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LUNG MING AGM Information 2025

Aug 15, 2025

52252_rns_2025-08-15_ecf7630b-bebd-4d87-95c3-6984e6bc3f90.pdf

AGM Information

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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.)

2025 Regular Shareholders’ Meeting Parliamentary Procedure Handbook

Convention method: Physical shareholders’ meeting Convention date: 9:00 am, June 23, 2025 (Monday)

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

Table of Contents

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One. Meeting Procedures 2
Two. Shareholders’ Meeting Agenda 3
Three. Reports 4
Four. Ratifications 6
Five. Discussion 7
Six. Extempore Motions 11
Attachment
Attachment 1. Business report 12
Attachment 2. Audit Committee’s Review Report 15
Attachment 3. Business and Financial Improvement Plan 16
Attachment 4. Implementation of the sound business plan for the 4th
domestic secured convertible corporate bond 19
Attachment 5. Independent Auditor’s Audit Report 21
Attachment 6. 2024 Deficit Compensation Statement 40
Attachment 7. Comparison table of the “Articles of Incorporation”
before and after amendments 41
Attachment 8. Assessment Opinion of Securities Underwriter 42
Appendix
Appendix 1. Articles of Incorporation 52
Appendix 2. Rules of Procedure for Shareholders’ Meetings 59
Appendix 3. Shareholdings of All Directors 61
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1

One. Meeting Procedures

Lung Ming Green Energy Technology Engineering Co., Ltd. (Originally named: Tung Kai Technology Engineering Co., Ltd.) Meeting Procedures for 2025 Regular Shareholders’ Meeting

  • (I) Call Meeting to Order

  • (II) Address of Chairman

  • (III) Reports

  • (IV) Ratifications

  • (V) Discussions

  • (VI) Extempore Motions

(VII) Adjournment

2

Two. Shareholders’ Meeting Agenda

Lung Ming Green Energy Technology Engineering Co., Ltd. (Originally named: Tung Kai Technology Engineering Co., Ltd.) Meeting Agenda for 2025 Regular Shareholders’ Meeting

  • I. Convention method: Physical shareholders’ meeting

  • II. Meeting time: 9:00 am, June 23, 2025 (Monday)

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

  • IV. Shareholders’ Meeting Agenda

  • (I) Call Meeting to Order

  • (II) Address of Chairman

  • (III) Reports

    • (1) 2024 business report

    • (2) Auditing Committee audit report on audit of 2024 accounts and book settlement

    • (3) Report on the external endorsement and guarantee

    • (4) Report on 2024 implementation of private placement for common shares

    • (5) Report on the loss reaching one half of the paid-in capital

    • (6) Report on the improvement status of the excessive lending of funds from the subsidiary, Gampire Technology Co., Ltd., to the affiliated company, Wingo.

    • (7) Report on the implementation of the sound business plan for the 4th domestic secured convertible corporate bond

  • (IV) Ratifications

    • (1) 2024 business report and financial report

    • (2) 2024 deficit compensation proposal

  • (V) Discussions

    • (1) Amendments to the Company’s “Articles of Incorporation”

    • (2) Proposal of 2025 private placement for common shares

  • (VI) Extempore Motions

  • (VII) Adjournment

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Three. Reporting matters

Proposal 1.

Cause:

Please review the 2024 business report.

Description:

please refer to page 12-14, Attachment 1 of the agenda handbook for the business report.

Proposal 2.

Cause:

Please review the Audit Committee’s review report on the 2024 accounts and book settlement.

Description:

please refer to page 15, 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 2024, the external endorsements and guarantees are:

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Endorsement/guarantee
Endorsed/guaranteed Nature of
balance (NT$ Guarantee period Remarks
company endorsement/guarantee
thousand)
Turnkey project of new
building construction in
120,000 Contract guarantee 2019/12/30~2025/10/31 Bade Open Prison, Agency
of Corrections, Ministry of
Justice
Guarantee for construction
1,440 Contract guarantee 2019/7/1~2025/6/30 project of the China Grain
Research Institute Building
Turnkey project of new
building construction in
Tung Kai 242,150 Contract guarantee 2019/11/11~2025/10/31 Bade Open Prison, Agency
Construction Co.,
of Corrections, Ministry of
Ltd
Justice
Turnkey project of new
building construction in
200,000 Contract guarantee 2020/12/24~2025/10/31 Bade Open Prison, Agency
of Corrections, Ministry of
Justice
Financing
20,000 endorsements/guarantees [2022/2/22~2025/10/31] Bank of Panhsin
Financing
52,410 2024/6/26~2025/6/7 Shinshin Credit Corporation
endorsements/guarantees
TUNG CHUANG
Prime Oil Chemical Service
RESOURCE
24,077 Contract guarantee 2020/6/18~2025/6/17 Corporation - Installation of
TECHNOLOGY
solar photovoltaic system
CO., LTD.
Total 660,077
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Proposal 4.

