676,444)
(9,676,444)
-
-
-
-
2,823,645
(1,641,270)
(10,858,819)
(9,676,444)
-
-
-
4,692
-
-
-
-
-
-
-
-
-
-
17,902,322
17,902,322
-
-
-
-
-
-
(6,706)
(6,706)
(21,801)
2,199,238
-
-
-
-
17,895,616
17,895,616
(21,801)
2,199,238
1,334,682
1,559,812
25,996,814
-
134,874,294
160,871,108
(706,186)
2,450,985
1,334,682
1,559,812
25,996,814
-
134,874,294
160,871,108
(706,186)
2,450,985
-
-
2,151,769
-
(2,151,769)
-
-
-
-
-
-
-
(10,810,924)
(10,810,924)
-
-
-
-
2,151,769
(12,962,693)
(10,810,924)
-
-
-
2,346
-
-
-
-
-
-
-
-
-
-
25,915,410
25,915,410
-
-
-
-
-
-
5,547
5,547
1,508,200
1,389,492
-
-
-
-
25,920,957
25,920,957
1,508,200
1,389,492
-
(169)
-
-
(1,361)
(1,361)
-
-
-
-
-
-
(10,309)
(10,309)
-
10,309
1,334,682
1,561,989
28,148,583
-
147,820,888
175,969,471
802,014
3,850,786
$ $ $ $
Balance at January 1, 2023 Appropriation and distribution of retained earnings: Legal reserve Special reserve Cash dividends of common stock Other changes in capital surplus Profit for the period Other comprehensive income for the period Total comprehensive income for the period Balance at December 31, 2023 Balance at January 1,2024 Appropriation and distribution of retained earnings: Legal reserve Cash dividends of common stock Other changes in capital surplus Profit for the period Other comprehensive income for the period Total comprehensive income for the period Changes in ownership interests in subsidiaries Disposes of investment in equity instruments measured at fair value through other comprehensive income Balance at December 31, 2024

-16-

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD.

Statements of Cash Flows

For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

2024
Cash flows from operating activities:
Profit before income tax
$ 31,681,344
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
5,846,143
Amortization expense
180,679
Interest expense
723
Interest income
(3,744,238)
Dividend income
(101,669)
Share of profit of subsidiaries associates and joint ventures accounted for using equity method
(841,253)
Profit on disposal of property, plant and equipment
(283)
Unrealized foreign exchange profit
(492,276)
Unrealized (realized) profit from sales
742,701
Total adjustments to reconcile profit
1,590,527
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease (increase) in financial assets measured at fair value through profit or loss
762,318
Increase in accounts receivable (including from related parties)
(770,094)
(Increase) decrease in inventories
(892,609)
(Increase) decrease in other current assets
(57,881)
Total changes in operating assets
(958,266)
Changes in operating liabilities:
Increase in other notes payable
889
Increase (decrease) in accounts payable (including to related parties)
455,010
Increase in other current liabilities
1,335,501
Decrease in net defined benefit liabilities
(5,022)
Total changes in operating liabilities
1,786,378
Total changes in operating assets and liabilities
828,112
Cash inflow generated from operations
34,099,983
Interest received
3,814,197
Dividends received
101,669
Interest paid
(713)
Income taxes paid
(6,447,823)
Net cash flows from operating activities
31,567,313
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
(1,088)
Proceeds from disposal of financial assets at fair value throug other comprehensive income
19,919
Acquisition of financial assets at amortized cost
(6,914,743)
Acquisition of investments accounted for using equity method
(16,167,850)
Acquisition of property, plant and equipment
(10,876,595)
Proceeds from disposal of property, plant and equipment
283
Decrease in refundable deposits
702
Decrease (increase) in other non-current assets
493,028
Acquisition of intangible assets
(255,771)
Decrease in other financial assets
743,171
Dividends received
116,933
Net cash flows used in investing activities
(32,842,011)
Cash flows from financing activities:
Increase (decrease) in short-term borrowings
212,346
Decrease in guarantee deposits received
(379)
Payment of lease liabilities
(53,953)
Cash dividends paid
(10,810,924)
Overdue dividend transferred to capital surplus
2,346
Net cash flows used in financing activities
(10,650,564)
Net decrease in cash and cash equivalents
(11,925,262)
Cash and cash equivalents at beginning of period
96,739,270
Cash and cash equivalents at end of period
$
84,814,008
2023
22,016,519
5,249,989
120,664
1,037
(3,414,978)
(83,236)
(1,126,422)
(38,654)
(8,745)
(260,145)
439,510
(466,274)
(2,707,486)
525,405
82,736
(2,565,619)
1,028
(91,438)
126,216
(1,622)
34,184
(2,531,435)
19,924,594
3,182,938
83,236
(1,037)
(4,740,489)
18,449,242
(1,318,925)
-
-
(2,527,030)
(8,146,832)
154,672
6,086
(336,196)
(201,501)
437,780
924,439
(11,007,507)
(18,819)
(247)
(52,898)
(9,676,444)
4,692
(9,743,716)
(2,301,981)
99,041,251
96,739,270

See accompanying notes to parent company only financial statements.

-17-

Independent Auditors’ Report

To the Board of Directors of Largan Precision Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Largan Precision Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2024 and 2023, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Inventory valuation

Please refer to Note 4(h), Note 5, and Note 6(g) for accounting policies, uncertainty of accounting estimates and assumptions, and related disclosures for inventory valuation.

-18-

Description of key audit matter:

Inventories are stated at the lower of cost or net realizable value. With the rapid development of technology, and significant changes in market demand, the severe volatility to sales may lead to risks, wherein the costs of inventories may exceed its net realizable values. Therefore, the valuation of inventories has been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures include obtaining an inventory aging report, analyzing the movement of inventory aging and evaluating the reasonableness of the Group’ s accounting policies, such as allowance for inventory valuation and obsolescence; performing a retrospective test of the Group’s historical accuracy of judgments with reference to inventory valuation and comparing with the current period to evaluate the appropriateness of the estimation and assumptions used; examining whether the valuation of inventories is in compliance with the accounting policies of the Group; understanding the basis of the selling price the management used to ensure the reasonableness of net realizable value of inventories; reviewing sales in the subsequent period, as well as assessing the basis of the net realizable value the Group used to determine the sufficiency of allowance of inventories and whether the related disclosures are appropriate.

Other Matter

The Company has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2024 and 2023, on which we have issued an unmodified opinion.

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 with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the 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 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.

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.

-19-

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

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

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

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

  4. 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.

