LUNG MING - AGM Information 2024 | FinancialReports.eu

Stock Code:3018

LUNG MING GREEN ENERGY TECHNOLOGY ENGINEERING CO., LTD.

Lung Ming Green Energy Technology Engineering Co., Ltd.

(Originally named: Tung Kai Technology Engineering Co., Ltd.)

2024 Regular Shareholders’ Meeting Parliamentary Procedure Handbook

Convention method: physical shareholders’ meeting Convention date: 9:00 am, June 6, 2024 (Thursday)

Convention venue: 3F, No. 8, Zhifu Rd, Zhongshan District, Taipei City (Tsui Hall, Dazhi Denwell)

One. Meeting Procedures ............................................................................... 2	One. Meeting Procedures ............................................................................... 2	One. Meeting Procedures ............................................................................... 2
Two. Shareholders’ Meeting Agenda ............................................................ 3
Three. Reports ................................................................................................... 4
Four. Ratifications		........................................................................................... 7
Five. Discussions ............................................................................................. 8
Six.	Extempore Motions ............................................................................... 15
Attachment .........................................................................................................
	Attachment 1.	Business report .............................................................. 16
	Attachment 2.	Audit Committee’s Review Report ............................. 19
	Attachment 3.	Business Improvement Plan ........................................ 20
	Attachment 4.	The “Rules of Procedure for Board of Directors
		Meetings” amendment outlines ................................... 22
	Attachment 5.	Independent Auditor’s Audit Report .......................... 25
	Attachment 6.	2023 Deficit Compensation Statement ........................ 44
	Attachment 7.	Comparison table of the “Articles of Incorporation”
		before and after amendments ...................................... 45
	Attachment 8.	Assessment Opinion of Securities Underwriter ......... 48
	Attachment 9.	Regulations Governing Issuance and Subscription of
		New Restricted Employee Shares ................................ 58
Appendix ............................................................................................................
	Appendix 1.	Articles of Incorporation .............................................. 61
	Appendix 2.	Rules of Procedure for Shareholders’ Meetings ........ 67
	Appendix 3.	Shareholdings of All Directors ..................................... 69

One. Meeting Procedures

Lung Ming Green Energy Technology Engineering Co., Ltd. (Originally named: Tung Kai Technology Engineering Co., Ltd.)

Meeting Procedures for 2024 Regular Shareholders’ Meeting

(I) Call Meeting to Order

(II) Address of Chairman

(III) Reports

(IV) Ratifications
(V) Discussions

(VI) Extempore Motions

(VII) Adjournment

Two. Shareholders’ Meeting Agenda

Lung Ming Green Energy Technology Engineering Co., Ltd. (Originally named: Tung Kai Technology Engineering Co., Ltd.) Meeting Agenda for 2024 Regular Shareholders’ Meeting

I. Convention method: physical shareholders’ meeting
II. Meeting time: 9:00 am, June 6, 2024 (Thursday)
III. Meeting venue: 3F, No. 8, Zhifu Rd, Zhongshan District, Taipei City (Tsui Hall, Dazhi Denwell)
IV. Shareholders’ Meeting Agenda
(I) Call Meeting to Order
(II) Address of Chairman
(III) Reports
- (1) 2023 business report
- (2) Auditing Committee audit report on audit of 2023 accounts and book settlement
- (3) Report on the external endorsement and guarantee
- (4) Report on 2023 implementation of private placement for common shares
- (5) Report on 2023 capital decrease to compensate deficit
- (6) Report on the loss reaching one half of the paid-in capital
- (7) Report on the improvement status of the excessive lending of funds from the subsidiaries, Tung Kai Construction Co., Ltd. and Gampire Technology Co., Ltd., to the affiliated company, Wingo.
- (8) Report on amendments to the “Board Meeting Procedure” report
- (9) Report on the implementation of the 4th domestic secured convertible corporate bond
(IV) Ratifications
- (1) 2023 business report and financial report
- (2) 2023 deficit compensation proposal
(V) Discussions
- (1) Proposal for changes to purpose of funds from the Company's 2023 private placement of common shares
- (2) Amendments to the Company’s “Articles of Incorporation”
- (3) Proposal of 2024 private placement for common shares
- (4) Proposal to issue new restricted employee shares.
(VI) Extempore Motions
(VII) Adjournment

Three. Reports

Proposal 1

Cause: Please review the 2023 business report.

Description: please refer to page 16-18, attachment 1 of the agenda handbook for the business report.

Proposal 2

Cause: Please review the Audit Committee’s review report on the 2023 accounts and book settlement.

Description: please refer to page 19, attachment 2 of the agenda handbook for the Audit Committee’s review report

Proposal 3

Cause: Please review the external endorsement and guarantee.

Description: As of the end of 2023, the external endorsements and guarantees are:

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Endorsement/ Nature of
Endorsed/guaran
guarantee balance endorsement/ Guarantee period Remarks
teed company
(NT$ thousand) guarantee
Turnkey project of new building
Contract December 30, 2019 - construction in Bade Open Prison,
120,000
guarantee May 31, 2024 Agency of Corrections, Ministry of
Justice
July 15, 2014 - Guarantee for construction project
Contract
37,619 Until the expiration of of the Bellevuecity Building at
guarantee
the warranty period Qinghai Section, Kaohsiung
January 8, 2015 - Guarantee for construction project
Contract
2,415 Until the expiration of of stores and multi-family buildings
guarantee
the warranty period of Xutai Chengguang
Guarantee for construction project
Contract July 1, 2019 - June 30,
Tung Kai 1,440 of the China Grain Research
guarantee 2025
Construction Institute Building
Turnkey project of new building
Contract November 11, 2019 - construction in Bade Open Prison,
242,150
guarantee May 31, 2024 Agency of Corrections, Ministry of
Justice
Turnkey project of new building
Contract December 24, 2020 - construction in Bade Open Prison,
200,000
guarantee May 31, 2024 Agency of Corrections, Ministry of
Justice
Bank
February 22, 2022 - May
20,000 financing Bank of Panhsin
31, 2024
guarantee
Prime Oil Chemical Service
Contract June 18, 2020 - June 17,
24,077 Corporation - Installation of solar
guarantee 2025
Tung Chuang photovoltaic system
Resource Bank Guarantee for a comprehensive
April 21, 2020 - April 21,
3,000 financing credit facility of NTD 3,000
2025
guarantee thousand with Bank of Panhsin
Shuang Chien Bank Guarantee for a comprehensive
May 9, 2019 - May 9,
Optoelectronics 45,000 financing credit facility of NTD 45,000
2024
Co., Ltd guarantee thousand with Taipei Fubon Bank
Total 695,701
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Proposal 4

Cause: Please review 2023 implementation of private placement for common shares. Description:

I. On June 30, 2023, the regular shareholders’ meeting resolved to authorize the board of directors to privately place common shares within 24,000,000 shares. The placement shall be done in two tranches within one year from the date of the resolution adopted by the shareholders’ meeting. The upper limit for the first tranche is 24,000,000 shares, and the upper limit for the second tranche shall be the remaining quota of 24,000,000 shares.
II. The first and second private placements of common shares for insiders and strategic investors were conducted on December 27, 2023 and May 9, 2024, respectively, for 12,300,000 shares and 11,700,000 shares. A total of 24,000,000 shares were issued through these private placements. The quota for 2023 private placement has been fully utilized, and this will be reported at the 2024 general shareholders' meeting.

Proposal 5

Cause: Please review 2023 implementation of capital decrease to compensate deficit. Description:

I. On June 30, 2023, the general shareholders’ meeting resolved to reduce capital to offset losses. In the capital reduction, 39,073,566 shares of common shares (including 6,991,416 shares of common shares through private placement) were cancelled, and capital totaling NTD 390,735,660 was reduced for loss offset, with a capital reduction rate of 50%. The record date of the reduction was set on September 21, 2023.
II. The total number of shares and the amount after the capital reduction: After the capital reduction, the converted shares totaled 39,073,566 shares (including 6,991,415 common shares through private placement) at par value of NTD 10 per share, with a total paid-in capital of NTD 390,735,660. On October 24, 2023, the registration for capital reduction to offset losses was approved by the competent authority, and the capital reduction will be reported at the 2024 general shareholders’ meeting.

Proposal 6

Cause: Please review the report on the loss reaching one half of the paid-in capital Description: as of December 31, 2023, the Company’s accumulated loss, audited by the attesting CPAs, has reached NTD 441,271,575 and more than one half of the paid-in capital, which is NTD 513,735,660; therefore, the loss shall be reported to the soonest shareholders’ meeting, pursuant to Article 211 of the Company Act, along with the business improvement plan. Please review to pages 20-21 of the agenda handbook, Attachment 3.

Proposal 7

Cause: Report on the improvement status of the excessive lending of funds from the subsidiaries, Tung Kai Construction Co., Ltd. and Gampire Technology Co., Ltd., to the affiliated company, Wingo.

Description: The excessive lending of funds from the subsidiary, Tung Kai

Construction Co., Ltd., to the affiliated company, Wingo, no longer exists, since its paid-in capital was increased by NTD 200 million in 2023. However, the subsidiary, Gampire Technology Co., Ltd., has not yet completed the increase in paid-in capital and has no business operation generating revenue to increase its net worth. The improvement in the status of excessive lending of funds to the affiliated company, Wingo, depends on the actual future capital increase and operating conditions. The Company will continuously report to the board of directors on a quarterly basis to monitor progress and implementation status of announcement. These matters will be reported at the 2024 shareholders’ meeting.

Proposal 8

Cause: Report on amendments to the “Board Meeting Procedure.” Description: According to the amended Articles 11 and 12 of the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies" mandated by Jin-Guan-Zheng-Fa-Zi No. 1120383996 issued by the Financial Supervisory Commission dated January 11, 2024, the Company's Board Meeting Procedure shall be amended. For the comparison table before and after amendments, please refer to pages 22-24, Attachment 4 of the agenda handbook. Proposal 9

Cause: Report on the implementation of the 4th domestic secured convertible corporate bond.

Description: After two years from the issuance of the 4th domestic secured convertible corporate bond in September 2021, all creditors can request to buy them back in accordance with the issuance regulations. On September 16, 2023 and December 28, 2023, 3,479 and 21 corporate bonds were sold back early, resulting in 3,500 bonds bought back in total. Over-the-counter trading was ceased on December 29, 2023.

Four. Ratifications

Proposal 1 (Proposed by the board of directors)

Cause: Please ratify the 2023 business report and financial statements. Description:

I. the Company’s 2023 business report and parent-only and consolidated financial statements audited by CPAs, have been approved by the board of directors, and submitted to and audited by the Audit Committee.
II. For the business report and financial statements, please refer to pages 16-18, Attachment 1, and pages 25-43, Attachment 5 of the agenda handbook.
III. Please ratify.

Resolution:

Proposal 2 (Proposed by the board of directors)

Cause: Please ratify the 2023 deficit compensation proposal.

Description:

I. please refer to page 44, Attachment 6 of the agenda handbook for the 2023 statement of deficit compensation.
II. Please ratify.

Resolution:

Five. Discussions

Proposal 1 (Proposed by the board of directors)

Cause: Proposal for changes to purpose of funds from the Company's 2023 private placement of common shares, please discuss.

Description:

I. The purpose is to replenish working capital with expected benefits of reducing the burden of interest and improving the company's profitability and market competitiveness. In pursuit of the aforementioned benefits, in the actual use of the funds raised by the private placement of common shares, in addition to replenishing the working capital, the Company is considering adopting a more active approach to repaying borrowings. This initiative aims to reduce the debt ratio and save interest expenditure, thereby ensuring the improvement of the Company's financial structure and reducing operating risks. The Company shall proceed with the procedures to change the purpose of the funds from the capital increase through private placement in accordance with applicable laws.
After the changes, the funds from the private placement of common shares are expected to be used to replenish working capital, strengthen the Company's financial structure, reduce capital costs by repaying loans, increase the flexibility of funds, expand the scale of the Company's future operation, and enhance the Company's long-term competitiveness, which is beneficial to shareholders' equity.
II. Please resolve.

Resolution:

Proposal 2 (Proposed by the board of directors)

Cause: the proposal for amendments to the Company’s “Articles of Incorporation” is presented for discussion.

Description:

I. It is proposed to add 55 business items to the Company’s Articles of Incorporation for the Group's future operation and development needs.
II. Provisions of Article 6, paragraph 3 were added for the issuance of new restricted employee shares.
III. In addition, the number and date of amendment were added to Article 35. For the comparison table of provisions before and after amendments, please refer to pages 45-47, Attachment 7 of the agenda handbook.
IV. Please resolve.

Resolution:

Proposal 3 (Proposed by the board of directors)

Cause: The proposal of 2024 private placement for common shares, please discuss. Description:

I. Purpose and limit of fundraising: to introduce counterparties that can directly or indirectly benefit the Company's future operations, and then help the Company to conduct vertical or horizontal industrial integration, or diversify operations, to cope with the Company's long-term development, replenish

working capital, and repay the borrowings to improve the financial structure, it requests the shareholders’ meeting to authorize the board of directors to conduct a private placement of common shares within the limit of 64,000,000 common shares, in four tranches within a year from the resolution date of the shareholders’ meeting.

II. Pursuant to Paragraph 6, Article 43-6 of the Securities and Exchange Act, and Directions for Public Companies Conducting Private Placements of Securities, the matters related to the private placement are described as follows:
(I) The criteria for determination of the private placement price, and the reasonableness of the price:
- The issue price is no lower than 80% of the higher of the prices calculated at the following two criteria:
- The simple arithmetical average closing price of the ordinary shares of the Company on any of the first, third or fifth trading day prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of the shares cancelled in connection with capital reduction.
- The simple arithmetical average closing price of the ordinary shares of the Company for thirty trading days prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of shares cancelled in connection with capital reduction.
- For the actual pricing date and the actual private placement price, within the extent not lower than the percentage resolved by shareholders' meeting, the board of directors is authorized to decide on the situation of specific persons in the future. For the determination of the aforesaid issue price, in addition to considering the three-year transfer restriction on privately placed securities under the Securities Exchange Act, it is based on relevant laws and regulations and the closing price of common shares, which shall be reasonable.
- The issue price of this private placement of common shares may be lower than the par value of the share. If it is lower than the par value of the share, the expected impact on shareholders’ equity is the loss arising from the difference between the actual issue price and the par value, which will be gradually eliminated depending on the Company’s operating conditions. In addition, after the expected benefits of the Company's capital increase appear, the financial and capital structure will be improved, which will benefit the Company's stable and long-term development, with positive benefits for shareholders' equity.
(II) The method for selecting the specific persons
1. The common shares are only privately placed to the specific persons meeting the requirements specified in Article 43-6 of the Securities and Exchange Act, and (91) Tai-Cai-Yi-Zhi No. 0910003455 by the Financial Supervisory Commission on June 13, 2002. Currently no placee has been determined.

When the placee is an internal person or related person of the Company:
The possible internal person or related person to participate the private placement are listed as below; provided the list is only the potential placee:

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Serial Relationship with the Selection method and
Name
number Company purpose
1 Hsu, Chin-Lung The Company’s chairman It is considered that
The Company’s vice he has a good
2 Kuo, Hui-Lan
chairman understanding of the
Huayang Company and can
3 Venture Capital Institutional directors provide all kinds of
Co., Ltd. support needed for
4 Pan, Chi-Hsiu The Company’s director the Company's
Chairman of Subsidiary operation or
Chen, Chao-
5 Tung Kai Construction development.
Lung
Co., Ltd.
When the placee is an legal entity, the matters to be disclosed:
Names of the top ten
Relationship with the
Legal entity placee shareholders and
Company
Shareholding percentage
Hsu, Chin-Lung 91.93% The Company’s chairman
Hsu, Bao-Chen 2.95% None
Hsu, Yun-Sheng 2.38% None
Huayang Venture Hsu, Geng-Ming 2.38% None
Capital Co., Ltd. TAIWAN RONG BAO None
ZHAI ART INC. 0.12%
Chen, Rui-Fei 0.12% None
Chen, Wei-Ling 0.12% None
----- End of picture text -----

When the placees are the strategic investors:
- (1) Selection method and purpose of the placees: The placee may be an individual or juristic person who can improve the Company's profits, or improve the Company's financial and capital structure and provide business advantages by virtue of his/her/its own experience, technology, knowledge, among other things.
- (2) Necessity: the placement can enhance the Company's competitive advantage, improve the Company's financial health, and is obviously helpful and necessary for the Company's longterm business development.
- (3) Estimated benefits: it will help the Company's business expansion, improve the Company's financial and capital structure, and achieve the benefits of improving the Company's future operating performance.
- (4) There has been no strategic investor determined:
(III) Reasons for the necessity of conducting the private placement:
Reasons for not adopting public offering: considering factors such as capital market conditions, issuance costs, and the relative timeliness and convenience of private placement, to facilitate the introduction of strategic investors and internal persons, with the restrictions on the transfer of privately placed shares, it is more likely to ensure a long-term cooperative relationship with strategic investors;

therefore, the Company adopts private placement to handle cash capital increase and issue new shares rather than public offering.

  2. Purpose of funds from private placement and expected benefits: Depending on the conditions of the market and the places, the Company will authorize the board of directors to place the shares in four tranches within one year from the resolution of the shareholders’ meeting. The purpose of funds for each tranche and the estimated benefits are as follows:

     - (1) The number of shares for each tranche of private placement: 64,000,000 shares is the upper limit for the first round, and the upper limit for the second, third, and fourth rounds is the remaining quota of 64,000,000 shares.

     - (2) The purpose of funds in each tranche: all of the four tranches are to replenish the working capital, repay borrowings (including but not limited to bank loans, other borrowings from related parties or non-related parties), engage in long-term investment, mergers and acquisitions for the development of new business, purchase relevant property and equipment, strengthen financial and capital structure, and meet capital needs for business expansion.

        - Estimated benefits for each tranche: the estimated benefits of the four tranches are to replenish working capital, repay borrowings, engage in long-term investment, mergers and acquisitions for the development of new business, and purchase relevant property and equipment, for strengthening the financial and capital structure and meeting capital needs for future operational development, strengthening the Company's operating health and competitiveness, and enhancing the overall shareholder's equity.

