LPI - AGM Information 2024 | FinancialReports.eu

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Stock code: 2369

LINGSEN PRECISION INDUSTRIES, LTD.

2024ANNUAL GENERAL SHAREHOLDERS’ MEETING Meeting Agenda

【Translation】

THIS MEETING AGENDA IS AVAILABLE AT THE FOLLOWING WEBSITES: WEBSITE OF TAIWAN STOCK EXCHANGE MARKET OBSERVATION: HTTPS://MOPS.TWSE.COM.TW COMPANY WEBSITE: HTTPS://WWW.LINGSEN.COM.TW

MEETING TYPE : PHYSICAL SHAREHOLDERS' MEETING. TIME: MAY 30, 2024 (THURSDAY) AT 9:00AM LOCATION OF MEETING: 5F, NO.5 -1, SOUTH 2[nd] ROAD, TANZI DIST. TAICHUNG CITY, TAIWAN.

---Disclaimer---

THIS IS A TRANSLATION OF THE AGENDA FOR THE 2024 ANNUAL GENERAL SHAREHOLDERS’ MEETING OF LINGSEN PRECISION INDUSTRIES, LTD. THE TRANSLATION IS INTENDED FOR REFERENCE ONLY. IF THERE IS ANY

DISCREPANCY BETWEEN THE ENGLISH VERSION AND CHINESE VERSION, THE CHINESE VERSION SHALL PREVAIL.

Table of Contents
	Page
1. Meeting Procedure	1
2. Meeting Agenda	2
3. Reported Matters	3
4. Acknowledged Matters	9
5. Discussion Matters	11
6. Extempore Motions	13

Appendix

Independent Auditors’ Report and Parent CompanyOnlyFinancial Statements foryear 2023	14
Independent Auditors’ Report and Consolidated Financial Statements foryear 2023	24
Articles of Incorporation	34
The Rules of Procedure for Shareholders’Meetings	39
The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate	42
Shareholdingof Directors	42

Lingsen Precision Industries, Ltd. Procedure for the 2024 Annual Meeting of Shareholders

、
1 Call the Meeting to Order
、
2 Chairman’s Address
、
3 Reported Matters
、
4 Acknowledged Matters
、
5 Discussion Matters
、
6 Extempore Motions
、
7 Adjournment
1 -

Lingsen Precision Industries, Ltd. Year 2024 Agenda of Annual Meeting of Shareholders

Meeting type: Physical shareholders' meeting.
Time: May 30, 2024 (Thursday) at 9:00am
Location of meeting: 5F, NO.5-1, South 2[nd] Road, Tanzi Dist. Taichung City, Taiwan.
Chairman’s Address
Reported Matters
(1) 2023 Business Report.
(2) Report by Audit Committee on the examination of 2023 financial statements.
(3) Communication status between Audit Committee and internal audit supervisor.
(4) Report on the condition of the company's endorsement and guarantees for other company.
(5) Other matters to be reported.
Acknowledge Matters
(1) Acknowledge of 2023 business report and financial statements. (Proposed by board) (2) Acknowledge of 2023 deficit compensation. (Proposed by board)
Discussion Matters
(1) Discussion of the cash distribution from capital surplus. (Proposed by board)
(2) Discussion to approve the lifting of non-competition restrictions on directors. (Proposed by board)
Extempore Motions
Adjournment
2 -

Reported Matters

Item 1: 2023 Business Report.

Explanation : Please refer to the attachment.

Business Report

(I) Operating principle and implementation
The Company’s essential philosophy is being innovative and creative, honest and practical, and excellence sharing. The major operating principles are as follows:
i. Improving service quality, strengthen the communication with customers and build up a balanced relationship with customers.
ii. Improving current manufacturing process, innovating new manufacturing process, improve the quality and reduce costs to create profits, proactively.
iii. Continuously innovating product development and available in diverse products package manufacturing process to meet customers’ needs.
iv. Improving internal operation efficiency and enhance the quality for employee’s operation.
v. Strengthening the function of information systems to improve manufacturing and automatic inspection operation.
vi. Introducing 5S activities to optimize the working environment to avoid occupational accident and reduce wastage.
vii. Continuously enhancing the educational training to train the talent to assists the company’s sustainable management and development.

(II) Result of Business Plan

In 2023, the company’s operating revenue totaled NT$ 4.7 billion, a decrease of 7.6% from 2022. The profitability turned into a loss in 2023, with a net loss of NT$ 0.156 billion or a basic loss per share of NT$ 0.42, due to the external challenges of overall economic downturn and relatively slow demand.

The company has been promoting necessary adjustments continuously amid the cyclical industry downturn. We planned to develop our business by achieving performance growth and engaging in R&D with a focus on developing mobile and automotive devices. We also improve production and manufacturing processes by refining our professional competency, enhancing production efficiency. At the same time, we will continue to pursue growth and progress and journey into a brighter future.

	(Amount Expressed in Thousands of New Taiwan Dollars)	(Amount Expressed in Thousands of New Taiwan Dollars)	(Amount Expressed in Thousands of New Taiwan Dollars)
Items	Year 2023	Year 2022	Annual growth rate YoY
Operating revenue	4,725,754	5,113,539	(387,785)
Gross profit	174,662	502,351	(327,689)
Gross profit (%)	3%	10%	-7ppts
Operating expenses	297,385	337,750	(40,365)
Operating profit (loss)	(122,723)	164,601	(287,324)
Operating profit (%)	-3%	3%	-6ppts
Total non-operating income and expenses	(63,616)	(991)	(62,625)
Net profit (loss)	(156,458)	207,291	(363,749)

(III) 2023 Budget Implementation Status

The company did not prepare financial forecast for 2023.

(IV) Financial Revenue and Expenditure Status and Profitability Capacity Analysis

	Item analyzed	Year 2023	Year 2022
Financial Structure	Debt Ratio (%)	21.51	26.60
	Ratio of Long-term capital to property, plant and equipment (%)	202.66	205.30
Solvency	Current Ratio(%)	243.09	250.21
	Quick Ratio(%)	198.40	180.86
Profitability	Return On Assets(%)	(1.91)	2.68
	Return On Equity (%)	(2.80)	3.58
	Operating profit topaid-in capital(%)	(3.22)	4.33
	Pre-tax Income topaid-in capital (%)	(4.90)	4.30
	Profit Margin(%)	(3.31)	4.05
	EPS(NT$)	(0.42)	0.56

(V) Research and Development Status

(Amount Expressed in Thousands of New Taiwan Dollars)	(Amount Expressed in Thousands of New Taiwan Dollars)	(Amount Expressed in Thousands of New Taiwan Dollars)	(Amount Expressed in Thousands of New Taiwan Dollars)
Year	Year 2023	Year 2022	Year 2021
Research & Development Expense	101,360	131,024	143,554
R&D Expense to operatingrevenue (%)	2	3	2

Chairman: Shu-Chyuan Yeh Manager: Tse-Sung Tsai Accounting Supervisor: Ming-Wei Lai

Item 2:

Report by Audit Committee on the examination of 2023 financial statements.

Audit Committee’s Review Report

The Board of Directors has prepared and submitted to us the Company’s 2023 Business Report, Financial Statements and proposal for deficit compensation. The Financial Statements have been audited, certified and issued an audit report by Shu-Chin Chiang and Ting-Chien Su of Deloitte & Touche CPA. The Business Report, Financial Statements and proposal for deficit compensation have been reviewed and determined to be correct and accurate by the Audit Committee members. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Lingsen Precision Industries, Ltd. Chairman of the Audit Committee: Feng-Hsien Shih

February 26, 2024

Item 3:

Communication status between Audit Committee and internal audit supervisor.

Explanation : The internal audit supervisor performs auditing operations and regularly submits aggregated audit reports to the Audit Committee based on the annual audit plans. The issue raised by independent directors may be replied to and communicated timely.