  5. 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.

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

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

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

-20-

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.

The engagement partners on the audit resulting in this independent auditors’ report are Chang, Tzu-Hsin and Chen, Yen-Hui.

KPMG

Taipei, Taiwan (Republic of China) February 24, 2025

Notes to Readers

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

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

-21-

December 31, 2023 Amount
%
Amount
%
-
-
1,028
-
1,611,912
1
118,754
-
23,512,043
12
1,082
-
4,134,903
2
51,999
-
85,601
-
29,517,322
15
11,400
-
28,563
-
3,760
-
66,362
-
110,085
-
29,627,407
15
1,334,682
1
1,559,812
1
160,871,108
82
1,744,799
1
165,510,401
85
-
-
165,510,401
85
195,137,808
100
December 31, 2024 Amount
%
$ 203,446
-
2,142
-
1,854,065
1
509
-
25,245,147
12
3,650
-
3,184,323
1
45,433
-
39,361
-
30,578,076
14
460,689
-
40,020
-
4,636
-
55,793
-
561,138
-
31,139,214
14
1,334,682
1
1,561,989
1
175,969,471
81
4,652,800
2
183,518,942
85
1,868,664
1
185,387,606
86
$
216,526,820
100
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars) December 31, 2024
December 31, 2023
Amount
%
Amount
%
Liabilities and Equity
Current liabilities: $ 113,658,347
52
107,489,900
55
4,326,508
2
4,165,016
2
5,634,914
3
5,142,001
3
2100
Short-term borrowings (Note 6(n) and (x))
2152
Other notes payable (Note 6(x))
2170
Accounts payable (Note 6(x))
2180
Accounts payable to related parties (Note 6(x) and 7)
2200
Other payables (Note 6(r) and (x))
11,611
-
-
-
2220
Other payables to related parties (Note 6(x) and 7)
10,345,756
5
10,003,139
5
2230
Current tax liabilities
2,878
-
88,318
-
2280
Current lease liabilities (Note 6(o) and (x))
946,398
-
956,375
-
2300
Other current liabilities
-
-
12,591
-
391
-
144
-
Non-Current liabilities:
5,733,120
3
4,590,985
3
2570
Deferred tax liabilities (Note 6(q))
717,525
-
152,532
-
2580
Non-current lease liabilities (Note 6(o) and (x))
4,386,705
2
1,720,140
1
2600
Other non-current liabilities (Note 6(x))
145,764,153
67
134,321,141
69
2640
Net defined benefit liability, non-current (Note 6(p))
Total liabilities 4,267,238
2
3,119,488
1
Equity:
8,168,765
4
427,152
-
Equity attributable to owners of parent (Note 6(s)):
23,926
-
1,369,213
1
3110
Share capital
46,935,885
22
41,135,130
21
3200
Capital surplus
97,530
-
92,146
-
3300
Retained earnings
504,623
-
238,909
-
3400
Other equity interest
489,094
-
316,157
-
Total equity attributable to owners of parent
2,720,759
1
3,154,389
2
Non-controlling interests:
7,554,847
4
10,964,083
6
36XX
Non-controlling interests(note 6(h))
70,762,667
33
60,816,667
31
Total equity
$
216,526,820
100
195,137,808
100
Total liabilities and equity
Assets Current assets:
Cash and cash equivalents (Note 6(a) and (x))
Current financial assets at fair value through profit or loss
(Note 6(b) and (x))
Current financial assets at fair value through other comprehensive income
(Note 6(c) and (x))
Notes receivable, net(Note 6(e) and (x)) Accounts receivable, net (Note 6(e) and (x)) Accounts receivable from related parties, net (Note 6(e), (x) and 7) Other receivables (Note 6(f) and (x)) Other receivables from related parties (Note 6(f),and (x) and 7) Current tax assets Inventories (Note 6(g)) Other current assets (Note 6(m)) Other current financial assets (Note 6(m), (x) and 8) Non-current assets: Non-current financial assets at fair value through other comprehensive income (Note 6(c) and (x)) Non-current financial assets at amortized cost (Notel 6(d) and (x)) Investments accounted for using equity method (Note 6(i)) Property, plant and equipment (Note 6(j) and 7) Right-Of-Use assets (Note 6(k)) Intangible assets (Note 6(l)) Deferred tax assets (Note 6(q)) Other non-current assets (Note 6(m), (x) and 8) Other non-current financial assets (Note 6(m), (x) and 8) Total assets
1100
1110
1120
1150 1170 1180 1200 1210 1220 1310 1470 1476 1517 1536 1550 1600 1755 1780 1840 1900 1980

-22-

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2024
Amount
4000
Operating revenue(Note 6(u) and 7)
$ 59,457,553
5000
Operating costs (Note6(g),(p),(v) and 7)
28,248,244
31,209,309
5910
Unrealized profit from sales
-
5900
Gross profit from operations
31,209,309
6000
Operating expenses((Note6(p),(v) and 7)
6100
Selling expenses
398,792
6200
Administrative expenses
1,531,290
6300
Research and development expenses
5,246,696
Total operating expenses
7,176,778
6900
Operating income
24,032,531
7000
Non-operating income and expenses:
7100
Interest income (Note 6(w))
4,405,000
7010
Other income (Note 6(w) and 7)
105,500
7020
Other gains and losses (Note 6(w) and 7)
3,632,317
7050
Finance costs (Note 6(o) and (w))
(1,248)
7060
Share of profit of associates and joint ventures accounted for using equity method, net
(Note 6(i))
270
8,141,839
7900
Profit before income tax
32,174,370
7950
Less: Income tax expenses (Note 6(q))
5,963,418
Profit for the period
26,210,952
8300
Other comprehensive income:
8310
Components of other comprehensive income that will not be reclassified to profit or loss
8311
Remeasurements of defined benefit obligation
5,547
8316
Unrealized gains on investments in equity instruments measured at fair value through other
comprehensive income
1,375,801
8349
Income tax related to components of other comprehensive income that will not be
reclassified to profit or loss
-
1,381,348
8360
Components of other comprehensive income that will be reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
1,521,602
8367
Unrealized gains on investments in debt instruments measured at fair value through other
comprehensive income
12,853
8399
Income tax related to components of other comprehensive income that will be reclassified
to profit or loss
-
1,534,455
Other comprehensive income for the period, net of tax
2,915,803
8500
Total comprehensive income for the period
$
29,126,755
Profit (loss), attributable to:
8610
Owners of parent
$ 25,915,410
8620
Non-controlling interests
295,542
$
26,210,952
Comprehensive income attributable to:
8710
Owners of parent
$ 28,818,649
8720
Non-controlling interests
308,106
$
29,126,755
Earnings per share(NT Dollars)(Note 6(t))
9750
Basic earnings per share
$
9850
Diluted earnings per share
$
2024 %
100
48
52
-
52
1
3
8
12
40
8
-
6
-
-
14
54
10
44
-
2
-
2
3
-
-
3
5
49
44
-
44
48
1
49
194.17
191.44
2023
Amount
48,842,247
25,036,696
23,805,551
(11,867)
23,793,684
290,626
1,504,478
4,191,167
5,986,271
17,807,413
3,934,655
104,351
44,671
(1,143)
212,034
4,294,568
22,101,981
4,199,659
17,902,322
(6,706)
2,130,043
-
2,123,337
(21,801)
69,195
-
47,394
2,170,731
20,073,053
17,902,322
-
17,902,322
20,073,053
-
20,073,053
%
100
51
49
-
49
1
3
9
13
36
8
-
-
-
1
9
45
8
37
-
4
-
4
-
-
-
-
4
41
37
-
37
41
-
41
134.13
132.62