(IV) Whether independent directors have objections or qualified opinion: no.
III. Pursuant to the “Directions for Public Companies Conducting Private Placements of Securities,” if there has been any significant change in managerial control during the period from 1 year preceding the day on which the board of directors resolves on the private placement of securities, the Company shall engage a securities underwriter to provide an assessment opinion on the necessity and reasonableness for conducting the private placement. After this private placement, the Company has no possibility of changing the seats of directors or managerial control due to operational adjustments, but the Company still has engaged a professional securities underwriter to issue an evaluation opinion on the necessity and reasonableness of this private placement of common shares. Please refer to pages 48-57, Attachment 8 of the agenda handbook.
IV. In principle, the rights and obligations of the common shares in this private placement are the same as those of the common shares issued by the Company. However, pursuant to the Securities and Exchange Act, the common shares of this private placement cannot be freely transferred in principle within three years after the issuance. Upon the lapse of the three full years, the Company intends to apply for the public offering and listing of

common shares under this private placement pursuant to the Securities and Exchange Act to the competent authorities.

V. For matters not mentioned in this private placement of common shares, it is proposed to request the shareholders’ meeting to authorize the board of directors to adjust, formulate, and handle the matters depending on the industry situation. In the future, if any change is required due to the revision instructed by the competent authority, or based on operational evaluation, or due to changes in the objective environment, the board of directors also has the full authority to handle. For the matters not mentioned above, unless otherwise stipulated by laws and regulations, the chairman is authorized to handle them with full authority pursuant to laws.
VI. Please resolve.

Resolution:

Proposal 4 (Proposed by the board of directors)

Cause: The proposal to issue new restricted employee shares, please discuss. Description:

I. Pursuant to the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” (the “Regulations”), the new restricted employee shares are to be issued.
II. Please refer to pages 58-60, Attachment 9 of the agenda handbook for the details of the regulations governing issuance and subscription, and the relevant contents are explained as follows:
(I) Issue price: The issue price is based on the par value of NTD 10 per share. (II) The total issuance amount: NTD 50,000,000 with a par value of NTD 10 per share and a total of 5,000,000 shares.
(III) Issue conditions:
1. Vesting conditions: After being granted restricted employee stock, employees must still be employed by the Company on the completion date of the following vesting periods, have not violated any labor contracts, work rules, or company regulations, and have achieved the performance goals set by the Company for the year prior to the completion as approved by the Chairman. The proportion of vested shares is as follows:
  - (1) Upon completion of one year: 30% vested
  - (2) Upon completion of two years: 30% vested
  - (3) Upon completion of three years: 40% vested
2. Handling of the not vested shares: the Company may retrieve the issued new restricted employee shares and cancel them (please see the Company's regulations governing the issuance and subscription for details).
(IV) Qualifications of the employees:
1. Limited to the permanent employees of the Company and its subsidiaries who have been employed as of the grant date of the restricted employee stock.
2. The employees and the actual number of shares allocated to them through the restricted employee stock will be determined by seniority, job level, work performance, overall contribution, special

achievements, or other management-related criteria. The allocations shall be reviewed by the Chairman and summited to the Board of Directors for approval. Criteria for managerial employees or directors who are also employees shall be approved by the Remuneration Committee in advance, while criteria for nonmanagerial employees shall be approved by the Audit Committee in advance.

The number of shares allocated to a single employee shall be handled in accordance with the Regulations.
(V) Reasons of necessity for the new restricted employee shares: to attract and retain the professional talents needed by the Company, to motivate employees, and to enhance the loyalty of employees, to jointly create higher interests of the Company and shareholders.
(VI) Amount possibly accounted as expense: if all the new restricted employee shares expected to be issued this time meet the vesting conditions, based on the 5,000,000 shares and the issue price at NTD 10 per share, the estimated total amount of expenses is calculated as NTD 20,500,000, estimated based on the closing price of NTD 14.1 per share on March 21, 2024. Based on the assumption of issuance in July 2024, the relevant expenses recognized in each year are as follows: NTD 3,416,664 for the period from July to December 2024, NTD 6,833,328 for 2025, NTD 6,833,328 for 2026, and NTD 3,416,680 for the period from January to June 2027.
(VII) The dilution of the Company's earnings per share and other matters affecting shareholders' equity: in the planned issuance of restricted employee shares for 5,000,000 common shares at an issue price of NTD 10 per share, if the estimation is based on the closing price of NTD 14.1 per share on March 21, 2024, the Company’s EPS may decrease by approximately NTD (0.07) for 2024, NTD (0.13) for 2025, NTD (0.13) for 2026, and NTD (0.07) for 2027, respectively.
(VIII) Restrictions prior to meeting vesting conditions:
May not sell, pledge, transfer, gift, establish, or otherwise dispose of their restricted employee stock before meeting the vesting conditions.
Eligible in share distribution, dividend distribution and cash capital increase subscription.
Not required to deposit rights offerings and dividend received during the vesting period into trust custody.
(IX) Other important agreement (share trust for custody included):
The issuance of restricted employee stock shall be handled through a stock trust custody arrangement. Employees may not request the return of restricted employee stock from the trustee for any reason or by any means before meeting the vesting criteria.
The Company shall have full authority to represent the employees in dealing with the stock trust institution (including but not limited to) for negotiation, signing, amendment, extension, termination, and matters related to the trust property delivery, utilization, and disposal instructions during the period of trust custody for the restricted

employee stock.

Employees shall entrust the trust custody institution to exercise the attendance, proposals, speeches, voting rights, and other shareholders’ rights at the general shareholders' meetings before meeting the vesting criteria.
(X) Other matters to be specified:
The issuance may be carried out at once or in multiple batches depending on actual needs within one year from the receipt date of the effective notification from the regulatory authority. The actual issuance date shall be determined by the Chairman of the Board authorized by the Board of Directors.
If any subsequent amendments are necessary due to changes in laws and regulations, supervisory requests from regulatory authorities, or changes in objective circumstances after the plan has been approved by the Board of Directors, the Chairman is authorized to amend the plan and later submitted to the Board of Directors for subsequent ratification before issuance, except for cases where approval is required from the general shareholders' meeting in accordance with laws and regulations.
Any matters not covered in this plan shall follow relevant laws and regulations.

III. Please resolve.

Resolution:

Six. Extempore Motions

Seven. Adjournment

Lung Ming Green Energy Technology Engineering Co., Ltd.

Business Report

In retrospect, in 2023, the global ravage of COVID-19 significantly eased, leading to countries gradually restrictive measures such as locking down cities, closing borders, and restricting the movement of individuals to prevent the spread of the disease, resulting in a global demand recovery. However, the economy is estimated to recover slowly in this year because of the ongoing wars, such as Russian invasion of Ukraine, which has led to increasing international crude oil and raw material prices and raised concerns about inflation risks, as well as increasing interest rates. Lung Ming Green Energy Group’s mechatronics and construction projects, which continued from the previous period and included large-scale wind power development, mechatronics integration of smart prisons, etc., entered the final phases of construction, resulting in a lower revenue compared to the previous year. In addition, with surging prices and sluggish economic recovery, the Company had a conservative operations plan last year in response to the needy capital structure.

The main businesses of the Lung Ming Green Energy Group include three major categories, mechatronics engineering, construction projects, and others. Mechatronics engineering and construction projects are the main sources of income, taking up more than 99% of the total revenue. Apart from mechatronics construction project for the Bade Minimum-Security Prison of Agency of Corrections, Ministry of Justice that will be completed this year, we also continue to develop major projects such as clean room design and expansion project for US-based tech firms, the renovation of wharf for off-shore wind farm, and the station mechanical and electrical engineering of the Taiwan Taoyuan International Airport Access MRT System. As of December 31, 2023, the Group reported a consolidated revenue of NTD 599,882 thousand, a gross profit of NTD 24,177 thousand, a net loss after tax of NTD 113,887 thousand, and an EPS of NTD -1.72, reflecting a tighter overall financial performance compared to last year. This is mainly due to the large-scale public works in 2023 that influenced current assets and the adoption of the percentage of completion method, resulting in peaking revenue recognition, increased construction cost recognition, and reduced overheads.

Looking ahead to 2024, Lung Ming Green Energy’s management team will continuously start out from the business direction of "reinforce the core and expand businesses" to seize the business opportunities in the green energy and environmental protection technology market. Regarding the business strategy to “reinforce the core,” in the past 28 years of construction and mechatronics engineering businesses, we have spanned across different industries and types of works, winning orders from many customers in the high-tech industry, public works, wind power industry, etc. For the mechatronics business, we have already adopted the strategy to optimize the project

structure of incoming mechatronics engineering projects. Besides the existing construction projects that are adequate and maintain a steady work in progress, we also target tender public works with over one hundred million in tender amount for assessment and subsequent bidding. At the same time, we will improve the overall management processes, raise the added value to constructions, and increase the profitability and achievements of the Group. Also, on the basis of existing businesses, we will adopt the “expand businesses” strategy to extend the scope of applications of environmental protection technologies to create a circular economy and the new growth momentum for Lung Ming Green Energy.

Lung Ming Green Energy Group, while continuing to undertake mechatronics and construction projects and complete the works on schedule to generate income, will not only maintain its focus on the core businesses to expand the revenue base but also aim to identify business-related industries for a diversification strategy and cultivate high value-added markets. Looking into the future, as high-tech companies continue to expand their plants and the government proactively drives urban renewal and public construction projects, there are opportunities to gain market share in different areas, which is expected to drive the Group’s overall revenue performance and continuous optimization to gross margin, progressively enhancing the Company’s profitability. Moreover, the funds acquired from the private placement of common stock and the issuance of secured convertible corporate bonds may help Lung Ming Green Energy enhance its financial performance and improve its capital structure.

We hereby reports our business operations in 2023 as follows:

I. 2023 Standalone Financial Statements

(1) Business results:

usiness results:		Unit: NTD thousand	Unit: NTD thousand
Item	2023	2022	Variation
Operatingrevenue	421,215	985,170	-57.24%
Operating grossprofit	71,824	(6,113)	1,274.94%
Net operating profit(loss)	(13,631)	(101,003)	-86.50%
Non-operating income and expenses	(102,047)	(133,544)	-23.59%
Net income(loss)after tax	(113,887)	(213,585)	-46.68%

(2) Profitability Analysis:

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Analysis 2023 2022
Return on assets -9.80% -20.22%
Return on shareholders’ equity -78.93% -106.22%
Operating income to paid-in capital ratio -2.65% -12.92%
Profitability
EBT to paid-in capital ratio -22.52% -30.01%
Net profit margin -27.04% -21.68%
Earnings per share (dollars) (1.72) (2.73)
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II. 2023 Consolidated Financial Statements

(1) Business results:

usiness results:		Unit: NTD thousand	Unit: NTD thousand
Item	2023	2022	Variation
Operatingrevenue	599,882	1,283,006	-53.24%
Operating grossprofit	24,177	(114,043)	121.20%
Net operating profit(loss)	(125,315)	(232,375)	-46.07%
Non-operatingincome and expenses	(9,764)	(30,112)	-67.57%
Net income(loss)after tax	(113,887)	(213,585)	-46.68%

(2) Profitability Analysis:

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Analysis 2023 2022
Return on assets -8.59% -15.96%
Return on shareholders’ equity -78.93% -106.22%
Operating income to paid-in capital ratio -24.39% -29.74%
Profitability
EBT to paid-in capital ratio -26.29% -33.59%
Net profit margin -18.98% -16.65%
Earnings per share (dollars) (1.72) (2.73)
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Chairman: CHIEN-LUNG HSU

Manager: JIN-HUANG LIU Accounting Officer: CHI-TING CHANG

Audit Committee’s Review Report

The 2023 business report, financial report (including the consolidated and parent-only financial statements), and deficit compensation proposal have been prepared and submitted by the board of directors; the financial report has been audited by Crown & Co., CPAs with the independent auditor’s report presented.

The aforesaid business report, financial report, and deficit compensation proposal have been reviewed by the Audit Committee without

inconsistence found. It is hereby presented the report pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review

For

2024 Regular Shareholders’ Meeting

Lung Ming Green Energy Technology Engineering Co., Ltd.

Convener of the Audit Committee: Cheng, Yun-Da

March 25, 2024

Lung Ming Green Energy Technology Engineering Co., Ltd.

Business and Financial Improvement Plan

I. As of December 31, 2023, the Company’s accumulated loss, audited by the attesting CPAs, has reached NTD 441,271,575, which exceeds one half of the paid-in capital, totaling NTD 513,735,660. Therefore, in accordance with Article 211 of the Company Act, the Business and Financial Improvement Plan will be approved by the resolution adopted by the board of directors on March 27, 2024, and listed as a reporting matter at the 2024 general shareholders’ meeting on June 6, 2024.
II. The Company’s loss has reached one half of the paid-in capital, mainly because some projects’ costs increased as the clients changed the drawings or working methods, and the overall profitability of these projects is eroded. At the same time, in recent years, we have undertaken public engineering projects such as the Bade Foreign Service Prison's turnkey project for the development of diversified development projects. Due to the proprietor's inexperience in cost estimation due to additional and design changes, and the increase in labor and materials and the extension of the construction period due to the impact of COVID-19, the project did not produce the expected benefits and incurred a loss. In addition, the Company’s reinvested subsidiaries are under the economic scale, with insufficient operation to support the fixed expenditure and personnel expenses. These are the reasons causing the accumulated loss.
III. Countermeasures for operational improvements:
(I) Operating strategies aspect:
1. Retaining the current customers:
  - The high-tech plants were a niche area for the Company. The existing international customers have long-term cooperative relations with the Company, and they have great trust in the Company's professionalism and construction quality. Equipment maintenance and equipment replacement are still the first choice for the Company, which can also make stable contributions to the Company's profit. The outstanding construction projects already contracted are still NTD 300 million in 2024, and the future business development with the proprietors will continue.
2. Cultivation of public works performance:
  - The Company will use the experience of undertaking the Bade Foreign Service Prison, Agency of Corrections, Ministry of Justice and the recognition of the National Architecture Gold Award in the public works category, and gradually increase the public works performance in the future to expand the scale of the Company's operations. The Company will be able to stably bring in profits. After the Bade project is completed this year, it will seek from the Public Works Commission, Executive Yuan, for the construction revenue due to the extension of the deadline and the additional change of design to offset the losses of the project. In addition, in February 2024, it contracted the electromechanical engineering projects of water, electricity, environmental control and other mechanical and electrical engineering projects for A14 station of the Taoyuan International Airport MRT system, with a total amount of 1 billion and continues to evaluate bidding for public work projects.
3. Development of solar photovoltaic, wind power and EPC power procurement and construction: The Company has built the solar photovoltaic power generation system in Da Pai, Pingtung City, the Linfengying Granary Solar Energy Development and Construction of the Liujia District Farmers' Association in Tainan City, and the Zhixing Precision Solar photovoltaic power generation system installation project, and the wind-power customer (well-known in Europe) at the Taichung Port. So far, we have contracted new renovation and construction projects from wind power customers for 2024 totaling NTD 350 million, and we are actively working with other customers to jointly re-develop EPC.
4. Development of joint-construction residential buildings: The Company boasts achievements in various construction projects, including the Bellevuecity Building at Qinghai Section of Kaohsiung, stores and multi-family

buildings of Xutai Chengguang, as well as the China Grain Research Institute Building. Currently, the Company is actively engaged in the redevelopment and joint construction of residential buildings with potential customers.

(II) Management aspect:
1. Optimization of the existing cost evaluation model for construction projects: In the past, changes in engineering drawings, construction methods, and insufficient estimation experience resulted in losses. The Company has also learned from the experience. In the future, the number of personnel involved in the evaluation process will be increased. In addition to the design department. In addition, engineering personnel, finance department, and accounting department personnel with relevant actual records are added to form an evaluation committee to hold project meetings to reduce the financial risk caused by inaccurate evaluation.
2. Strengthening of construction quality and specifying the follow-up warranty maintenance service items in the contract:
  - In the past, the construction team did not clearly delineate the scope of the follow-up warranty maintenance service items for each project that has been accepted and completed with the client, and the contract was signed to clarify the responsibilities of both parties, as a result of the construction retention, the customer finds that the construction retention is withheld or only a part of the payment amounted to, and many meetings are held for communication or even resort to the court for the time-consuming and laborious process. Therefore, it is necessary to strengthen the construction quality and specify the follow-up warranty and maintenance service items in the contract to effectively reduce disputes with landlords and impact on the business friendship between both parties.
3. Adjust the operating structure of the existing subsidiaries and integrate the operating entities to generate synergies: Some subsidiaries have been losing money for consecutive years and have no profitmaking activities. In the future, they will consider streamlining the entities within the Group based on the Group's development needs and evaluate possible options such as: merger, dissolution, disposal, etc., in order to reduce the cost of maintaining compliance.
4. Integrate resources within the Group, improve operating efficiency, and reduce operating costs:
  - In the future, the back-end administrative personnel of the two major engineering entities, electromechanical engineering and construction within the Group will be consolidated, the existing company information system will be integrated, and process improvements will be used to reduce labor operating procedures and manpower, to reduce the chance of human errors, and at the same time free up manpower for projects, and achieve the goal of reducing operating costs.
(III) Financial aspect:
1. Enrich working capital through private placement of common shares: Depending on future profitability and the expected amount of the private placement, the Company will proceed to private placement of the remaining 11,700 common shares in May 2024 to enrich working capital and improve the capital structure. It is also expected that a new private placement of common shares will be discussed and approved at the general shareholders' meeting on June 6, 2024. The private placement aims to introduce insiders or strategic investors through four tranches within one year, with a quota of 64,000 shares. It also aims to expand new business projects, hoping to restore the credit trading standard where the net value per share reaches the par value by the end of the year.
2. The 5th issue of domestic secured convertible corporate bonds is planned to be issued with the land of Guanyin Plant as collateral in the second half of 2024 to support the funds required for new construction projects, repayment of loans to increase the paid-in capital by exercising the right to convert the shares into common shares.
IV. The contents above will be reported to the board meeting for approval, and the countermeasures will be reported in the 2024 regular shareholders’ meeting.

Lung Ming Green Energy Technology Engineering Co., Ltd.

