LOTES - AGM Information 2025 | FinancialReports.eu

Stock code:3533

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`嘉澤端子工業股份有限公司`

LOTES CO., LTD

General Meeting of Shareholders, 2025 Agenda Handbook

June 13, 2025

No. 59, Wuxun St., Anle Dist., Keelung City (Dawulun (with Reifang) Industrial Park Service Center) Meeting Method: Physical Meeting

This English version is only a translation of the Chinese version. If there is any inconsistency or discrepancy between the Chinese and English versions, the Chinese version shall prevail for all intents and purposes.

		Page
I.	Meeting Procedure	1
II.	Agenda of Annual Meeting of Shareholders for Year 2025	2
1.	Company Reports	3
2.	Proposals	4
3.	Discussion	5
4.	Questions and Motions	5
5.	Adjournment	5
III.	Attachment
1.	Business Report	6
2.	Audit Committee Report	8
3.	2024 Independent Auditor’s Report and Financial Statement	9
4.	Profit Distribution Table	26
5.	Comparison Table of “Articles of Incorporation”	27
IV.	Appendix
1.	Articles of Incorporation (before Amendment)	29
2.	Rules of Procedure for Shareholders Meetings	34
3.	Impact to Business Performance and EPS of Stock Dividend Distribution	41
4.	Shareholding Status of the Directors	41

Lotes Co., Ltd.

Procedure for the

2025 Annual Meeting of Shareholders

1. Call the Meeting to Order 2. Chairperson Remarks

3. Company Reports

4. Proposals

5. Discussion

6. Questions and Motions

7. Adjournment

Lotes Co., Ltd.

Year 2025

Agenda of Annual Meeting of Shareholders

Meeting Method: Physical meeting

Time: 9:00 AM, June 13 (Friday), 2025

Place: No. 59, Wuxun St., Anle Dist., Keelung City (Dawulun (with Reifang) Industrial Park Service Center)

1. Call the Meeting to Order

2. Chairperson Remarks

3. Company Reports

(1) 2024 Business Reports
(2) Audit Committee’s Review Report on the 2024 Financial Statements
(3) 2024 Distribution of Compensation to Employees and Directors

4. Proposals

(1) Adoption of the 2024 Business Report and Financial Statements
(2) Adoption of the Proposal for Distribution of 2024 Profits

5. Discussion

(1) Amendment to the “Articles of Incorporation”

6. Questions and Motions

7. Adjournment

Company Reports

Report No. 1

2024 Business Reports

Explanation:

The 2024 Business Reports is attached as pp.6-7, Attachment 1.

Report No. 2

Audit Committee’s Review Report on the 2024 Financial Statements

Explanation:

The Audit Committee’s Review Report on the 2024 Financial Statements is attached as p.8, Attachment 2.

Report No. 3

2024 Distribution of Compensation to Employees and Directors

Explanation:

In accordance with Article 19 of the Articles of Incorporation, considering shareholder equity and referencing industry standards and the overall economic environment, the Company proposes to allocate NT$220,000,000 for employee compensation and NT$5,500,000 for director compensation for the year 2024. The amounts allocated match the expenses recognized for the year 2024.
The compensation for employees and directors will be distributed entirely in cash.

Proposals

Proposed by the Board

Proposal:

Adoption of the 2024 Business Report and Financial Statements

Explanation:

The Company’s 2024 financial statements and consolidated financial statements have been audited and signed by LI, FENG-HUI and CAI, PEI-RU from KPMG Taiwan. The business report was approved by the Company’s board on March 10, 2025.
The above financial and business reports have been reviewed and approved by the Audit Committee.
The 2024 Business Reports is attached as pp.6-7, Attachment 1; the Auditor’s Review Report and Financial Statements is attached as pp.9-25, Attachment 3.
Please proceed to ratify.

Resolution:

2 Proposed by the Board

Proposal:

Adoption of the Proposal for Distribution of 2024 Profits

Explanation:

The Company’s net profit after taxes for 2024 is NT$9,276,952,010. The Profit Distribution Table was approved by the Audit Committee and the board of directors on March 10, 2025.
The Profit Distribution Table is attached as p.26, Attachment 4.
The distribution of cash dividends will be determined by the board of directors after approval at the general shareholders’ meeting, including setting the dividend record date and related matters. Cash dividends are rounded to the nearest dollar; amounts below one dollar are discarded, and any fractional amounts not amounting to one dollar are transferred to other income.
Should there be any future changes in the number of shares eligible for distribution that affect the dividend rate per share, the chairman is authorized to handle all related matters fully.

Resolution:

Discussion

Proposed by the Board

Proposal:

Amendment to the “Articles of Incorporation”

Explanation:

In accordance with Article 14, Paragraph 6 of the Securities and Exchange Act, a company whose shares are listed on a stock exchange or traded over-the-counter shall specify in its Articles of Incorporation a fixed ratio of annual earnings to be allocated for the purpose of adjusting salaries or distributing remuneration to non-executive employees. In line with the Company's actual operational conditions, it is proposed to amend certain provisions of the Company's Articles of Incorporation.
Pursuant to Article 19 of the Company's Articles of Incorporation, if the Company has earnings in a given year, not less than 2% shall be allocated as employee remuneration and not more than 3% as directors’ remuneration. However, in practice, the amount of directors’ remuneration allocated by the Company has never exceeded that of employee remuneration, and the percentage allocated has never surpassed 2%. Therefore, it is proposed to amend the directors’ remuneration cap to "not more than 2%" in accordance with the actual situation.
The Comparison Table of “Articles of Incorporation” is attached as p.27, Attachment 5. Resolution:

Questions and Motions

Adjournment

`【` Attachment 1 `】`

Business Report

A. 2024 Business Condition Report

1. Overview of Operations

In 2024, the Company’s consolidated operating revenue reached NT$30.089 billion, representing a 22.90% increase compared to NT$24.483 billion in 2023. Consolidated net income after tax was NT$9.277 billion, a significant year-over-year increase of 65.87% compared to NT$5.593 billion in 2023. Earnings per share after tax amounted to NT$82.77.

Looking back at 2024, the global economy gradually recovered from the adverse impacts of high inflation. Demand in both the consumer electronics and server-related sectors, in which the Company operates, steadily rebounded. At the same time, the penetration rate of high-unit-price new products increased quarter by quarter, driving stable growth in operating revenue and resulting in the Company achieving a record-high annual revenue since its founding—officially surpassing the NT$30 billion threshold. Furthermore, the revenue contribution of higher-margin server product lines increased from 26–27% in 2023 to 34–35% in 2024, significantly boosting the Company’s earnings per share after tax to NT$82.77, also marking a new annual profit record.

2. Implementation Results of Business Plans and Profitability Analysis

a. Results of Business Plan Implementation

Unit: NT$ thousands

Item	2024	2023	Increase(Decrease)	%
Net Revenue	30,088,992	24,483,463	5,605,529	22.90%
Cost of Revenue	14,319,522	13,002,401	1,317,121	10.13%
Gross Profit	15,769,470	11,481,062	4,288,408	37.53%
Net Income After Tax	9,276,952	5,593,032	3,683,920	65.87%

b. Financial Income and Profitability Analysis

	Item	Item	2024	2023
Profitability (%)	Return on Total Assets		21.43	15.85
	Return on Equity attributable to Shareholders		27.86	22.11
	% to Paid-in Capital	Operating Income	910.35	623.11
		Pre-tax Income	1054.68	674.65
	Net Margin		30.83	22.84
	Earnings Per	Share	82.77	50.66

c. Research and Development Status

The Company continuously strives to provide customers with high-quality products by enhancing our capabilities in design, manufacturing processes, quality control, and testing. We remain committed to achieving high growth targets and spare no effort in developing new products, moving towards finer pitch and higher density connectors. Recently, to align with future market trends for high-speed connectors, we have been vigorously enhancing our capabilities in analyzing and developing high-current, high-frequency connectors to meet market demands. Additionally, the Company has successfully developed connectors required for high-frequency servers, AI servers, automotive, high-speed transmission devices, and Type-C, among others, aiming to expand our product line and market size.