See accompanying notes to consolidated financial statements.

-23-

Total equity 155,109,100 155,109,100 - - (9,676,444) (9,676,444) (9,676,444) (9,676,444) 4,692 4,692 17,902,322 2,170,731 2,170,731 20,073,053 20,073,053 165,510,401 165,510,401 165,510,401 165,510,401 - (10,810,924) (10,810,924) (10,810,924) (10,810,924) 2,346 2,346 26,210,952 2,915,803 2,915,803 29,126,755 29,126,755 - - 1,559,028 1,559,028 185,387,606 185,387,606
Non- controlling interests - - - - - - - - - - - - - - - 295,542 12,564 308,106 1,530 - 1,559,028 1,868,664
Total equity attributable to owners of the parent 155,109,100 - - (9,676,444) (9,676,444) 4,692 17,902,322 2,170,731 20,073,053 165,510,401 165,510,401 - (10,810,924) (10,810,924) 2,346 25,915,410 2,903,239 28,818,649 (1,530) - - 183,518,942
Total (432,638) - - - - - - 2,177,437 2,177,437 1,744,799 1,744,799 - - - - - 2,897,692 2,897,692 - 10,309 - 4,652,800
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars) Equity attributable to owners of parent Other equity interest Retained earnings
Unrealized gains
Exchange
(losses) on financial
differences on
assets measured at
Unappropriated
translation of
fair value through
Legal
Special
retained
foreign financial
other comprehensive
Capital surplus
reserve
reserve
earnings
Total
statements
income
1,555,120
23,173,169
1,641,270
127,837,497
152,651,936
(684,385)
251,747
-
2,823,645
-
(2,823,645)
-
-
-
-
-
(1,641,270)
1,641,270
-
-
-
-
-
-
(9,676,444)
(9,676,444)
-
-
-
2,823,645
(1,641,270)
(10,858,819)
(9,676,444)
-
-
4,692
-
-
-
-
-
-
-
-
-
17,902,322
17,902,322
-
-
-
-
-
(6,706)
(6,706)
(21,801)
2,199,238
-
-
-
17,895,616
17,895,616
(21,801)
2,199,238
1,559,812
25,996,814
-
134,874,294
160,871,108
(706,186)
2,450,985
1,559,812
25,996,814
-
134,874,294
160,871,108
(706,186)
2,450,985
-
2,151,769
-
(2,151,769)
-
-
-
-
-
-
(10,810,924)
(10,810,924)
-
-
-
2,151,769
-
(12,962,693)
(10,810,924)
-
-
2,346
-
-
-
-
-
-
-
-
-
25,915,410
25,915,410
-
-
-
-
-
5,547
5,547
1,508,200
1,389,492
-
-
-
25,920,957
25,920,957
1,508,200
1,389,492
(169)
-
-
(1,361)
(1,361)
-
-
-
-
-
(10,309)
(10,309)
-
10,309
-
-
-
-
-
-
-
1,561,989
28,148,583
-
147,820,888
175,969,471
802,014
3,850,786
Share Capital 1,334,682 - - - - - - - - 1,334,682 1,334,682 - - - - - - - - - - 1,334,682
$ $ $ $
Balance at January 1, 2023 Appropriation and distribution of retained earnings: Legal reserve Special reserve Cash dividends of common stock Other changes in capital surplus Profit for the year Other comprehensive income for the period Total comprehensive income for the period Balance at December 31, 2023 Balance at January 1,2024 Appropriation and distribution of retained earnings: Legal reserve Cash dividends of common stock Other changes in capital surplus Profit for the period Other comprehensive income for the period Total comprehensive income for the period Changes in ownership interests in subsidiaries Disposes of investment in equity instruments measured at fair value through other comprehensive income Changes in non-controlling interests Balance at December 31, 2024

-24-

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Profit before income tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Interest expense
Interest income
Dividend income
Share of profit of associates and joint ventures accounted for using equity method
Profit on disposal of property, plant and equipment
Unrealized foregin exchange gain
Unrealized profit from sales
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease (increase) in financial assets mandatorily measured at fair value through profit or loss
Decrease in notes receivable
Increase in accounts receivable (including from related parties)
(Increase) decrease in inventories
Increase in other current assets
Total changes in operating assets
Changes in operating liabilities:
Increase in other notes payable
Increase in accounts payable (including to related parties)
Increase in other current liabilities
Decrease in net defined benefit liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of financial assets at amortized cost
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
(Increase) decrease in refundable deposits
Decrease (increase) in other non-current assets
Acquisition of intangible assets
Cash inflows from business combination
Decrease in other financial assets
Dividends received
Net cash flows used in investing activities
Cash flows from financing activities:
Increase (decrease) in short-term borrowings
Decrease in guarantee deposits received
Payment of lease liabilities
Cash dividends paid
Overdue dividend transferred to capital surplus
Changes in non-controlling interests
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to consolidated financial statements.

-25-

Attachment IV

Largan Precision Co., Ltd.