The “Rules of Procedure for Board of Directors Meetings” amendment outlines

Article No. Provisions before amendments	Article No. Provisions before amendments	Article No. Provisions before amendments	Provisions after amendments Remarks
Article 4 The Management Department is designated as an agenda working group by the board of directors of the Company. The department shall prepare agenda items for board of directors meetings and provide comprehensive pre-meeting materials, to be sent together with the notice of the meeting. A director of the opinion that the pre-meeting materials provided are insufficiently comprehensive may request the agenda working group to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the board of directors. TheGovernance Officeis designated as an agenda working group by the board of directors of the Company. The department shall prepare agenda items for board of directors meetings and provide comprehensive pre-meeting materials, to be sent together with the notice of the meeting. A director of the opinion that the pre-meeting materials provided are insufficiently comprehensive may request the agenda working group to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the board of directors. A staff unit, subordinate to the board of directors, was established in response to corporate governance and the appointment of a Governance Officer.
Article 10 When convening a board meeting, the financial management unit shall prepare relevant information for the directors to review at any time. The personnel of the relevant departments or subsidiaries may be notified to attend the board meeting depending on the contents of the proposal. If necessary, the CPAs, lawyers, or other professionals may also be invited to attend the board meeting and give statements. However, they shall be excused at the time of discussion and balloting. When convening a board meeting, theGovernance Officeshall prepare relevant information for the directors to review at any time. The personnel of the relevant departments or subsidiaries may be notified to attend the board meeting depending on the contents of the proposal. If necessary, the CPAs, lawyers, or other professionals may also be invited to attend the board meeting and give statements. However, they shall be excused at the time of discussion and balloting. A staff unit, subordinate to the board of directors, was established in response to corporate governance and the appointment of a Governance Officer.
Article 11	The chair shall call the board meeting to order at the appointed meeting time and when more than one-half of all the directors are in attendance. If one-half of all the directors are not in attendance at the appointed meeting time, the chair may announce postponement of the meeting time, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements,	The chair shall call the board meeting to order at the appointed meeting time and when more than one-half of all the directors are in attendance. If one-half of all the directors are not in attendance at the appointed meeting time, the chair may announce postponement the meetingto a later time on the same day,provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvenethemeetingin	In accordance with the addition of restriction on postponing meetings to a later time on the same day, as specified in the amended Article 12 of the Regulations Governing Procedure for Board of Directors Meetings

	the chair shall reconvene the meeting in accordance with the procedures in Article 2. The number of "all directors," as referred to in the preceding paragraph, shall be counted as the number of directors then actually in office.		accordance with the procedures in Article 2. The number of "all directors," as referred to in the preceding paragraph, shall be counted as the number of directors then actually in office.
Article 12	A board of directors meeting shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting. The meeting chair may not declare the meeting closed without the approval of a majority of directors present at the meeting. If at any time during the proceedings of a board of directors meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chair shall declare a suspension of the meeting, in which case paragraph 1 of the preceding article shall apply mutatis mutandis.		A board of directors meeting shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting. The meeting chair may not declare the meeting closed without the approval of a majority of directors present at the meeting. If at any time during the proceedings of a board of directors meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chair shall declare a suspension of the meeting, in which case paragraph 1 of the preceding article shall apply mutatis mutandis. During the proceedings of a board meeting, if the chair is unable to chair the meeting or fails to declare the meeting closed as provided in paragraph 2, the provisions of Article 9, paragraph 2 shall apply mutatis mutandis to the selection of the deputy to act in place thereof.	Paragraph 4 was added in accordance of amendments to Article 13 of the Regulations Governing Procedure for Board of Directors Meetings
Article 15	If a director, or the corporate entity that the director represents, is considered a stakeholder to the discussed agenda, the director must state the stakes involved during the current meeting session and shall disassociate from all discussions and voting if such stakes are in conflict against the Company's interests. In which case, the director may not exercise voting rights on behalf of other directors. For the Company’s board directors who cannot exercise their voting rights in accordance with the provisions referred to above, according to Article 206,		If a director, or the corporate entity that the director represents, is considered a stakeholder to the discussed agenda, the director must state the stakes involved during the current meeting session and shall disassociate from all discussions and voting if such stakes are in conflict against the Company's interests. In which case, the director may not exercise voting rights on behalf of other directors. Where the spouse, a blood relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting of the preceding	Amended in accordance with Article 16, paragraph 2 and paragraph 3 of Regulations Governing Board Meetings

	paragraph 3 of the Company Law, the resolution of the board of directors can be handled in accordance with Article 180, paragraph 2 of the Company Law.		paragraph, such director shall be deemed to have a personal interest in the matter. For the Company’s board directors who cannot exercise their voting rights in accordance with the preceding2paragraphs, according to Article 206, paragraph4of the Company Act, the resolution of the board of directors can be handled in accordance with Article 180, paragraph 2 of the Company Act.
Article 19	The Regulations were established on April 26, 2006 and came into effect on January 1, 2007. The 1st amendment was made on December 26, 2006. The 2nd amendment was made on March 10, 2008. The 3rd amendment was made on December 28, 2012. The 3rd amendment was made on December 28, 2012. The 4th amendment was made on March 20, 2018.		The Regulations were established on April 26, 2006 and came into effect on January 1, 2007. The 1st amendment was made on December 26, 2006. The 2nd amendment was made on March 10, 2008. The 3rd amendment was made on December 28, 2012. ~~The 3rd amendment was made on~~ ~~December 28, 2012.~~ The 4th amendment was made on March 20, 2018. The 5th amendment was made on April 24, 2024.	Removed repetitions and added the amendment date

Stock code: 3018

Independent Auditor’s Audit Report

Lung Ming Green Energy Technology Engineering Co., Ltd. (originally Tung Kai Technology Engineering Co., LTD.) and its subsidiaries present the following information for review:

Audit opinion

Lung Ming Green Energy Technology Engineering Co., Ltd. (formerly Tongkai Technology Engineering Co., Ltd.) and Its Subsidiaries (hereinafter referred to as "Lung Ming Green Energy Group") the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income from January 1 to December 31, 2023 and 2022. We have audited the statements of changes in equity and the consolidated statements of cash flows, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the audit reports of other accountants, the consolidated financial statements are, in all material respects, prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the international financial reporting approved and issued into effect by the Financial Supervisory Commission of the Republic of China. International Accounting Standards, International Accounting Standards, Interpretations and Interpretations are prepared to fairly convey the consolidated financial position of Lung Ming Green Energy Group as of December 31, 2023 and 2022, and consolidated financial performance and consolidated cash flows for the periods January 1 to December 31, 2023 and 2022.

Basis for the audit opinion

We conducted the audit in accordance with the Regulations Governing the Audit of Financial Statements and Auditing Standards. Our responsibility to the standards will be explained in the paragraph of auditor’s responsibilities when auditing the consolidated financial statements. All relevant independent personnel subject to the CPA professional ethics within the firm remain independent from the Lung Ming Green Energy Group and implement responsibilities regulated in the ethics. We believe we have obtained sufficient appropriate audit evidence to serve as the basis for the audit 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 ended December 31, 2023. All relevant matters were audited during the audit of the consolidated financial statements and the formulation of the audit opinions. We will not express our opinions on those matters separately.

The key audit matters are described as below:

I. Assessment to the loss allowance of receivables Matter description
Please refer to item 8 of Note 4 of the consolidated financial statements for accounting policies regarding the impairment assessment of the accounts receivables; please refer to Note 5 for details on significant accounting estimates and assumptions; please refer to item 3 of Note 6 of the consolidated financial statements for descriptions of the accounts receivables.
The assessment to the loss allowance of receivables is the best estimate made by the management for the possible default of the receivables that existed on the balance sheet date. The estimate involves of multiple assessments and forecasts of the management such as the past events, current circumstance, and future macroeconomic situations, and the measurement results will directly affect the recognition of relevant amounts. Therefore, we consider the estimate of the Company's loss allowance for receivables is the most important matter in the audit.

Corresponding audit process

The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):

Understood and assessed the provision policy of the Company for loss allowance of receivables (including the relevance of the macroeconomic indicators of forward-looking information), and assessed the reasonableness of the policy.
Assessed the receivables by referring to the probability of overdue credit losses in the past years, and set aside the loss allowance in accordance with the Company's policies. We understood and assessed the ratio of losses to overdue receivables in the past years and forward-looking information, to test and assess the appropriateness of the classification of receivable groups.
Sampled to inspect the adequacy of the supporting documents and the amount provided in cases at the management level.
Computed whether the loss allowance is provided based on the Company's policy.
II. Recognition of construction revenue - Assessment of the percentage of completion Matter description

Please refer to item 16 of Note 4 of the consolidated financial statements for accounting policies regarding construction contracts; please refer to Note 5 of the consolidated financial statements for important judgments, accounting estimates, and assumptions with uncertainties related to the adoption of construction contract accounting policies; please refer to item 19 of Note 6 of the consolidated financial statements for details on engineering contract revenue and related contract assets and liabilities.

The construction revenue and costs of Lung Ming Green Energy Group are primarily generated from contracted projects. When the outcome of a construction contract can be reasonably estimated, revenue is recognized based on the percentage-of-completion method and calculated based on the degree of completion during the contract period. The degree of completion is determined by the costs incurred for each contract up to the end of the financial reporting period as a percentage of the estimated total costs of that contract. The estimate of the aforementioned total costs, including subcontracting, material, labor, and other project expenses, is based on management’s assessments of the varying nature of each project and fluctuations in market conditions.

As the estimated total cost affects the degree of completion and the recognition of revenue from projects, and the overall project cost items are complex, often involving subjective judgments, resulting in high uncertainty, so our assessment regarded the degree of completion used in the recognition of revenue from project as one of the key matter for the audit.

Corresponding audit process

The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):

Based on the understanding of its operations and the nature of the industry, we assessed the reasonableness of its internal operating procedures for estimating the total cost of the project, including the basis for estimating the total cost of project contracts with the same nature.
Assessed and tested the management's internal control procedures for recognizing revenue from project based on the degree of completion, including checking supporting documents for works added or reduced and major projects priced in the current period.
Sampled and inspected the contracts that have already been awarded, and assessed the basis and reasonableness of the estimated costs for the parts that have not yet been awarded.
Conducted relevant verification procedures for the income statement of the project at the end of the period, including sampling the incurred costs of the current period to appropriate certificates, and recalculating the revenue from project recognized based on the degree of completion, and it has been properly recorded.
III. The environmental business involving pending litigious cases

Matter description

Please refer to item 15 of Note 4 of the consolidated financial statements for accounting policies for provisions for liabilities; please refer to Note 9 of the consolidated financial statements for details on contingent litigation.

Lung Ming Green Energy Group violated the Waste Disposal Act, and the liability reserve as of December 31, 2023 was estimated at 22,643 thousand. Therefore, we have listed the liability provision assessment for the relevant litigation cases as the most important audit matter.

Corresponding audit process

The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):

Understood the progress of relevant litigation.
Assessed the reasonableness of the management's provision for liabilities and judgments on related litigation.
Sent letters to external lawyers to obtain the latest progress of relevant litigation and judgments on relevant cases.
IV. Assessment of the going concern ability

Matter description

Lung Ming Green Energy Group's net loss from January 1 to December 31, 2023 was NTD 113,887 thousand, and the accumulated loss by December 31, 2023 was NTD 441,272 thousand, which has reached 1/2 of the paid-in capital. As mentioned in Note 12(2) to the financial statements, the management of Lung Ming Green Energy Group has successively adopted necessary measures to ensure that the Lung Ming Green Energy Group can continue to operate in the future and gradually improve its situation. Since the feasibility of the contingency plan proposed by the management to improve the financial condition and financial performance involves subjective judgment, the accountant's assessment of the going concern is listed as the most important audit item.

Corresponding audit process

The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):

Discuss with the management the events or situations that affect the assumption of the Company's continuing operations and the corresponding plans.
Evaluate the feasibility of the management's response plan and the effect of improving the financial position.
Obtaining the management's financial budget for the next year, future cash flows, profits and other relevant information, and asking the management's basic assumptions and examining the reasonableness of the relevant supporting information.
Inquire the management and review the audit evidence related to the audits in the post-period to assess whether there are matters that affect the Company's ability to continue as a going concern.
Inquire about borrowings and other debt contracts, review the Company's past debt repayment status, and assess whether there is any doubt about its future solvency.
Obtaining the investor's financial support commitment and reviewing the relevant evidence that the investment funds are in place, and assessing the effectiveness and feasibility of the financial support provided.
Assess whether there is any doubt about the Company's ability to fulfill customer contracts.
Inquire the minutes of the Board of Directors, shareholders' meetings and other important meetings, and evaluate whether there are unknown and possible lawsuits that are not conducive to the continued operation of the Company.
Issue letters to the Company's external lawyers and relevant units to obtain the latest progress of important legal matters such as major known pending litigations, to assess whether there is a possibility of an outcome unfavorable to the Company's continued operation.
Obtain and review the declaration issued by the management authority on the response plan and its feasibility.
Evaluate the appropriateness of the disclosures made by the management in the notes to the financial statements.

Other matters

Among the investments under equity method included in the consolidated financial statements for 2023 and 2022, the financial statements of the related affiliated companies, Shuangjian Photoelectric Limited and Wingo Investment Co., Ltd. for 2023 and 2022 were audited by other independent auditors. Therefore, in our opinion, the 2023 and 2022 consolidated financial statements and the share of profit and loss recognized by the Company's investment under the equity method are based on the audit report of other independent auditors. The investments under the equity method recognized in the above-mentioned investees as of December 31, 2023 and 2022 were NTD 31,126 thousand and NTD 35,122 thousand, representing 2.57% and 3.35% of the consolidated total assets, respectively. From December 1 to December 31, 2023, the gains and losses under the equity method were NTD (3,996) thousand and NTD (2,814)

thousand, accounting for 2.96% and 1.07% of the consolidated net loss before tax, respectively. Lung Ming Green Energy Technology Engineering Co., Ltd. has prepared the unconsolidated financial statements for the years ended December 31, 2023 and 2022, to which we have issued an unqualified opinion and the paragraphs on other matters and an unqualified opinion on the material uncertainty related to continuing operations and other matters, respectively, for reference.

The responsibility of the management and the governing body for the consolidated financial

statements

The management is responsible for preparing the appropriate consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Firms, the International Financial Reporting Standards approved by the Financial Supervisory Commission, the International Accounting Standards and interpretations thereof. Additionally, it is responsible for maintaining the internal control mechanism that is related to and necessary for the preparation of the consolidated financial statements. As a result, it can ensure material misstatement due to fraud or error is not pertained in the consolidated financial statements.

Other than the situation that the management intends to liquidate Lung Ming Green Energy Group or stop the business, or no other approaches can be used except for these two measures, during the preparation of the consolidated financial statements, the responsibility of the management also includes evaluating the going concern capacity of the Lung Ming Green Energy Group, disclosure of relative matters, and adoption of the going concern accounting basis.

The governing body of the Lung Ming Green Energy Group (including the Audit Committee) has the responsibility to supervise the financial reporting procedures.

Our responsibility for the audit of the consolidated financial statements

The purpose for us to audit the consolidated financial statements is to obtain reasonable assurance that there is no material misstatement due to fraud or error in the consolidated financial statements, and we issue the audit report afterwards. Reasonable assurance means high assurance. Only that the audit work implemented in accordance with the auditing standards cannot give the promise that every material misstatement in the consolidated financial statements are found. Misstatement might result from fraud or error. If we can reasonably expect the individual amounts or the total amount in the misstatement would influence the financial decision made by the user of the consolidated financial statements, the misstatement is considered material.

As part of an audit in accordance with the auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following work:

We identify the material misstatement resulting from fraud or error in the consolidated financial statement and assess its risk. We design and implement appropriate corresponding measures for the assessed risk. We acquire sufficient and appropriate audit evidence to serve as the basis for the audit opinion. Due to the fact that fraud might include collusion, forgery, intended omission, misstatement and violation of internal control, the risk of the misstatement resulting from fraud is higher than that resulting from error.
We acquire necessary understanding of the internal control mechanism that is related to the audit to design appropriate audit process for the situation at the time. The purpose of the knowledge is not expressing opinions to the effectiveness of the internal control mechanism of the Lung Ming Green Energy Group.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by made by management.
Based on the acquired audit evidence, we decide whether the going concern accounting basis adopted by the management is suitable, whether events that might affect the going concern capacity of Lung Ming Green Energy Group exist, and whether there is major uncertainty. A conclusion will be made afterwards. We believe under the circumstances that there is major uncertainty, a reminder shall be included in the audit report to inform the consolidated financial statements user to pay attention to relative disclosures in the statements. We shall modify the audit opinion when the disclosure is considered improper. Our conclusion is based on the audit evidence acquired as of the date of the audit report. Future events or circumstances might still result in the fact that Lung Ming Green Energy Group no longer has the going concern capacity.
We evaluate the overall statements, structures and contents of the consolidated financial statements (including relative notes) and see whether the statements appropriately state relevant transactions and events.

We examine the financial information of individual companies within the Group to acquire sufficient and appropriate audit evidence for expressing opinions in the consolidated financial statements. We are responsible to guide, supervise and implement the audit for the Company. In addition, we are responsible for the formulation of opinions for the Company.

We communicate with the governing body on the scope and time of the audit as well as the significant findings (including significant deficiencies of the internal control mechanism identified during the audit process). We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We clearly state all above matters in the audit report, unless the law prohibits us to publicly disclose certain matters, or under rare circumstances we decide not to include certain matters in the audit report since we can reasonably expect the resulting negative impact is greater than the public interest they bring.