Cause:

Please review 2024 implementation of private placement for common shares.

Description:

I. Pursuant to Paragraph 7, Article 43-6 of the Securities and Exchange Act, the private placement of securities may be conducted in tranches within one year from the date of the resolution adopted by the shareholders’ meeting. The Board of Directors was authorized to handle the private placement of up to

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64,000,000 ordinary shares, as approved at the annual shareholders’ meeting on June 6, 2024. Pursuant to the revised resolution adopted at the extraordinary shareholders’ meeting on November 19, 2024, the private placement shall be executed in six tranches within one year from the date of that resolution.

II. As of now, only one tranche of the private placement has been executed, and there is no plan to continue the placement during the remaining period. The board of directors has resolved to discontinue the private placement of common shares approved in the 2024 regular and special shareholders’ meetings, and it is reported to the 2025 regular shareholders’ meeting.

Proposal 5.

Cause:

Please review the report on the loss reaching one half of the paid-in capital

Description:

As of December 31, 2024, the Company’s accumulated loss, audited by the attesting CPAs, has reached NTD 449,961,093 and more than one half of the paidin capital, which is NTD 730,735,660; therefore, the loss shall be reported to the soonest shareholders’ meeting, pursuant to Article 211 of the Company Act, along with the business and financial improvement plan. Please refer to pages 16-18 of the Handbook, Attachment 3.

Proposal 6.

Cause:

Please review the report on the improvement status of the excessive lending of funds from the subsidiary, Gampire Technology Co., Ltd., to the affiliated company, Wingo.

Description:

This matter is handled in accordance with the directives set forth in official letter Jin-Guan-Zheng-Shen-Zi No. 1130347995, issued by the Financial Supervisory Commission. 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 2025 shareholders’ meeting.

Proposal 7.

Cause:

Please review the report on the implementation of the sound business plan for the 4th domestic secured convertible corporate bond.

Description:

For details regarding the implementation of the sound business plan for the Company's issuance of the 4th domestic secured convertible bond, please refer to pages 19-20, Attachment 4 of the Handbook.

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Four. Recognized matters

Proposal 1.(Proposed by the board of directors)

Cause:

Please ratify the 2024 business report and financial statements.

Description:

  • I. the Company’s 2024 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 12-14, Attachment 1, and pages 21-39, Attachment 5 of the Handbook.

  • III. Please ratify.

Resolution:

Proposal 2.(Proposed by the board of directors)

Cause:

Please ratify the 2024 deficit compensation proposal.

Description:

  • I. please refer to page 40, Attachment 6 of the Handbook for the 2024 statement of deficit compensation.

  • II. Please ratify.

Resolution:

6

Five. Discussions

Proposal 1. (Proposed by the board of directors)

Cause:

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

Description:

  • I. To align with the amendment to Paragraph 6, Article 14 of the Securities and Exchange Act, which requires that: "A company referred to in the preceding paragraph shall specify in its articles of incorporation that a certain percentage of its annual earnings shall be allocated for salary adjustments or compensation distributions for its non-executive employees. However, the company's accumulated losses shall have been covered," it was proposed that Articles 30, 32, and 35 of the Company’s Articles of Incorporation be amended accordingly.

  • II. For the comparison table of the “Articles of Incorporation” before and after amendments, please refer to Attachment 7 on page 41 of this Handbook.

  • III. Please resolve.

Resolution:

Proposal 2. (Proposed by the board of directors) Cause:

The proposal of 2025 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 discuss and authorize the board of directors to conduct a private placement of common shares within the limit of 54,000,000 common shares, in six 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

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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.

  1. The issue price of this private placement of common shares is currently not expected to be lower than the par value of the share. However, if the actual price is set below 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, as 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.

  2. (II) The method for selecting the specific persons

  3. 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 Tai-Cai-Yi-Zhi No. 1120383220 by the Financial Supervisory Commission on September 12, 2023. Currently no placee has been determined.