B. 2024 Business Plans and Outlook
Business Plans
- a. Business Policies
- (1) Strengthen connections and coordinate production capacity across markets in mainland China, Taiwan, and Hong Kong to fully grasp market changes and demands.
- (2) Enhance the research and development team, continuously develop new products, and elevate the technical level to enhance the Company’s core technical capabilities and establish a competitive advantage.
- (3) Integrate group resources, improve production and management capabilities to reduce production costs, and enhance operational efficiency.
- b. Key Product and Sales Policies
- (1) Strengthen customer relationship management to enhance competitive efficiency and maintain close cooperation with major international manufacturers.
- (2) Adopt a customer-oriented approach, stay close to market-leading manufacturers, and provide customers with a diverse range of products and services.
- (3) Improve factory management effectiveness and the division of labor among domestic and international factories, and strengthen inventory management skills to effectively control production costs and enhance the production and sales mechanism.
- c. Future Outlook

Looking ahead, the Company will continue to face a highly competitive market and a variable economic environment. However, besides striving to strengthen close cooperative relationships with customers, the Company will also continue to improve and develop existing products and adopt a diversified strategy. By maintaining good cooperation with top international manufacturers, we aim to enhance market sensitivity, fully grasp new product development trends, and research and develop niche products. This approach is intended to enhance the Company’s competitive advantage in the industry and successfully achieve our operational goals, thereby continuing to create maximum value for shareholders.

Chairperson: CHU, TE-HSIANG

Manager: HO, TE-YU

Accounting Manager: LIU, HSIN-HSIA

`【` Attachment 2 `】`

Lotes Co., Ltd. Audit Committee Review Report

The board of directors has submitted the Company’s 2024 business report, annual financial statements, and profit distribution proposal. The financial statements have been audited and completed by certified public accountants, LI, FENG-HUI and CAI, PEI-RU, from KPMG Taiwan, who have issued an audit report. The aforementioned business report, financial statements, and profit distribution table have been reviewed by the Audit Committee, and no discrepancies were found. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we have prepared this report and kindly request your review.

Yours sincerely,

The 2025 Shareholders’ Annual Meeting of Lotes Co., Ltd.

Lotes Co., Ltd. Convener of the Audit Committee: WU, ZHANG-XIU

`【` Attachment 3 `】`

Independent Auditor’s Report

To the Board of Directors of Lotes Co., Ltd.:

Audit opinion

We have audited the Balance Sheet of Lotes Co., Ltd. (hereinafter referred to as Lotes) as of December 31, 2024 and 2023, the Statement of Comprehensive Income as of January 1 to December 31, 2024 and 2023 as well as the Statement of Changes in Equity, Statement of Cash Flows and the Notes to Parent Company Only Financial Statement (including important accounting policies summary).

In our opinions, the compilation of the above parent company only financial statements present fairly, in all material respects, of the financial status of December 31, 2024 and 2023 in Lotes and the financial performance and consolidated cash flow of January 1 to December 31, 2024 and 2023 prepared according to Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis of the audit opinions

The audit was conducted by us in accordance with the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS). Our responsibilities under these standards will be further explained in the responsibility paragraph of the accountant’s audit on the parent company only financial statements. The personnel regulated by independence at the accounting firm that our accountants work with have been managed according to the code of professional ethics to maintain independence from Lotes as well as perform other responsibilities addressed on the regulation. Based on the audit results of us, we believe we have obtained sufficient and appropriate auditing evidence as the basis to express our audit opinions.

Key audit matters

Key audit matters refer to the most important matters on the audits to Lotes’s parent company only financial statements of fiscal year 2024 based on the professional judgment of our accountants. The matters have been responded on the whole audited parent company only financial statements and during the process of the expression of the audit opinions. There, our accountants will not express opinions separately towards the matters. Based on the judgment of the accountants, the following key audit matters that should be communicated on the audit report are as follows:

I. Recognition of income

Please refer to Note IV (16) to the parent company only financial statements for the accounting policy in terms of income recognition. Please refer to Note VI (14) to the parent company only financial statements for the refund liability. Please refer to Note VI (22) to the parent company only financial statements for details about income. Description of the key audit matters:

The operating income is the most critical factor when determining the operational performance of Lotes Co., Ltd. Users of the statements are cautiously concerned about the performance of the operating income. In response to the market conditions and business needs, discounts were provided for parts of the sales of goods agreed with the customers. Based on the agreements with the customers, the management would estimate the refund liability and include it

as a deduction of operating income. Thus, the income recognition evaluation is one of the fundamental evaluation items for accountants in the execution of financial report audit for Lotes Co., Ltd.

Corresponding audit procedures:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the relevant control procedures and the effectiveness of the design and execution of the control procedure. Regarding the sampling testing for sales close to the balance sheet date, external certification documents were reviewed to assess the adequacy of the income recognition timings. The management’s method to estimate and list refund liabilities were also obtained to assess whether the evaluation is based on the agreed conditions with customers. The adequacy of the refund liability estimate was analyzed with the actual situation afterward.

II. Evaluation of inventory

Please refer to Note IV (7) for the accounting policy of inventory evaluation. Please refer to Note V in the parent company only financial statements for the accounting estimates and assumed uncertainties of the inventory evaluation. Please refer to Note VI (4) in the parent company only financial statements for the information on the losses from the falling price of inventory. Description of the key audit matters:

Due to the impacts of rapid changes in the market demand and the development of production technology, the existing products are at risk to become outdated inventory or non-compliant with market demand. Parts of the inventory may become obsolete or have the market prices dropped. Thus, the inventory evaluation is one of the fundamental evaluation items for the accountants in the execution of financial report audit for Lotes Co., Ltd. Corresponding audit procedure:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the basis and methods used by the management to assess the net realizable value of inventory. Review and audit were conducted in terms of the data used by the management as the basis and to estimate the net realizable value, and an evaluation was conducted on the estimated sales price to the latest sales record by sampling. To evaluate the adequacy of the drop in prices, the adequacy of the inventory aging report was checked, and the changes in the inventory aging of each period were analyzed.

Responsibility from management level and governing unit towards the parent company only financial statements

Management level’s responsibility is to prepare the parent company only financial statements present fairly according to Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain necessary internal control related to the preparation of the parent company only financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.

When preparing the parent company only financial statements, the responsibility of management level also includes evaluating Lotes’s capability of continuous operation, disclosure of relevant matters and the application of continuous operation accounting model unless the management level intends to liquidate Lotes or suspend its business operation or there is no alternative practical and feasible solution other than liquidation or business suspension.

The governing unit (including the audit committee) at Lotes is responsible for supervising the process of financial reports.

Responsibility of accountants’ audit on the parent company only financial statements

The purpose of the parent company only financial statements audited by our accountants is to obtain reasonable assurance on whether the significant untrue expression exists on the whole parent company only financial statements due to fraud or error as well as issue the audit report. The reasonable assurance is the high certainty; however, it will not be able to guarantee that the significant untrue expression will definitely be able to be detected by generally accepted auditing standards, and the untrue expression might be caused from fraud or error. It is regarded as with significance if the individual amount or the aggregation number of the untrue expression can reasonably predict that it will affect the economic decisions made by the users of the parent company only financial statements.

When we conduct the audit according to generally accepted auditing standards, we use professional judgment and maintain our professional suspicion. We also executed the following tasks:

Identifying and evaluating the risk of major untrue expression on the parent company only financial statements due to fraud or error; designing and implementing proper responding strategies towards the risk evaluated; and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Due to fraud might be involving with collusion, counterfeiting, malicious omission untrue declaration, or going out of the internal control, the risk of not detecting the major untrue expression due to fraud will be higher than that due to error.
Obtaining necessary understanding of internal control related to audit in order to design proper audit procedure under the situation of the case. However, its purpose is not to express opinion toward the effectiveness of the internal control in Lotes.
Evaluating the adequacy of the accounting policies used by the management level and the rationality of the accounting evaluation and relevant disclosure concluded.
Based on the audit evidence obtained, conclusion towards the appropriateness of continuous operation accounting basis that the management level adopts and the existence of major uncertainty on events or situations with major concerns affecting Lotes’s capability in continuous operation are made. If we believe major uncertainty existed on the event or situation, we must remind the users of parent company only financial statements on the audit report to pay attention on the relevant disclosure or modify audit opinion when the disclosure is not appropriate. The conclusion that we made is based on the audit evidence obtained up to the audit report day, but future events or situations might cause Lotes not capable in continuous operation.
Evaluating the overall expression, structure and content of the parent company only financial statements (including relevant notes) as well as whether the parent company only financial statements present fairly, in all material respects, relevant transaction and events.
Obtaining sufficient and appropriated audit evidence of the financial information from the investee companies accounted for using equity method as well as express opinions towards the parent company only financial statements. We are in charge of the directing, supervision and execution on the audit cases as well as concluding audit opinions towards the parent company only financial statements of Lotes.