Crown & Co., CPAs

CPA: Jinn Der Chang

CPA: Calvin Huang

No. of Approval Document by the Competent Authority Letter (79)Tai-Cai-Zheng-(I) No.00351 Jin-Guan-Huei-Zheng-Zhi No.5793 March 27, 2024

Consolidated Balance Sheet of Long Ming Green Energy Technology Engineering Co., Ltd. (formerly Tongkai Technology Engineering Co., Ltd.) and its Subsidiaries

December 31, 2023 and 2022

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Unit: NTD thousand
December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022
Assets Amount % Amount % Liabilities and equity Amount % Amount %
Current assets Current liabilities
1100 Cash and cash equivalent (Note 4 and 6) $ 144,557 12 $ 33,619 3 2100 Short-term loans (Note 4, 6, and 8) $ 63,400 5 $ 28,000 3
1110 Financial assets measured at fair values through 2,163 - 2,426 - 2120 Financial liabilities at fair value through profit or loss - current - - 7,070 1
profit or loss - Current (Note 6)
(Note 4 and 6) 2130 Contract liabilities - Current (Note 6) 99,262 8 79,572 8
Financial assets measured at amortized cost -
1136 Current 51,634 4 159,008 15 2150 Notes payable 35,210 3 29,710 3
(Note 6 and 8) 2170 Accounts payable 260,875 22 282,470 27
1140 Contract assets - Current (Note 4 and 6) 282,501 23 133,238 13 2180 Accounts payable – Related parties (Note 7) - - 3,685 -
1170 Accounts receivable - Net (Note 4 and 6) 301,449 25 297,173 29 2200 Other payable 26,143 2 36,264 3
1200 Other receivables (Note 6) 25,516 2 11,685 1 2220 Other payables - Related parties (Note 7) 275,644 23 12,079 1
1220 Current income tax assets (Note 4 and 6) 51 - 130 - 2250 Liabilities reserve - Current (Note 6) 27,489 2 31,128 3
1310 Inventories (Note 4 and 6) - - - - 2280 Lease liabilities (Note 6) 8,299 1 7,535 1
1410 Prepayments (Note 6) 60,151 5 63,322 6 2321 Corporate bonds with redemption right within one year or one - - 341,292 33
business cycle (Notes 6 and 8)
1470 Other current assets 155 - 158 - 2322 Current portion of long-term loan (Note 6 and 8) 12,600 1 4,476 -
1478 Guarantee deposits paid 7,717 1 13,754 1 2399 Other current liabilities 3,068 - 4,205 -
11XX Total of Current Assets 875,894 72 714,513 68 21XX Total of current liabilities 811,990 67 867,486 83
Non-current assets Non-current liabilities
1535 Financial assets measured at amortized cost (Note 6 14,892 1 8,665 1 2540 Long-term loans (Note 6 and 8) 220,060 19 9,229 1
and 8)
1550 Investments accounted using the equity method 31,126 3 35,122 3 2550 Liabilities reserve - Non-current (Note 6) 13,410 1 26,001 2
(Note 4 and 6)
1600 Property, plant and equipment (Note 4, 6, and 8) 127,701 11 143,605 14 2580 Lease liabilities (Note 6) 2,903 - 8,546 1
1755 Right-of-use assets (Note 4 and 6) 10,734 1 15,340 2 2640 Net defined benefit liability - Non-current (Note 6) 2,467 - 4,790 -
1780 Intangible assets (Note 4 and 6) 3,685 - 4,709 - 2645 Deposits received 4,687 - 1,689 -
1840 Deferred income tax assets (Note 4 and 6) 126,593 10 105,512 10 25XX Total of non-current liabilities 243,527 20 50,255 4
1915 Prepayment for equipment purchase 1,250 - 1,250 - 2XXX Total liabilities 1,055,517 87 917,741 87
1920 Guarantee deposits paid (Note 8) 20,676 2 20,570 2 Equity attributable to the owners of the parent company (Note 6)
15XX Total of Non-Current Assets 336,657 28 334,773 32 3110 Common stock share capital 513,736 42 781,471 75
3200 Additional paid-in capital 85,217 7 69,473 7
3300 Retained earnings
3350 Accumulated deficit (441,272) (36) (718,565) (69)
3400 Other equity (647) - (834) -
31XX Total equity of the parent company 157,034 13 131,545 13
3XXX Total equity 157,034 13 131,545 13
1XXX Total assets $ 1,212,551 100 $ 1,049,286 100 Total liabilities and equity $ 1,212,551 100 $ 1,049,286 100
----- End of picture text -----

(Please refer to the notes to the consolidated financial statements)

Chairman: Manager: Accounting Officer:

Consolidated Income Statement of Long Ming Green Energy Technology Engineering Co., Ltd. (formerly Tongkai Technology Engineering Co., Ltd.) and Its Subsidiaries

For the years ended December 31, 2022 and 2023

Unit: NTD thousand

Amount 4000 Net operating income (Note 4, 6, and 7) 599,882 $ 5000 Operating costs (Note 4 and 6) (575,705) 5900 Gross profit (loss) 24,177 6000 Operating expenses (Note 4, 6, and 7) 6200 Management expense (101,963) 6450 Expected credit impairment (loss) benefit (47,529) 6000 Total operating expenses (149,492) 6900 Net operating profit (loss) (125,315) Non-operating income and expenses (Note 4, 6, and 7) 7010 Other revenue 23,944 7020 Other profits and losses (8,787) 7050 Financial cost (20,861) 7055 Expected loss from credit impairment (64) 7060 Shareholding in the profit or loss of the affiliated company under the equity method (3,996) 7000 Total of non-operating income and expenses (9,764) 7900 Net income (loss) before tax (135,079) 7950 Income tax benefits (Notes 4 and 6) 21,192 8200 Net income (loss) (113,887) Other consolidated income/loss 8310 Titles not reclassified into income 8311 Re-measurement of defined benefit plan 556 8349 and income taxes related to items not subject to reclassification (111) 8360 Titles potentially reclassified into income subsequently 8361 187 8300 Other consolidated income (loss) - Net 632 8500 Total comprehensive income (113,255) $ 8600 Net (loss) attributable to 8610 Parent company shareholders (113,887) $ 8700 Consolidated income or loss attributable to 8710 Parent company shareholders (113,255) $ Loss per share (TWD) 9750 Basic loss per share (1.72) $ 9850 Diluted loss per share (1.72) $ 2023 Exchange difference in the financial statements of foreign operations	% 100 (96) 4 (17) (8) (25) (21) 4 (1) (4) - - (1) (22) 3 (19) - - - - (19) (19) (19)	Amount 1,283,006 $ (1,397,049) (114,043) (118,632) 300 (118,332) (232,375) 7,053 (23,722) (10,354) (275) (2,814) (30,112) (262,487) 48,902 (213,585) 350 (70) (496) (216) (213,801) $ (213,585) $ (213,801) $ (2.73) $ (2.73) $ 2022	% 100 (109) (9) (9) - (9) (18) 1 (2) (1) - - (2) (20) 4 (16) - - - - (16) (16) (16)

(Please refer to the notes to the consolidated financial statements)

Manager:

Accounting Officer:

Chairman:

Consolidated Income Statement of Long Ming Green Energy Technology Engineering Co., Ltd. (formerly Tongkai Technology Engineering Co., Ltd.) and Its Subsidiaries Consolidated Statement of Changes in Shareholders’ Equity

For the years ended December 31, 2022 and 2023

Unit: NTD thousand

Equity attributable to the owners of the parent company

Retained earnings Common stock share ca dditional paid-in capi Accumulated deficit A1 Balance as on January 1, 2022 731,471 $ 44,723 $ (505,260) $ D1 Net income (loss) - - (213,585) D3 Other consolidated income (loss) - - 280 D5 Total consolidated income (loss) - - (213,305) E1 Capital increase in cash 50,000 24,750 - Z1 Balance as on December 31, 2022 781,471 $ 69,473 $ (718,565) $ A1 Balance as at 1 January 2023 781,471 $ 69,473 $ (718,565) $ D1 Net income (loss) - - (113,887) D3 Other consolidated income (loss) - - 445 D5 Total consolidated income (loss) - - (113,442) E1 Capital increase in cash 123,000 15,744 - F1 p g losses (390,735) - 390,735 Z1 Balance as at 31 December 2023 513,736 $ 85,217 $ (441,272) $	Exchange differences on the translation of financial statements of foreign operations Unrealized gain (loss) of the financial assets measured at fair values through other consolidated income or loss 987 $ (1,325) $ - - (496) - (496) - - - 491 $ (1,325) $ 491 $ (1,325) $ - - 187 - 187 - - - - - 678 $ (1,325) $ Other equities	Total equities 270,596 $ (213,585) (216) (213,801) 74,750 131,545 $ 131,545 $ (113,887) 632 (113,255) 138,744 - 157,034 $

(Please refer to the notes to the consolidated financial statements)

Chairman: Manager: Accounting Officer:

Consolidated Income Statement of Long Ming Green Energy Technology Engineering Co., Ltd. (formerly Tongkai Technology Engineering Co., Ltd.) and Its Subsidiaries

Consolidated Statement of Cash Flow

For the years ended December 31, 2022 and 2023

AAAA Cash flow from operating activities: A10000 Net income (loss) before tax A20010 Income/expenses: A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit impairment loss (gain) A20400 A20900 Financial cost A21200 Interest income A22300 Share of losses of associates accounted for using the equity method A22500 Disposal of property, plant, and equipment A29900 Loss from inventory write-down A29900 Profit from lease modification A29900 A30000 Changes in assets/liabilities related to operating activities - Net A31125 Decrease (increase) of contract assets A31130 Decrease in notes receivable A31150 Accounts receivable (increase) A31180 Other receivables (increase) A31230 Decrease in prepayments A31240 Decrease ( increase ) of other current assets A31990 Decrease in guarantee deposits paid for construction projects A32125 Increase (decrease) of contract liabilities A32130 Increase ( decrease ) of notes payable A32140 Notes payable - related party ( decrease ) A32150 Accounts payables (decrease) A32160 Increase (decrease) of accounts payable - related parties A32180 Other payable (decrease) A32190 Increase in other payables - Related parties A32200 Debt reserve (decrease) A32230 Other current liabilities (decrease) A32240 Net defined benefit liability - Non-current (decrease) A33000 Cash inflow (outflow) from operating activities A33100 Interest received A33300 Interest paid A33500 Income tax refunded AAAA Net cash inflow (outflow) from operating activities Designated reserve for liabilities Net (gain) loss on financial assets and liabilities measured at fair value through profit or loss (To be continued)	2023 (135,079) $ 24,272 1,024 47,593 (6,807) 20,861 (613) 3,996 (52) - - 1,186 (149,263) - (51,805) (13,863) 3,171 3 6,037 19,690 5,500 - (21,595) (3,685) (12,576) - (15,416) (1,137) (1,767) (280,325) 581 (11,698) 79 (291,363)	Unit: NTD thousand 2022 (262,487) $ 28,522 1,473 (25) 7,949 10,354 (402) 2,814 - 535 (506) 24,580 79,790 62,066 - (5,445) 84,187 (158) 4,210 (30,742) (70,514) (13,579) (63,306) 902 (16,538) 12,079 (15,089) (220) (131) (159,681) 402 (5,430) 57 (164,652)

Consolidated Income Statement of Long Ming Green Energy Technology Engineering Co., Ltd. (formerly Tongkai Technology Engineering Co., Ltd.) and Its Subsidiaries

Consolidated Statement of Cash Flow

For the years ended December 31, 2022 and 2023

BBBB Cash flow from investing activities: B00050 Disposal of financial assets measured at amortized cost B02700 Acquisition of property, plant, and equipment B02800 Disposal of property, plant, and equipment B03700 Increase in guaranteed deposits paid B03800 Decrease in guarantee deposits paid BBBB Net cash inflow from investing activities CCCC Cash flow from financing activities: C00100 Increase in short-term loans C00200 Decrease in short-term loans C01300 Repayment of corporate bonds C01600 Borrowing of long-term loan C01700 Retirement of long-term loans C03000 Increase of guaranteed deposits and margins received C03100 Decrease in guarantee deposits received C03700 C04020 Lease principal payment C04600 Capital increase in cash CCCC Net cash inflow ( outflow ) from financing activities DDDD Effect of exchange rate fluctuation on cash and cash equivalents EEEE Increase ( decrease ) in cash and cash equivalents in the current period E00100 Opening balance of cash and cash equivalents E00200 Closing balance of cash and cash equivalents Increase of other payables - related parties (Continued from previous page)	2023	Unit: NTD thousand 2022
	101,147 (415) 431 (106) - 101,057 35,400 - (350,000) 234,906 (15,951) 2,998 - 263,565 (8,605) 138,744 301,057 187 110,938 33,619 144,557 $	113,844 (124) - - 20,468 134,188 - (62,000) - - (100,107) - (1,611) - (9,106) 74,750 (98,074) (139) (128,677) 162,296 33,619 $

(Please refer to the notes to the consolidated financial statements)

Chairman : Managerial Officer : Accounting officer:

Stock code: 3018

Independent Auditor’s Audit Report

To: Lung Ming Green Energy Technology Engineering Co., LTD. (originally Tung Kai Technology Engineering Co., LTD.)

Audit opinion

Lung Ming Green Energy Technology Engineering Co., Ltd. (originally Tongkai Technology Engineering Co., Ltd.) parent company only balance sheets as of December 31, 2023 and 2022, We have audited the parent company only statements of comprehensive income, parent company only statements of changes in equity and parent company only statements of cash flows, and notes to parent company only financial statements (including a summary of significant accounting policies) for the years then ended December 31, 2023 and 2022.

In our opinion, based on our audit and the audit reports of other accountants, the parent company only financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and present Lung Ming Green Energy Technology Engineering Co., Ltd. fairly in all material respects. The parent company only financial position of the Company (formerly known as Tongkai Technology Engineering Co., Ltd.) as of December 31, 2023 and 2022, and the parent company only financial performance and parent company only cash flows of the Company from January 1 to December 31, 2023 and 2022.

Basis for the audit opinion

We conducted the audit in accordance with the Regulations Governing the Audit of Financial Statements and Auditing Standards. Our responsibility to the standards will be explained in the paragraph of auditor’s responsibilities when auditing the parent company only financial reports. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe we have obtained sufficient appropriate audit evidence to serve as the basis for the audit opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of Lung Ming Green Energy Technology Engineering Co., Ltd. (formerly known as Tongkai Technology Engineering Co., Ltd.) for the year ended December 31, 2023. These matters were addressed in the context of our audit of the 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 are described as below:

I. Assessment to the loss allowance of receivables Matter description
Please refer to item 5 of Note 4 of the parent-company only financial statements for accounting policies regarding the impairment assessment of the receivables; please refer to Note 5 for details on significant accounting estimates and assumptions; please refer to item 3 of Note 6 of the parent-company only financial statements for descriptions of the accounts receivable.
The assessment to the loss allowance of receivables is the best estimate made by the management for the possible default of the receivables that existed on the balance sheet date. The estimate involves of multiple assessments and forecasts of the management such as the past events, current circumstance, and future macroeconomic situations, and the measurement results will directly affect the recognition of relevant amounts. Therefore, we consider the estimate of the Company's loss allowance for receivables is the most important matter in the audit.

Corresponding audit process

The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):
Understand and evaluate the Company's policy for the provision of allowance losses on accounts receivable (including the relevance of forward-looking information on macro economic indicators), and evaluate the rationality of the policy.
Assessed the receivables by referring to the probability of overdue credit losses in the past years, and set aside the loss allowance in accordance with the Company's policies. We understood and assessed the ratio of losses to overdue receivables in the past years and forward-looking

-135

information, to test and assess the appropriateness of the classification of receivable groups.

Sampled to inspect the adequacy of the supporting documents and the amount provided in cases at the management level.
Computed whether the loss allowance is provided based on the Company's policy.
II. Recognition of construction revenue - Assessment of the percentage of completion Matter description

For the accounting policies of construction contracts, please refer to Note 4 (13) of the parent company only financial statements; for the important judgments, accounting estimates and uncertainties of assumptions used in the accounting policies of construction contracts, please refer to Note 5 to the parent company only financial statements; Please refer to Note 6(17) to the parent company only financial statements for related contract assets and liabilities.

The construction revenue and costs of the Company are primarily generated from contracted projects. When the outcome of a construction contract can be reasonably estimated, revenue is recognized based on the percentage-of-completion method and calculated based on the degree of completion during the contract period. The degree of completion is determined by the costs incurred for each contract up to the end of the financial reporting period as a percentage of the estimated total costs of that contract. The estimate of the aforementioned total costs, including subcontracting, material, labor, and other project expenses, is based on management’s assessments of the varying nature of each project and fluctuations in market conditions.

Corresponding audit process

The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):

Based on the understanding of its operations and the nature of the industry, we assessed the reasonableness of its internal operating procedures for estimating the total cost of the project, including the basis for estimating the total cost of project contracts with the same nature.
Assessed and tested the management's internal control procedures for recognizing revenue from project based on the degree of completion, including checking supporting documents for works added or reduced and major projects priced in the current period.
Sampled and inspected the contracts that have already been awarded, and assessed the basis and reasonableness of the estimated costs for the parts that have not yet been awarded.
Conducted relevant verification procedures for the income statement of the project at the end of the period, including sampling the incurred costs of the current period to appropriate certificates, and recalculating the revenue from project recognized based on the degree of completion, and it has been properly recorded.
III. The environmental business involving pending litigious cases

Matter description

Please refer to item 12 of Note 4 of the parent-company only financial statements for accounting policies for provisions for liabilities; please refer to Note 9 of the parent-company only financial statements for details on pending litigation.

Lung Ming Green Energy Technology Engineering Co., Ltd. (formerly Tongkai Technology Engineering Co., Ltd.) violated the Waste Disposal Act, and the liability reserve that was estimated on December 31, 2023 was NTD 22,643 thousand. The estimation of the liabilities involves the judgment of the management on the final court judgment. Therefore, we have listed the assessment of the liability provision for the relevant litigation cases as the audit of the most important matters.

Corresponding audit process

The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):

Understood the progress of relevant litigation.
Assessed the reasonableness of the management's provision for liabilities and judgments on related litigation.
Sent letters to external lawyers to obtain the latest progress of relevant litigation and judgments on relevant cases.
Assessment of the going concern ability

Matter description

Lung Ming Green Energy Technology Engineering Co., Ltd. (originally Tongkai Technology and Engineering Co., Ltd.) incurred a net loss of NTD 113,887 thousand from January 1, 2023 to December 31, 2023, and incurred a cumulative loss of NTD 441,272 thousand on December 31, 2023 and the paid-in capital had reached 1/2. As stated in Note 12(2) to the parent company only financial statements, the management of Lung Ming Green Energy Technology takes necessary measures to ensure that Lung Ming Green Energy Technology Engineering Co., Ltd. (formerly Tongkai Technology Engineering Co., Ltd.) can continue to operate and gradually improve its situation in the future, as the response plans proposed by its management are critical to the improvement of financial status and financial performance. Feasibility involves subjective judgment, therefore, our assessment of the going concern capability is listed as the most important audit matter.