2024 Earnings Distribution Table

Unit: NT$

Amount Amount
Item
Subtotal Subtotal
Beginning Balance 128,311,028,626
Add: Changes in the remeasurement of
the determined benefit plans for
the period
5,546,537
Less: Disposal of investments in equity
instruments measured at fair value
through other comprehensive
income

(10,309,295)
Less: Recognition of changes in
ownership interests in subsidiaries
(1,361,385)
Add: Net income after tax for the
current year
25,915,409,817
Earnings available for distribution 154,220,314,300
Less: Appropriation for legal reserve
Amount appropriated in the first half
of 2024

(1,060,698,888)
Difference for the year (1,530,229,679)
Distribution items:
Less: Dividends to shareholders - cash
(Note)
Earnings distribution resolved for
the first half of 2024 (NT$40/share)
(5,338,727,880)
Earnings distribution resolved for
the second half of 2024
(NT$57.5/share)
(7,674,421,328)
Undistributed earnings at the end of 138,616,236,525

the period

Note: The Company’s 2024 earnings shall be distributed first.

Chairman: En-Ping Lin

President: You-Chih Huang Chief Accounting Officer: Hsing-Ju Tsaur

-26-

Attachment V

Largan Precision Co., Ltd.

Comparison of the Articles of Incorporation Before and After Amendment

Before Amendment After Amendment Explanation
Article 19
The Board of Directors shall be
formed by the Directors. The
Chairman~~and Vice Chairman~~shall
be elected by a majority of votes in
a meeting attended by over two-
thirds of the Directors. The Board
of Directors shall execute all
matters
of
the
Company
in
accordance with applicable laws,
regulations,
these
Articles
of
Incorporation,
and
resolutions
adopted at shareholders’ meeting
and bytheBoard of Directors.
Article 19
The Board of Directors shall be
formed by the Directors. The
Chairman shall be elected by a
majority of votes in a meeting
attended by over two-thirds of the
Directors. The Board of Directors
shall execute all matters of the
Company in accordance with
applicable laws, regulations, these
Articles of Incorporation, and
resolutions
adopted
at
shareholders’ meetings and by the
Board of Directors.
To align with the
actual business
requirements of the
Company
Article 20
The Company’s business strategies
and other important matters shall be
decided by resolutions adopted by
the Board of Directors. The first
meeting of the Board of Directors
for each new term shall be
convened
in
accordance
with
Article 203 of the Company Act.
Other meetings shall be convened
and presided over by the Chairman.
If the Chairman is unable to
perform his/her duties,~~the Vice~~
~~Chairman~~
~~shall~~
~~act~~
~~on~~
~~the~~
~~Chairman's behalf. If the Vice~~
~~Chairman is also unavailable or~~
~~unable to perform his/her duties,~~the
Chairman shall designate one of the
Directors to act on his/her behalf. In
the absence of such a designation,
the Directors shall elect from
among
themselves
an
acting
Chairmanof theBoard of Directors.
Article 20
The
Company’s
business
strategies and other important
matters shall be decided by
resolutions adopted by the Board
of Directors. The first meeting of
the Board of Directors for each
new term shall be convened in
accordance with Article 203 of the
Company Act. Other meetings
shall be convened and presided
over by the Chairman. If the
Chairman is unable to perform
his/her duties, the Chairman shall
designate one of the Directors to
act on his/her behalf. In the
absence of such a designation, the
Directors shall elect from among
themselves an acting Chairman of
the Board of Directors.
To align with the
actual business
requirements of the
Company
Article 26
In the event the Company makes
profits (i.e. profit before tax and
before compensation distribution to
the employees and directors) in any
fiscal year, it shall set aside 1% to
30%of theprofits as employee
Article 26
In the event the Company makes
profits (i.e. profit before tax and
before compensation distribution
to the employees and directors) in
any fiscal year, it shall set aside
1%to 30%of theprofits as
Amended in
compliance with
Article 14, Paragraph
6 of the Securities
and Exchange Act

-27-

Before Amendment After Amendment Explanation
compensation and no higher than
5% of the profits as directors
compensation.
If
there
are
cumulative losses, the Company
shall reserve a sufficient amount to
offset such losses.
Employees
and
directors
compensation shall be resolved by a
majority vote at a Board of Director
meeting attended by two thirds of
the total number of directors and
shall
be
reported
to
the
Shareholders' Meeting. The Board
of
Directors
may
resolve
to
distribute employee compensation
in stocks or cash and the recipients
may
include
employees
of
subsidiaries
of
the
Company
meeting certain requirements set by
the Board of Directors.
~~Before the establishment of the~~
~~Company’s Audit Committee, the~~
~~percentage~~
~~appropriated~~
~~for~~
~~Supervisor compensation shall be~~
~~determined in accordance with~~
~~Paragraph 1~~.
employee compensation and no
higher than 5% of the profits as
directors compensation. If there
are
cumulative
losses,
the
Company shall reserve a sufficient
amount to offset such losses.
Of the aforementioned employee
compensation amount, at least
50% shall be allocated to entry-
level employees.
Employees
and
directors
compensation shall be resolved by
a majority vote at a Board of
Director meeting attended by two
thirds of the total number of
directors and shall be reported to
the Shareholders' Meeting. The
Board of Directors may resolve to
distribute employee compensation
in stocks or cash and the recipients
may
include
employees
of
subsidiaries of the Company
meeting certain requirements set
by the Board of Directors.
Article 26-1
(Omitted)
Pursuant to Article 241 of Company
Act, the Company may distribute its
legal reserve and capital reserve, in
whole or in part, by issuing new
shares or by cash to its shareholders
in proportion to the number of
shares being held by each of them in
the method specified above.
As
the
Company
experiences
constant changes in the business
environment and is at a stage of
stable growth, the Company’s
dividend policy depends on factors
such as future fund requirements,
long-term financial plans, future
capital
expenditures
and
maximization
of
shareholder
interests. The Company may retain
a portion of earnings based on
operational requirements and the
remaining
amount
shall
be
distributedincash and stock
Article 26-1
(Omitted)
Pursuant
to Article
241
of
Company Act, the Company may
distribute its legal reserve and
capital reserve, in whole or in part,
by issuing new shares or by cash
to its shareholders in proportion to
the number of shares being held
by each of them in the method
specified above.
As the Company experiences
constant changes in the business
environment and is at a stage of
stable growth, the Company’s
dividend
policy
depends
on
factors such as future fund
requirements, long-term financial
plans, future capital expenditures
and maximization of shareholder
interests. The Company may
retain a portion of earnings based
on operational requirements and
theremainingamountshallbe
To align with the
actual business
requirements of the
Company