The communication between us and the governing unit includes the audit scope and time planned and major audit findings (including the significant defects on the internal control identified during the auditing process).

We have also provided information to the governing unit that the personnel of the firm—under which our CPAs are working—who are subject to independence requirements have complied with the statement of independence in the CPA code of professional ethics and communicated to the governing unit all relationships and other matters (including relevant safeguards) that may be considered to affect the independence of CPAs.

We determined the key audit matters that we would like to execute on Lotes’s parent company only financial statements for fiscal year 2024 from the communication with the governing unit. We

clearly stated the related matters on the audit report unless it is the specific matter that is not allowed to be disclosed to the public according to laws, or under a very rare situation that we decided not to communicate specific matters on the audit report because we can reasonably anticipate the negative influence generated by the communication will be greater than the public interests increased.

KPMG Taiwan

CPAs:

Competent CHIN-KUAN-CHENG-SHENAuthority of : TZU No. 1000011652 Securities CHIN-KUAN-CHENG-SHENApproval TZU No. 1110333933 Certificate No.[March 10, 2025 ]

Lotes Co., Ltd.

Balance Sheet

December 31, 2024 and 2023

Unit: NT$ 1,000

Dec. 31, 2024 Amount % $ 11,074,514 23 - - 1,615 - 7,755,548 16 806,006 2 86,060 - - - - - 1,069,881 2 8,709 - - -	Dec. 31, 2024 Amount % $ 3,730,000 8 1,810 - 6,761 - 1,777 - 6,204,159 13 423,908 1 7,426 - 913,640 2 - - 548,478 1 20,929 -	Dec. 31, 2023 Amount % 1,580,000 4 3,605 - 5,191 - 2,000 - 3,742,662 11 386,979 1 4,356 - 593,337 2 59 - 420,182 1 18,060 -
	11,858,888 25	6,756,431 19
20,802,333 43	- - 38,516 - 64,833 - 193 -	850,247 3 43,534 - 948 - 43 -
230,008 1 103,716 - 26,077,007 54 289,259 1 - - 216,733 1 16,225 - 136,523 - 60,643 -
	103,542 -	894,772 3
	11,962,430 25	7,651,203 22
	1,125,347 2 - - 9,830,950 21 24,935,301 52 78,419 -	1,113,298 3 1,423 - 8,896,393 25 18,552,928 52 (790,983) (2)
27,130,114 57
	35,970,017 75	27,773,059 78
	$ 47,932,447 100	35,424,262 100

$ 47,932,447 100

(Please read the Notes to the Parent Company Only Financial Statements) Manager: HO, TE-YU

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

Lotes Co., Ltd.

Statement of Comprehensive Income

From January 1 to December 31, 2024 and 2023

Unit: NT$ 1,000

2024	% 100 68	2023	% 100 73
Amount $ 19,418,200 13,261,717		Amount 15,473,450 11,253,709
6,156,483	32	4,219,741	27
353,102 458,889 69,533 679	2 2 - -	306,238 450,781 59,862 (1,625)	2 3 - -
882,203	4	815,256	5
5,274,280	28	3,404,485	22
453,430 160,101 650,974 (43,992) 1,644 4,237,150	2 1 3 - - 22	264,179 175,636 (71,334) (33,786) - 2,795,627	2 1 - - - 18
5,459,307	28	3,130,322	21
10,733,587 1,456,635	56 8	6,534,807 941,775	43 6
9,276,952	48	5,593,032	37
4,579 (2,884) (246) 916	- - - -	(2,292) 3,982 (38) (458)	- - - -
533	-	2,110	-
868,882 3 -	4 - -	(449,712) - -	(3) - -
868,885	4	(449,712)	(3)
869,418	4	(447,602)	(3)
$ 10,146,370	52	5,145,430	34
$	82.77		50.65
$	82.33		50.19

(Please read the Notes to the Parent Company Only Financial Statements) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting Manager: LIU, HSIN-HSIA

Lotes Co., Ltd.

Statement of Change in Equity

From January 1 to December 31, 2024 and 2023 Unit: NT$ 1,000

Share capital	Share capital	Capital reserves		Retained earnings			Other equity items
						Exchange difference between foreign operating office’s statement	Unrealized gain or loss on financial assets measured at FVTOCI	Unearned compensation to employees
Share capital for ordinary shares	Certificates of bond-to-stock conversion		Legal reserve	Special reserve	Undistributed earnings
$ 1,068,762 - -	9,536 - -	6,307,022 - -	1,918,686 - -	682,333 - -	13,164,286 5,593,032 (1,834)	(319,295) - (449,712)	(19,758) - 3,944	- - -
-	-	-	-	-	5,591,198	(449,712)	3,944	-
- - - - - - 35,000 9,536 -	- - - - - - - (8,113) -	- - - 114,556 24,049 52,309 2,270,973 127,484 -	625,649 - - - - - - - -	- (343,303) - - - - - - -	(625,649) 343,303 (2,803,575) - - - - - -	- - - - - - - - -	- - - - - - - - -	- - - - - - - - (6,162)
1,113,298 - -	1,423 - -	8,896,393 - -	2,544,335 - -	339,030 - -	15,669,563 9,276,952 3,696	(769,007) - 868,885	(15,814) - (3,163)	(6,162) - -
-	-	-	-	-	9,280,648	868,885	(3,163)	-
- - - - 12,049 -	- - - - (1,423) -	- - - 90,994 843,563 -	559,120 - - - - -	- 451,954 - - - -	(559,120) (451,954) (2,898,275) - - -	- - - - - -	- - - - - -	- - - - - 3,680
$ 1,125,347	-	9,830,950	3,103,455	790,984	21,040,862	99,878	(18,977)	(2,482)

(Please read the Notes to the Consolidated Financial Statements) Manager: HO, TE-YU

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

Lotes Co., Ltd.

Statement of Cash Flows

From January 1 to December 31, 2024 and 2023

Unit: NT$ 1,000

Cash flows from (used in) operating activities: Net profit before tax Items of adjustment: Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Expected credit impairment gain Interest expense Interest income Dividend income Share of the profit from subsidiaries, associates and joint ventures accounted for using equity method Net loss (gain) on financial assets measured at FVTPL Impairment loss on non-financial assets Inventory (reversal gain)/write-down and obsolescence loss Loss (profit) from the disposal and scaping of property, plant and equipment Compensation expense for employee stock options Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: (Increase) decrease in notes receivable (Increase) decrease in accounts receivable Increase in other receivables (Increase) decrease in inventory Increase in advance payment Decrease (increase) in other current assets Total net change in the assets related to operating activities Net change in the liabilities related to operating activities: Decrease in contract liabilities Increase (decrease) in notes payable Increase in accounts payable Increase (decrease) in other payables Decrease in provision for liabilities Increase in other current liabilities Increase in refund liabilities Increase in other non-current liabilities Total net change in the liabilities related to operating activities Total net change in the assets and liabilities related to operating activities Total of the adjustment items Cash inflow generated from operating activities Interest received Dividends received Interest paid Income taxes paid Cash flows used in operating activities	2024 $ 10,733,587 12,054 22,139 (965) 43,992 (453,430) - (4,237,150) 21,837 - (42,088) (17) -	2023 6,534,807 11,966 22,062 (1,625) 33,786 (264,179) (441) (2,795,627) (2,736) 24,860 40,413 (29) 52,309
	(4,633,628)	(2,879,241)
	(232) (2,686,641) (7,935) (427,428) (1,494) 15	11 1,000,963 (25,644) 355,049 (2,023) (15)
	(3,123,715)	1,328,341
	(1,795) 1,570 2,461,274 38,160 (439) 2,869 128,296 150	(25,716) (3,199) 1,507,363 (42,780) (168) 7,052 36,138 -
	2,630,085	1,478,690
	(493,630)	2,807,031
	(5,127,258)	(72,210)
	5,606,329 431,843 129,080 (36,014) (1,045,726)	6,462,597 273,525 441 (21,435) (1,202,000)
	5,085,512	5,513,128

Lotes Co., Ltd.