Corresponding audit process

The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):

Discuss with the management the events or situations that affect the assumption of the Company's continuing operations and the corresponding plans.
Evaluate the feasibility of the management's response plan and the effect of improving the financial position.
Obtaining the management's financial budget for the next year, future cash flows, profits and other relevant information, and asking the management's basic assumptions and examining the reasonableness of the relevant supporting information.
Inquire the management and review the audit evidence related to the audits in the post-period to assess whether there are matters that affect the Company's ability to continue as a going concern.
Inquire about borrowings and other debt contracts, review the Company's past debt repayment status, and assess whether there is any doubt about its future solvency.
Obtaining the investor's financial support commitment and reviewing the relevant evidence that the investment funds are in place, and assessing the effectiveness and feasibility of the financial support provided.
Assess whether there is any doubt about the Company's ability to fulfill customer contracts.
Inquire the minutes of the Board of Directors, shareholders' meetings and other important meetings, and evaluate whether there are unknown and possible lawsuits that are not conducive to the continued operation of the Company.
Issue letters to the Company's external lawyers and relevant units to obtain the latest progress of important legal matters such as major known pending litigations, to assess whether there is a possibility of an outcome unfavorable to the Company's continued operation.
Obtain and review the declaration issued by the management authority on the response plan and its feasibility.
Evaluate the appropriateness of the disclosures made by the management in the notes to the financial statements.

Other matters

Among the investments accounted for using the equity method in the financial statements of 2023 and 2022, the financial statements of the related affiliate, Shuangjian Photoelectric Limited, for 2023 and 2022 were audited by other independent auditors. The opinions expressed in the parent company only financial statements regarding the share of the profit or loss of the investment accounted for by the equity method were based on the audit reports of other independent auditors. The investments under equity method recognized in the above investees as of December 31, 2023 and 2022 were NTD 14,668 thousand and NTD 15,140 thousand, respectively, accounting for 1.35% and 1.68% of the parent company only assets, respectively. The shares of gains and losses recognized under the equity method for the years ended December 31, 2023 and 2022 were NTD (472) thousand and NTD 262 thousand, respectively, accounting for (0.41%) and 0.11% of the parent company only net loss before tax, respectively.

The responsibility of the management and the governing body for the parent company only financial statements

The management is responsible for preparing the appropriate parent company only financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers. Additionally, it is responsible for maintaining the internal control mechanism that is related to and necessary for the preparation of

the parent company only financial statements. As a result, it can ensure material misstatement due to fraud or error is not pertained in the parent company only financial statements.

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

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

Our responsibility for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the 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 will always detect a material misstatement when it exists. Misstatement might result from fraud or error. are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following work:

We identify the material misstatement resulting from fraud or error in the parent company only financial statement and assess its risk. We design and implement appropriate corresponding measures for the assessed risk. We acquire sufficient and appropriate audit evidence to serve as the basis for the audit opinion. Due to the fact that fraud might include collusion, forgery, intended omission, misstatement and violation of internal control, the risk of the misstatement resulting from fraud is higher than that resulting from error.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusion is based on the audit evidence acquired as of the date of the audit report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
With respect to the financial information of the entities of Lung Ming Green Energy Technology Engineering Co., Ltd. (formerly Tongkai Technology Engineering Co., Ltd.), sufficient and appropriate audit evidence is obtained to express an opinion on the parent company only financial statements. The accountant is responsible for the guidance, supervision and performance of the audit case, and is responsible for forming an audit opinion on the parent company only financial statements.

From the matters communicated with the governing body, we determine the key audit matters for the audit of the 2023 parent company only financial statements of Lung Ming Green Energy Technology Engineering Co., Ltd. (formerly known as Tongkai Technology Engineering Co., Ltd.). We clearly state all above matters in the audit report, unless the law prohibits us to publicly disclose certain matters, or under rare circumstances we decide not to include certain matters in the audit report since we can reasonably expect the resulting negative impact is greater than the public interest they bring.

Crown & Co., CPAs

CPA: Jinn Der Chang

CPA: Calvin Huang

No. of Approval Document by the Competent Authority Letter (79)Tai-Cai-Zheng-(I) No.00351 Jin-Guan-Huei-Zheng-Zhi No.5793 March 27, 2024

Lung Ming Green Energy Technology Engineering Co., Ltd. (originally Tung Kai Technology Engineering Co., Ltd.) Individual Balance Sheet

December 31, 2023 and 2022

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----- Start of picture text -----

Unit: NTD thousand
December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022
Assets Amount % Amount % Liabilities and equity Amount % Amount %
Current assets Current liabilities
1100 Cash and cash equivalent (Note 4 and 6) $ 142,794 13 $ 31,967 4 2100 Short-term loans (Note 4, 6, and 8) $ 63,400 6 $ 28,000 3
1110 or loss - CurrentFinancial assets measured at fair values through profit 1,217 - 1,364 - 2120 Financial liabilities at fair value through profit or loss - current - - 7,070 1
(Note 4 and 6) (Note 4 and 6)
1136 Financial assets measured at amortized cost - Current 17,187 2 108,514 12 2130 Contract liabilities - current (Notes 4 and 6) 99,262 9 79,572 9
(Note 6 and 8) 2150 Notes payable 15,374 2 17,863 2
1140 Contract assets - Current (Note 4 and 6) 119,621 11 89,756 10 2170 Accounts payable 165,410 16 166,066 18
1170 Accounts receivable - Net (Note 4 and 6) 225,482 20 207,190 23 2180 Accounts payable – Related parties (Note 7) 2,916 - 18,172 2
1180 Accounts receivable - related parties (Notes 4 and 7) 41,795 4 27,092 3 2200 Other payable 21,142 2 24,669 3
1200 Other receivables (Note 6) 18,579 2 1,806 - 2220 Other payables - Related parties (Note 7) 275,644 25 12,247 1
1210 Other receivables - Related parties (Note 7) 10,190 1 6,293 1 2250 Liabilities reserve - Current (Note 6) 23,104 2 26,931 3
1220 Current income tax assets (Note 4 and 6) 38 - 7 - 2280 Lease liabilities (Note 6) 8,299 1 7,535 1
1310 Inventories (Note 4 and 6) - - - - 2321 Corporate bonds with redemption right due or exercised within one - - 341,292 38
year or one business cycle
1410 Prepayments (Note 6) 40,967 4 48,161 5 (Notes 4 , 6 and 8)
1478 Guarantee deposits paid 1,764 - 1,764 - 2322 Long-term borrowings due within one year or one operating cycle 12,000 1 - -
(Notes 4, 6 and 8)
11XX Total of Current Assets 619,634 57 523,914 58 2399 Other current liabilities 1,405 - 3,148 -
Non-current assets 21XX Total of current liabilities 687,956 64 732,565 81
1535 Financial assets measured at amortized cost (Note 6 and 8) 14,813 1 - - Non-current liabilities
1550 Investments accounted using the equity method (Note 149,663 14 55,324 6 2540 Long-term borrowings (Notes 4, 6, and 8) 219,860 21 - -
4 and 6)
1600 Property, plant and equipment (Note 4, 6, and 8) 120,628 11 135,150 15 2550 Liabilities reserve - Non-current (Note 6) 13,078 1 21,615 2
1755 Right-of-use assets (Note 4 and 6) 10,734 1 15,340 2 2580 Lease liabilities (Note 6) 2,903 - 8,546 1
1780 Intangible assets (Note 4 and 6) 407 - 1,152 - 2640 Net defined benefit liabilities - non-current (Notes 4 and 6) 2,467 - 4,790 1
1840 Deferred income tax assets (Note 4 and 6) 66,301 6 64,621 7 2645 Deposits received 2,997 - - -
1915 Prepayment for equipment purchase 1,250 - - - 25XX Total of non-current liabilities 241,305 22 34,951 4
1920 Guarantee deposits paid (Note 8) 19,857 2 19,527 2 2XXX Total liabilities 929,261 86 767,516 85
1960 Prepaid investment (Note 7) 83,008 8 84,033 10 Equity (Note 6)
15XX Total of Non-Current Assets 466,661 43 375,147 42 3110 Common stock share capital 513,736 47 781,471 87
3200 Additional paid-in capital 85,217 8 69,473 8
3300 Retained earnings
3350 Accumulated deficit (441,272) (41) (718,565) (80)
3400 Other equity (647) - (834) -
3XXX Total equity 157,034 14 131,545 15
1XXX Total assets $ 1,086,295 100 $ 899,061 100 Total liabilities and equity $ 1,086,295 100 $ 899,061 100
----- End of picture text -----

(Please refer to the notes to the individual financial statements)

Chairman: Manager: Accounting Officer:

Lung Ming Green Energy Technology Engineering Co., Ltd. (originally Tung Kai Technology Engineering Co., Ltd.) Parent Company Only Consolidated Income Statement For the years ended December 31, 2022 and 2023

Unit: NTD thousand

4000 Net operating income (Note 4, 6, and 7) 5000 Operating costs (Note 4 and 6) 5900 Gross profit (loss) 6000 Operating expenses (Note 4, 6, and 7) 6200 Management expense 6450 Expected gain from credit impairment 6000 Total operating expenses 6900 Net operating profit (loss) Non-operating income and expenses (Note 4, 6, and 7) 7010 Other revenue 7020 Other profits and losses 7050 Financial cost 7060 Shareholding in the profit or loss of the affiliated company under the equity method 7000 Total of non-operating income and expenses 7900 Net income (loss) before tax 7950 Income tax benefits (Notes 4 and 6) 8200 Net income (loss) Other consolidated income/loss 8310 Titles not reclassified into income 8311 Re-measurement of defined benefit plan 8349 and income taxes related to items not subject to reclassification 8360 Titles potentially reclassified into income subsequently 8361 8300 Other consolidated income (loss) - Net 8500 Total comprehensive income Loss per share (TWD) 9750 Basic loss per share 9850 Diluted loss per share Exchange difference in the financial statements of foreign operations	Amount 421,215 $ (349,391) 71,824 (86,303) 848 (85,455) (13,631) 23,780 758 (20,737) (105,848) (102,047) (115,678) 1,791 (113,887) 556 (111) 187 632 (113,255) $ (1.72) $ (1.72) $ 2023	% 100 (83) 17 (20) - (20) (3) 6 - (5) (25) (24) (27) - (27) - - - - (27)	Amount 985,170 $ (991,283) (6,113) (94,457) (433) (94,890) (101,003) 8,860 (13,390) (6,643) (122,371) (133,544) (234,547) 20,962 (213,585) 350 (70) (496) (216) (213,801) $ (2.73) $ (2.73) $ 2022	% 100 (101) (1) (10) - (10) (11) 1 (1) (1) (12) (13) (24) 2 (22) - - - - (22)

(Please refer to the notes to the individual financial statements)

Chairman:

Manager:

Accounting Officer:

Lung Ming Green Energy Technology Engineering Co., Ltd. (originally Tung Kai Technology Engineering Co., Ltd.)

Parent Company Only Statement of Changes in Shareholders’ Equity

For the years ended December 31, 2022 and 2023

Unit: NTD thousand

A1 Balance as on January 1, 2022 D1 Net income (loss) D3 Other consolidated income (loss) D5 Total consolidated income (loss) E1 Capital increase in cash Z1 Balance as on December 31, 2022 A1 Balance as at 1 January 2023 D1 Net income (loss) D3 Other consolidated income (loss) D5 Total consolidated income (loss) E1 Capital increase in cash F1 Capital reduction against losses Z1 Balance as at 31 December 2023	Common stock share capital 731,471 $ - - - 50,000 781,471 $ 781,471 $ - - - 123,000 (390,735) 513,736 $	Additional paid- in capital 44,723 $ - - - 24,750 69,473 $ 69,473 $ - - - 15,744 - 85,217 $	Retained earnings Accumulated deficit (505,260) $ (213,585) 280 (213,305) - (718,565) $ (718,565) $ (113,887) 445 (113,442) - 390,735 (441,272) $	Exchange difference in the financial statements of foreign operations Unrealized gain (loss) of the financial assets measured at fair values through other consolidated income or loss 987 $ (1,325) $ - - (496) - (496) - - - 491 $ (1,325) $ 491 $ (1,325) $ - - 187 - 187 - - - - - 678 $ (1,325) $ Other equities	Total equities 270,596 $ (213,585) (216) (213,801) 74,750 131,545 $ 131,545 $ (113,887) 632 (113,255) 138,744 - 157,034 $

(Please refer to the notes to the individual financial statements)

Chairman: Manager: Accounting Officer:

Lung Ming Green Energy Technology Engineering Co., Ltd. (originally Tung Kai Technology Engineering Co., Ltd.) Parent Company Only Statement of Cash Flows

For the years ended December 31, 2022 and 2023

Unit: NTD thousand

AAAA Cash flow from operating activities: A10000 Net income (loss) before tax A20010 Income/expenses: A20100 Depreciation expense A20200 Amortization expense A20300 Amount of expected loss (gain) from credit impairment A20400 A20900 Financial cost A21200 Interest income A22300 Share of losses of associates accounted for using the equity method A22500 Disposal and scrapping of property, plant and equipment (gains) A29900 Loss from inventory write-down A29900 Profit from lease modification A29900 Designated reserve for liabilities A30000 Changes in assets/liabilities related to operating activities - Net A31125 Decrease (increase) of contract assets A31130 Decrease in notes receivable A31150 Accounts receivable (increase) A31160 Accounts receivable - related parties (increase) A31180 Decrease (increase) of other receivables A31190 Decrease (increase) of other receivables - related parties A31230 Decrease in prepayments A32125 Increase (decrease) of contract liabilities A32130 Notes payable (decrease) A32150 Accounts payables (decrease) A32160 Account payables - Related parties (decrease) A32180 Other payable (decrease) A32190 Increase (decrease) in other payables - related parties A32200 Debt reserve (decrease) A32230 Other current liabilities (decrease) A32240 Net defined benefit liability - Non-current (decrease) A33000 Cash inflow (outflow) from operations A33100 Interest received A33300 Interest paid A33500 Income tax refund (payment) AAAA Net cash inflow (outflow) from operating activities BBBB Cash flow from investing activities: B00050 Disposal of financial assets measured at amortized cost B02000 Increase in prepaid investment B02700 Acquisition of property, plant, and equipment B02800 Disposal of property, plant, and equipment B03700 Increase in guaranteed deposits paid B07100 Increase in prepaid equipment purchase BBBB Net cash outflow from investing activities CCCC Cash flow from financing activities: C00100 Increase in short-term loans C00200 Decrease in short-term loans C01300 Repayment of corporate bonds C01600 Borrowing of long-term loan C01700 Retirement of long-term loans C03000 Increase of guaranteed deposits and margins received C03700 C04020 Lease principal payment C04600 Capital increase in cash CCCC Net cash inflow from financing activities EEEE Current cash and cash equivalents increase (decrease) E00100 Opening balance of cash and cash equivalents E00200 Closing balance of cash and cash equivalents Net (gain) loss on financial assets and liabilities measured at fair value through profit or loss Increase of other payables - related parties	2023 (115,678) $ 22,890 745 (848) (6,923) 20,737 (502) 105,848 (52) - - 1,186 (29,865) - (17,444) (14,703) (16,740) (3,897) 7,194 19,690 (2,489) (656) (15,256) (5,982) (168) (11,550) (1,743) (1,767) (67,973) 469 (11,574) (31) (79,109) 76,514 (198,975) (415) 431 (330) (1,250) (124,025) 35,400 - (350,000) 231,860 - 2,997 263,565 (8,605) 138,744 313,961 110,827 31,967 142,794 $	2022 (234,547) $ 26,309 1,164 433 7,366 6,643 (338) 122,371 - 535 (1,136) 20,801 89,135 85,049 - (24,030) 2,318 3,011 61,939 (3,582) (32,237) (46,065) (22,946) (7,799) 12,247 (15,089) (856) (131) 50,565 338 # (1,719) # 33 # 49,217 25,794 # (182,033) (124) - (7,388) - (163,751) - (2,000) - - (26,458) - - (8,310) 74,750 37,982 (76,552) 108,519 31,967 $

(Please refer to the notes to the individual financial statements)

Chairman: Manager: Accounting officer:

Lung Ming Green Energy Technology Engineering Co., Ltd.

Table for loss appropriation

2023

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Unit: TWD
Summary Subtotal
Beginning balance of the accumulated deficit (718,565,175)
Plus: 2023 capital reduction to compensate deficit 390,735,660
Plus: 2023 net loss after tax (113,887,206)
Minus: 2023 re-measurement of defined benefit plan 445,146
Ending balance of the accumulated deficit (441,271,575)
Accumulated items:
Use additional paid-in capital to make up the deficit 85,217,109
Ending balance of the accumulated deficit (356,054,466)
----- End of picture text -----

Chairman: CHIEN-LUNG HSU Managerial Officer: JIN-HUANG LIU Accounting Officer: CHI-TING CHANG

Lung Ming Green Energy Technology Engineering Co., Ltd. Comparison table of the “Articles of Incorporation” before and after amendments

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Provisions before amendments Provisions after amendments Description
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Provisions before amendments Provisions after amendments Description	Provisions before amendments Provisions after amendments Description	Provisions before amendments Provisions after amendments Description

Article 2: The Company’s business services are as follows: ………… 73. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.	Article 2: The Company’s business services are as follows: ………… 73. B202010 Nonmetallic Mining 74. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing 75. CC01040 Lighting Equipment Manufacturing 76. D101011 Power Electric Power Supply 77. D101040 Non-Public Electric Power Generation 78. D501010 Hot Springs Supplying 79. E601020 Electric Appliance Installation 80. E607010 Solar Thermal Energy Equipment Installation Engineering 81. EZ05010 Instrument and Meters Installation Engineering 82. EZ15010 Warming and Cooling Maintenance Construction 83. F113010 Wholesale of Machinery 84. F113020 Wholesale of Electrical Appliances 85. F113030 Wholesale of Precision Instruments 86. F113990 Wholesale of Other Machinery and Tools 87. F213010 Retail Sale of Electrical Appliances 88. F213040 Retail Sale of Precision Instruments 89. F213080 Retail Sale of Machinery and Tools 90. F213100 Retail Sale of Pollution Controlling Equipment 91. G202010 Parking Garage Business 92. I102010 Investment Consulting 93. I501010 Product Designing 94. IG02010 Research and Development Services 95. JA02990 Other Repair 96. JE01010 Rental and Leasing 97. A102020 Agricultural Products Preparations 98. F101050 Wholesale of Fishery Products 99. F101100 Wholesale of Flowers 100. F101990 Wholesale of Other Agricultural, Livestock and Aquatic Products 101. F102030 Wholesale of Tobacco and Alcohol 102. F102040 Wholesale of Nonalcoholic Beverages 103. F102050 Wholesale of Tea Leaves 104. F102170 Wholesale of Foods and Groceries	Added business items for the Company's future operation and development needs.