The communications between the Audit Committee and internal audit supervisor are good. The major communications in 2023 are summarized as follows:

Communication status between independent directors and internal audit supervisor

Date	Attendees	Item of communication	Results of communication
February 23, 2023 Audit Committee	Independent directors: Feng-Hsien Shih Wan-Ping Chen Pin-Chi Wei Internal audit supervisor: Zhi-wei Yang	1. 2022 Internal Control Statement. 2. Report and communications on the amendment to the company’s internal control system and internal audit implementation rules.	Item 1~2 No objections from the independent directors. & submitted to the Board for resolution.
November 6, 2023 Closed door meeting	Independent directors: Feng-Hsien Shih Wan-Ping Chen Pin-Chi Wei CPA: Shu-Chin Chiang Internal audit supervisor: Zhi-wei Yang	1. Internal audit supervisor present Report on 2024 internal audit plan. Report on internal audit execution. Report on Training status. Report on Corporate Governance Evaluation. 2.CPAs present Report the results and major review matters of 2023 Q3 financial report. Report on the planning key audit matters of 2023. Independence Statement. Report of regulatory developments, Introduction to IFRS S1 / S2.	1. No objections from the independent directors & submitted to the Board for resolution. 2. Noted.
November 6, 2023 Audit Committee	Independent directors: Feng-Hsien Shih Wan-Ping Chen Pin-Chi Wei CPA: Shu-Chin Chiang Internal audit supervisor: Zhi-wei Yang	1. 2023 Q3 financial report. 2. Report and communications on the amendment to the company’s internal control system and internal audit implementation rules.	Item 1~2 No objections from the independent directors & submitted to the Board for resolution.

Item 4:

Report on the condition of the company's endorsement and guarantees for other company.

Explanation : The Company’s endorsement and guarantee amount for other company as of December 31, 2023 is as follows:

(Amount Expressed in Thousands)

Guaranteed Party	Guaranteed Party	Quota	Amount Actually Used
Name	Nature of relationship
Ningbo Liyuan Technology Co., Ltd.	Second-tier Subsidiary	NT$ 153,525 （US$5,000）	NT$ 61,410 （US$2,000）
Total		NT$ 153,525	NT$ 61,410
Remark: 1. The amount of endorsement and guarantee provided to each guaranteed party shall not exceed 15% of the Company's net worth as stated in its latest financial statement. 2. The total endorsement and guarantee amount provided shall not exceed 30% of the Company's net worth as stated in its latest financial statement.

Item 5: Other matters to be reported.

Explanation: Handling of the shareholder proposals in the regular shareholders meeting:

According to Article 172-1 of the Company Act, shareholders who hold more than 1% of the total number of issued shares may submit a proposal in the annual general shareholders’ meeting, but are limited to one proposal within 300 words.
The Company accepted shareholders’ proposal in writing for the 2024 regular shareholders meeting between March 15, 2024 and March 25, 2024. It has been announced at the Market Observation Post System in accordance with the law.
The Company did not receive any proposal from shareholders.
8 -

Acknowledged Matters

Item 1(Proposed by board)

Proposal: Acknowledge of 2023 business report and financial statements.

Explanation :

The 2023 business report and stand-alone and consolidated financial statements were composed by the board of directors. The company’s financial statements were audited by independent auditors Shu-Chin Chiang and Ting-Chien Su, of the Deloitte Touche Tohmatsu Limited and were reviewed by the Audit Committee along with a written audit report issued.
The 2023 business report (please refer to page 4-5), independent auditors’ report, stand-alone and consolidated financial statements (please refer to page 14-33)

Resolution:

Item 2(Proposed by board)

Proposal: Acknowledge of 2023 deficit compensation.

Explanation : 1. The Company’s 2023 deficit compensation table has been resolved by the board of directors on February 26, 2024, and reviewed by the Audit Committee with a written audit report issued.
The company’s 2023 net loss after tax was NT$156,457,976, and resulted from adding NT$483,336,373 of unappropriated retained earnings of prior years, deducting NT$13,015,513 of disposing the investment in equity instrument measured at fair value through other comprehensive income, the cumulative profit and losses directly transferred to retained earnings, and adding NT$584,236 of remeasurement of defined benefit plans, after reserving special reserve of NT$72,714,536, therefore the total amount of earnings available for distribution is NT$387,161,656. The company proposed not to distribute dividends.
The proposed 2023 deficit compensation table is as follows.

Lingsen Precision Industries, Ltd. Deficit compensation Table Year 2023

Unit: NT$

Unappropriated retained earnings of prior years

Unappropriated retained earnings of prior years 483,336,373 Less : 2023 net loss after tax (156,457,976) Less: Disposing the investment in equity instrument measured (13,015,513) at fair value through other comprehensive income, the cumulative profit and losses directly transferred to retained earnings, due to subsidiary Plus :2023 remeasurement of defined benefit plans 584,236 The amount of net loss after tax for the period and the amount (168,889,253) adjusted to the current year’s undistributed earnings Plus: special reserve reversal 72,714,536 Earnings in 2023 Available for Distribution (96,174,717) Earnings Available for Distribution 387,161,656 Unappropriated retained earnings 387,161,656

NOTE: The company proposed not to distribute dividends

Chairman: Shu-Chyuan Yeh Manager: Tse-Sung Tsai Accounting Supervisor: Ming-Wei Lai

Resolution:

10 -

Discussion Matters

Item 1(Proposed by board)

Proposal: Discussion of the cash distribution from capital surplus. Explanation :

The company intends to distribute capital surplus of NT$114,030,704 in the excess of par value of the shares to the register of shareholders on the record date, and the expected cash per share is NT$0.3. Cash payment shall be rounded to 1 NT$ (amounts less than 1 NT$ shall be ignored). The remaining fraction will be adjusted from the decimal point to the smallest and the shareholder’s number from front to back, until it matches the total amounts.
In the event of any change in the number of outstanding shares, the dividend ratio must be adjusted. It is proposed to fully authorize the board of directors to adjust the dividend ratio and to proceed on the relevant matters.
Upon the approval of the Annual Meeting of Shareholders, it is proposed that the board of directors be authorized to resolve the record date, and other relevant issues.

Resolution:

11 -

Item 2(Proposed by board)

Proposal: Discussion to approve the lifting of non-competition restrictions on directors. Explanation :

As stated in paragraph 1 of Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
If the Company’s directors invest in or operate in the same or similar business scope of the company and act as directors or managers of the company’s reinvestment, it is proposed to the shareholders’ meeting for approval in accordance with the law to release the directors from noncompetition restrictions, without prejudice to the interests of the company.
The table of the non-competition status of the directors :

Title	Name	Hold a concurrentposition in other company	Hold a concurrentposition in other company
		CompanyName	Title
Director	Ming-Te, Tu	Sooner Power Semiconductor Co.,Ltd.	Representative of the corporate director
		Panther TechnologyCo.,Ltd.	Representative of the corporate director.
		Nexus Material Corporation	Representative of the corporate director

Resolution:

12 -

Extempore Motions

Adjournment

13 -

Appendix

Independent Auditors’ Report

To the Board of Directors and Shareholders of Lingsen Precision Industries, Ltd.

Audit opinions

We have audited the accompanying parent company only financial statements of Lingsen Precision Industries, Ltd. (the “Company”), which comprise the unconsolidated balance sheets as of December 31, 2023 and 2022, and the unconsolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying unconsolidated financial statements present fairly, in all material respects, the unconsolidated financial position of the Company as of December 31, 2023 and 2022, and its unconsolidated financial performance and its unconsolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulation Governing Auditing and Certification of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the R.O.C. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Unconsolidated Financial Statements section of our report. The auditors of the firm, subject to the independence regulations, have maintained independence from the Company in accordance with the Code of Ethics and perform other obligations of such Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

The key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the unconsolidated financial statements of the Company for the year ended December 31, 2023. These matters were addressed in the context of our audit of the unconsolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company's unconsolidated financial statements for the year ended December 31, 2023 are stated as follows:

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Authenticity of service revenue recognition

The main source of revenue of the Company relies on the service revenue from various wafers and integrated circuit packaging and testing services; therefore, the service revenue is determined to be the main indicator for the management to evaluate the business performance, and its recognition authenticity has a material impact on the overall financial statements. Accordingly, the authenticity of the recognition of specific customer service revenue is listed as the key audit matter. For revenue recognition related accounting policy, please refer to Notes 4 and 20 of the unconsolidated financial statements.

We summarize the main audit procedures executed for the aforementioned matters of the current year as follows:

Understand and assess the internal control design related to the audit and risk in the product sales and payment collection cycle and conduct a test on its effectiveness.
Inspect and obtain samples from the account sales of specific customers, and inspect relevant documents of delivery orders and sales invoices, and also verify whether the payment collection subjects are consistent with the delivery subjects, and also perform letter issuance for customers of service revenue, in order to verify the authenticity of the service revenue.

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

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

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

Those charged with governance, Including the Audit Committee, are responsible for overseeing the Company’s financial reporting process.