Statement of Cash Flows

From January 1 to December 31, 2024 and 2023

Unit: NT$ 1,000

Cash flows in investing activities: Disposal of financial assets measured at FVTOCI Acquisition of financial assets measured at FVTOCI Acquisition of financial assets measured at FVTPL Disposal of financial assets measured at FVTPL Acquisition of investment accounted for using equity method Acquisition of property, plant and equipment Disposal of property, plant and equipment Acquisition of intangible assets Decrease in other non-current assets Net cash outflow from investment activities Cash flows in financing activities: Increase in short-term loans Issuance of corporate bonds Repayment of long-term loans Repayment of lease principal Issuance of cash dividends Cash capital increase Cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Increase in cash and cash equivalents Beginning balance of cash and cash equivalents Ending balance of cash and cash equivalents	2024 $ 2,544 (108,000) (223,001) 8,035 (824,023) (2,832) 17 (17) (47,368)	2023 7,433 - (25,000) 10,949 (898,915) (4,471) 29 (514) 386
	(1,194,645)	(910,103)
	2,150,000 - - (59) (2,898,275) -	(250,000) 1,079,878 (126,175) (59) (2,803,575) 2,305,973
	(748,334)	206,042
	(4,853) 3,137,680 7,936,834	- 4,809,067 3,127,767
	$ 11,074,514	7,936,834

(Please read the Notes to the Parent Company Only Financial Statements) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting Manager: LIU, HSIN-HSIA

Independent Auditor’s Report

To the Board of Directors of Lotes Co., Ltd.:

Audit opinion

We have audited the Consolidated Balance Sheet of Lotes Co., Ltd. and subsidiaries (Lotes Group) as of December 31, 2024 and 2023, the Consolidated Statement of Comprehensive Income as of January 1 to December 31, 2024 and 2023 as well as the Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and the Notes to Consolidated Financial Statement (including important accounting policies summary).

In our opinions, the compilation of the above consolidated financial statements present fairly, in all material respects, of the financial status of December 31, 2024 and 2023 in Lotes Group and the consolidated financial performance and consolidated cash flow of January 1 to December 31, 2024 and 2023 prepared according to Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations approved by the Financial Supervisory Commission and issued into effect. Basis of the audit opinions

The audit was conducted by us in accordance with the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS). Our responsibilities under these standards will be further explained in the responsibility paragraph of the accountant’s audit on the consolidated financial statements. The personnel regulated by independence at the accounting firm that our accountants work with have been managed according to the code of professional ethics to maintain independence from Lotes Group as well as perform other responsibilities addressed on the regulation. Based on the audit results of us, we believe we have obtained sufficient and appropriate auditing evidence as the basis to express our audit opinions.

Key audit matters

Key audit matters refer to the most important matters on the audits to Lotes Group’s consolidated financial statements of fiscal year 2024 based on the professional judgment of our accountants. The matters have been responded on the whole audited consolidated financial statements and during the process of the expression of the audit opinions. There, our accountants will not express opinions separately towards the matters. Based on the judgment of the accountants, the following key audit matters that should be communicated on the audit report are as follows: I. Recognition of income

Please refer to Note IV (16) to the consolidated financial statements for the accounting policy in terms of income recognition. Please refer to Note VI (16) to the consolidated financial statements for the refund liability. Please refer to Note VI (24) to the consolidated financial statements for details about income.

Description of the key audit matters:

The operating income is the most critical factor when determining the operational performance of Lotes Group. Users of the statements are cautiously concerned about the performance of the operating income. In response to the market conditions and business needs, discounts were provided for parts of the sales of goods agreed with the customers. Based on the agreements with the customers, the management would estimate the refund liability and include it as a deduction of operating income. Thus, the income recognition evaluation is one of the fundamental evaluation items for accountants in the execution of financial report audit for Lotes Group.

Corresponding audit procedures:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the relevant control procedures and the

effectiveness of the design and execution of the control procedure. Regarding the sampling testing for sales close to the balance sheet date, external certification documents were reviewed to assess the adequacy of the income recognition timings. The management’s method to estimate and list refund liabilities were also obtained to assess whether the evaluation is based on the agreed conditions with customers. The adequacy of the refund liability estimate was analyzed with the actual situation afterward.

II. Evaluation of inventory

Please refer to Note IV (8) for the accounting policy of inventory evaluation. Please refer to Note V in the consolidated financial statements for the accounting estimates and assumed uncertainties of the inventory evaluation. Please refer to Note VI (4) in the consolidated financial statements for the information on the losses from the falling price of inventory. Description of the key audit matters:

Other Matters

Lotes Co., Ltd. has prepared its parent company only financial statements for fiscal years 2024 and 2023, and we have issued an unqualified audit report thereon for your information. Responsibility from management level and governing unit towards the consolidated financial statements

Management level’s responsibility is to prepare the consolidated financial statements present fairly according to Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations approved by the Financial Supervisory Commission and issued into effect and to maintain necessary internal control related to the preparation of the consolidated financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.

When preparing the consolidated financial statements, the responsibility of management level also includes evaluating Lotes Group’s capability of continuous operation, disclosure of relevant matters and the application of continuous operation accounting model unless the management level intends to liquidate Lotes Group or suspend its business operation or there is no alternative practical and feasible solution other than liquidation or business suspension.

The governing unit (including the audit committee) at Lotes Group is responsible for supervising the process of financial reports.

Responsibility of accountants’ audit on the consolidated financial statements

The purpose of the consolidated financial statements audited by our accountants is to obtain reasonable assurance on whether the significant untrue expression exists on the whole consolidated financial statements due to fraud or error as well as issue the audit report. The reasonable assurance is the high certainty; however, it will not be able to guarantee that the significant untrue expression will definitely be able to be detected by generally accepted auditing standards, and the untrue expression might be caused from fraud or error. It is regarded as with significance if the individual amount or the aggregation number of the untrue expression can reasonably predict that it will affect the economic decisions made by the users of the consolidated financial statements.

When we conduct the audit according to generally accepted auditing standards, we use professional judgment and maintain our professional suspicion. We also executed the following tasks:

Identifying and evaluating the risk of major untrue expression on the consolidated financial statements due to fraud or error; designing and implementing proper responding strategies towards the risk evaluated; and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Due to fraud might be involving with collusion, counterfeiting, malicious omission untrue declaration, or going out of the internal control, the risk of not detecting the major untrue expression due to fraud will be higher than that due to error.
Obtaining necessary understanding of internal control related to audit in order to design proper audit procedure under the situation of the case. However, its purpose is not to express opinion toward the effectiveness of the internal control in Lotes Group.
Evaluating the adequacy of the accounting policies used by the management level and the rationality of the accounting evaluation and relevant disclosure concluded.
Based on the audit evidence obtained, conclusion towards the appropriateness of continuous operation accounting basis that the management level adopts and the existence of major uncertainty on events or situations with major concerns affecting Lotes Group’s capability in continuous operation are made. If we believe major uncertainty existed on the event or situation, we must remind the users of consolidated financial statements on the audit report to pay attention on the relevant disclosure or modify audit opinion when the disclosure is not appropriate. The conclusion that we made is based on the audit evidence obtained up to the audit report day, but future events or situations might cause Lotes Group not capable in continuous operation.
Evaluating the overall expression, structure and content of the consolidated financial statements (including relevant notes) as well as whether the consolidated financial statements present fairly, in all material respects, relevant transaction and events.
We obtained sufficient and appropriate audit evidence about the financial information of the constituent entities of the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and execution of the Group's audits and for forming an opinion on the Group's audits.

We determined the key audit matters that we would like to execute on Lotes Group’s consolidated financial statements for fiscal year 2024 from the communication with the governing unit. We clearly stated the related matters on the audit report unless it is the specific matter that is not allowed to be disclosed to the public according to laws, or under a very rare situation that we decided not to communicate specific matters on the audit report because we can reasonably anticipate the negative influence generated by the communication will be greater than the public interests increased.