  4. 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 Name Relationship with Selection method and
number the Company purpose
1 Hsu, Chin-Lung The Company’s It is considered that he has a
chairman good understanding of the
2 Kuo, Hui-Lan The Company’s Company and can provide
vice chairman all kinds of support needed
3 Huayang Venture Institutional for the Company's operation
Capital Co., Ltd. directors or development.
4 Pan, Chi-Hsiu The Company’s
director
5 Zhou, Ji-Ping The Company’s
director
6 Chen, Chao- Chairman of
Lung Subsidiary Tung
Kai Construction
Co., Ltd.
When the placee is an legal entity, the matters to be disclosed:
Legal entity placee Names of the top ten Relationship with the
shareholders and their Company
shareholdings
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
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  1. 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.

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  - (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 longterm cooperative relationship with strategic investors; therefore, the Company adopts private placement to handle cash capital increase and issue new shares rather than public offering.

  • 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 six 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: 54,000,000 shares is the upper limit for the first round, and the upper limit for the second, third, fourth, fifth, and sixth rounds is the remaining quota of 54,000,000 shares.

    • (2) The purpose of funds in each tranche: All of the six 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 six 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 Taishin Securities Co., Ltd. to issue an evaluation opinion on the necessity and reasonableness of this private placement of common shares. Please refer to pages 42-51, Attachment 8 of the Handbook.

  • IV. In principle, the rights and obligations of the common shares in this private

9

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:

10

Six. Extempore Motions

Seven. Adjournment

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Attachment 1. Business report

Lung Ming Green Energy Technology Engineering Co., Ltd.

Business Report

Looking back on 2024, the global economy continued to grow, while inflation rates kept declining. With the conclusion of the U.S. presidential election, the details and timeline for future changes in the U.S. economic and trade policies are expected to shape the global economic and trade landscape. Meanwhile, China has introduced several economic stimulus policies, though their effectiveness remains to be seen. Recently, the global manufacturing sector has remained sluggish, while the service sector has continued to expand. The global economy is expected to experience moderate growth. However, high levels of uncertainty in the economic and trade policies of both the U.S. and China may pose downside risks to economic growth. According to S&P Global Market Intelligence, the global economy growth rate for 2024 was projected at 2.71%, while the forecast for 2025 was revised downward to 2.51%. Lung Ming Green Energy Group’s mechatronics engineering projects, carried over from the previous period, entered their peak construction phases. These projects include large-scale wind power development, equipment replacement, and cleanroom facility expansion. The resulting increase in revenue compared to the previous year may help improve the company’s weak 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 the 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 the wharf for offshore wind farm, and the station mechanical and electrical engineering of the Taiwan Taoyuan International Airport Access MRT System. As of December 31, 2024, the Group reported a consolidated revenue of NTD 851,422 thousand, a gross profit of NTD 71,413 thousand, a net loss after tax of NTD-93,363 thousand, and an EPS of NTD -1.46, reflecting a slight improvement in overall financial performance compared to last year. This is mainly due to the large-scale public works in 2024 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 2025, 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 29 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

12

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, working capital 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.

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We hereby reports our business operations in 2024 as follows:

  • I. 2024 Standalone Financial Statements

  • (I) Business results:

Unit: NTD thousand

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Item 2024 2023 Variation
Operating revenue 843,799 421,215 100.33%
Operating gross profit 191,657 71,824 166.84%
Net operating profit (loss) 98,840 (13,631) 825.11%
Non-operating income and expenses (180,006) (102,047) 76.40%
Net income (loss) after tax (93,363) (113,887) -18.02%
Profitability Analysis: y Analysis: Analysis: ysis: sis:
Analysis 2024 2023
Return on assets -5.96% -9.80%
Return on shareholders’ equity -21.57% -78.93%
Operating income to paid-in capital ratio 13.53% -2.65%
Profitability
EBT to paid-in capital ratio -11.11% -22.52%
Net profit margin -11.06% -27.04%
Earnings per share (dollars) (1.46) (1.72)
----- End of picture text -----

  • (II) Profitability Analysis: y Analysis: Analysis: ysis: sis:

  • II. 2024 Consolidated Financial Statements

  • (I) Business results:

Unit: NTD thousand

2024
(I)
Consolidated Financial Statements
Business results:
Unit: NTD thousand
Item 2024 2023 Variation
Operatingrevenue 851,422 599,882 41.93%
Operating grossprofit 71,413 24,177 195.38%
Net operating profit(loss) (30,564) (125,315) -75.61%
Non-operatingincome and expenses (71,198) (9,764) 629.19%
Net income(loss)after tax (93,363) (113,887) -18.02%
(II) ProfitabilityAnalysis:

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

Analysis 2024 2023
Return on assets -5.30% -8.59%
Return on shareholders’ equity -21.57% -78.93%
Operating income to paid-in capital ratio -4.18% -24.39%
Profitability
EBT to paid-in capital ratio -13.93% -26.29%
Net profit margin -10.97% -18.98%
Earnings per share (dollars) (1.46) (1.72)
----- End of picture text -----

Chairman: Hsu, Chin-Lung

Manager: Lu, Chin-Huang Accounting Officer: Chang, Chi-Ting

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Attachment 2. Audit Committee’s Review Report

Audit Committee’s Review Report

The 2024 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

2025 Regular Shareholders’ Meeting

Lung Ming Green Energy Technology Engineering Co., Ltd. Convener of the Audit Committee: Cheng, Yun-Da

March 26, 2025

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Attachment 3. Business and Financial Improvement Plan

Lung Ming Green Energy Technology Engineering Co., Ltd.

Business and Financial Improvement Plan

As of December 31, 2024, the Company's accumulated losses to be compensated amounted to NTD 449,962 thousand, which exceeded 1/2 of the Company's paid-in capital. The increase in cost undermines the overall profit of the construction project. At the same time, in recent years, we have undertaken public engineering projects such as the turnkey project for the development of diversified development projects of the Bade Foreign Service Prison under the Agency of Corrections, Ministry of Justice. Due to the frequent fluctuation in cost arising from 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. The Company's Board of Directors has approved the "Operational and Financial Improvement Plan" on March 26, 2025, and, based on the 2025 business plan, intends to take the following measures to improve the operational status and financial structure to maintain the Company's continuous operation: 1. Business strategy and management:

  • (1) Maintaining existing 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 200 million in 2025, 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 and the recognition of the National Architecture Gold Award in the public works category received in 2024, 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 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

16

and electrical engineering projects for A14 station of the Taoyuan International Airport MRT system, with a total amount of 1.03 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. The outstanding construction projects already contracted are still NTD 200 million in 2025, and we are actively working with other customers to jointly re-develop EPC.

  • (4) Development of joint-construction residential buildings: The Company has achievements in the construction of the new construction of the Kaohsiung Qinghai section of the Smithsonian's, the new construction of stores and multi-family buildings by Xutai Chengguang, and the new construction of the China Grain Research Institute. The Company also actively collaborates with potential construction companies to jointly redevelop and reconstruct aging and unsafe urban buildings into new residential projects.

  • (5) 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.

  • (6) 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

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in the contract to effectively reduce disputes with landlords and impact on the business partnership between both parties.

  • (7) 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 profit-making 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.

  • (8) 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.

  • Financial:

  • (1) Enrich working capital through private placement of common shares: Considering the Company’s future profitability and capital needs, the proposal for private placement of common shares was discussed and approved at the general shareholders' meeting on June 6, 2024 and the extraordinary shareholders' meeting on November 19, 2024. The private placement aims to introduce insiders or strategic investors and expand into new business projects through six tranches within one year, with a quota of 64,000 thousand shares. As of now, 10,000 thousand shares have been subscribed through private placement. If the remaining 54,000 thousand shares are not subscribed by the second quarter of 2025, the matter will be re-proposed to the general shareholders' meeting on June 23, 2025 for discussion.

  • (2) The 5th issue of domestic secured convertible corporate bonds is planned to be issued in the third quarter of 2025 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.

The Company's management believes that the above countermeasures will effectively reduce operating costs, improve operating performance and financial structure, and, with the support of major shareholders, the Company should be able to meet future working capital needs and reduce accumulated deficit.