-28-

Before Amendment After Amendment Explanation
dividends. The amount of dividends
distributed to shareholders shall be
no less than~~10%~~of distributable
earnings of the current year, and no
less than 30% of the shareholders’
dividends shall be in the form of
cash.
distributed in cash and stock
dividends.
The
amount
of
dividends
distributed
to
shareholders shall be no less than
30% of the distributable earnings
for the fiscal year (which refer to
the year’s earnings after offsetting
accumulated losses from previous
years and deducting allocations
for legal reserves and special
reserves, excluding undistributed
earnings from previous years and
any
amounts
reversed
from
special reserves), and no less than
30%
of
the
shareholders’
dividends shall be in the form of
cash.
Article 29
(Omitted)
The 37th amendment was made on
June 12, 2018.
The 38th amendment was made on
June 12, 2019.
The 39th amendment was made on
August 25, 2021.
The 40th amendment was made on
June 8, 2022.
These Articles of Incorporation
shall be effective and implemented
following
approval
from
the
shareholders’ meeting.
Article 29
(Omitted)
The 37th amendment was made
on June 12, 2018.
The 38th amendment was made
on June 12, 2019.
The 39th amendment was made
on August 25, 2021.
The 40th amendment was made
on June 8, 2022.
The 41st amendment was made
on June 6, 2025.
These Articles of Incorporation
shall be effective and
implemented following approval
from the shareholders’ meeting.
To add the date and
the number of times
amendments have
been made

-29-

Appendix

Appendix I (Before Revision)

Largan Precision Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is incorporated as a company limited by shares under the Company Act of the Republic of China, and its name is 大立光電股份有限公司. The Company's name in English is Largan Precision Co., Ltd. Article 2: The Company engages in the following businesses: 1. CE01010 Photographic and optical equipment manufacturing. 2. CQ01010 Die manufacturing. 3. F601010 Intellectual property 4. F113030 Wholesale of precision instruments

  1. F401010 International trade.

  2. I501010 Product designing 7. CF01011 Medical materials and equipment manufacturing. 8. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2-1: The total amount of the Company's investments in other entities may exceed 40% of its paid-in capital, and is not subject to the restriction of total investment amount stipulated in Article 13 of the Company Act.

  • Article 2-2: The Company may provide guarantees for companies in the same industry specified above, and provide endorsement and guarantee for loans funded from government authorities and financial institutions when necessary for its operations.

  • Article 3: The Company's head office is established in Taichung City. When necessary, the Company may establish branch offices domestically or overseas, subject to resolution by its Board of Directors.

  • Article 4: The Company's public announcements shall be made pursuant to Article 28 of the Company Act.

  • Chapter 2 Shares

  • Article 5: The total capital stock of the Company is in the amount of two billion New Taiwan Dollars (NT$2,000,000,000) divided into 200 million (200,000,000) common shares, at a par value of Ten New Taiwan Dollars (NT$10) each. The Board of Directors is authorized to issue the shares in multiple installments. A total of NT$100,000,000 totaling 10 million (10,000,000) shares of the aforementioned capital shall be reserved for the issuance of employee stock options at NT$10 per share, and may be issued in installments upon resolution by the Board of Directors.

-30-

Article 6: The Company's share certificates shall be name bearing, and The Company's share certificates shall be name bearing, and The Company's share certificates shall be name bearing, and registered, signed or sealed registered, signed or sealed registered, signed or sealed
by the Director representative of the Company. The share certificates shall be issued
after certification by banks competent to serve as attesters for the issuance of share
certificates.
The Company may be exempted from printing share certificates for the shares issued.
The Company not printing its share certificate shall register the issued stock with the
securities depository and custodian institution. Requirements in the two preceding
paragraphs shall not apply.
Article 7: The Company shall administer all shareholder services in accordance with the
"Regulations Governing the Administration of Shareholder Services of Public
Companies" and related regulations.
Article 8: In the event of reissue of share certificates due to loss or damage, the Company may
charge a fee to cover the cost and the applicable stamp duty.
Article 9: Share transfer registration shall be suspended 60 days prior to the convening date of a
regular shareholders' meeting, or 30 days prior to the convening date of a special
shareholders' meeting, or 5 days prior to the record date on which dividends, bonuses or
other benefits are scheduled for distribution by the Company.
Article 9-1: Transfer of shares to employees at prices below the Company's actual average
repurchase price or issue of employee stock options below the market price (net worth
per share) are subject to a shareholders' meeting resolution and must be resolved with
the presence of shareholders representing more than one- half of the total number of
outstanding shares, and voted in favor by more than two-thirds of votes present.

Chapter 3 Shareholders’ Meeting

  • Article 10: Shareholders’ meeting shall be of two types: general meetings and special meetings. General shareholders’ meetings are convened annually within six months after the end of each fiscal year. Special meetings shall be convened according to the law when necessary. The notice for convening a shareholders' meeting shall be given to each shareholders 30 days before a general meeting and 15 days before a special meeting. The date, location, and purpose of the meeting shall be notified to all shareholders. The notices for the shareholders' meeting prescribed in the preceding paragraph may be distributed in electronic form, subject to agreement by the recipient thereof.

  • The Company’s shareholders’ meetings can be held by video conference or other methods announced by the central competent authority.

  • Article 11: A shareholder who cannot attend a shareholders' meeting may appoint a proxy to attend on his/her behalf by executing a power of attorney in accordance with Article 177 of the Company Act.

  • Article 12: Where a shareholders' meeting is convened by the Board of Directors, the meeting shall be presided over by the Chairman of the Board. In case of his absence, the Chairman shall designate a Director to act on his behalf. In the absence of such designation, the

-31-

Directors shall elect one person from among themselves to serve as chairman of the meeting. For shareholders' meetings convened by any other person having the convening right other than the Board of Directors, he/she will act as the chairman of that meeting, however, if there are two or more persons having the convening right, the chairman of the meeting shall by elected from among themselves.

  • Article 13: All shareholders are entitled to one vote for each share held, except for shares that have no voting power under the circumstances stipulated in Article 179 of the Company Act.

  • Article 14: Unless otherwise provided for in the Company Act, a resolution shall be adopted if voted in favor by a majority of votes by attending shareholders representing more than onehalf of the total number of voting shares.

  • Article 15: Resolutions made during the shareholders' meeting shall be recorded in the minutes in accordance with Article 183 of the Company Act.

  • Chapter 4 Directors and Audit Committee

  • Article 16: The Company shall have seven to nine Directors. The term of office for Directors shall be three years and all shall be eligible for re-election. The total proportion of shares held by all Directors of the Company shall be subject to regulations prescribed by the securities authority. The Company shall have, among the aforementioned Directors, at least three independent Directors, and the number of Independent Directors shall not be less than one-fifth of the total number of Directors. The Company's Directors shall be elected by the shareholders from among the nominees listed in the roster of candidates based on a candidate nomination system. The "Directors" referred to in these Articles of Incorporation include Independent Directors. The candidate nomination system shall be implemented in accordance with Article 1921 of the Company Act.