KPMG Taiwan CPAs: Competent CHIN-KUAN-CHENG-SHENAuthority of : TZU No. 1000011652 Securities CHIN-KUAN-CHENG-SHENApproval TZU No. 1110333933 Certificate No. March 10, 2025

Lotes Co., Ltd. And Subsidiaries

Consolidated Balance Sheet

December 31, 2024 and 2023

Unit: NT$ 1,000

Dec. 31, 2024 Amount % $ 18,658,882 37 190,867 - 693,156 1 11,945,095 24 658,417 1 1,094 - 3,418,496 7 190,548 - 1,560 - 3,622 -	Dec. 31, 2024 Amount % $ 3,765,000 7 29,134 - 6,761 - 2,834,862 6 2,592,146 5 1,227,751 2 136,656 - 548,478 1 41,186 -	Dec. 31, 2023 Amount % 1,580,000 4 30,617 - 5,209 - 1,822,819 5 1,859,015 5 969,358 3 129,085 - 420,182 1 38,059 -
	11,181,974 21	6,854,344 18
	288,665 1 73,097 - 269,524 1 413,844 1 24,073 -	934,155 2 43,534 - 226,640 1 487,452 1 25,272 -
35,761,737 70
230,008 1 186,472 - 153,048 - 10,990,051 22 1,228,926 3 525,789 1 217,364 1 306,440 1 611,214 1
	1,069,203 3	1,717,053 4
	12,251,177 24	8,571,397 22
	1,125,347 2 - - 9,830,950 20 24,935,301 50 78,419 -	1,113,298 3 1,423 - 8,896,393 24 18,552,928 49 (790,983) (2)
14,449,312 30
	35,970,017 72	27,773,059 74
	1,989,855 4	1,607,943 4
	37,959,872 76	29,381,002 78
	$ 50,211,049 100	37,952,399 100
$ 50,211,049 100

(Please read the Notes to the Consolidated Financial Statements) Manager: HO, TE-YU

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Comprehensive Income

From January 1 to December 31, 2024 and 2023

Unit: NT$ 1,000

2024	% 100 48	2023	% 100 53
Amount $ 30,088,992 14,319,522		Amount 24,483,463 13,002,401
15,769,470	52	11,481,062	47
911,892 1,880,568 2,730,694 1,696	3 6 9 -	779,454 1,593,509 2,173,521 (11,371)	3 7 9 -
5,524,850	18	4,535,113	19
10,244,620	34	6,945,949	28
557,248 347,561 831,911 (86,360) 2,119 (28,274)	2 1 3 - - -	325,532 412,287 (74,898) (71,118) - (17,259)	1 2 - - - -
1,624,205	6	574,544	3
11,868,825 2,487,788	40 8	7,520,493 1,793,447	31 8
9,381,037	32	5,727,046	23
4,579 (3,463) 33 916	- - - -	(2,292) 3,892 - (458)	- - - -
233	-	2,058	-
899,449 3 9,858	3 - -	(320,804) - (1,794)	(1) - -
889,594	3	(319,010)	(1)
889,827	3	(316,952)	(1)
$ 10,270,864	35	5,410,094	22
$ 9,276,952 104,085	32 -	5,593,032 134,014	22 1
$ 9,381,037	32	5,727,046	23
$ 10,146,370 124,494	35 -	5,145,430 264,664	21 1
$ 10,270,864	35	5,410,094	22
$	82.77		50.65
$	82.33		50.19

(Please read the Notes to the Consolidated Financial Statements)

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

Manager: HO, TE-YU

Unit: NT$ 1,000

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Changes in Equity

From January 1 to December 31, 2024 and 2023

			Equity attributable to owners of parent	Equity attributable to owners of parent	Equity attributable to owners of parent					Non-controlling interests	Total equity 24,512,876 5,727,046 (316,952)
Share capital		Capital reserves		Retained earnings			Other equity		Equity attributable to owners of the parent
						Exchange differences on translation of foreign financial statements	Unrealized gains (losses) on financial assets measured at FVTOCI	Unearned compensation to employees
Share capital for ordinary shares	Certificates of bond-to-stock conversion		Legal reserve	Special reserve	Unappropriated retained earnings
$ 1,068,762 - -	9,536 - -	6,307,022 - -	1,918,686 - -	682,333 - -	13,164,286 5,593,032 (1,834)	(319,295) - (449,712)	(19,758) - 3,944	- - -	22,811,572 5,593,032 (447,602)	1,701,304 134,014 130,650
-	-	-	-	-	5,591,198	(449,712)	3,944	-	5,145,430	264,664	5,410,094
- - - - - - 35,000 9,536 - - -	- - - - - - - (8,113) - - -	- - - 114,556 24,049 52,309 2,270,973 127,484 - - -	625,649 - - - - - - - - - -	- (343,303) - - - - - - - - -	(625,649) 343,303 (2,803,575) - - - - - - - -	- - - - - - - - - - -	- - - - - - - - - - -	- - - - - - - - (6,162) - -	- - (2,803,575) 114,556 24,049 52,309 2,305,973 128,907 (6,162) - -	- - - - - - - - (6,258) (207,388) (144,379)	- - (2,803,575) 114,556 24,049 52,309 2,305,973 128,907 (12,420) (207,388) (144,379)
1,113,298 - -	1,423 - -	8,896,393 - -	2,544,335 - -	339,030 - -	15,669,563 9,276,952 3,696	(769,007) - 868,885	(15,814) - (3,163)	(6,162) - -	27,773,059 9,276,952 869,418	1,607,943 104,085 20,409	29,381,002 9,381,037 889,827
-	-	-	-	-	9,280,648	868,885	(3,163)	-	10,146,370	124,494	10,270,864
- - - - 12,049 - - -	- - - - (1,423) - - -	- - - 90,994 843,563 - - -	559,120 - - - - - - -	- 451,954 - - - - - -	(559,120) (451,954) (2,898,275) - - - - -	- - - - - - - -	- - - - - - - -	- - - - - 3,680 - -	- - (2,898,275) 90,994 854,189 3,680 - -	- - - - - 3,855 366,856 (113,293)	- - (2,898,275) 90,994 854,189 7,535 366,856 (113,293)
$ 1,125,347	-	9,830,950	3,103,455	790,984	21,040,862	99,878	(18,977)	(2,482)	35,970,017	1,989,855	37,959,872

(Please read the Notes to the Consolidated Financial Statements) Manager: HO, TE-YU

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Cash Flows

From January 1 to December 31, 2024 and 2023

Unit: NT$ 1,000

Cash flows from (used in) operating activities: Net profit before tax Adjustments: Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Expected credit impairment gain Net loss (gain) on financial assets and liabilities measured at fair value through profit or loss Interest expense Interest income Dividend income Compensation expense for share-based payment Share in the gain or loss of subsidiaries, associate and joint ventures accounted for using the equity method Loss (gain) on disposal of property, plant and equipment Impairment loss on non-financial instruments Inventory (reversal gain)/write-down and obsolescence loss Other adjustments Total adjustments to reconcile profit (loss): Changes in operating assets and liabilities: Changes in operating assets: Increase in notes receivable (Increase) decrease in accounts receivable Increase in other receivables (Increase) decrease in inventory (Increase) decrease in advance payment Decrease in other current assets Increase in other financial assets Total changes in operating assets Changes in operating liabilities: Decrease in contract liabilities (Increase) decrease in notes payable (Increase) decrease in accounts payable (Increase) decrease in other payables Increase (decrease) in provisions Increase in other current liabilities Increase in refund liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities	2024 $ 11,868,825 2,214,846 64,142 (423) 32,605 86,360 (557,248) (3,520) 25,649 28,274 20,899 - (156,817) (66)	2023 7,520,493 2,333,633 57,955 (11,371) (10,726) 71,118 (325,532) (4,003) 58,061 17,259 35,805 37,320 101,013 (607)
	1,754,701	2,359,925
	(387,592) (2,641,382) (123,205) (604,366) (87,993) 210 (1,560)	(88,404) 1,348,895 (58,914) 876,958 155,894 1,467 -
	(3,845,888)	2,235,896
	(1,483) 1,552 1,012,043 731,875 30,896 3,127 128,296	(27,506) (3,229) (942,001) (87,353) (168) 5,301 36,138
	1,906,306	(1,018,818)
	(1,939,582)	1,217,078
	(184,881)	3,577,003
	11,683,944 530,362 3,520 (70,740) (2,089,491)	11,097,496 275,214 4,003 (58,939) (2,184,951)
	10,057,595	9,132,823

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Cash Flows (Continued)