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

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

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

Identify and assess the risk of material misstatement of the unconsolidated financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidence in order to be used as the basis for the opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. In case where we consider that such events or circumstances have a material uncertainty, then relevant disclosure of the unconsolidated financial statements are required to be provided in our audit report to allow users of unconsolidated financial statements to be aware of such events or circumstances, or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Lingsen Precision Industries, Ltd. to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the unconsolidated financial statements, including relevant notes, and whether the unconsolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entity of the Company, and express an opinion on unconsolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the Company. We remain solely responsible for our audit opinion.

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

We also provide the governance units with statements that we have complied with relevant matters that may reasonably be thought to bear on our independence, and we have also communicated with the governance units on all relationships and other matters (including relevant protective measures) that may be considered to affect the independence of auditors.

From the matters communicated with those charged with governance, we determine those matters that were of most significant in the audit of the Company’s 2023 unconsolidated

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

Deloitte Taiwan

CPA Shu-Ching Chiang

CPA Ting-Chien Su

Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 1000028068

Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 1070323246

February 26, 2024

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Lingsen Precision Industries, Ltd. Parent Company Only Balance Sheets December 31, 2023 and 2022

Unit: In Thousands of New Taiwan Dollars

				December 31,	2023					December 31,	2022
Code	ASSETS			Amount		%				Amount		%
	Current Assets
1100	Cash and cash equivalents (Notes 4 and 6)		$	905,641		13			$	1,146,420		15
1136	Financial assets at amortized cost- current(Notes 4,8,27
	and28)			161,000			2			263,000		3
1140	Contract assets - current (Notes 4 and 20)			117,146			2			94,677		1
1170	Accounts receivable (Notes 4, 9 and 20)			957,070		14				810,312		10
1200	Other receivables (Notes 4 )			13,761			-			11,881		-
1220	Current tax assets (Notes 4 and 22)			57,540			1			44,854		1
1310	Inventories (Notes 4 and 10)			275,965			4			498,820		6
1470	Other current assets (Notes 14)			221,109			3			267,834		4
11XX	Total current assets			2,709,232		39				3,137,798		40
	Non-current assets
1517	Financial assets at fair value through other comprehensive
	income - non-current
	(Note 4 and 7)			11,763			-			9,048		-
1550	Investment accounted for using the equity method (Notes 4
	and 11)			916,893		13				884,958		11
1600	Property, plant and equipment (Notes 4, 12 and 28)			2,874,164		42				3,179,568		41
1755	Right-of-use assets (Notes 4 and 13)			143,259			2			145,342		2
1840	Deferred tax assets (Notes 4, 5 and 22)			166,386			2			145,168		2
1915	Prepayments for facilities			37,057			1			138,629		2
1920	Refundable deposits (Note 4)			1,232			-			534		-
1975	Net defined benefit assets - non-current (Notes 4 and 18)			70,849			1			136,051		2
1990	Other non-current assets			8,670			-			4,685		-
15XX	Total non-current assets			4,230,273		61				4,643,983		60
1XXX	Total assets		$	6,939,505		100			$	7,781,781		100
Code	Liabilities and Equity
	Current Liabilities
2100	Short-term bank borrowings (Notes 15)		$	56,772			1		$	282,778		4
2170	Accounts payable			216,591			3			186,848		2
2200	Other payables (Notes 16 and 27)			428,359			6			457,912		6
2230	Current tax liabilities (Notes 4 and 22)			3,517			-			-		-
2250	Liability reserve - current (Notes 4 and 17)			5,540			-			5,534		-
2280	Lease liabilities - current (Notes 4 and 13)			4,455			-			3,727		-
2320	Long-term borrowings due in one year (Notes 15 and 28)			310,596			5			237,929		3
2399	Other current liabilities			88,663			1			79,315		1
21XX	Total current liabilities			1,114,493		16				1,254,043		16
	Non-current liabilities
2540	Long-term banks borrowings (Notes 15 and 28)			216,361			3			651,957		9
2570	Deferred tax liabilities (Notes 4 and 22)			18,732			1			18,686		-
2580	Lease liabilities - non-current (Notes 4 and 13)			141,277			2			143,637		2
2645	Deposits received			1,900			-			1,936		-
25XX	Total non-current liabilities			378,270			6			816,216		11
2XXX	Total Liabilities			1,492,763		22				2,070,259		27
	Equity
3110	Ordinary shares			3,801,023		55				3,801,023		49
3200	Capital surplus			1,266,753		18				1,265,021		16
	Retained earnings
3310	Legal reserve			121,394			2			91,283		1
3320	Special reserve			165,598			2			91,034		1
3350	Unappropriated earnings			314,447			5			702,042		9
3400	Other equities	(		46,058 )	(		1 )	(		62,466 )	(	1 )
3500	Treasury shares	(		176,415)	(		3)	(		176,415 )	(	2)
3XXX	Total equity			5,446,742		78				5,711,522		73
	Total liabilities and equities		$	6,939,505		100			$	7,781,781		100

The accompanying notes are an integral part of the unconsolidated financial report

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Lingsen Precision Industries, Ltd. Parent Company Only Statements of Comprehensive Income

For the Years from January 1 to December 31, 2023 and 2022

Unit: Expressed in NT$ thousand; except earnings(loss) per share expressed in NT$

	2023			2022
	Amount $ 4,725,754 4,551,092 174,662 47,244 149,326 101,360 545) 297,385 122,723) 11,701 13,127 1,186 25,973 - 2,389 19,662 ) 98,330) 63,616)			Amount $ 5,113,539 4,611,188 502,351 52,575 154,554 131,024 (403 ) 337,750 164,601 6,109 12,537 828 77,632 486 14,749 12,573 ) 100,759) 991)	%
( ( ( ( (		(	( ( (		100 90 10 1 3 3 - 7 3 - - - 2 - - - ( 2) -

(Continued on next page)

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(Continued from previous page)

Code 7900 Net profit (loss) before income tax 7950 Income tax benefit (Notes 4 and 22) 8200 Net profit (loss) for the year Other comprehensive income (loss) (Note 4) 8310 Items not reclassified subsequently to profit or loss 8311 Remeasurement of defined benefit plans (Note 18) 8316 Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income 8330 Share of other comprehensive profits/losses of subsidiaries and associated companies accounted for using equity method 8349 Income tax related to items that will not be reclassified subsequently (Note 22) 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of the financial statements of foreign operations 8300 Other comprehensive income of the year (net amount after tax) 8500 Total comprehensive income for the year Earnings(loss)per share (Note 23) 9750 Basic 9850 Diluted		2023		% 4 ) 1 3) - - - - - - - - - 3)		2022
		Amount $ 186,339 ) 29,881 156,458) 730 1,018 5,756 146) 7,358 3,381) 3,977 $ 152,481) $ 0.42) $ 0.42)						%
	( ( ( ( ( ( (		( ( (					3 1 4 2 - - - 2 - 2 6

The accompanying notes are an integral part of the unconsolidated financial report

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Unit: In Thousands of New Taiwan Dollars

Lingsen Precision Industries, Ltd. Parent Company Only Statement of Changes in Equity For the Years from January 1 to December 31, 2023 and 2022