  • Article 16-1: Meetings of the Board of Directors shall be convened quarterly and Directors shall be notified of the purpose of the meeting at least seven days in advance. A meeting may be convened at any time in case of urgent circumstances. The notice for a Board of Directors meeting may be made in writing, or by facsimile, email, or other methods.

  • Article 17: In the case that the number of vacancies on the Board of Directors reaches one-third of the total number of Directors, then the Board of Directors shall convene, within 60 days, a special shareholders’ meeting to elect succeeding Directors or Supervisors to fill such vacancies; the term of office of the newly elected members shall be the same as remaining term of the predecessor.

  • Article 18: In case election of the Board of Directors cannot be completed before the expiration of the term of office, the term of office for the existing Directors shall be extended until

-32-

the new Directors elect assume office. the new Directors elect assume office. the new Directors elect assume office.
Article 19: The Board of Directors shall be formed by the Directors. The Chairman and Vice
Chairman shall be elected by a majority of votes in a meeting attended by over two-
thirds of the Directors. The Board of Directors shall execute all matters of the Company
in accordance with applicable laws, regulations, these Articles of Incorporation, and
resolutions adopted at shareholders' meeting and by the Board of Directors.
Article 20: The Company's business strategies and other important matters shall be decided by
resolutions adopted by the Board of Directors. The first meeting of the Board of
Directors for each new term shall be convened in accordance with Article 203 of the
Company Act. Other meetings shall be convened and presided over by the Chairman. If
the Chairman is unable to perform his/her duties, the Vice Chairman shall act on the
Chairman's behalf. If the Vice Chairman is also unavailable or unable to perform his/her
duties, the Chairman shall designate one of the Directors to act on his/her behalf. In the
absence of such a designation, the Directors shall elect from among themselves an acting
Chairman of the Board of Directors.
Article 21: Unless otherwise provided for in the Company Act, the adoption of a resolution at a
Board of Directors meeting shall require a majority vote in favor of the resolution by
more than one-half of the Directors in attendance of the meeting. If a Director is unable
to attend a meeting, he/she may appoint another Director to attend the meeting on his/her
behalf by completing the Company's proxy form, specifying the scope of authority with
respect to the subjects to be discussed at the meeting. Each Director may act as a proxy
for one other Director only.
Article 22: Resolutions adopted at the meeting of the Board of Directors shall be recorded in the
minutes and signed or sealed by the Chairman. The minutes shall be distributed to each
Director within 20 days after the meeting. The minutes shall include a summary of the
essential points of the proceedings and the results of the meeting. The minutes shall be
kept by the Company along with the attendance list with signatures of the Directors in
attendance and the proxy authorization forms for proxy attendees.
Article 23: Deleted.
Article 23-1: Directors of the Company shall be entitled to remuneration for their duties regardless of
profit or loss. The Board of Directors is authorized to determine the remuneration within
the standards for maximum salaries established in the Company's Remuneration Policy
based on the level of their participation in the Company's operations and the value of
their contribution. The Board of Directors may pay transportation allowances to
Directors based on prevailing rates in the industry. Directors of the Company who work
in the Company shall be entitled to monthly salaries in accordance with salary standards
of regular managerial officers in addition to the Director compensation specified in
Article 26 of these Articles of Incorporation.
Article 23-2: The Board of Directors is authorized to take out liability insurance for the Directors with
respect to the liabilities resulting from exercising their duties during their term of office

-33-

to reduce the risk of material damages to the Company and shareholders caused by illegal actions of its Directors.

Chapter 5 Managerial Officers and Staff

  • Article 24: The Company may appoint a number of managerial officers in accordance with applicable regulations. The appointment, dismissal and compensation of such managerial officers shall be governed by Article 29 of the Company Act.

  • Chapter 6 Final Accounts

  • Article 25: The Board of Directors of the Company shall prepare and submit the following documents at the end of each fiscal year to the general shareholders' meeting for adoption, in accordance with regulations:

  • Business report.

  • Financial statements. 3. Proposal Concerning Distribution of Earnings or Offset of Losses

Article 26: In the event the Company makes profits (i.e. profit before tax and before compensation distribution to the employees and Directors) in any fiscal year, it shall set aside 1% to 30% of the profits as employee compensation and no higher than 5% of the profits as Directors compensation. If there are cumulative losses, the Company shall reserve a sufficient amount to offset such losses. Employee and Directors compensation shall be resolved by a majority vote at a Board of Director meeting attended by two thirds of the total number of Directors and shall be reported to the shareholders' meeting. The Board of Directors may resolve to distribute employee compensation in stocks or cash and the recipients may include employees of subsidiaries of the Company meeting certain requirements set by the Board of Directors. Before the establishment of the Company’s Audit Committee, the percentage appropriated for Supervisor compensation shall be determined in accordance with Paragraph 1.

  • Article 26-1: The Company’s surplus earnings distribution or loss off-setting proposal may be proposed at the close of each half fiscal year. Where the Company has a profit at the end of each half fiscal year, the Company shall estimate and reserve the taxes to be paid, offset losses according to regulation, estimate and reserve employees and Directors’ compensation, and allocate 10% as legal reserve, unless accumulated legal reserve has reached the total paid-in capital. Then, set aside or reverse a special reserve in accordance with relevant regulations or as requested by the competent authorities. If a surplus remains, the balance combined with undistributed retained earnings from preceding periods shall be distributed according to the distribution plan proposed by the Board of Directors. If distributing in the form of new shares to be issued, the Company

-34-

shall follow the provisions of Article 240 of the Company Act. If distributing in the form of cash, it shall be approved by the Board of Directors.’

  • Where there is a profit at the end of each fiscal year, besides payment of income tax and offset of losses in preceding years, the remaining shall be distributed as follows:

  • Allocate 10% as legal reserve, unless accumulated legal reserve has reached the total paid-in capital.

  • Where necessary, set aside or reverse a special reserve in accordance with relevant regulations.

If a surplus remains, the balance combined with undistributed retained earnings from preceding periods shall be distributed according to the distribution plan proposed by the Board of Directors.