F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures
F106020 Wholesale of Daily Commodities 108. F108040 Wholesale of Cosmetics 109. F112040 Wholesale of Petroleum Products 110. F115010 Wholesale of Jewelry and Precious Metals
F199990 Other Wholesale Trade
F201010 Retail Sale of Agricultural Products 113. F201020 Retail Sale of Livestock Products 114. F201030 Retail Sale of Fishery Products 115. F201070 Retail Sale of Flowers
F201990 Retail Sale of Other Agricultural, Livestock and Aquaculture Products
F203010 Retail Sale of Food, Grocery and Beverage
F203020 Retail Sale of Tobacco and Alcohol 119. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures
F206020 Retail Sale of Daily Commodities 122. F208040 Retail Sale of Cosmetics 123. F212050 Retail Sale of Petroleum Products 124. F215010 Retail Sale of Jewelry and Precious Metals
F299990 Retail Sale of Other Products 126. F399040 Retail Sale No Storefront 127. F399990 Retail Sale of Other Integrated 128. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 6:

The total capital of The Company is set at NT$3.84 billion, divided into 384 million ordinary shares, with a par value of NT$10 per share. The Board of Directors is authorized to issue the shares in multiple tranches as required by the company's business needs. Within the aforementioned total capital, up to NT$90

Article 6:

Within the aforementioned total capital, up to NT$90 million is eligible for the issuance of subscription rights certificates, totaling 9 million shares, with a par value of NT$10 per share. The Board of Directors is authorized to issue these shares in multiple tranches as required by the company's business

The provision was added in accordance with the employee qualifications required in the Regulations Governing Issuance of New Restricted Employee Shares.

million is eligible for the issuance of subscription rights certificates, totaling 9 million shares, with a par value of NT$10 per share. The Board of Directors is authorized to issue these shares in multiple tranches as required by the company's business needs.	needs. The Company may transfer its bought-back treasury stock, reserve newly issued shares for subscription, and issue employee stock options and restricted stock to employees of the Company's Parent or subsidiaries who meet certain criteria. The board of directors is authorized to determine these criteria.
Article 35: Instituted on December 29, 1995. ………… The 24h amendment was on July27,2022.	Article 35: Instituted on December 29, 1995. ………… The 25th amendment was on June 6, 2024.	Added the number and date of amendment.

Lung Ming Green Energy Technology Engineering Co., Ltd.

Evaluation opinion on the necessity and reasonableness of a private placement

Principal of the evaluation opinion: Lung Ming Green Energy Technology Engineering Co., Ltd. Recipient of the evaluation opinion: Lung Ming Green Energy Technology Engineering Co., Ltd. Designated purpose of the evaluation opinion: Solely for the use of Lung Ming Green Energy Technology Engineering Co., Ltd. in conducting a private placement in 2024

Type of report: Evaluation opinion on the necessity and reasonableness of a private placement

Assessment agency: Taishin Securities Co.,Ltd.

Representative: CHIA-HUNG KUO

(The contents of this evaluation opinion are solely for the reference of the 2024 Board of Directors and general shareholders' meeting of Lung Ming Green Energy Co., Ltd. in the resolution of the current private placement case and shall not be used for other purposes. This evaluation opinion is based on the financial data provided by Lung Ming Green Energy Co., Ltd. and the information disclosed on the Market Observation Post System. This statement serves as a formal disclaimer that the we shall not be held responsible for any legal liabilities for any effects on the evaluation opinion due to changes in the Company's private placement plan or other circumstances in the future.)

March 25 , 2024

Lung Ming Green Energy Technology Engineering Co., Ltd. plans to improve its working capital, repay borrowings, strengthen its and capital financial structure, and meet capital needs for future operational development by raising funds in a timely and convenient manner in accordance with the Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities. Per Article 43-6 of the Securities and Exchange Act, the Company intends to discuss related matters regarding the private placement of securities at the Board of Directors’ meeting on March 27, 2024, and plans to discuss the limitation of common shares issuance to 64,000,000 shares at the general shareholders' meeting on June 6, 2024. Per Paragraph 3 in Article 4 of the Directions for Public Companies Conducting Private Placements of Securities, if there has been a significant change in ownership within one year prior to the private placement of securities and up to one year from the delivery date of such securities, the Company shall consult with the underwriter to obtain an evaluation opinion on the necessity and reasonableness of conducting the private placement. The evaluation opinion shall be included in the notice of the general shareholders' meeting as a reference for shareholders to decide whether or not to approve the private placement.

The underwriter's assessment is as follows:

I. Introduction to Company
Lung Ming Green Energy Technology Engineering Co., Ltd. (code: 3018) was founded in 1996, and its current capital is NTD 513,735,660. The Company's main business is divided into three categories: mechanical and electrical engineering, construction engineering, and others. Mechanical and electrical engineering and construction engineering are the main sources of revenue, accounting for more than 90% of the total revenue. The Company mainly provides engineering services for high-tech industries such as semiconductors, electronics, information technology, optoelectronics, biochemistry, and medicine, aiming to maintain high precision, high production yield, and stable product quality for the clients in a dust-free and well-controlled, constant temperature and humidity environment. The Company's mechanical and electrical engineering technology for the dust-free rooms has reached the highest professional level of pureness (class-1) and has been acknowledged by the customers and obtained multiple independent construction projects. The Company has gained much engineering experience and established a high-level professional image up to date. In response to changes in the industry, Lung Ming Green Energy Technology Co., LTD. has continuously extended its business scope. In 2005, the Company expanded into civil engineering and construction services. In 2008, the Company began promoting green energy and environmental protection businesses and built a sewage treatment plant in the Taoyuan Environmental Science Park to provide sewage treatment and recycling and to implement the concept of sustainable resource utilization. In October 2015, the Company obtained a Waste Clearance and Disposal permit from the Taoyuan City Government and engaged in sewage regeneration treatment to produce stabilized materials as Controlled-Low-Strength-Materials (CLSM), creating business opportunities for sustainable resource development. However, the permit was not re-approved by the competent authority upon its expiry in 2022. Lung Ming Green Energy Technology Co., LTD. continues to promote business diversification. The Company actively adjusts the structure of orders for mechanical and electrical engineering projects, increases orders with better gross profit margins, and complies with government green energy policies. In addition to its expertise in electrical engineering for high-tech factories and medical institutions, the Company is also diligently involved in construction projects such as offshore wind power plants. Based on stable construction progress and continuous revenue growth, the Company continues to diminish the impact of

significant revenue fluctuations due to seasonal orders in the mechanical and electrical engineering industry which provides overall robust growth for the Company's operations. Along with the continuous expansion of high-tech factories and the active promotion of urban renewal and public construction projects by the Government, the Company sees an opportunity to increase market share in various fields to optimize overall revenue performance and gross profit margins and improve profitability. Through the capital injections from the private placement of common shares, Lung Ming Green Energy Technology Co., LTD. could advance its financial performance and strengthen its capital structure.

Summarized individual balance sheet (adopting International Financial Reporting Standards)

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Unit: NTD thousand
Year Financial information for the last 5 years (Note)
Item 2019 2020 2021 2022 2023
Current assets 741,756 744,275 757,826 532,914 619,634
Property, plant and equipment 168,261 159,604 152,052 135,150 120,628
Intangible assets 1,567 3,671 2,316 1,152 407
Other assets 370,930 402,716 248,724 229,845 345,626
Total assets 1,282,514 1,310,266 1,160,918 899,061 1,086,295
Current Before dividend 646,928 652,862 512,158 732,565 687,956
liabilities After dividend 646,928 652,862 512,158 732,565 687,956
Non-current liabilities 44,215 124,034 378,164 34,951 241,305
Total liabilities Before dividend 691,143 776,896 890,322 767,516 929,261
After dividend 691,143 776,896 890,322 767,516 929,261
Equity attributable to the owners
591,371 533,370 270,596 131,545 157,034
of the parent company
Share capital 735,121 731,471 731,471 781,471 513,736
Additional paid-in capital 90,522 3,464 44,723 69,473 85,217
Retained Before dividend (207,890) (203,640) (505,260) (718,565) (441,272)
earnings After dividend (207,890) (203,640) (505,260) (718,565) (441,272)
Other equity (710) 2,075 (338) (834) (647)
－－－－
Treasury stocks (25,672)
－－－－－
Non-controlling interests
Total equities Before dividend 591,371 533,370 270,596 131,545 157,034
After dividend 591,371 533,370 270,596 131,545 157,034
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Note: All financial information from 2019 to 2023 has been audited and reviewed by CPAs.

Summarized individual income statement

(adopting International Financial Reporting Standards)

Unit: NTD thousand

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Year Financial information for the last 5 years (Note)
Item 2019 2020 2021 2022 2023
Operating revenue 909,091 1,103,576 1,016,187 985,170 421,215
Operating gross profit (87,925) 27,833 31,994 (6,113) 71,824
Operating profits and losses (199,401) (97,702) (80,126) (101,003) (13,631)
Other revenue and expenses (53,430) 12,155 (144,727) (133,544) (102,047)
Net income before tax (252,831) (85,547) (224,853) (234,547) (115,678)
Net profit from continuing
(218,349) (58,414) (305,978) (213,585) (113,887)
operations
Losses from discontinued
－－－－－
operations
Net income(loss) (218,349) (58,414) (305,978) (213,585) (113,887)
Other comprehensive income -
39 363 (1,519) (216) 632
current (net, after tax)
Total comprehensive income (218,310) (58,051) (307,497) (213,801) (113,255)
Net income attributable to
－－－－－
parent company shareholders
Net profit attributable to non-controlled interests －－－－－
Comprehensive profit (loss)
－－－－－
attributable to the owners of the
parent company
Comprehensive income
－－－－－
attributable to non-controlling
shareholders
Earnings per share (2.99) (0.80) (4.18) (2.73) (1.72)
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Note: All financial information from 2019 to 2023 has been audited and reviewed by CPAs.

Condensed consolidated balance sheet

(adopting International Financial Reporting Standards)

Unit: NTD thousand

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Year Financial information for the last 5 years (Note)
Item 2019 2020 2021 2022 2023
Current assets 1,023,938 1,155,510 1,095,932 714,513 875,894
Property, plant and equipment 223,172 192,534 162,558 143,605 127,701
Intangible assets 61,815 40,768 6,182 4,709 3,685
Other assets 207,152 333,097 258,870 186,459 205,271
Total assets 1,516,077 1,721,909 1,523,542 1,049,286 1,212,551
Current Before dividend 871,091 1,024,417 832,989 867,486 811,990
liabilities After dividend 871,091 1,024,417 832,989 867,486 811,990
Non-current liabilities 47,653 179,643 419,957 50,255 243,527
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Total liabilities Before dividend 918,744 1,204,060 1,252,946 917,741 1,055,517
After dividend 918,744 1,204,060 1,252,946 917,741 1,055,517
Equity attributable to the owners
591,371 533,370 270,596 131,545 157,034
of the parent company
Share capital 735,121 731,471 731,471 781,471 513,736
Additional paid-in capital 90,522 3,464 44,723 69,473 85,217
Retained Before dividend (207,890) (203,640) (505,260) (718,565) (441,272)
earnings After dividend (207,890) (203,640) (505,260) (718,565) (441,272)
Other equity (710) 2,075 (338) (834) (647)
－－－－
Treasury stocks (25,672)
－－－
Non-controlling interests 5,962 (15,521)
Total equities Before dividend 597,333 517,849 270,596 131,545 157,034
After dividend 597,333 517,849 270,596 131,545 157,034
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Note: All financial information from 2019 to 2023 has been audited and reviewed by CPAs.

Condensed consolidated comprehensive income statement (adopting International Financial Reporting Standards)

Unit: NTD thousand

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Year Financial information for the last 5 years (Note)
Item 2019 2020 2021 2022 2023
Operating revenue 1,064,833 1,633,103 1,618,649 1,283,006 599,882
Operating gross profit (68,724) 144,401 54,406 (114,043) 24,177
Net operating profits (305,566) (60,541) (111,429) (232,375) (125,315)
Other revenue and expenses 28,055 (19,121) (102,290) (30,112) (9,764)
Net income before tax (277,511) (79,662) (213,719) (262,487) (135,079)
Net profit from continuing operations (245,582) (67,479) (310,184) (213,585) (113,887)
Losses from discontinued operations －－－－－
Net income(loss) (245,582) (67,479) (310,184) (213,585) (113,887)
Current term other comprehensive
466 614 (1,115) (216) 632
profit/loss (net amount after tax)
Total comprehensive income (245,116) (66,865) (311,299) (213,801) (113,255)
Net income attributable to parent
(218,349) (58,414) (305,978) (213,585) (113,887)
company shareholders
Net profit attributable to non-controlled －－
(27,233) (9,065) (4,206)
interests
Comprehensive profit (loss) attributable
(218,310) (58,051) (307,497) (213,801) (113,255)
to the owners of the parent company
Comprehensive income attributable to －－
(26,806) (8,814) (3,802)
non-controlling shareholders
Earnings per share (2.99) (0.80) (4.18) (2.73) (1.72)
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Note: All financial information from 2019 to 2023 has been audited and reviewed by CPAs.

II. Examination of significant changes in management rights within one year prior to the board resolution for conducting a private placement

Upon examination of the relevant information, it was found that the Company held an extraordinary shareholders' meeting on August 28, 2023, for the by-election of two directors. The Company resolved to dismiss three corporate representative directors and one natural person director of Yang Ming Spring at the annual shareholders' meeting on June 30, 2023. The current board consists of two directors and three independent directors, totaling five

directors. As the number of board vacancies has reached one third of the total seats defined in the Articles of Incorporation, an extraordinary shareholders’ meeting shall be convened within to elect replacements per regulations. The term of office for the two newly elected directors shall be from August 28, 2023 to May 31, 2025. HUI-LAN KUO and CHI-HSIU PAN, corporate representative directors of Hua Yang Venture Capital Co., Ltd., were elected. The changes in directors are summarized as follows:

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Before the re-election
Before the re-election at the Has there
at the extraordinary List of directors in
Title general shareholders' meeting on been any
shareholders' meeting March 2024 (present)
June 30, 2023 changes
on August 28, 2023
Sunsino Venture Sunsino Venture Sunsino Venture
Chairman Representative: CHIEN-LUNG Representative: Representative: No
HSU CHIEN-LUNG HSU CHIEN-LUNG HSU
Representative of Yang Ming Sunsino Venture
Director Spring Investment Co., Ltd.: Dismissal of directors Representative: HUI- Yes
HSUAN-FEI CHEN LAN KUO
Sunsino Venture
Yangming Spring Investment Ltd.
Director Dismissal of directors Representative: CHI- Yes
Representative: CHI-HSIU PAN
HSIU PAN
Yangming Spring Investment Ltd.
Director Representative: NAI-JUNG Dismissal of directors - -
CHEN
Songshan Investment Songshan Investment
Songshan Investment Co., Ltd.
Co., Ltd. Co., Ltd.
Director Representative: KUO-LUN No
Representative: Representative:
PENG
KUO-LUN PENG KUO-LUN PENG
Director Chen, Yi-Jie Dismissal of directors - -
Independe
Cheng, Yun-Da Cheng, Yun-Da Cheng, Yun-Da No
nt Director
Independe
Shi, Yun-Ting Shi, Yun-Ting Shi, Yun-Ting No
nt Director
Independe
Vacancies Li, Meng-Chieh Li, Meng-Chieh Yes
nt Director
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As of the date of this report, Long Ming Green Energy has seven directors, of which 3/7 were changed. With more than one-third of directors being changed, it has met the criteria specified in Article 4, paragraph 3 of "Directions for Public Companies Conducting Private Placements of Securities." However, the Company's corporate director Sunsino Venture was the main placee of private placement in 2023 (Sunsino Venture is a company in which the Company’s Chairman CHIEN-LUNG HSU holds a 91.93% stake). Considering Chairman CHIEN-LUNG HSU’s shareholding in that company, the total shareholding amounted to 15,869,000 shares, with a shareholding ratio of 30.89%. Therefore, there have been no incidents of shift or losses in management control due to structural changes in equity.

III. No conclusion has been drawn upon whether private placement would cause a significant change in management control while introducing specific investors

The Company is planning to conduct private placement of common shares after the general shareholders' meeting in 2024. The potential subscribers have not been determined yet, and it is still uncertain whether the strategic investors introduced through this private placement will obtain a certain number of director seats that could result in a significant change in management control. However, the selection of specific subscribers for the private placement of common shares would comply with Article 43-6 of the Securities and Exchange Act and the regulations set forth in the order No.0910003455(91) issued by the Financial Supervisory Commission on June 13, 2002. The primary consideration for the selection are individuals who have a good understanding of the

Company's operations and can be beneficial to the Company's future operations. The private placement is expected to attract the Company's directors and major shareholders, with additional potential subscribers currently under negotiation. The actual selection of subscribers will be carried out in accordance with relevant regulations after the negotiations have been concluded to ensure the selection process for subscribers to be appropriate.

Considering the current total of 51,373,566 shares issued by the Company (including 19,291,415 shares through private placement), the total shares will be approximately 115,373 thousand shares included the issuance of new shares up to 64,000 thousand shares for the proposed private placement. The total number of shares from the private placement is expected to account for approximately 55.47% of the post-placement capital. It is plausible that the subscribers may acquire seats on the board of directors and supervisors of the Company, resulting in a significant change in management control. Therefore, the Company has consulted us for the assessment regarding the necessity and reasonableness of the private placement in accordance with the regulations of "Directions for Public Companies Conducting Private Placements of Securities". However, no specific investors have been confirmed at the moment. Thus, whether introducing specific investors through the private placement will cause a significant change in control remains inconclusive.