From January 1 to December 31, 2024 and 2023

Unit: NT$ 1,000

Cash flows from (used in) investing activities: Disposal of financial assets measured at FVTOCI Acquisition of financial assets measured at FVTOCI Acquisition of financial assets measured at FVTPL Disposal of financial assets measured at FVTPL Acquisition of Investments accounted for using the equity method Cash outflow from the losing the control of subsidiaries Acquisition of property, plant and equipment Disposal of property, plant and equipment Acquisition of intangible assets Net cash inflows from business combination Acquisition of investment property (Increase) decrease in other non-current assets Net cash flows from (used in) investing activities: Cash flows from (used in) financing activities: Increase (decrease) in short-term loans Repayments of long-term loans Payments of lease liabilities (Decrease)increase in other non-current liabilities Cash dividends paid Cash dividends paid to non-controlling interests Cash capital increase Issuance of restricted employee shares Repurchase of restricted stock awards Issuance of corporate bonds Changes in non-controlling interests Changes in subsidiaries, associates and joint ventures accounted for using equity method Net cash flows from (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	2024 $ 2,544 (112,500) (370,860) 8,035 (107,491) - (3,749,026) 49,705 (126,469) - - (281,005)	2023 7,433 - (25,000) 27,794 (94,000) (50,631) (2,658,787) 72,444 (37,453) (54,076) (256,488) 299,198
	(4,687,067)	(2,769,566)
	2,185,000 - (141,087) (1,199) (2,898,275) (113,293) - - (343) 341,862 305,459 -	(317,432) (165,630) (249,887) 171 (2,803,575) (144,379) 2,305,973 16,620 255 1,079,877 (16,092) (1,508)
	(321,876)	(295,607)
	477,739 5,526,391 13,132,491	(25,463) 6,042,187 7,090,304
	$ 18,658,882	13,132,491

(Please read the Notes to the Consolidated Financial Statements) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting Manager: LIU, HSIN-HSIA

`【` Attachment 4 `】`

Lotes Co., Ltd. 2024 Profit Distribution Table

Unit: NT$ thousands

Lotes Co., Ltd. 2024 Profit Distribution Table thousands
Item	Amount
Earnings in 2024 Available for Distribution	11,755,927,767
Add: Remeasurement of Defined Benefit Obligation	3,663,364
Add: Net Remeasurement of Defined Benefit Liabilities of Associates Recognized Usingthe EquityMethod	32,821
Add: Impact of Retrospective Application of New Accounting Standards	4,285,956
Retained Earnings Available for Distribution as of December 31,2024	11,763,909,908
Add: Net Profit After Tax for 2024	9,276,952,010
Add: Reversal of Special Reserve Previously Appropriated Due to Reductions in Equity (Note 1)	869,402,736
Less: Allocation of 10% Legal Reserve	928,493,415
Total Available for Distribution	20,981,771,239

Less: Shareholder dividends - cash (distribution of NT$41.5 per share)	4,670,189,677

Undistributed Earnings at the End of 2024	16,311,581,562
Note 1: In 2024, the net amount recognized under other components of shareholders’ equity was NT$78,418,499, requiring a reversal of an equivalent amount of special reserve from current-period profit and prior retained earnings. However, NT$790,984,237 had already been appropriated as special reserve from prior earnings in 2023; therefore, the difference of NT$869,402,736 in special reserve should be reversed accordingly. Note 2: The dividend payout ratio is based on the number of shares entitled to distribution as of December 31,2024,which is 112,534,691 shares.

`【` Attachment 5 `】`

Lotes Co., Ltd. Comparison Table of “Articles of Incorporation”

After the Amendment	Before the Amendment	Description
Article 19	Article 19	1. In view of the fact that the actual
If the Company has surpluses in a year, it	If the Company has surpluses in a year, it	amount of director compensation
shall allocate not less than two percent as	shall allocate not less than two percent as	allocated has never exceeded that
employee compensation and not higher	employee compensation and not higher	of employee compensation and
than three percent as compensation for the	than three percent as compensation for the	the ratio has also never exceeded
directors. If the Company has	directors. If the Company has	two percent, the provision
accumulated loss, it shall preserve in	accumulated loss, it shall preserve in	regarding the allocation ratio for
advance to make-up and then allocate the	advance to make-up and then allocate the	director compensation has been
aforementioned proportion as employees'	aforementioned proportion as employees'	adjusted to reflect actual
and directors' compensation. The objects	and directors' compensation. The objects	circumstances.
of distribution of the aforementioned	of distribution of the aforementioned
stock or cash compensation for the	stock or cash compensation for the	2. In accordance with Paragraph 6,
employees should include the employees	employees should include the employees	Article 14 of the Securities and
who control or subordinate the Company	who control or subordinate the Company	Exchange Act, a listed company
and meet certain conditions.	and meet certain conditions.	“shall specify in its articles of
Of the total amount of employee		incorporation that a certain
compensation mentioned in the preceding		percentage of its annual earnings
paragraph, not less than 20% shall be		shall be allocated for salary
allocated to non-executive employees.		adjustments or compensation
		distributions for its non-executive
		employees. However, the
		company's accumulated losses
		shall have been covered.” This
		Article has been amended
		accordingly.

Article 22 Article 22 This Articles of Incorporation was This Articles of Incorporation was composed on Aug.9, 1986. composed on Aug.9, 1986. 1st amendment was made on Jan.19,1987. 1st amendment was made on Jan.19,1987. 2nd amendment was made on 2nd amendment was made on Nov.20,1987. Nov.20,1987. 3rd amendment was made on 3rd amendment was made on Dec.29,1987. Dec.29,1987. 4th amendment was made on Jan.30,1993. 4th amendment was made on Jan.30,1993. 5th amendment was made on May 5th amendment was made on May 21,1983. 21,1983. 6th amendment was made on Aug.2.1998. 6th amendment was made on Aug.2.1998. 7th amendment was made on Aug.9,2004. 7th amendment was made on Aug.9,2004. 8th amendment was made on Aug.25, 8th amendment was made on Aug.25, 2004. 2004. 9th amendment was made on Oct.8, 2004. 9th amendment was made on Oct.8, 2004. 10th amendment was made on Nov.8, 10th amendment was made on Nov.8, 2004. 2004. 11th amendment was made on 11th amendment was made on Jun.24,2005. Jun.24,2005. 12th amendment was made on May 12th amendment was made on May 3,2006. 3,2006. 13th amendment was made on 13th amendment was made on Jun.29,2006. Jun.29,2006. 14th amendment was made on 14th amendment was made on Dc.15,2006. Dc.15,2006. 15th amendment was made on May 15th amendment was made on May 31,2007. 31,2007. 16th amendment was made on 16th amendment was made on Jun.13,2008. Jun.13,2008. 17th amendment was made on 17th amendment was made on Jun.10,2009. Jun.10,2009. 18th amendment was made on 18th amendment was made on Jum.14,2010 Jum.14,2010 19th amendment was made on 19th amendment was made on Jun.10,2011. Jun.10,2011. 20th amendment was made on Jun. 20th amendment was made on Jun. 20,2012. 20,2012. 21st amendment was made onJun.10, 21st amendment was made onJun.10, 2014. 2014. 22nd amendment was made on 22nd amendment was made on Jun.6,2016. Jun.6,2016. 23rd amendment was made on 23rd amendment was made on Jun.14,2017. Jun.14,2017. 24th amendment was made on 24th amendment was made on Jun.14,2019. Jun.14,2019. 25th amendment was made on 25th amendment was made on Jun.26,2021. Jun.26,2021. 26th amendment was made on Jun. 17, 26th amendment was made on Jun. 17, 2022. 2022. 27th amendment was made on Jun. 13, 27th amendment was made on Jun. 13, 2024. 2024. 28th amendment was made on Jun. 13, 2025.

The revision date for fiscal year 2025 has been added.

`【` Appendix 1 `】`

Lotes Co., Ltd. Articles of Incorporation (before Amendment)

Chapter 1: General Principle

Article 1

In accordance with the Company Act, the Company is registered as LOTES CO., LTD.