Retained earnings(Note 19) Unappropriated earnings (accumulated deficit) (Note 4) Legal reserve Special reserve $ - $ 160,419 $ 912,825 91,283 - ( 91,283) - - (490,000) - ( 69,385) 69,385 - - - - - - - - 207,291 - - 93,824 - - 301,115 - - - 91,283 91,034 702,042 30,111 - ( 30,111) - 74,564 ( 74,564) - - ( 114,031) - - - - - - - - ( 156,458) - - 584 - - (155,874) - - ( 13,015) $ 121,394 $ 165,598 $ 314,447	Retained earnings(Note 19) Unappropriated earnings (accumulated deficit) (Note 4) Legal reserve Special reserve $ - $ 160,419 $ 912,825 91,283 - ( 91,283) - - (490,000) - ( 69,385) 69,385 - - - - - - - - 207,291 - - 93,824 - - 301,115 - - - 91,283 91,034 702,042 30,111 - ( 30,111) - 74,564 ( 74,564) - - ( 114,031) - - - - - - - - ( 156,458) - - 584 - - (155,874) - - ( 13,015) $ 121,394 $ 165,598 $ 314,447	Retained earnings(Note 19) Unappropriated earnings (accumulated deficit) (Note 4) Legal reserve Special reserve $ - $ 160,419 $ 912,825 91,283 - ( 91,283) - - (490,000) - ( 69,385) 69,385 - - - - - - - - 207,291 - - 93,824 - - 301,115 - - - 91,283 91,034 702,042 30,111 - ( 30,111) - 74,564 ( 74,564) - - ( 114,031) - - - - - - - - ( 156,458) - - 584 - - (155,874) - - ( 13,015) $ 121,394 $ 165,598 $ 314,447	Other equityitems(Note 4) Exchange differences on translation of the financial statements of foreign operations Unrealized Valuation Gain/(Loss) on Financial Assets at Fair Value Through Other comprehensive income ($ 24,628) ($ 46,744) - - - - - - - - - - - - 9,298 ( 392) 9,298 ( 392) - - ( 15,330) ( 47,136) - - - - - - - - - - - - ( 3,381) 6,774 ( 3,381) 6,774 - 13,015 ($ 18,711) ($ 27,347)	Other equityitems(Note 4) Exchange differences on translation of the financial statements of foreign operations Unrealized Valuation Gain/(Loss) on Financial Assets at Fair Value Through Other comprehensive income ($ 24,628) ($ 46,744) - - - - - - - - - - - - 9,298 ( 392) 9,298 ( 392) - - ( 15,330) ( 47,136) - - - - - - - - - - - - ( 3,381) 6,774 ( 3,381) 6,774 - 13,015 ($ 18,711) ($ 27,347)	Other equityitems(Note 4) Exchange differences on translation of the financial statements of foreign operations Unrealized Valuation Gain/(Loss) on Financial Assets at Fair Value Through Other comprehensive income ($ 24,628) ($ 46,744) - - - - - - - - - - - - 9,298 ( 392) 9,298 ( 392) - - ( 15,330) ( 47,136) - - - - - - - - - - - - ( 3,381) 6,774 ( 3,381) 6,774 - 13,015 ($ 18,711) ($ 27,347)	Treasury shares (Note 19) ($ 199,828) - - - - - - - - 23,413 (176,415) - - - - - - - - - ($ 176,415)		Total equity
			Exchange differences on translation of the financial statements of foreign operations ($ 24,628) - - - - - - 9,298 9,298 - ( 15,330) - - - - - - ( 3,381) ( 3,381) - ($ 18,711)
Legal reserve $ - 91,283 - - - - - - - - 91,283 30,111 - - - - - - - - $ 121,394	Special reserve $ 160,419 - - ( 69,385) - - - - - - 91,034 - 74,564 - - - - - - - $ 165,598
		( ( ( ( ( ( ( (		(	( (	( ( (	(	$ 5,853,078 - ( 490,000) - 67 7,295 207,291 102,730 310,021 31,061 5,711,522 - - 114,031) 35 1,697 ( 156,458) 3,977 ( 152,481) - $ 5,446,742
				(


				(




$ 121

The accompanying notes are an integral part of the unconsolidated financial report

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Lingsen Precision Industries, Ltd.

Parent Company Only Statement of Cash Flows

For the Years from January 1 to December 31, 2023 and 2022

Unit: In Thousands of New Taiwan Dollars

Code Cash flows from operating activities A10000 Net profit (loss) before tax for the year Income/expenses items A20100 Depreciation expense A20300 Expected credit impairment losses A20900 Interest expenses A21200 Interest income A21300 Dividend income A21900 The cost of remuneration on a share-based basis A22400 Share of loss (profit) from subsidiaries and associated companies using the equity method A22500 Gains on disposal of property, plant and equipment A23800 Reversal of impairment loss on non-financial assets A24100 Unrealized foreign currency exchange net profit A29900 Amortization of prepayments A30000 Net changes in operating assets and liabilities A31125 Contract assets A31150 Accounts receivable A31180 Other receivables A31200 Inventories A31240 Other current assets A31990 Net defined benefit assets A32150 Accounts payable A32180 Other payables A32200 Provision (reversal) for liabilities A32230 Other current liabilities A33000 Cash provided by operating activities A33100 Interest received A33300 Interest paid A33500 Income tax returned AAAA Net cash inflow from operating activities (Continued on next page)	2023 ( $ 186,339 ) 575,786 ( 545 ) 19,662 ( 11,701 ) ( 1,186 ) - 98,330 - 12,182 2,591 4,331 ( 22,469 ) ( 156,266 ) ( 1,833 ) 217,701 39,697 65,932 34,253 ( 15,408 ) 6 9,348 684,072 11,654 ( 19,892 ) ( 606) 675,228	2022
		$ 163,610 548,266 403 12,573 ( 6,109 ) ( 828 ) 7,711 100,759 ( 486 ) 33,520 1,105 2,767 40,982 626,685 8,997 125,284 ( 39,142 ) ( 6,762 ) ( 291,538 ) ( 228,111 ) 1,554 15,425 1,115,859 5,890 ( 12,118 ) (155,183 ) 954,448

22 -

(Continued from previous page)

Code Cash flows from investing activities B00050 Disposition of financial assets at amortized cost B02200 Net cash outflow for obtaining subsidiaries B02700 Purchase of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Increase in refundable deposits B06700 Increase in other non-current assets B07100 Increase in prepaid facilities amount B07600 Dividends received BBBB Net cash outflow from investment activities Cash flows from financing activities C00100 Increase in short-term bank borrowings C00200 Decrease in short-term bank borrowings C01600 Proceeds from long-term bank borrowings C01700 Repayments of long-term bank borrowings C03000 Increase in guarantee deposits received C04020 Repaid principal of lease liabilities C04500 Payment of cash dividends C04800 Employees execute stock options C09900 Uncollected overdue dividends CCCC Net cash inflow (outflow) from financing activities EEEE Increase (decrease) of cash and cash equivalents for the year E00100 Beginning cash and cash equivalents of the year E00200 End cash and cash equivalents of the year	2023 $ 102,000 ( 127,890 ) ( 170,573 ) - ( 698 ) ( 8,316 ) ( 6,910 ) 1,186 ( 211,201) 855,011 ( 1,078,438 ) - ( 362,929 ) ( 36 ) ( 4,418 ) ( 114,031 ) - 35 ( 704,806) ( 240,779 ) 1,146,420 $ 905,641		2022
		( ( ( ( ( ( ( ( ( ( ( (	$ - $ 29,710 ) 464,172 ) 486 210 ) 1,613 ) 104,584 ) 828 ( 598,975) 749,733 659,781 ) 300,000 290,814 ) 49,886 ) 4,420 ) 490,000 ) 23,350 67 421,751 ) 66,278 ) 1,212,698 $1,146,420

The accompanying notes are an integral part of the unconsolidated financial report

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Independent Auditors’ Report

To the Board of Directors and Shareholders of Lingsen Precision Industries, Ltd.

Audit opinions

We have audited the accompanying consolidated financial statements of Lingsen Precision Industries, Ltd. and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulation Governing Auditing and Certification of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the R.O.C. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. The auditors of the firm, subject to the independence regulations, have maintained independence from the Group in accordance with the Code of Ethics and perform other obligations of such Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Group for the year 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters for the Group's consolidated financial statements for the year 2023 are

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stated as follows:

Authenticity of service revenue recognition

The main source of revenue of the Group relies on the service revenue from the various wafers and integrated circuit packaging and testing services; therefore, the service revenue is determined to be the main indicator for the management to evaluate the business performance, and its recognition authenticity has a material impact on the overall financial statements. Accordingly, the authenticity of the recognition of specific customer service revenue is listed as the key audit matter. For revenue recognition related accounting policy, please refer to Notes 4 and 21 of the consolidated financial statements.

We summarize the main audit procedures executed for the aforementioned matters of the current year as follows:

Understand and assess the internal control design related to the audit and risk in the product sales and payment collection cycle and conduct a test on its effectiveness.
Inspect and obtain samples from the account sales of specific customers, and inspect relevant documents of delivery orders and sales invoices, and also verify whether the payment collection subjects are consistent with the delivery subjects, and also perform letter issuance for customers of service revenue, in order to verify the authenticity of the service revenue.