IV. Contents of the current private placement plan

In response to the need for additional working capital and borrowings repayment for future business development, the Company plans to issue new shares for increase in cash capital through private placement in accordance with Article 7 and Article 43-6 of the Securities Exchange Act, considering the difficulty of obtaining the required funds in the short term through fundraising and issuance of securities as well as the timeliness and convenience of private placement. The issuance of new shares for the private placement would be limited to 64,000 thousand shares and would be conducted in compliance with relevant laws and regulations. The issuance of common shares for the private placement will be carried out in four installments within one year from the date of the resolution at the general shareholders’ meeting. The price per share shall not be lower than 80% of the higher value calculated based on the following two reference prices before the Company's pricing date:

The simple arithmetical average closing price of the ordinary shares of the Company on any of the first, third or fifth trading day prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of the shares cancelled in connection with capital reduction.
The simple arithmetical average closing price of the ordinary shares of the Company for thirty trading days prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of shares cancelled in connection with capital reduction.
V. Assessment on the necessity and reasonableness of the private placement
(I) Necessity of conducting the private placement

The operating revenue and net profit listed in the consolidated financial statements of Lung Ming Green Energy for the past three years are shown as below:

		Unit: NTD thousand 2022 2023 1,283,006 599,882 (114,043) 24,177 (232,375) (125,315) (262,487) (135,079)	Unit: NTD thousand 2022 2023 1,283,006 599,882 (114,043) 24,177 (232,375) (125,315) (262,487) (135,079)
Year Item	2021	2022	2023
Operatingrevenue	1,618,649	1,283,006	599,882
Operating grossprofit	54,406	(114,043)	24,177
Operatingincome(loss)– net	(111,429)	(232,375)	(125,315)
Net income(loss)before tax	(213,719)	(262,487)	(135,079)

Source: Consolidated financial statements audited and reviewed by CPAs.

The above financial information indicates that Lung Ming Green Energy remains in a deficit position. Despite changes in the external environment in recent years, the

Company has continued to focus on electromechanical system integration projects. The Company also actively pursues the development of large-scale wind power generation in the green energy industry, aiming to diversify its business while significantly enhancing its competitive advantage in terms of cost, quality, and technology. However, the diversification process requires substantial capital investments, which has consequently affected the Company's profitability. Improvements in business performance cannot be proven in a short amount of time yet additional capital is needed. Given the Company's current status, it may be difficult to attract investors through a public offering of new shares. Considering that the issuance cost and fundraising process for private placement of common shares are relatively easy, straightforward, time efficient, and more beneficial for the operating arrangement in 2024, the Company has chosen to raise long-term capital through private placement of common shares.

In conclusion, considering the need for timely and convenient fundraising, it is deemed necessary to adopt the private placement approach to promote the long-term operational development for Lung Ming Green Energy.

(II) Reasonableness of conducting the private placement Lung Ming Green Energy is expected to pass the resolution at the general shareholders’ meeting on June 6, 2024 and will provide an explanation of private placement-related matters in the meeting agenda in accordance with Paragraph 6 under Article 43-6 of the Securities and Exchange Act. There shall be no significant abnormal matters. The purpose of the Company's fundraising is to enhance working capital and repay borrowings. The expected benefits include improving financial and capital structure, enhancing operational performance, strengthening the Company's competitiveness, and making positive contributions to the shareholders' interests.
In addition to obtaining long-term stable funding, the private placement includes a restriction on the free transfer of common shares within three years as opposed to a public offering. This limitation ensures a long-term cooperative relationship between the Company and the specific investors introduced, facilitating the Company's growth for medium-term operations in the future. The subscription price for the private placement shall not be lower than 80% of the reference price in accordance with relevant laws and regulations.

In conclusion, we believes that the private placement for Lung Ming Green Energy execution is necessary and reasonable in accordance with the "Directions for Public Companies Conducting Private Placements of Securities."

VI. Necessity and reasonableness of changes in management control due to the private placement
(I) Impact of significant changes in management control on the Company's business, finances, and shareholders' equity
1. Impact on the Company's business
  - In order to facilitate business development, improve financial and capital structure, and enhance working capital, the Company plans to conduct a private placement to raise funds, aiming to introduce subscribers or strategic investors who can directly or indirectly benefit the Company's future operations and ensuring long-term cooperative relationships between the Company and its investment partners. The collaboration with subscribers or strategic investors is expected to provide positive impacts for the Company’s business development and collectively strengthen the Company's overall competitiveness through improvements in industry integration, technological research, and product quality, and expansion or joint development in markets and products.
2. Impact on the Company's finances

The Company plans to limit the issuance of new shares for the private placement to

64,000 thousand shares. The reference price is the simple arithmetical average closing price of the ordinary shares of the Company on any of the first, third or fifth trading day prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of the shares cancelled in connection with capital reduction, or the simple arithmetical average closing price of the ordinary shares of the Company for thirty trading days prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of shares cancelled in connection with capital reduction. The higher of the two values will be used as the reference for the issuing price of the private placement of common shares, which shall not be lower than 80% of the reference price. The capital raised from the private placement will be used to enhance working capital, repay borrowings, strengthen financial and capital structure, or support other capital needs for the Company's long-term development, aiming to improve the Company’s overall operational competitiveness. The immediate and effective injection of capital from private placement will have a positive impact on the Company's financial position.

Impact on the Company's shareholders' equity The capital raised from the private placement will be used to enhance working capital, repay borrowings, strengthen financial and capital structure, or support other capital needs for the Company's long-term development, providing benefits such as improving the Company's industry position, long-term competitiveness, and financial and capital structure. Furthermore, the private placement will be executed at a subscription price not lower than 80% of the reference price in accordance with relevant laws and regulations. The issue price of this private placement of common shares may be lower than the par value of the share. If it is lower than the par value of the share, the expected impact on shareholders’ equity is the loss arising from the difference between the actual issue price and the par value, which will be gradually eliminated depending on the Company’s operating conditions. Thus, the impact on shareholders' equity is considerably limited.
(II) The selection for the subscribers and its reasonableness and necessity The selection of specific subscribers for the private placement of common shares would comply with Article 43-6 of the Securities and Exchange Act and the regulations set forth in the order No.0910003455(91) issued by the Financial Supervisory Commission on June 13, 2002. The primary consideration for the selection are individuals who can provide direct or indirect benefits to the Company. The actual selection of subscribers will be carried out in accordance with relevant regulations after the negotiations have been concluded to ensure the selection process for subscribers to be appropriate. The purpose of the private placement is to improve the Company's financial structure and effectively expand its business scale, ensuring continuous operational development and protecting the rights and interests of employees and shareholders. The inquiry for the subscribers for the private placement is deemed reasonable and necessary.
(III) Reasonableness of expected benefits from the private placement The Company will use the capital raised in the private placement to enhance working capital and repay borrowings. The expected benefits include improving long-term competitiveness, enhancing financial and capital structure, and reducing interest expenses, which will positively impact the shareholders' equity. If the subscribers being introduced are strategic investors, their capital, experience, or networks are expected to bring in collaboration in terms of technology, knowledge, or market access, leading to strategic cooperative benefits such as increased profitability, improved efficiency, and expanded market size. The overall shareholders' equity of the Company is expected to be enhanced, providing positive contributions to the Company's financial position and

shareholders' interests. Given that the capital raised will be used to enhance working capital, the expected benefits are considered reasonable.

Overall, the Company intends to conduct a private placement to raise funds to enhance working capital, repay borrowings, and strengthen business structure and competitiveness, and improve overall shareholders' equity. Given the current operational status of the Company and the timeliness and feasibility of the fundraising, it is deemed necessary and reasonable for the Company to issue new shares for increase in cash capital through private placement. The anticipated benefits and the selection of subscribers of the private placement are based on comprehensive considerations of the impact on the Company's business, finances, and shareholders' equity, which is expected to improve the Company's overall business, finances, and shareholders' equity.

Lung Ming Green Energy Technology Engineering Co., Ltd. (Originally named: Tung Kai Technology Engineering Co., Ltd.) Issuance and subscription plan for restricted employee stock in 2024

Article I: Purpose

In order to attract and retain the necessary professional talents, motivate employees, and enhance internal cohesion, the Company has established related rules regarding the issuance and subscription plan for restricted employee stock in accordance with the Company Act and the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" (hereinafter referred to as the Offering Guidelines) published by the Financial Supervisory Commission, aiming to generate greater benefits for the Company and its shareholders.

Article II: Applicable parties

The term "employee" as used in this guideline refers to the official full-time employees of the Company and its subsidiaries.

Article III: Issuance period

The issuance may be carried out at once or in multiple batches depending on actual needs within one year from the receipt date of the effective notification from the regulatory authority. The actual issuance date shall be determined by the Chairman of the Board authorized by the Board of Directors.

Article IV: Total issuance amount

The total issuance amount is NTD 50,000,000 with a par value of NTS 10 per share and a total of 5,000,000 shares.

Article V: Eligibility for employees’ stock

I. Official full-time employees of the Company and its subsidiaries who have been employed as of the grant date of the restricted employee stock.
II. The employees and the actual number of shares allocated to them through the restricted employee stock will be determined by seniority, job level, work performance, overall contribution, special achievements, or other management-related criteria. The allocations shall be reviewed by the Chairman and summited to the Board of Directors for approval. Criteria for managerial employees or directors who are also employees shall be approved by the Remuneration Committee in advance, while criteria for non-managerial employees shall be approved by the Audit Committee in advance.
III. The number of shares allocated to a single employee shall be processed in accordance with the Offering Guidelines.

Article VI: Issuance criteria

I. Issue price: The issue price is based on the par value of NTD 10 per share.
II. Vesting Criteria: After being granted restricted employee stock, employees must still be employed by the Company on the completion date of the following vesting periods, have not violated any labor contracts, work rules, or company regulations, and have achieved the performance goals set by the Company for the year prior to the completion as approved by the Chairman. The proportion of vested shares is as follows:
Upon completion of one year: 30% vested
Upon completion of two years: 30% vested
Upon completion of three years: 40% vested
III. Handling of unvested shares:
In the event of general resignation from the Company within the vesting period (voluntary resignation, termination, severance, retirement, or death), the employees will lose their vested rights as of the date such event. The Company will repurchase any shares granted but not yet vested at the original subscription price and proceed with cancellation.
Employees on unpaid leave during the vesting period could reinstate their rights from the date they resume their position; however, the vesting period shall be extended by the duration of the unpaid leave.
In case of death due to work-related accidents or general causes, any unvested restricted employee stock shall be deemed as fully vested as of the date of death. The heir may apply to receive the inherited shares or proceeds from the disposition of the equity interests upon completing the necessary legal procedures and providing relevant documentation.
If an employee requests a transfer to a related enterprise or another company (excluding subsidiaries), the restricted employee stock shall be processed in the same manner as "general resignation" in subparagraph 1 of this article. However, if an employee is assigned to a related enterprise or another company due to operational needs at the Company’s discretion, the vested restricted employee stock shall not be affected by the transfer.
If an employee does not meet the vesting criteria for the current year during the vesting period, the Company may repurchase any unvested shares at the original subscription price and proceed with cancellation.
IV. Shareholding restrictions for employees prior to meeting vesting criteria:
Employees may not sell, pledge, transfer, gift, establish, or otherwise dispose of their restricted employee stock before meeting the vesting criteria.

Employees may participate in rights offerings, dividend distribution, and subscription for increase in cash capital before meeting the vesting criteria.
Employees are not required to deposit rights offerings and dividend received during the vesting period into trust custody.

Article VII: Confidentiality

Employees granted with restricted employee stock shall comply with confidentiality regulations and shall not disclose the number of allocated shares and all related content unless required by laws or regulatory authorities. If an employee violates these rules and the violation is considered to be significant by the Company, the employee will be disciplined based on the circumstances at the time. The employee will be immediately disqualified to receive any shares granted but not yet vested, and the Company may repurchase the shares at the original subscription price and proceed with cancellation. Article VIII: Other matters and important agreements

I. The issuance of restricted employee stock shall be handled through a stock trust custody arrangement. Employees may not request the return of restricted employee stock from the trustee for any reason or by any means before meeting the vesting criteria.
II. The Company shall have full authority to represent the employees in dealing with the stock trust institution (including but not limited to) for negotiation, signing, amendment, extension, termination, and matters related to the trust property delivery, utilization, and disposal instructions during the period of trust custody for the restricted employee stock.
III. Employees shall entrust the trust custody institution to exercise the attendance, proposals, speeches, voting rights, and other shareholders’ rights at the general shareholders' meetings before meeting the vesting criteria.
IV. If any subsequent amendments are necessary due to changes in laws and regulations, supervisory requests from regulatory authorities, or changes in objective circumstances after the plan has been approved by the Board of Directors, the Chairman is authorized to amend the plan and later submitted to the Board of Directors for subsequent ratification before issuance, except for cases where approval is required from the general shareholders' meeting in accordance with laws and regulations.
Article IX: Any matters not covered in this plan shall follow relevant laws and regulations.

Lung Ming Green Energy Technology Engineering Co., Ltd.

Articles of Incorporation

Chapter I General Rules

Article 1: The Company, in accordance with the regulations of the Company Act, has been organized and officially named as " 隆銘綠能科技工程股份有限公司 " in Chinese characters. The corresponding English name of the company is "LUNG MING GREEN ENERGY TECHNOLOGY ENGINEERING CO., LTD."

Article 2: The Company’s business services are as follows:

E502010 Fuel Pipeline Installation Engineering
E599010 Piping Engineering.
E602011 Refrigeration and Air Conditioning Engineering.
E603010 Cable Installation Engineering.
E603040 Fire Safety Equipment Installation Engineering.
E603050 Automatic Control Equipment Engineering.
E603090 Lighting Equipment Installation Engineering.
E604010 Mechanical Installation.
E701010 Telecommunication Engineering.
EZ09010 Electrostatic Protection and Elimination Engineering.
F401010 International Trade.
E501011 Water Supply Pipe Contractor.
E601010 Electrical Equipment Installation.
E801010 Interior Decoration.
I503010 Landscape and Interior Design Business.
J101030 Waste Disposal.
J101040 Waste Treatment.
J101080 Resource Recycling.
J101090 Waste Cleanup.
F106010 Wholesale of Hardware.
F119010 Wholesale of Electronic Materials.
F199010 Wholesale of Recycling Materials.
F206010 Retail of Hardware.
F219010 Retail of Electronic Materials.
H701010 Residents and Buildings Development and Rental Business.
H701020 Industrial Plant Development and Rental Business.
H703090 Real Estate Trade Business.
H703100 Real Estate Rental Business.
IG03010 Service Sector of Energy Technology.
CC01110 Computer and Peripheral Equipment Manufacturing.
I301030 Service Sector of Electronic Information.
F118010 Wholesale of Information Software.
F218010 Retail of Information Software.
I301010 Service Sector of Information Software.
I301020 Service Sector of Data Processing.
F109070 Wholesale of Cultural, Educational, and Recreational Products.
F209060 Retail of Cultural, Educational, and Recreational Products.
I401010 Service Sector of General Advertising.
J305010 Audio Publishing.
D101060 Self-Use Renewable Energy Generation Equipment Business.
I103060 Management Consulting.
D401010 Heat Supply.

EZ99990 Other Engineering.
J101060 Wastewater Treatment.
I199990 Service Sector of Other Consulting.
D101091 Renewable Energy Sales and Distribution.
CC01010 Generation, Transmission, and Distribution Machinery Manufacturing.
CC01080 Electronic Parts and Components Manufacturing.
CC01090 Battery Manufacturing.
CB01010 Machinery and Equipment Manufacturing.
C801110 Fertilizer Manufacturing.
CB01030Pollution Prevention and Control Equipment Manufacturing.
C501010 Timber Business.
A202020 Charcoal Business.
C501990 Other Wood Product Manufacturing.
CZ99990 Unclassified Manufacturing of Other Industrial Products.
D101050 Cogeneration Business.
F107050 Wholesale of Fertilizer.
F111090 Wholesale of Construction Materials.
F113100 Wholesale of Pollution Prevention and Control Equipment.
J101050 Service Sector of Environmental Testing.
J101990 Service Sector of Other Environmental Sanitation and Pollution Control.
H701040 Specific Professional Area Development Business.
H701050 Investments in the Construction of Public Works Business.
H701060 New Towns and New Community Development Business.
H701070 Agency Services for Land Acquisition and Urban Redevelopment.
H701080 Urban Renewal and Reconstruction Business.
H701090 Urban Renewal, Reconstruction, and Maintenance Services.
H702010 Construction Management.
H703110 Senior Homes Business.
H706011 Rental Housing Management Services.
H706021 Rental Housing Leasing Services.
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company has its headquarters located in Taipei City and if necessary, branches can be established domestically or overseas with the approval of the Board of Directors.
Article 4: The total amount of investment by The Company in other businesses may exceed forty percent of the company's paid-in capital amount.
Article 5: The Company may act as a guarantor in favor of a third party outside the company for business purpose.

Chapter II Shares

Article 6: The total capital of The Company is set at NT$3.84 billion, divided into 384 million ordinary shares, with a par value of NT$10 per share. The Board of Directors is authorized to issue the shares in multiple tranches as required by the company's business needs.
Within the aforementioned total capital, up to NT$90 million is eligible for the issuance of subscription rights certificates, totaling 9 million shares, with a par value of NT$10 per share. The Board of Directors is authorized to issue these shares in multiple tranches as required by the company's business needs.
Articles 7: The Company issues registered shares with the authorized signatures/specimen seals of the company’s Directors affixed to each stock certificate subject to certification as required by law before issuance. Upon the request of a securities central depository institution, The Company may consolidate the issued shares and replace them with shares of larger denominations. When issuing

new shares, The Company may print consolidated stock certificates for the total number of shares issued in that particular round, or may choose to issue shares without physical certificates, provided that they are kept or recorded by a securities central depository institution.