Article 2

The business scope of the Company is stated as follows:

Manufacturing, processing and trading of various hardware parts and tool parts.
Manufacturing, processing and trading of terminals and their finished products.
Manufacture, processing and trading of circuit boards for electrical appliances.
Import and export business in respect of the preceding item.
Conducting tender quotations and distribution for domestic and foreign manufacturers' products in connection with said business
CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing. 7. CC01080 Electronic Parts and Components Manufacturing
CC01110 Computers and Computing Peripheral Equipment Manufacturing 9. CC01990 Electrical Machinery, Supplies Manufacturing
CF01011 Medical Materials and Equipment Manufacturing
CQ01010 Die Manufacturing
CZ99990 Other Industrial Products Manufacturing Not Elsewhere Classified 13. F106030 Wholesale of Die
F108031 Wholesale of Drugs, Medical Goods
F113020 Wholesale of Household Appliance
F113030 Wholesale of Precision Instruments
F113050 Wholesale of Computing and Business Machinery Equipment 18. F113070 Wholesale of Telecom Instruments
F401010 International Trade
CI01010 Rope, Cable and Net Manufacturing 21. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval

Article 3

Headquarter of the Company is located at Keelung City and when necessary, could set up a subsidiary company inside or outside of the country, with the approval by the Board.

Article 4

The Company may make investments in other companies as it deems necessary for its business and may, by resolution of the Board, become a limited liability shareholder of such company. The total amount of which is not limited to the amount of such investments as provided in Article 13 of the Company Law.

Article 5

The company may provide external endorsement and guarantee for business purposes.

Chapter 2 Shares

Article 6

The Company's total capital is set at NT$15.5 billion, divided into 155 million shares. The amount of each share is NT$10 per share, of which the Board is authorized to issue the unissued shares in tranches; the issue price per share shall be determined by the Board in accordance with relevant laws and regulations.

The total amount of the former capital is reserved for the issuance of Employee stock options warrants in the amount of NT$5 million, which are subject to the Board's resolution.

Article 6-1

If the Company intends to repurchase the Company’s shares and transfer the shares at a price lower than the average repurchased price, it shall follow the relevant regulations and proceed to such transfer after the resolution of the most recent shareholders' meeting.

Article 6-2

If the Company intends to issue stock warrants for employees at a subscription price lower than the market price, it shall follow the relevant regulations and proceed to such transfer after the resolution of the most recent shareholders' meeting.

Article 6-3

If the Company purchases the treasury stock in accordance with the Company Act, the object of the transfer should include the employees who control or subordinate the Company and meet certain conditions. The object of distribution of the stock warrants for employees should include the employees who control or subordinate the Company and meet certain conditions.

When the company issues new shares, employees who control or subordinate the Company and meet certain conditions should be included for the subscription.

The object of the new restricted employee shares issued by the Company should include the employees who control or subordinate the Company and meet certain conditions.

Article 7

The Company's shares are inscribed shares. The serial number should be signed or stamped by the directors who represent the Company. The shares shall be signed by the bank that acts as the share issuer according to the laws. When the Company issues new shares, the free-print share is adopted to issue shares, the same for other marketable securities. However, it shall contact the centralized securities depository enterprises for registration.

Article 8

The change of shareholders' list shall be made no later than 60 days prior to the ordinary meeting of shareholders, no later than 30 days prior to the provisional meeting of shareholders, or no later than 5 days prior to the basis date of the Company's resolution to distribute dividends and bonuses or other benefits.

Article 8-1

The Company's share transactions are conducted in accordance with the "Guidelines Governing the Disposal of Shares of Public Companies" issued by the competent authorities.

Chapter 3: Shareholder’s Meeting

Article 9

There shall be two kinds of general meetings, ordinary and interim, which shall be convened once a year, within six months after the end of each fiscal year, as required by law, and shall be notified to each shareholder by thirty days in advance; interim meetings shall be convened as required by law, and shall be notified to each shareholder by fifteen days in advance.

The preceding notice shall state the date, place and cause of the meeting. The shareholders' meeting shall be convened by the Board, unless otherwise provided by the Act.

Notice of the convening of a general meeting may be given in writing or by electronic means with the consent of the shareholders.

The shareholders' meeting may be held by video conference or other means announced by the central competent authority. If the meeting is held by video conference, the shareholder is deemed to be present in person if he/she participates by video.

Article 10

In the event that a shareholder is unable to attend the general meeting for any reason, he/she may appoint a proxy to attend the meeting by issuing a letter of proxy issued by the Company specifying the scope of the authority. In addition to the provisions of Article 177 of the Company Law, the rules for the use of proxies to attend shareholders' meetings of public companies shall be in accordance with the "Rules for the Use of Proxy Forms by Public Companies" issued by the competent authorities.

Article 11

Each share is entitled one voting right. However, those restricted or those deemed by Article 179 of the Company Act to have voting rights are not within this restriction.

Article 12

Unless otherwise regulated by the relevant laws and regulations, shareholders representing more than half of the total number of issued shares should attend in person or by proxy in the shareholder meetings. Resolutions should be approved by more than half of the attended shareholders.

Article 12-1

The board shall convene the shareholder meeting and the Chairperson of the board shall be the chairperson of the meeting. In the event of the Chairperson's absence, the Chairperson shall assign a director as its proxy. If the assignment is not made, the directors shall choose one. If the meeting is convened by other conveners not belonging to the Board, the convener shall be the chairperson of the meeting. If there is more than one convener, the conveners should decide and one of them should be the chairperson.

Article 12-2

The resolutions of the shareholders' meeting shall be published in minutes and shall be dealt with in accordance with Article 183 of the Company Law.

Article 12-3

If the Company wishes to cancel the public offering of its shares in the future, it must be submitted to the shareholders' meeting for discussion and resolution.

Chapter 4: Directors and Audit Committee

Article 13

The Company has five to nine directors, all of whom are appointed for a term of three years and all the seats are entitled to be re-elected.

For the aforementioned number of directors of this Company, the number of independent directors should not be less than two persons and should not be less than one-fifth of the total numbers of directors. In terms of the professional qualifications, shareholding, and part-time restrictions, independence determination, nomination and selection methods, and other compliance matters, the regulations of the competent security authorities must be followed.

The nomination system is adopted for the election of the directors in this Company. The shareholders must elect from the candidate list of directors.

The regulations of the competent security authorities must be followed in terms of the total shareholding ratio of all its directors and supervisors.

The Company's Audit Committee is composed of all independent directors in accordance with the law. The Audit Committee and its members exercise their powers and responsibilities and deal with related matters in accordance with the Securities and Exchange Act and relevant laws and regulations.

Article 13-1

The meeting of the Board shall be convened in accordance with Article 204 of the Company Act.

Article 13-2

In the event that the seats of one-third of the Directors are vacant, the Board shall convene an interim election within 60 days and the term of office shall be limited to the period for which the original seats were filled.

Article 13-3

The Directors of the Company shall be notified of the convening of the Board seven days in advance and the Company may convene the Board at any time in case of emergency. The Board of the Company may be convened in writing, by e-mail or by fax.

Article 14

The board shall be composed of the directors. The chairman of the board shall be elected from the directors with the agreement of over half of the directors attending the meeting, and the attendance rate should be no less than 2/3. Chairperson represents the Company externally.

Article 15

If the chairman cannot performance his/her duty due to certain reason, the assignment of his/her deputy shall be conducted in accordance with the regulations of Company Law, Art. 208.

Article 15-1

When a meeting of the Board is held by video conference, a director who participates in the meeting by video shall be deemed to be present in person; if a director is unable to attend in person for any reason, he may appoint another director to attend by proxy, and his proxy shall be in accordance with Article 205 of the Company Law.

Article 15-2

A resolution of the Board shall, unless otherwise provided in the Companies Act, be passed by a majority of the Directors present and agreed to by a majority of the Directors present.

Article 15-3

All directors of the company must be insured with the corresponding liability insurance during the term of office based on their business scope with the purpose to reduce and diversity the loss risks of the directors of the Company, the Company, and the shareholders. In terms of the liability insurance of the directors, the Board is authorized to take in charge of it.

Article 16

When the directors of the Company are executing operations of the Company, the Company must pay their compensation regardless of the Company’s financial status, with surplus or loss. The compensation is based on the level of participation and contribution to the company’s operations, and the Board is authorized to consult the industry ’s usual standards, not exceeding the standard of the highest salary scale set by the Company’s salary assessment method. If the company has surpluses, the compensation shall be distributed in accordance with the provisions of Article 19.