Other Matters

Lingsen Precision Industries, Ltd. has prepared the parent company only financial statements for 2023 and 2022, to which we have also issued an independent auditor's report with unqualified opinion along with the section on other matters and provided for reference.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the R.O.C., and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the responsibilities of the management include assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial

25 -

statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. The term of “reasonable assurance” refers to high level of assurance. Nevertheless, the audit performed according to the Generally Accepted Auditing Standards cannot guarantee the discovery of material misstatement in the financial statements. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

Identify and assess the risk of material misstatement of the consolidated financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidence in order to be used as the basis for the opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain a necessary understanding of internal control concerning the inspection in order to design appropriate inspection procedures that are appropriate for the time being. The purpose, however, is not to effectively express opinions on the internal control of the Group.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.
According to the audit evidence obtained, evaluate the appropriateness of the continuous operation accounting basis and whether events or circumstances possibly generating material concerns on the continuous operation ability of the Group have significant uncertainty, and provide conclusion thereto. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. Nevertheless, future events or circumstances may cause the Group to have no ability for continuous operation.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including relevant notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence for the financial information of individual entities of the Group and provide opinion on the consolidated financial statements. We handle the guidance, supervision and execution of the audit on the Group and are responsible for preparing the opinion for the Group.

26 -

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

Deloitte Taiwan

CPA Shu-Ching Chiang

CPA Ting-Chien Su

Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 1000028068

Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 1070323246

February 26, 2024

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Lingsen Precision Industries, Ltd. and Subsidiaries Consolidated Balance Sheet December 31, 2023 and 2022

Unit: In Thousands of New Taiwan Dollars

			December31,	2023				December31,	2022
Code	ASSETS		Amount		%			Amount		%
	Current Assets
1100	Cash and cash equivalents (Notes 4 and 6)	$$ 1,216,675			15		$	1,572,022		18
1136	Financial assets at amortized cost- current(Notes 4,8 and29)		293,457		4			275,400		3
1140	Contract assets - current (Notes 4 and 21)		122,664		2			100,980		1
1150	Notes receivable (Notes 4 and 21)		17		-			-		-
1170	Accounts receivable (Notes 4,9,21)		1,193,328		15			974,383		11
1200	Other receivables (Notes 4)		16,760		-			15,829		-
1220	Current tax assets (Notes 4 and 23)		72,712		1			59,399		1
1310	Inventories (Notes 4 and 10)		293,114		4			530,864		6
1470	Other current assets (Notes 15 )		248,938		3			298,704		4
11XX	Total current assets		3,457,665		44			3,827,581		44
	Non-current assets
1517	Financial assets at fair value through other comprehensive income-
	non-current (Note 4 and 7)		40,719		1			34,317		-
1550	Investment accounted for using the equity method (Notes 4 and 12)		-		-			-		-
1600	Property, plant and equipment (Notes 4, 13 and 29)		3,995,730		50			4,284,385		49
1755	Right-of-use assets (Notes 4 and 14)		146,988		2			150,851		2
1840	Deferred tax assets (Notes 4, 5 and 23)		172,805		2			150,887		2
1915	Prepayments for facilities		38,057		-			149,977		2
1920	Refundable deposits (Note 4)		2,471		-			1,309		-
1975	Net defined benefit assets - non-current (Notes 4 and 19)		70,849		1			136,051		1
1990	Other non-current assets		19,157		-			19,896		-
15XX	Total non-current assets		4,486,776		56			4,927,673		56
1XXX	Total assets	$	7,944,441		100		$	8,755,254		100
Code	Liabilities and Equity
	Current Liabilities
2100	Short-term bank borrowings (Notes 4 and 16)	$	118,182		1		$	405,617		5
2150	Notes payable		5,055		-			27,182		-
2170	Accounts payable		222,247		3			188,917		2
2200	Other payables (Note 17)		561,650		7			586,141		7
2230	Current tax liabilities (Notes 4 and 23)		3,577		-			-		-
2250	Liability reserve - current (Notes 4 and 18)		5,540		-			5,534		-
2280	Lease liabilities - current (Notes 4 and 14)		5,117		-			5,303		-
2320	Long-term borrowings due in one year (Notes 4, 16 and 29)		448,161		6			340,164		4
2399	Other current liabilities		91,382		1			86,993		1
21XX	Total current liabilities		1,460,911		18			1,645,851		19
	Non-current liabilities
2540	Long-term banks borrowings (Notes 4, 16 and 29)		640,841		8			994,796		11
2570	Deferred tax liabilities (Notes 4 and 23)		18,732		-			19,138		-
2580	Lease liabilities - non-current (Notes 4 and 14)		141,277		2			144,300		2
2645	Deposits received		1,900		-			1,936		-
25XX	Total non-current liabilities		802,750		10			1,160,170		13
2XXX	Total Liabilities		2,263,661		28			2,806,021		32
	Equity attributable to owners of the company
3110	Ordinary shares		3,801,023		48			3,801,023		43
3200	Capital surplus		1,266,753		16			1,265,021		15
	Retained earnings
3310	Legal reserve		121,394		2			91,283		1
3320	Special reserve		165,598		2			91,034		1
3350	Unappropriated earnings		314,447		4			702,042		8
3400	Other equities	(	46,058 )	(	1 )	(		62,466 )	(	1 )
3500	Treasury shares	(	176,415)	(	2)	(		176,415)	(	2)
31XX	Total equity attributable to owners of the Company		5,446,742		69			5,711,522		65
36XX	Non-controlling interests		234,038		3			237,711		3
3XXX	Total equity		5,680,780		72			5,949,233		68
	Total liabilities and equities	$	7,944,441		100		$	8,755,254		100

The accompanying notes are an integral part of the consolidated financial statements

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Lingsen Precision Industries, Ltd. and Subsidiaries Statement of Comprehensive Income For the Years from January 1 to December 31, 2023 and 2022

Unit: Expressed in NT$ thousand; except earnings(loss) per share expressed in NT$

	2023
	Amount $ 5,660,171 5,443,612 216,559 56,435 248,411 136,376 ( 535) 440,687 ( 224,128 ) 22,832 14,375 1,501 33,889 - ( 980 ) ( 38,197 ) ( 368 ) ( - ) 33,052 191,076) 30,945 ( 160,131)
(		( (

29 -

(Continued from previous page)

Code Other comprehensive income (loss) (Note 4) 8310 Items not reclassified subsequently to profit or loss 8311 Remeasurement of defined benefit plans(Note 19) 8316 Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income 8349 Income tax related to items that will not be reclassified subsequently (Note 23) 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of the financial statements of foreign operations 8300 Other comprehensive income of the year (Net income after tax) 8500 Total comprehensive income (loss) for the year Net profit (loss) attributable to: 8610 Owners of the company 8620 Non-controlling interests 8600 Total comprehensive income attributable to: 8710 Owners of the company 8720 Non-controlling interests 8700 Earnings(loss) per share (Note 24) 9750 Basic 9850 Diluted		2023
		Amount $ 730 6,774 146) 7,358 3,381) 3,977 ($ 156,154) ($ 156,458) ( 3,673) ($ 160,131) ($ 152,481) ( 3,673) ($ 156,154) ($ 0.42) ($ 0.42)
	( (

The accompanying notes are an integral part of the consolidated financial statements

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Lingsen Precision Industries, Ltd. and Subsidiaries

Consolidated Statement of Changes in Equity

For the Years from January 1 to December 31, 2023 and 2022

Unit: In Thousands of New Taiwan Dollars

				Equityattributable to owners of the company	Equityattributable to owners of the company	Equityattributable to owners of the company	Equityattributable to owners of the company	Equityattributable to owners of the company			Non-controlling interests (Note 20) $ 244,349 - - - - - ( 6,638 ) - ( 6,638) - 237,711 - - - - - ( 3,673 ) - ( 3,673) - $ 234,038		Total equity
Common share capital (Note 20) $3,801,023 - - - - - - - - - 3,801,023 - - - - - - - - - $ 3,801,023		Capital surplus (Note 20) $ 1,250,011 - - - 67 7,295 - - - 7,648 1,265,021 - - - 35 1,697 - - - - $ 1,266,753		Retained earnings(Note 20) Unappropriated earnings (accumulated deficit) Legal reserve Special reserve - $ 160,419 $ 912,825 91,283 - ( 91,283) - - ( 490,000) - ( 69,385) 69,385 - - - - - - - - 207,291 - - 93,824 - - 301,115 - - - 91,283 91,034 702,042 30,111 - ( 30,111) - 74,564 ( 74,564) - - ( 114,031) - - - - - - - - ( 156,458 ) - - 584 - - ( 155,874) - - ( 13,015) $ 121,394 $ 165,598 $ 314,447			Other equityitems(Note 4) Exchange differences on translation of the financial statements of foreign operations Unrealized Valuation Gain/(Loss) on Financial Assets at Fair Value Through Other comprehensive income ($ 24,628) ($ 46,744) - - - - - - - - - - - - 9,298 ( 392) 9,298 ( 392) - - ( 15,330) ( 47,136) - - - - - - - - - - - - ( 3,381) 6,774 ( 3,381) 6,774 - 13,015 ($ 18,711) ($ 27,347)		Treasury shares (Note 20) ($ 199,828) - - - - - - - - 23,413 ( 176,415) - - - - - - - - - ($ 176,415)
							Exchange differences on translation of the financial statements of foreign operations ($ 24,628) - - - - - - 9,298 9,298 - ( 15,330) - - - - - - ( 3,381) ( 3,381) - ($ 18,711)
				Legal reserve - 91,283 - - - - - - - - 91,283 30,111 - - - - - - - - $ 121,394	Special reserve $ 160,419 - - ( 69,385) - - - - - - 91,034 - 74,564 - - - - - - - $ 165,598
			$		(	( ( ( ( ( ( ( (	( ( ( ( (	( ( ( ( (	( ( (	( ( ( (	( ( ( (	( ( ( (	$ 6,097,427 - 490,000) - 67 7,295 200,653 102,730 303,383 31,061 5,949,233 - - 114,031) 35 1,697 160,131 ) 3,977 156,154) - $ 5,680,780
