If distributing in the form of new shares to be issued, the plan shall by submitted to the shareholders’ meeting for approval. If distributing in the form of cash, the Board of Directors shall adopt a resolution by a majority vote at a meeting attended by over two thirds of the Directors and report such distribution to the shareholders' meeting. Pursuant to Article 241 of Company Act, the Company may distribute its legal reserve and capital reserve, in whole or in part, by issuing new shares or by cash to its shareholders in proportion to the number of shares being held by each of them in the method specified above.

As the Company experiences constant changes in the business environment and is at a stage of stable growth, the Company’s dividend policy depends on factors such as future fund requirements, long-term financial plans, future capital expenditures and maximization of shareholder interests. The Company may retain a portion of earnings based on operational requirements and the remaining amount shall be distributed in cash and stock dividends. The amount of dividends distributed to shareholders shall be no less than 10% of distributable earnings of the current year, and no less than 30% of the shareholders’ dividends shall be in the form of cash.

Chapter 7 Supplemental Provisions

  • Article 27: The internal organizational rules and bylaws of the Company shall be established separately by the Board of Directors.

  • Article 28: Matters not addressed in these Articles of Incorporation shall be governed by the Company Act and other applicable regulations.

  • Article 29: These Articles of Incorporation were enacted and first amended on April 30, 1987. The 2nd amendment was made on March 22, 1989. The 3rd amendment was made on August 30, 1990. The 4th amendment was made on January 15, 1992. The 5th amendment was made on July 29, 1992. The 6th amendment was made on September 29, 1992. The 7th amendment was made on October 29, 1992.

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The 8th amendment was made on May 10, 1993. The 9th amendment was made on May 22, 1993. The 10th amendment was made on July 3, 1993. The 11th amendment was made on March 2, 1994. The 12th amendment was made on April 20, 1997. The 13th amendment was made on June 6, 1997. The 14th amendment was made on July 15, 1997. The 15th amendment was made on October 15, 1997. The 16th amendment was made on February 10, 1998. The 17th amendment was made on June 10, 1998. The 18th amendment was made on June 30, 1998. The 19th amendment was made on May 15, 1999. The 20th amendment was made on July 15, 2000. The 21st amendment was made on September 23, 2000. The 22nd amendment was made on July 16, 2001. The 23rd amendment was made on November 9, 2001. The 24th amendment was made on June 28, 2002. The 25th amendment was made on June 9, 2003. The 26th amendment was made on June 11, 2004. The 27th amendment was made on June 14, 2005. The 28th amendment was made on June 14, 2006. The 29th amendment was made on June 15, 2007. The 30th amendment was made on June 13, 2008. The 31st amendment was made on June 10, 2009. The 32nd amendment was made on June 14, 2010. The 33rd amendment was made on June 9, 2011. The 34th amendment was made on June 18, 2012. The 35th amendment was made on June 10, 2015. The 36th amendment was made on June 8, 2016. The 37th amendment was made on June 12, 2018. The 38th amendment was made on June 12, 2019. The 39th amendment was made on August 25, 2021.

The 40th amendment was made on June 8, 2022. These Articles of Incorporation shall be effective and implemented following approval from the shareholders' meeting.

Largan Precision Co., Ltd.

Chairman: En-Ping Lin

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Appendix II

Largan Precision Co., Ltd.

Rules and Procedures of Shareholders' Meeting

  • Article 1: Unless otherwise provided for in applicable laws or regulation, shareholders' meetings of this Company (hereinafter referred to as the Company) shall be conducted in accordance with these Rules and Procedures.

  • Article 2: The Company shall provide attending shareholders with an attendance book to sign in, or attending shareholders may submit attendance cards in lieu of signing in. The number of attending shares shall be calculated according to the attendance book and the attendance cards submitted plus the number of shares exercised by correspondence or electronic means.

  • Article 3: Attendance and voting rights at shareholders’ meetings shall be calculated based on the numbers of shares represented.

  • Article 4: The venue of shareholders’ meetings shall be on the Company’s premises or at another place convenient for shareholders to attend and suitable for such a meeting. The meeting shall begin no earlier than 9 a.m. and no later than 3 p.m.

  • Article 5: If a shareholders' meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the chairman presiding at the meeting. If the Chairman of the Board of Directors is on leave or unable to perform his duties for any other reason, the Vice Chairman shall preside at the meeting on the Chairman's behalf. If the Vice Chairman is also on leave or unable to perform his duties for any other reason, the Chairman of the Board of Directors shall appoint a Managing Director to act on his behalf. If there are no Managing Directors, the Chairman shall appoint a Director to act on his behalf. If the Chairman does not make such a designation, the Managing Directors or Directors shall select one person from among themselves to serve as chair.

If the shareholders' meeting is convened by any other person entitled to convene the meeting other than the Board of Directors, such person shall be the chair of the meeting.

  • Article 6: The Company may appoint designated counsel, certified public accountants or other relevant persons to attend the shareholders' meeting.

  • Staff handling administrative affairs of a shareholders' meeting shall wear identification badges or armbands.

  • Article 7: The Company's shareholders’ meetings must be videotaped or audio recorded and kept for at least one year.

  • Article 8: The chair shall call the meeting to order at the appointed time. However, if the attending shareholders do not represent more than one-half of the total number of issued shares, the chair may postpone the meeting time. No more than two such postponements, for a combined total of no more than one hour shall be made. If after two postponements the attending shareholders still represent less than one-half of the total number of issued shares but represent more than one-third of the total issued shares, provisional resolutions may be adopted in accordance with Article 175, Paragraph 1 of the Company Act.

If during the process of the meeting the number of issued shares represented by the shareholders present becomes sufficient to constitute the quorum, the chair may submit the provisional resolutions to the meeting for approval in accordance with Article 174 of the Company Act.

  • Article 9: The agenda of the shareholders’ meeting shall be set by the Board of Directors if the meeting is convened by the Board of Directors. The meeting shall proceed in accordance with the agenda unless otherwise resolved at the meeting.

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The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting that is convened by any person other than the Board of Directors entitled to convene a meeting.

Unless otherwise resolved at the meeting, the chair cannot announce adjournment of the meeting before all the items (including extemporary motions) listed in the agenda are resolved.

The shareholders cannot designate any other person as chair and continue the meeting in the same or another place after the meeting is adjourned.

  • Article 10: When a shareholder presents at the meeting wishes to speak, a speaker’s slip shall be filled out with summary of the speech, the shareholder's number (or the number on their attendance card) and the name of the shareholder. The sequence of speeches by shareholders shall be decided by the chair.

If a shareholder present at the meeting submits a speaker’s slip but does not speak, the shareholder shall be deemed to have not spoken.