Chapter 5: Manager

Article 17

The Company shall employ managers to conduct business operations. The appointment and dismissal as well as the salary policies shall be made in accordance with the Company Law Art.29.

Chapter 6: Accounting

Article 18

At the end of every fiscal year, the board shall submit the papers and lists as below before the start of shareholder’s meeting to the shareholders for approval.

(1). Business Report (2). Financial Statement (3). Proposal on distribution of surplus and recovery of losses

Article 19

If the Company has surpluses in a year, it shall allocate not less than two percent as employee compensation and not higher than three percent as compensation for the directors. If the Company has accumulated loss, it shall preserve in advance to make-up and then allocate the aforementioned proportion as employees' and directors' compensation. The objects of distribution of the aforementioned stock or cash compensation for the employees should include the employees who control or subordinate the Company and meet certain conditions.

Article 19-1

If the Company has a surplus after the annual accounts, it should first complete the tax payment, make up for the previous year's losses, and deposit 10% of the statutory surplus reserve unless it has reached to the total capital. It should allocate or reserve into special surplus reserve according to the laws and regulations. If there are still surpluses, it shall be merged with the accumulated undistributed surplus. The Board shall draft a surplus allocation plan and propose to the shareholder meeting for a final resolution of distribution. The shareholder dividends distributed shall not be less than 20% of the net after-tax net profit of this year after deducting the surplus reserve provided according to law. The dividends distributed to the shareholders shall

not be less than 20% of the annual net profit after tax of this year after deducting the surplus reserve allocation according to the laws and regulations.

The Company shall take the surrounding environment and growth stage of the Company, as well as the future business expansion, into consideration so that the future expenditure budget and capital needs shall be considered in the distribution of surplus. Among the dividends distributed in the current year, not less than 10% of cash dividends shall be offered.

Chapter 7: Supplementary

Article 20

The Articles of Association and the Bye-Laws of the Company shall be prescribed by the Board separately.

Article 21

Matters not listed in this article of incorporation is to be processed according to the Company Act and other relevant regulations.

Article 22

This Articles of Incorporation was composed on Aug.9, 1986. 1st amendment was made on Jan.19,1987. 2nd amendment was made on Nov.20,1987. 3rd amendment was made on Dec.29,1987. 4th amendment was made on Jan.30,1993. 5th amendment was made on May 21,1983. 6th amendment was made on Aug.2.1998. 7th amendment was made on Aug.9,2004. 8th amendment was made on Aug.25, 2004. 9th amendment was made on Oct.8, 2004. 10th amendment was made on Nov.8, 2004. 11th amendment was made on Jun.24,2005. 12th amendment was made on May 3,2006. 13th amendment was made on Jun.29,2006. 14th amendment was made on Dc.15,2006. 15th amendment was made on May 31,2007. 16th amendment was made on Jun.13,2008. 17th amendment was made on Jun.10,2009. 18th amendment was made on Jum.14,2010 19th amendment was made on Jun.10,2011. 20th amendment was made on Jun. 20,2012. 21st amendment was made onJun.10, 2014. 22nd amendment was made on Jun.6,2016. 23rd amendment was made on Jun.14,2017. 24th amendment was made on Jun.14,2019. 25th amendment was made on Jun.26,2021. 26th amendment was made on Jun. 17, 2022 27th amendment was made on Jun. 13, 2024.

Lotes Co., Ltd.

Chairman: CHU, TE-HSIANG

`【` Appendix 2 `】`

Lotes Co., Ltd. Rules of Procedure of Shareholders' Meeting

Article 1

To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3

Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby, and shall be distributed at the shareholders' meeting.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion ; their main contents should be placed on the website designated by the securities regulatory authority or the Company, and the URL should be included in the notice.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in

the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.

Article 6

This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Corporation shall furnish attending shareholders or their proxy agents (hereinafter referred to as shareholders) with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

Shareholders must attend the shareholders' meeting with their attendance certificate, sign-in card, or other attendance documents; solicitors of proxies should also carry identification documents for verification. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder designates more than one representative to attend the shareholders' meeting, only one representative may speak on the same agenda item.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 7

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

For a shareholders' meeting convened by the board of directors, the meeting shall be attended by a majority of the directors; where as for a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves. This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8

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

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

Article 9

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair

shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

Article 12

Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a

relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

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 order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

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

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

When this Corporation convenes a hybrid shareholders meeting, if shareholders, solicitors, or proxy agents who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical

shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 14

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15

The resolutions of the shareholders' meeting shall be recorded in the minutes, and shall be processed in accordance with Article 183 of the Company Act.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of this Corporation.

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

Article 16

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform, and keep this information disclosed until the end of the meeting.

During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19

In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations.

Article 20

These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

`【` Appendix 3 `】`

Impact to Business Performance and EPS of Stock Dividend Distribution:

Not applicable.

`【` Appendix 4 `】`

Lotes Co., Ltd. Shareholding of Directors

Position	Name	Current Shareholding	Current Shareholding
		Number of Shares	%(Note)
Chairman	Jia Ming Investment Co,, Ltd. Rep.: Chu,Te-Hsiang	9,797,037	8.71%
Director	Jin Ling Investment Co,, Ltd. Rep.: Ho,Te-Yu	10,956,237	9.74%
Director	Hsieh,Chia-Ying	0	0%
Director	Sun,Cherng-Jong	0	0%
Independent Director	Wang, Jen-Chun	0	0%
Independent Director	Chiang, Yih-Cherng	0	0%
Independent Director	Wu, Chang -Hsiu	0	0%
Total Number of Shares Held by All Directors		20,753,274	18.44%
Minimum Number of Shares Required to be Held by All Directors		8,000,000	6%

Note: As of the book closure date on April 15, 2025, the total number of shares is 112,534,691.

AI assistant

LOTES — AGM Information 2025

52339_rns_2025-06-16_accb6a86-2016-40eb-956e-e2cb83bff32f.pdf

嘉澤端子工業股份有限公司

LOTES CO., LTD

General Meeting of Shareholders, 2025 Agenda Handbook

June 13, 2025

Table of Contents

Lotes Co., Ltd.

Procedure for the

2025 Annual Meeting of Shareholders

Lotes Co., Ltd.

Year 2025

Agenda of Annual Meeting of Shareholders

1. Call the Meeting to Order

2. Chairperson Remarks

3. Company Reports

4. Proposals

5. Discussion

6. Questions and Motions

7. Adjournment

Company Reports

Report No. 1

Explanation:

Report No. 2

Explanation:

Report No. 3

Explanation:

Proposals

Proposed by the Board

Proposal:

Explanation:

Resolution:

2

Proposed by the Board

Proposal:

Explanation:

Discussion

Proposed by the Board

Proposal:

Explanation:

Questions and Motions

Adjournment

【 Attachment 1 】

Business Report

A. 2024 Business Condition Report

1. Overview of Operations

2. Implementation Results of Business Plans and Profitability Analysis

b. Financial Income and Profitability Analysis

【 Attachment 2 】

Lotes Co., Ltd. Audit Committee Review Report

【 Attachment 3 】

Independent Auditor’s Report

Audit opinion

Basis of the audit opinions

Key audit matters

I. Recognition of income

Corresponding audit procedures:

Responsibility from management level and governing unit towards the parent company only financial statements

Responsibility of accountants’ audit on the parent company only financial statements

Balance Sheet

December 31, 2024 and 2023

Unit: NT$ 1,000

Lotes Co., Ltd.

Statement of Comprehensive Income

From January 1 to December 31, 2024 and 2023

Unit: NT$ 1,000

Lotes Co., Ltd.

Statement of Change in Equity

From January 1 to December 31, 2024 and 2023 Unit: NT$ 1,000

Lotes Co., Ltd.

Statement of Cash Flows

From January 1 to December 31, 2024 and 2023

Unit: NT$ 1,000

Lotes Co., Ltd.

Statement of Cash Flows

From January 1 to December 31, 2024 and 2023

Unit: NT$ 1,000

Independent Auditor’s Report

Audit opinion

LOTES AGM Information 2025

`嘉澤端子工業股份有限公司`

`【` Attachment 1 `】`

`【` Attachment 2 `】`

`【` Attachment 3 `】`

`【` Attachment 4 `】`

`【` Attachment 5 `】`

`【` Appendix 1 `】`