Article 8: The handling of stock affairs by The Company is conducted in accordance with relevant laws and regulations set forth by the regulatory authorities. Furthermore, when necessary, the Board of Directors may pass a resolution to delegate stock affairs to a shareholder services agent duly approved by the regulatory authorities. In cases where stock affairs are entrusted to a shareholder services agent, shareholders should approach the appointed agent for any stock-related matters, rather than directly contacting the company. Article 9: The transfer of shares shall be suspended by 60 days before General Meeting, or 30 days before Special Meeting, or within 5 days before the Company decides to distribute stock dividends or other benefits. Chapter III Shareholders’ Meeting Article 10: Shareholders’ meetings are divided into two types: general shareholders’ meetings and extraordinary shareholders’ meetings. A general shareholders’ meeting is convened annually within six months after each fiscal year ends. Shareholders must be notified at least thirty days in advance. An extraordinary shareholders’ meeting is convened, when necessary. Shareholders must be notified at least fifteen days in advance. The Board of Directors shall call for the sessions of the General Meeting of Shareholders unless the Company Act otherwise specified. The notice of the shareholders' meeting should include the meeting date, location, and purpose of the meeting. Article 11: If a shareholder is unable to attend the shareholders' meeting due to circumstances, they should provide a proxy letter issued by the company, specifying the authorized scope of the proxy. In case of multiple proxy letters, the one received first shall prevail, except when the original grantor declares the revocation, which is not subject to this limitation. With the exception of trust institutions, when an individual is entrusted by two or more shareholders, their voting rights as a proxy shall not exceed three percent of the total voting rights represented by the issued shares. Any excess portion of voting rights shall not be counted. Unless otherwise provided in the Company Act, the shareholders’ attendance by proxy at shareholders’ meetings shall be handled in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” provided by the competent authority. Article 12: During a shareholders' meeting, unless otherwise specified by the Company Act, the Chairman of the Board of Directors shall serve as the chairperson. In the event of the Chairman's absence, a director designated by the Chairman shall act as a proxy. If no designation is made, the directors shall mutually elect one person to act as a proxy. When a shareholders' meeting is convened by a person other than the Board of Directors, the convening person shall serve as the chairperson. If there are two or more convening persons, they shall mutually elect one person to serve as the chairperson. The Company’s shareholders’ meetings are handled in accordance with the “Rules of Procedure for Shareholders’ Meetings.” Article 13: Each share held by a shareholder of The Company carries one voting right, unless otherwise specified by the Company Act or our Articles of Incorporation. The shares held by the company itself do not carry any voting rights, in accordance with the law. Article 14: The resolution reached in the Company’s shareholders’ meeting, unless otherwise provided for in the related laws, must be approved with the majority votes of the shareholders present that represent a majority shareholdings. Article 15: All resolutions of the General Meeting of Shareholder s shall be kept as minutes of the meeting on record, signed or sealed by the Chairman, and release to all shareholders within 20 days after the meeting. The distribution of the minutes of the meeting mentioned above may be made through public announcement. The content of the minutes of the shareholders’ meeting on record shall contain

information on the date, month, year, time, venue, number of shares represented by the attending shareholders, name of chairman, the process of discussion, the summary and result, method of resolution, and shall be kept during the entire perpetuity of the company. The attendance register and proxy forms of a shareholders’ meeting shall be retained for at least 1 year. If legal action is instituted by shareholders pursuant to Article 189 of the Company Act, the ballots shall be retained until the final ruling of the action.

Chapter IV Board of Directors and Audit Committee

Article 16: The Company has a board of directors consisting of seven to eleven members, and the number of directors to be appointed is determined by the Board of Directors. Among them, the number of independent directors must not be less than three and should account for at least one-fifth of the total number of directors' seats. The election of directors is carried out by the shareholders' meeting based on the candidate list, and the term of office is three years.

The election of directors follows a candidate nomination system. The acceptance procedure for director nominations, as well as related matters such as announcements, shall be conducted in accordance with the relevant laws and regulations of the Company Act and the Securities and Exchange Act.

The total number of shares held by all directors in the company's registered stock must not be less than a certain percentage, which is calculated according to the regulations set forth in the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" issued by the competent authority of securities.

Article 16-1: In accordance with Article 14-4 of the Securities Exchange Act, The Company establishes an Audit Committee to replace the role of supervisors. The Audit Committee consists of all independent directors. From the date of establishment of the Audit Committee, the provisions of the Company Act, Securities Exchange Act, and other laws relating to supervisors shall be applicable to the Audit Committee.

The exercise of powers and responsibilities by the Audit Committee and its members, as well as related matters, shall be carried out in accordance with relevant laws and regulations, and further defined by the Board of Directors.

Article 17: The Company’s business policies and other important matters are to be resolved by the Board of Directors. The Board of Directors is organized by the directors, and its exercise of authority shall be in accordance with legal provisions, the articles of incorporation, and resolutions of the shareholders' meeting. The election of the Chairman of the Board shall require the attendance of at least two-thirds of the directors and the affirmative votes of a majority of the attending directors. Similarly, a Vice Chairman may be elected to assist the Chairman, following the same procedure. The Chairman is responsible for all matters internally and represents the Company externally.
Article 18: The Board of Directors is convened by the Chairman of the Board. However, for the first meeting of each term, it shall be convened by the director who received the highest number of votes representing voting rights. The convening of the Board of Directors shall provide a notice stating the agenda at least seven days in advance to all directors. In case of emergency, director meetings may be convened at any time. The Board may call for special session with notice in writing, fax, or e-mail.
Article 19: The Board may convene via teleconferencing and the Directors participating in the teleconference shall be deemed attending the Board session in person.
Article 20: If a director is unable to attend a Board meeting due to reasons, they may issue a power of attorney specifying the scope of authority and appoint another director as a proxy to attend the meeting on their behalf. However, one director can only act as a proxy for one other director.
Article 21: During Board meetings, the Chairman of the Board serves as the presiding officer. In the absence of the Chairman or the Chairman cannot perform its duties, the Vice Chairman shall act on behalf of and

in the name of the Chairman to preside over the meeting. In the absence of the Vice Chairman or where the Vice Chairman cannot perform his duties, the Chairman shall appoint an agent to preside over the meeting, or, the Directors shall nominate one among themselves to preside over the meeting.

Article 22: Unless the Company Act or the articles of incorporation specifies otherwise, resolutions of the Board may be made by a session with the presence of at least half of the seats of Directors and by a simple majority of these Directors.
Articles 23: The authority granted to the Chairman of the Board during the adjournment of Board meetings shall be specific and explicit, without general authorization. Matters involving significant interests of the company still require approval by the Board.
Article 24: (The Article is Deleted)
Article 25: In the event that one-third of the director positions are vacant or all independent directors are removed, the Board shall convene a special shareholders' meeting within sixty days to fill the vacancies or appoint new directors.
Article 26: When directors carry out the business of the company, regardless of the company's profitability, the company may provide compensation. The Board of Directors is authorized to determine the compensation standards based on the level of involvement of each director in the company's operations and taking into account industry norms.
Article 27: The Company may purchase liability insurance to cover the directors' liability for damages incurred during their term of office in accordance with the scope of their business responsibilities and legal obligations.

Chapter V Managers

Article 28: The company may appoint several executives, and the appointment, dismissal, and remuneration of executives shall be conducted by the Board of Directors, subject to the presence of a majority of directors and the approval of a majority of directors present, unless otherwise provided by relevant laws or the Articles of Incorporation.

Chapter VI Accounting

Article 29: The Company’s fiscal year is from January 1 to December 31. At the end of the fiscal year, the Board shall prepare the following reports and submit them to the General Meeting for approval.
Business report
Financial statements
Proposal for earnings distribution or loss supplement
Article 30: Annual profits concluded by the Company shall be subject to employee remuneration from 1% to 8%; in addition, directors’ remuneration may be provided up to 5% of annual profit. However, when the company has accumulated losses, it should first reserve an amount for offsetting the losses and then allocate employee and director remuneration in proportion to the aforementioned requirement.

The employee remuneration mentioned above may be provided in the form of stocks or cash, subject to the decision of the Board of Directors and reporting to the Shareholders' Meeting.

In each fiscal year, after deducting income tax in accordance with the law, The Company should first offset any accumulated losses from previous years with the surplus. If there is still a remaining balance, 10% should be allocated to the legal reserve until the legal reserve reaches the amount of the company's paid-in capital. Any additional balance should be allocated or transferred to the special reserve in accordance with laws and regulations. If there is still a surplus, together with undistributed profits from previous years, the Board of Directors shall propose a profit distribution plan based on the company's situation and submit it for resolution at the Shareholders' Meeting.

Article 31: In the retained shares distribution plan for each fiscal year, the method of distributing dividends and profit distribution to shareholders may involve offering of new shares and distributing cash. The specific proportion of each method shall be determined and planned by the Board of Directors based on actual needs. However, the amount distributed through the cash dividend method shall not be less than 20% of the total amount of proposed dividends for the year. If the calculated cash dividend per share based on the aforementioned minimum percentage is less than NT$0.5, the Board of Directors may, at its discretion and based on the prevailing circumstances, adjust the distribution method, and it will not be subject to the aforementioned minimum percentage requirement for cash dividend distribution.
Article 32: The recipients of the distribution of employee remuneration in The Company may include not only employees of the company itself but also employees of subsidiary companies who meet certain conditions. The Board of Directors has the authority to determine the conditions and distribution methods for the aforementioned employees to receive employee remuneration

Chapter VII Bylaw

Article 33: The Company’s Articles of Incorporation and enforcement rules are stipulated separately by the Board of Directors.
Article 34: Matters that are not addressed in the Articles of Incorporation are to be governed in accordance with the Company Law and other relevant laws and regulations.
Article 35: Instituted on December 29, 1995. The 1st amendment was on February 25, 1998. The 2nd amendment was on June 25, 1998. The 3rd amendment was on October 28, 1998. The 4th amendment was on June 1, 1999. The 5th amendment was on May 6, 1999. The 6th amendment was on May 15, 2001. The 7th amendment was on May 15, 2001. The 8th amendment was on February 6, 2002. The 9th amendment was on June 29, 2005. The 10th amendment was on June 14, 2006. The 11th amendment was on June 21, 2007. The 12th amendment was on June 13, 2008. The 13th amendment was on June 19, 2009. The 14th amendment was on June 18, 2010. The 15th amendment was on June 17, 2011. The 16th amendment was on June 28, 2012. The 17th amendment was on June 11, 2015. The 18th amendment was on June 23, 2016. The 19th amendment was on March 2, 2018. The 20th amendment was on June 8, 2018. The 21st amendment was on June 25, 2019. The 22nd amendment was on June 24, 2020. The 23rd amendment was on June 1, 2022. The 24h amendment was on July 27, 2022.

Lung Ming Green Energy Technology Engineering Co., Ltd. Rules of Procedure for Shareholders’ Meetings

As amended by the Shareholders’ Meeting on June 23, 2016

Article 1: Unless otherwise provided by law or regulation, the shareholders’ meetings of the Company shall be conducted in accordance with these Rules.
Article 2: The venue for a shareholders’ meeting shall be the premises of the Company, 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.
Article 3: A sign-in book shall be prepared at the General Meeting of Shareholders for tracking the attendance of the shareholders, or, the shareholders who attend the meeting shall surrender the sign-in card in lieu of signing in the book for record. The attendees’ shareholding is calculated in accordance with the attendance register or the attendance cards collected.
Article 4: Attendance and voting at shareholders’ meetings shall be calculated based on numbers of shares.
Article 5: 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 directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair. If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 6: The Company may appoint its attorneys, certified public accountants or related persons retained by it, and the persons in charge of the Company’s finance and business or related persons to attend a shareholders’ meeting in a non-voting capacity.
Article 7: The service personnel for the shareholders’ meeting shall wear identification badges or armbands.
Article 8: Proceedings of a shareholders’ meeting shall be recorded in their entirety in audio or video, and the recording shall be retained for at least one year.
Article 9: The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the 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. A pseudo-resolution could be reached in accordance with Article 175 Section 1 of the Company Law if there are insufficient attendees to attend the meeting after two meeting postponements that represent more than one thirds of shareholders. After a tentative resolution is made, 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. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The above provisions 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 above meeting agenda (including extraordinary motions), except by a resolution of the shareholders’ meeting. After the chair declares the meeting adjourned, shareholders shall not elect

another chair to hold another meeting at the same place or at any other place. If the chair declares the meeting adjourned in violation of the rules of procedure, the attending shareholders may elect a new chair by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

Article 11: The legal person entrusted to attend the shareholders’ meeting is entitled to appoint only one person. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
Article 12: Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number, and account name. The order in which shareholders speak will be set by the chair.
Article 13: The attending shareholders who present a statement slip but do not speak shall be deemed as not speaking. The content of the speech shall prevail if it is inconsistent with the statement slip.
Article 14: The speech of the attending shareholders may not be interrupted by other shareholders, unless otherwise with the consent of the chairman and the speaking shareholder. The chairman must stop the offender from speaking.
Article 15: 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.
Article 16: After an attending shareholder has spoken, chair may respond in person or designate relevant personnel to respond.
Article 17: 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 18: 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 the Company. The results of the voting on shareholders’ meeting proposals shall be announced on-site at the meeting, and a record made of the vote.
Article 19: Except as otherwise provided in the Company Act and in the Company’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. The Chairman is to consult the motion ready for balloting with the attendees at the meeting and it is deemed as having been passed if there are no objections raised.
Article 20: When there is an amendment or an alternative to a proposal and it is not presented together with the original proposal, the chair shall 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.
Article 21: When a meeting is in progress, the chair may announce a break based on time considerations.
Article 22: If the topics or activities listed in the shareholders’ meeting agenda cannot be fully covered in a meeting session, a resolution may be adopted at the shareholders’ meeting to resume the meeting within five days, and no meeting notices and public announcements shall be required.
Article 23: The chair may direct the marshals (or security guards) to help maintain order at the meeting place. The marshals (or security guards) at the meeting venue assisting with maintenance of order shall wear armbands marked “Marshal.”
Article 24: 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.

Lung Ming Green Energy Technology Engineering Co., Ltd.

(Originally named: Tung Kai Technology Engineering Co., Ltd.)

Shareholdings of all directors as of the book-closure date for the shareholders’ meeting

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Date: April 8, 2024
No. of shares held
Title Name or title % to the total
Number of shares
issued shares
Huayang Venture Capital Co., Ltd.
Chairman
Representative: Hsu, Chin-Lung
Vice Huayang Venture Capital Co., Ltd.
9,057,000 17.63%
Chairman Representative: Kuo, Hui-Lan (Note 1)
Huayang Venture Capital Co., Ltd.
Director
Representative: PAN CHI-HSIU (Note 1)
Songshan Investment Co., Ltd.
Director 699,999 1.36%
Representative: Peng, Kuo-Lun
Total shareholding of all directors other than the
9,756,999 18.99%
independent directors
Independent
Cheng, Yun-Da 0 0.00%
Director
Independent
Shi, Yun-Ting 0 0.00%
Director
Independent
Li, Meng-Chieh (Note 2) 0 0.00%
Director
Total of all directors 9,756,999 18.99%
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Note 1: By-election was held at the 1st extraordinary shareholders' meeting on August 28, 2023.

Note 2: By-election was held at the general shareholders' meeting on June 30, 2023.

The total issued shares of the Company: 51,373,566 shares Minimum statutory shareholding required for all directors: 4,109,885 shares

AI assistant

LUNG MING — AGM Information 2024

52252_rns_2024-11-20_b05c84cf-538e-4b44-aaa8-42b639578f34.pdf

2024 Regular Shareholders’ Meeting Parliamentary Procedure Handbook

Table of Contents

One. Meeting Procedures

Two. Shareholders’ Meeting Agenda

Lung Ming Green Energy Technology Engineering Co., Ltd. (Originally named: Tung Kai Technology Engineering Co., Ltd.) Meeting Agenda for 2024 Regular Shareholders’ Meeting

Three. Reports

Proposal 1

Proposal 4

Proposal 5

Four. Ratifications

Proposal 1 (Proposed by the board of directors)

Proposal 2 (Proposed by the board of directors)

Five. Discussions

Proposal 1 (Proposed by the board of directors)

Proposal 2 (Proposed by the board of directors)

Proposal 3 (Proposed by the board of directors)

Proposal 4 (Proposed by the board of directors)

Six. Extempore Motions

Seven. Adjournment

Lung Ming Green Energy Technology Engineering Co., Ltd.

Business Report

I. 2023 Standalone Financial Statements

(1) Business results:

(2) Profitability Analysis:

II. 2023 Consolidated Financial Statements

(1) Business results:

(2) Profitability Analysis:

Audit Committee’s Review Report

Lung Ming Green Energy Technology Engineering Co., Ltd.

Business and Financial Improvement Plan

Lung Ming Green Energy Technology Engineering Co., Ltd.

Independent Auditor’s Audit Report

Audit opinion

Basis for the audit opinion

Key audit matters

Corresponding audit process

Corresponding audit process

Matter description

Corresponding audit process

Matter description

Corresponding audit process

Other matters

The responsibility of the management and the governing body for the consolidated financial

statements

Our responsibility for the audit of the consolidated financial statements

Consolidated Statement of Cash Flow

Consolidated Income Statement of Long Ming Green Energy Technology Engineering Co., Ltd. (formerly Tongkai Technology Engineering Co., Ltd.) and Its Subsidiaries

Consolidated Statement of Cash Flow

Independent Auditor’s Audit Report

Audit opinion

Basis for the audit opinion

Key audit matters

Matter description

Matter description

Other matters

The responsibility of the management and the governing body for the parent company only financial statements

Our responsibility for the audit of the parent company only financial statements

CPA: Calvin Huang

Lung Ming Green Energy Technology Engineering Co., Ltd.

Table for loss appropriation

2023

Lung Ming Green Energy Technology Engineering Co., Ltd. Comparison table of the “Articles of Incorporation” before and after amendments

Article 6:

Lung Ming Green Energy Technology Engineering Co., Ltd.

Evaluation opinion on the necessity and reasonableness of a private placement

Representative: CHIA-HUNG KUO

Summarized individual balance sheet (adopting International Financial Reporting Standards)

Summarized individual income statement

(adopting International Financial Reporting Standards)

Condensed consolidated balance sheet

(adopting International Financial Reporting Standards)

Condensed consolidated comprehensive income statement (adopting International Financial Reporting Standards)

Lung Ming Green Energy Technology Engineering Co., Ltd.

Articles of Incorporation

Chapter I General Rules

Chapter II Shares

Chapter IV Board of Directors and Audit Committee

LUNG MING AGM Information 2024