In case the contents of the speech of a shareholder are inconsistent with the contents of the speaker’s slip, the spoken content shall prevail.

Unless otherwise permitted by the chair and the speaking shareholder, no shareholder shall interrupt the speech of other shareholders, otherwise the chair shall stop such interruption.

  • Article 11: Unless otherwise permitted by the chair, each shareholder shall not speak more than twice on the same discussion item and each speech may not exceed five minutes.

  • If a shareholder violates the rules outlined in the preceding paragraph or exceeds the scope of the discussion item, the chair may stop the shareholder’s speech.

  • Article 12: Any legal entity designated as proxy by a shareholder to be present at the meeting may appoint only one representative to attend the meeting.

  • If a legal entity is a shareholder and designates two or more representatives to attend the meeting, only one representative can speak for each discussion item.

  • Article 13: After the speech of a shareholder, the chair may respond in person or designate another person to respond.

  • Article 14: The chair may announce to end the discussion of any resolution and call for a vote if the chair deems it appropriate.

  • Article 15: The chair shall appoint persons responsible for monitoring and counting ballots e However, the persons responsible for monitoring ballots must be shareholders. The result of voting shall be announced on-site at the meeting and placed on record.

  • Article 16: During the meeting, the chair may, at his discretion, set time for intermission.

  • Article 17: A resolution shall be adopted by a majority of the votes represented by the shareholders present at the meeting. At the time of a vote, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders for each proposal, followed by a poll of the shareholders. On the same day after the meeting, the results of each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.

All shareholders are entitled to one vote for every share held, except for the circumstances stipulated in Article 179 of the Company Act where shares are not assigned voting rights. When one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. Any excess of that percentage shall not be included in the calculation.

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  • Article 18: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the sequence of voting. If any one of them has been adopted, the other proposals will then be deemed vetoed, and no further voting shall be required.

  • Article 19: The chair may instruct disciplinary officers (or security personnel) to help maintain order at the meeting place. Such disciplinary officers or security personnel shall wear arm bands which identify their roles as "Disciplinary Officer."

  • Article 20: These Rules and Procedures shall be implemented following approval by a shareholders' meeting. The same applies in the case of amendments.

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Appendix III

Largan Precision Co., Ltd.

Procedures for Election of Directors

Procedures for Election of Directors
Article 1:
The election of Company's Directors shall be conducted
in accordance with these
Procedures.
Article 2:
The Company’s Directors shall be elected by a cumulative voting method. Each share
will have voting rights in number equal to the Directors to be elected, and may be cast
for a single candidate or split among multiple candidates.
Article 3:
The number of Directors will be as specified in the Company's Articles of Incorporation,
with voting rights separately calculated for Independent and non-Independent Director
positions. Candidates receiving ballots representing the highest number of voting rights
shall be elected sequentially according to their respective numbers of votes. When two
or more persons receive the same number of votes, thus exceeding the specified number
of positions, lots shall be drawn to decide who is elected. The chair shall draw lots on
behalf of any person absent.
Article 4:
Ballots shall be prepared and issued by persons entitled to
convene the meeting and
numbered based on the shareholder's account number or the attendance card number
with the number of votes specified. Attendance card numbers may be printed on the
ballot instead of using the names of voting shareholders.
Article 5:
Before the election begins, the chair shall appoint persons responsible for monitoring
and counting ballots to perform their respective duties. The ballot boxes shall be
prepared by the Company and inspected in public by the ballot monitoring personnel
before voting commences.
Article 6:
The election of the Company's Directors shall be conducted in accordance with
the
candidate nomination system and procedures set out in Article 192-1 of the Company
Act.
Article 7:
The voter must specify the name of the candidate in the "candidate" field of the ballot.
Article 8:
A ballot is invalid under any of the following circumstances:
1.
A ballot not prepared by the persons entitled to convene the meeting.
2.
A blank ballot placed in the ballot box.
3.
The writing unclear and illegible or altered.
4.
Candidate entered in the ballot does not match the list
of Director candidates.
5.
Other words or markings entered in addition to the candidate's number of voting
rights allotted.
6.
The sum of voting rights cast by a voter exceeds the sum of voting rights held by
the voter.
Article 9:
The ballots shall be viewed and counted onsite after completion of voting and appointed
personnel shall monitor the ballots. The results of the vote shall be announced by the
chair onsite.

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Article 10: The Company shall issue notifications to the persons elected as Directors after the shareholders' meeting.

  • Article 11: Matters not provided herein shall be governed by the Company Act and other applicable laws and regulations.

  • Article 12: These Procedures shall be implemented following approval by a shareholders’ meeting. The same applies in the case of amendments.

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Appendix IV

Largan Precision Co., Ltd.

Table of Directors' Shareholdings

Book closure date: April 8, 2025 Book closure date: April 8, 2025 Book closure date: April 8, 2025 Book closure date: April 8, 2025
Title Name Elected
Date
Shares Held When Elected Shares Held As Of
The Closing Date
Number of
shares held
Shareholding
(%)
Number of
shares held
Shareholding
(%)
Chairman
Director
Mao Yu Commemorate Co., Ltd.
Representative: En-Ping Lin
Representative: En-Chou Lin
18,910,616 14.17% 18,910,616
14.17%
2022.06.08
Vice
Chairman
You-Chih Huang 94,228
2022.06.08 0.07% 48,228
0.04%
Director Chung-Jen Liang 2022.06.08 2,091,721 1.57% 2,091,721
1.57%
Director Ming-Yuan Hsieh 2022.06.08 3,606,585 2.70% 3,606,585
2.70%
Director Chun-MingChen 2022.06.08 119,446 0.09% 119,446
0.09%
Independent
Director
Ming-Hua Peng 56,604 0.04% 56,604
0.04%
2022.06.08
Independent
Director
Shan-Chieh Yen 0% No shares held
0%
2022.06.08 No shares held
Independent
Director
Chun-Yi, Lu 0% No shares held
0%
2022.06.08 No shares held
Number and Percentage of Shares Held byAll Directors 24,833,200
18.61%
  1. Number of Issued Ordinary Shares of the Company: 133,468,197 shares

  2. The Company has three independent directors. In accordance with Article 26 of the Securities and Exchange Act and the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" issued by the Securities and Futures Bureau, the shareholding percentage of all directors other than independent directors shall be reduced to 80% if more than two independent directors are elected.

  3. The number of shares held by all directors of the Company meet the legal percentage requirements.

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Thank You

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