	$

The accompanying notes are an integral part of the consolidated financial statements

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Lingsen Precision Industries, Ltd. and Subsidiaries Statement of Cash Flows

For the Years from January 1 to December 31, 2023 and 2022

Unit: In Thousands of New Taiwan Dollars

Code Cash flows from operating activities A10000 Net profit (loss) before tax for the year Income/expenses items A20100 Depreciation expense A20300 Expected credit impairment losses A20900 Interest expenses A21200 Interest income A21300 Dividend income A21900 The cost of remuneration on a share-based basis A22500 Gains on disposal of property, plant and equipment A23700 Loss for market price decline and obsolete and slow-moving inventories A23800 Reversal of impairment loss on non-financial assets A24100 Unrealized foreign currency exchange net profit A29900 Amortization of prepayments A29900 Other losses A30000 Net changes in operating assets and liabilities A31125 Contract assets A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31200 Inventories A31240 Other current assets A31990 Net defined benefit assets A32130 Notes payable A32150 Accounts payable A32180 Other payables A32200 Provision (reversal) for liabilities A32230 Other current liabilities A33000 Cash provided by operating activities A33100 Interest received A33300 Interest paid A33500 Income tax returned AAAA Net cash inflow from operating activities (Continued on next page)	2023 ( $ 191,076 ) 797,776 ( 535 ) 38,197 ( 22,832 ) ( 1,501 ) - - 18,220 ( 182 ) 5,609 12,668 - ( 21,777 ) ( 17 ) ( 231,788 ) ( 408 ) 226,313 42,838 65,932 ( 22,127 ) 37,956 ( 3,709 ) 6 4,389 753,952 22,290 ( 38,168 ) ( 1,259) 736,815		2022
			$157,325 749,640 ( 494 ) 22,755 ( 10,281 ) ( 1,218 ) 7,711 ( 486 ) 36,493 - 8,645 10,304 1,731 49,558 5,603 767,237 9,467 122,990 ( 50,808 ) ( 6,762 ) 3,482 ( 301,481 ) ( 276,174) 1,554 18,618 1,325,409 9,061 ( 22,080) ( 194,592) 1,117,798

32 -

(Continued from previous page)

Code Cash flows from investing activities B00030 Proceeds from capital reduction of financial assets at fair value through other comprehensive income B00040 Acquisition of financial assets at amortised cost B00050 Disposition of financial assets at amortized cost B02700 Purchase of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Increase in refundable deposits B06700 Increase in other non-current assets B07100 Increase in prepaid facilities amount B07600 Dividends received BBBB Net cash outflow from investment activities Cash flows from financing activities C00100 Increase in short-term bank borrowings C00200 Decrease in short-term bank borrowings C01600 Proceeds from long-term bank borrowings C01700 Repayments of long-term bank borrowings C03000 Increase in guarantee deposits received C04020 Repaid principal of lease liabilities C04500 Payment of cash dividends C04800 Employees execute stock options C09900 Uncollected overdue dividends CCCC Net cash inflow (outflow) from financing activities DDDD Effect of exchange rate changes on cash and cash equivalents EEEE Increase (decrease) of cash and cash equivalents for the year E00100 Beginning cash and cash equivalents of the year E00200 End cash and cash equivalents of the year	2023 $ 372 ( 121,057 ) 103,000 ( 405,596 ) - ( 1,167 ) ( 11,940 ) ( 6,892 ) 1,501 ( 441,779) 917,413 ( 1,201,683 ) 231,420 ( 477,378 ) ( 36) ( 5,995 ) ( 112,334 ) - 35 ( 648,558) ( 1,825) ( 355,347 ) 1,572,022 $1,216,675		2022
			$ - - 47,809 ( 743,430 ) 486 ( 285 ) ( 11,046 ) ( 115,912 ) 1,218 ( 821,160) 781,997 ( 688,056) 409,500 ( 366,831 ) ( 49,887) ( 5,984 ) ( 482,705) 23,350 67 ( 378,549) 6,943 ( 74,968) 1,646,990 $1,572,022

The accompanying notes are an integral part of the consolidated financial statements

33 -

Lingsen Precision Industries, Limited. Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is incorporated in accordance with the Company Act, named Lingsen Precision Industries, Limited. Article 2: The scope of business of the company are as follows: 1. CC01080 Electronics Components Manufacturing. 2. F401010 International Trade. 3. D101040 Non-Public Electric Power Generation. 4. IZ99990 Other Industrial and Commercial Services (integrated circuit testing). 5. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. Article 3: The Company is located at No. 5-1, South 2nd Road, Tanzi District, Taichung City. It may set up domestic and international branches and offices by the resolution of the board of directors. Article 4: Public announcement of the Company shall be made in accordance with the provisions of Article 28 of the Company Act.

Chapter 2 Capital Stock

Article 5: The total capital stock of the Company shall be in the amount of five billion New Taiwan Dollars, divided into 500 million shares, at ten New Taiwan Dollars each. The unissued share shall be authorized to the board of directors for issuance in batches depending on the business needs. A total of 10 million shares among the above total capital stock shall be reserved for issuing employee stock options.

Article 6: The share certificates printed by the Company are all registered and issued in accordance with the Company Act and relevant rules and regulations. Article 6-1: The Company may issue shares without printing share certificate. If the Company prints any share certificate, it shall comply with the Company Act and relevant rules and regulations.

Article 7: The Company’s shareholders shall use their true names. If a shareholder is a corporate shareholder, the name of such corporate shareholder shall be indicated thereon, and no other shareholder's name nor only the name of the representative of such corporate shareholder may be indicated thereof. Article 8: Shareholders shall submit the specimen chop to the company for record and the same applies when there are changes. The specimen chop will serve as certification for any receipt of dividends and bonuses or exercise the shareholders’ rights. Article 9: When a shareholder processes the transfer of share certificates, he or she shall submit the complete transfer application with the signatures or chops of the transferor and transferee to the Company. It shall be effective against the Company when it is registered in the shareholders roster. Article 10: The Company shall follow the provisions of the "Regulations Governing the Administration of Shareholder Services of Public Companies” promulgated by the competent authority. Article 11: Registration for transfer of shares shall be suspended for a period of sixty days before the date of a regular shareholders meeting, and thirty days before the date of a special shareholders meeting, or within five days before the date on which dividends, bonus, or any other benefits is scheduled to be paid by the Company.

Chapter 3 Shareholders’ Meeting

Article 12: There are two kinds of shareholders’ meetings: regular meeting and special

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meeting.

The regular meeting shall be convened by the board of director within six months after the close of each fiscal year in accordance with the law.

		meeting. 1. The regular meeting shall be convened by the board of director within six months after the close of each fiscal year in accordance with the law.
		2. The special meeting shall be convened whenever necessary according
		to the laws and regulations.
Article	13:	A notice regarding the date, venue, and the cause or subject of a meeting of
		shareholders to be convened shall be given to each shareholder no later than 30
		days prior to the scheduled meeting date of a regular meeting; whereas 15 days
		prior to the scheduled meeting date of a special meeting.
		The shareholders’ meeting can be held by means of visual communication
		network or other methods promulgated by the central competent authority.
Article	14:	Resolutions at a shareholders' meeting shall, unless otherwise provided for in
		this Act, be adopted by a majority vote of the shareholders present, who
		represent more than one-half of the total number of voting shares.
		When the number of shareholders present does not constitute the quorum
		prescribed in the preceding article, but those present represent one-third or more
		of the total number of issued shares, a tentative resolution may be passed by a
		majority of those present. A notice of such tentative resolution shall be given to
		each of the shareholders, and reconvene a Shareholders' meeting within one
		month. if the tentative resolution is again adopted by a majority of those present
		who represent one-third or more of the total number of issued shares, such
		tentative resolution shall be deemed to be a resolution under the preceding
		article.
		When the Company holds a shareholder meeting, it shall adopt the exercise of
		voting rights by electronic means. A shareholder exercising voting rights by
		electronic means will be deemed to have attended the meeting in person. Any
		related matters are handled in accordance with the laws and regulations.
Article	15:	Each share shall be entitled to one vote except those shares for which the voting
		rights are restricted or excluded as stipulated in Article 179 of the Company Act.
Article	16:	If for any reason a shareholder may not attend the shareholders’ meeting, he or
		she may appoint a proxy to attend the meeting by providing the proxy form
		issued by the Company and stating the scope of the proxy's authorization. The
		regulations on shareholders’ attending the meeting in proxy shall refer to the
		“Rules on Attendance at the Shareholders’ Meeting in Proxy for Public Offering
		Company” apart from referring to the Company Act.
Article	17:	The shareholders’ meeting shall be chaired by the chairman of the board of
		directors of the company. When the chairman is absent, one of the directors shall
		preside in accordance with Article 208 of the Company Act.
Article	18:	The resolutions of a shareholders’ meeting shall be recorded in the meeting
		minutes. The meeting minutes shall be signed or sealed with the chop of the
		chairman of the meeting. Such minutes shall be distributed to each shareholder
		within 20 days after the conclusion of the meeting.
		The distribution under the preceding paragraph shall be handled in accordance
		with 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. The
		minutes shall be retained for the duration of the existence of the Company.

The attendance book by the shareholders present and the proxy form by the proxy 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.

Chapter 4 The Board of Directors and Audit Committee

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Article 19: The Company shall appoint seven to nine directors. The election of the directors adopts a candidate nomination system selected by the shareholders. The term of office for directors shall be three years and all directors shall be eligible for reelection.

The number of appointed directors earlier mentioned shall have no less than three independent directors and the same shall not be less than one fifth of the total number of directors of the Company.

The percentage of shareholdings of all the directors, qualifications of independent directors, and other related matters shall be handled in accordance with the laws and regulations by the competent authority.

Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.

After election and by resolution from the board of directors, the Company shall obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.

The Company has set up an Audit Committee and Compensation Committee in accordance with the Securities and Exchange Act and regulations of the Competent Authority, and may also set up other functional committees.

The Audit Committee shall be composed of all independent directors.

The duties of the above functional committees shall be exercised in accordance with the Securities and Exchange Act, the Company Act, and other laws and regulations.

Article 19-1: (Deleted) Article 20: If the vacancies on the board of directors exceeds one third of the total number of directors, or all independent directors are discharged, the board of directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies.
Article 21: In case no election of new directors is affected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.
Article 22: The Board of Directors shall be formed by directors. The directors shall elect from among themselves the Chairman of the Board of Directors by a majority of votes cast by the directors present at the meeting attended by at least two-thirds of the directors. The Chairman shall conduct the business of the Company in accordance with applicable laws and regulations, the Articles of Incorporation of the Company, the resolutions adopted at shareholder’ meetings and the resolutions adopted by the Board of Directors.

Article 23: The duties of the board of directors are as follows:

Prepare business operations plan.
Prepare surplus distribution and loss make-up proposal.
Prepare to increase or decrease capital.
Review the articles of incorporation and important contracts.
Appointment and dismissal of the managers and important personnel.
Set up and dissolve branches.
Budget approval and final accounts preparation.
Real estate trading and other business investment approval.
Other duties delegated by the Securities and Exchange Act, the Company Act, and the shareholders’ meeting.

Article 24: Business policy of the Company and other important matters shall be decided by resolutions adopted by the Board of Directors. Any meeting of Board of Directors shall be convened by the Chairman of the Board of Directors who shall also be the chairman of the meeting, except the first meeting of each term of the Board of Directors shall be convened in accordance with Article 203 of the Company Act. In case the chairman of the Board of Directors is absent, the acting shall be in

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accordance with Article 208 of the Company Act.

The calling a board of directors meeting shall be notified to each director at least seven days in advance. In case of urgent circumstances, however, a meeting may be called at any time. The cause or subject of a meeting of board of directors to be convened shall be indicated in the notice to be sent in writing, e-mail, or fax. Article 25: Unless otherwise stated in the Company Act, a resolution of the board of directors shall be decided by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the company. If a director is unable to attend a board of directors meeting in person, he or she shall appoint another director to attend the meeting in his or her place and give to that director a written proxy stating the scope of authorization with respect to the reasons for meeting. A proxy may accept a proxy from one person only. Article 26: Matters relating to the resolutions of a board of directors meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy of the meeting minutes shall be distributed to each director within 20 days after the conclusion of the meeting. 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. The minutes shall be retained forever. The attendance book by the directors presented and the proxy form by the proxy shall be retained for at least one year. Article 26-1: The Company shall pay the directors for performing their duties regardless of the Company's operating profit or loss. The compensation shall be decided by the board of directors depending on the involvement of the Company’s operation and the value of contribution, and shall not exceed the maximum standard of the Company’s Guidelines for Compensation Criteria. Chapter 5 (Deleted) Article 27: (Deleted) Article 27-1: (Deleted) Article 27-2: (Deleted) Article 28: (Deleted) Article 29: (Deleted)

Chapter 6 Managers and employees Article 30: The Company may have one or more managerial personnel. The appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with Articles 29 of the Company Act. Chapter 7 Accounting Article 31: The Company shall, at the end of each fiscal year, have the board of directors prepared the following reports 30 days before the regular shareholders’ meeting and submit for the Audit Committee’s review before proposing at the shareholders’ meeting for acceptance: 1. Business report. 2. Financial statements. 3. Earnings distribution or loss make-up proposal. Article 31-1: If the Company gains profit at the end of the fiscal year (profit here equals to income before tax deducts employees’ compensation and directors’ compensation.), it shall allocate not less than 10% for employee’s compensation and not more than 2% for directors’ compensation. However, the Company’s accumulated losses shall have been covered.

The employees’ compensation under the preceding paragraph shall be distributed in the form of shares or in cash.

Matters in the preceding two paragraphs shall be resolved by a majority vote at a meeting of board of directors attended by at least two-thirds of the total number

37 -

		of directors, and reported to the shareholders’ meeting.
Article	32:	The Company takes into consideration the current and future development plan,
		investing environment, capital needs, and domestic and international
		competition, as well as shareholders’ benefit for its dividend policy. If there is a
		net income in the final accounts of the Company, it shall, after paying all taxes
		and offsetting any loss from prior years, set aside ten percent of such profits as a
		legal reserve, and increase or rotate a special surplus reserve in accordance with
		the law or regulations of the competent authority, distribute dividend and bonus
		no less than 50% (If the shareholder dividends and bonuses are greater than
		NT$1 per share, at least 20% of the excess shall be allocated for cash dividends)
		and submitted to the shareholders’ meeting for acceptance.
		Chapter 8 Supplementary Provisions
Article	33:	The Company may act as a guarantor for companies in the same industry.
Article	34:	The total investment of the Company may be exempted from the reinvestment
		proportion limit in the Article 13 of the Company Act.
Article	35:	The organizational rules and operational procedures shall be determined
		otherwise.
Article	36:	In regard to all matters not provided for in these Articles of Incorporation,
		the Company Act and other laws and regulations shall govern.
Article	37:	This Article of Incorporation was set up on April 12, 1973.
		The first amendment was made on March 24, 1976.
		The second amendment was made on May 26, 1977.
		The third amendment was made on November 3, 1977.
		The fourth amendment was made on June 3, 1978.
		The fifth amendment was made on December 28, 1978.
		The sixth amendment was made on October 27, 1979.
		The seventh amendment was made on September 24, 1980
		The eighth amendment was made on April 12, 1981.
		The ninth amendment was made on September 17, 1981.
		The tenth amendment was made on October 21, 1982.
		The eleventh amendment was made on November 25, 1983.
		The twelfth amendment was made on September 15, 1984.
		The thirteenth amendment was made on August 28, 1985.
		The fourteenth amendment was made on April 30, 1987.
		The fifteenth amendment was made on July 22, 1987.
		The sixteenth amendment was made on November 1, 1987.
		The seventeenth amendment was made on September 27, 1989.
		The eighteenth amendment was made on August 7, 1990.
		The nineteenth amendment was made on November 6, 1992.
		The twentieth amendment was made on July 24, 1993.
		The twenty-first amendment was made on June 29, 1994.
		The twenty-second amendment was made on June 20, 1995.
		The twenty-third amendment was made on May 14, 1996.
		The twenty-fourth amendment was made on May 30, 1997.
		The twenty-fifth amendment was made on March 17, 1998.
		The twenty-sixth amendment was made on May 3, 2000.
		The twenty-seventh amendment was made on April 12, 2001.
		The twenty-eighth amendment was made on May 30, 2002.
		The twenty-ninth amendment was o made on June 14, 2005.
		The thirtieth amendment was made on June 12, 2006.
		The thirty-first amendment was made on June 4, 2010.
		The thirty-second amendment was made on June 15, 2011.
		The thirty-third amendment was made on June 6, 2012.
		The thirty-fourth amendment was made on June 18, 2013.
		The thirty-fifth amendment was made on June 10, 2015.
		The thirty-sixth amendment was made on June 15, 2016.
		The thirty-seventh amendment was made on June 12, 2019.
		The thirty-eighth amendment was made on June 10, 2022.

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Lingsen Precision Industries, Ltd.

The Rules of Procedure for Shareholders’ Meetings

The rules of procedures for this Company's shareholders meetings, except as otherwise provided by other laws and regulations, shall be as provided in these Rules.
The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders or with an attendance book to sign.
The number of shares in attendance shall be calculated according to the shares indicated by the attendance card and accepted shares at the video conference platform, handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The attendance and the voting shall be calculated based on the number of shares.
The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.
When the company convenes the video shareholders’ meetings, the restriction of convention location in the preceding paragraph does not apply.
4-1.Any change to the convention method of the company’s shareholders’ meetings shall be resolved by the board of director and no later than mailing the shareholders meeting notice.
4-2.When the company convenes the video shareholders’ meetings, the chair and the record-keeper shall be at the same location within Taiwan. The chair shall announce the address of this location.
The Chairman of the Board of Directors shall be the chairman presiding at the Meeting in the case that the Meeting is convened by the Board of Directors. If, for any reason, the Chairman of the Board of Directors cannot preside at the Meeting, the chairman shall appoint one of the directors to act as chair. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.

If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairman to preside at the Meeting.

The Company may appoint designated counsel, CPA or other related persons to attend the Meeting.

Persons handling affairs of the Meeting shall wear identification cards or badges.

The process of the Meeting shall be tape recorded or videotaped and these tapes shall be preserved for at least one year.
Where the company convenes the video shareholders’ meetings, the company shall record and retain the records of the registration, enrollment, acceptance, inquiries, voting, and the results of vote calculation, and continuously record the video conference thoroughly, both audio and video. The records in the preceding paragraphs shall be properly retained during the Company’s survival period, and the audio and video
39 -

recordings are provided to the organizer of the video conference for custody.

Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Law.

If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Law.

The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.
The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting. Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved.
The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned. However, in the event that the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.
When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.

If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.

Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholder otherwise the chairman shall stop such interruption.

Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.
A corporate shareholder may only appoint one representative to attend a shareholders meeting.

If a corporate shareholder designates two or more representatives to attend the Meeting,

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only one representative can speak for each discussion item.

After the speech of a shareholder, the chairman may respond in person or appoint an appropriate person to respond.
13-1 Where the company convenes the video shareholders’ meetings, the shareholders attending the meeting via video conference may, after the chair declares the commencement of the meeting, till the adjournment, raise inquiries in text at the video conference platform for the shareholders' meeting. No more than two inquiries may be made to each proposal. The maximum length of the inquiries is 200 words, and Article 10 to 12 do not apply.
The chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it appropriate.
The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and placed on record.
During the Meeting, the chairman may, at his discretion, set time for intermission.
Except otherwise specified in the Company Law or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.
If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.
The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officers" for identification purpose.
These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.
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The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate.

Explanation: Not applicable.

Lingsen Precision Industries, Ltd. Shareholding of Directors

(I) In accordance with Article 26 of the Securities and Exchange Act, the minimum of required shareholdings of all directors by law is 15,204,093 shares.
(II)As of the book closure date, the shareholdings of directors recorded in the shareholder register are as follows:
(1) The shareholdings of all directors are 17,085,993 shares, which meets the requirement under Article 26 of the Securities and Exchange Act. The shares held by independent directors shall not be counted in the calculation of director shareholdings.
(2) The company had set up Audit Committee; so there is no applicable for minimum required shareholding of supervisors by law.
(3) As of the book closure date(April 1, 2024), the shares held by directors are shown as follows:

Position	Name	Shareholdings
Chairman	Shu-ChyuanYeh	14,626,754
Director	Tse-SungTsai	222,000
Director	Sheunn-ChingYang	1,303,654
Director	Ming-TeTu	338,829
Director	Shu-HsunYeh	444,756
Director	Pin-WenFang	150,000
Independent Director	Feng-HsienShih	394,080
Independent Director	Wan-PingChen	150,000
Independent Director	Pin-Chi Wei	362,000
Total		17,992,073

Note: Total common shares issued on April 1, 2024: 380,102,344 shares.

42 -

AI assistant

LPI — AGM Information 2024

52036_rns_2024-06-04_9ec4a137-7eb3-45b5-bf1b-2ee335c14cbf.pdf

Stock code: 2369

LINGSEN PRECISION INDUSTRIES, LTD.

【Translation】

---Disclaimer---

Table of Contents

Appendix

Lingsen Precision Industries, Ltd. Procedure for the 2024 Annual Meeting of Shareholders

Lingsen Precision Industries, Ltd. Year 2024 Agenda of Annual Meeting of Shareholders

Reported Matters

Business Report

(II) Result of Business Plan

(III) 2023 Budget Implementation Status

(IV) Financial Revenue and Expenditure Status and Profitability Capacity Analysis

(V) Research and Development Status

Item 2:

Audit Committee’s Review Report

Lingsen Precision Industries, Ltd. Chairman of the Audit Committee: Feng-Hsien Shih

Item 3:

Communication status between independent directors and internal audit supervisor

Item 4:

Acknowledged Matters

Item 1(Proposed by board)

Explanation :

Resolution:

Item 2(Proposed by board)

Unappropriated retained earnings of prior years

Resolution:

Discussion Matters

Item 1(Proposed by board)

Resolution:

Item 2(Proposed by board)

Proposal: Discussion to approve the lifting of non-competition restrictions on directors. Explanation :

Resolution:

Extempore Motions

Adjournment

Appendix

Independent Auditors’ Report

Audit opinions

Basis for Opinion

Key Audit Matters

Authenticity of service revenue recognition

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

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

Lingsen Precision Industries, Ltd. Parent Company Only Balance Sheets December 31, 2023 and 2022

Lingsen Precision Industries, Ltd. Parent Company Only Statements of Comprehensive Income

(Continued from previous page)

Lingsen Precision Industries, Ltd. Parent Company Only Statement of Changes in Equity For the Years from January 1 to December 31, 2023 and 2022

Lingsen Precision Industries, Ltd.

Parent Company Only Statement of Cash Flows

(Continued from previous page)

Independent Auditors’ Report

Audit opinions

Basis for Opinion

Key Audit Matters

Other Matters

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

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

Lingsen Precision Industries, Ltd. and Subsidiaries Consolidated Balance Sheet December 31, 2023 and 2022

Lingsen Precision Industries, Ltd. and Subsidiaries Statement of Comprehensive Income For the Years from January 1 to December 31, 2023 and 2022

(Continued from previous page)

Lingsen Precision Industries, Ltd. and Subsidiaries Statement of Cash Flows

(Continued from previous page)

Lingsen Precision Industries, Limited. Articles of Incorporation

Chapter 1 General Provisions

Chapter 2 Capital Stock

Chapter 3 Shareholders’ Meeting

Lingsen Precision Industries, Ltd.

The Rules of Procedure for Shareholders’ Meetings

The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate.

Lingsen Precision Industries, Ltd. Shareholding of Directors

More from LPI

LPI AGM Information 2024