18

Attachment 4. Implementation of the sound business plan for the 4th domestic secured convertible corporate bond

Issuance of the 4th domestic secured convertible corporate bond

Report on the implementation of the sound business plan for the (Issuance period: September 16, 2021 to September 16, 2024)

Condensed consolidated balance sheet (adopting International Financial Reporting Standards)

Unit: NTD thousand

==> picture [418 x 479] intentionally omitted <==

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

Year Financial information for the last 5 years (Note)
Item 2020 2021 2022 2023 2024
714,513 875,894 984,992
Current assets 1,155,510 1,095,932
Property, plant and 143,605 127,701 19,496
192,534 162,558
equipment
4,709 3,685 15
Intangible assets 40,768 6,182
186,459 205,271 650,170
Other assets 333,097 258,870
1,049,286 1,212,551 1,654,673
Total assets 1,721,909 1,523,542
Before 867,486 811,990 697,585
1,024,417 832,989
Current dividend
liabilities After 867,486 811,990 697,585
1,024,417 832,989
dividend
50,255 243,527 248,646
Non-current liabilities 179,643 419,957
Before 946,231
1,204,060 1,252,946 917,741 1,055,517
Total dividend
liabilities After 946,231
1,204,060 1,252,946 917,741 1,055,517
dividend
Debt ratio (%) 69.93 82.24 87.46 87.05 57.19
Equity attributable to the
533,370 270,596 131,545 157,034 708,442
owners of the parent
730,736
Share capital 731,471 731,471 781,471 513,736
66,380
Capital reserve 3,464 44,723 69,473 85,217
Before (718,565) (441,272) (449,962)
(203,640) (505,260)
Retained dividend
earnings After (718,565) (441,272) (449,962)
(203,640) (505,260)
dividend
2,075 (338) 361,288
Other equity (834) (647)
- - -

Non-controlling interests (15,521)
Before 131,545 157,034 708,442
517,849 270,596
dividend
Total equities
After 131,545 157,034 708,442
517,849 270,596
dividend
----- End of picture text -----

Note: All financial information from 2020 to 2024 has been audited.

19

Thanks to the implementation of the sound business plan, the debt ratio improved, declining from 82.24% at the end of 2021 to 57.19% at the end of 2024. This was also was also lower than the 69.93% record at the end of 2020, prior to the issuance. These figures demonstrate the effectiveness of the plan in improving financial structure and stabilizing business operations.

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

Unit: NTD thousand

==> picture [442 x 452] intentionally omitted <==

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

Year Financial information for the last 5 years (Note)
Item
2020 2021 2022 2023 2024
Operating revenue 1,633,103 1,618,649 1,283,006 599,882 851,422
Operating gross profit 144,401 54,406 (114,043) 24,177 71,413
Operating gross margin (%) 8.84 3.36 (8.89) 4.03 8.39
Operating expenses (204,942) (165,835) (118,332) (149,492) (101,977)
Net operating profits (60,541) (111,429) (232,375) (125,315) (30,564)
Other revenue and expenses (19,121) (102,290) (30,112) (9,764) (71,198)
Net income before tax (79,662) (213,719) (262,487) (135,079) (101,762)
Net profit from continuing
(67,479) (310,184) (213,585) (113,887) (93,363)
operations
Net income(loss) (67,479) (310,184) (213,585) (113,887) (93,363)
Current term other
comprehensive profit/loss (net 614 (1,115) (216) 632 361,391
amount after tax)
Total comprehensive income (66,865) (311,299) (213,801) (113,255) 268,028
Net income attributable to
(58,414) (305,978) (213,585) (113,887) (93,363)
parent company shareholders
Net profit attributable to non- - - -
(9,065) (4,206)
controlled interests
Comprehensive profit (loss)
attributable to the owners of (58,051) (307,497) (213,801) (113,255) 268,028
the parent company
Comprehensive income
- - -
attributable to non- (8,814) (3,802)
controlling shareholders
Earnings per share (0.80) (4.18) (2.73) (1.72) (1.46)
----- End of picture text -----

Note: All financial information from 2020 to 2024 has been audited.

Thanks to the implementation of the sound business plan, the gross profit margin increased from 3.36% at the end of 2021 to 8.39% at the end of 2024, while operating expenses decreased from NTD 165,835 thousand to NTD 101,977 thousand over the same period. These figures demonstrate the effectiveness of the plan in improving operating performance, enhancing long-term competitiveness, and stabilizing profitability.

20

Attachment 5. Independent Auditor’s Audit Report

Independent Auditor’s Audit Report

To Lung Ming Green Energy Technology Engineering Co., Ltd.:

Audit opinion

Lung Ming Green Energy Technology Engineering Co., Ltd. and Its Subsidiaries (hereinafter referred to as "Lung Ming Green Energy Group") the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income from January 1 to December 31, 2024 and 2023. 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, 2024 and 2023, and consolidated financial performance and consolidated cash flows for the periods January 1 to December 31, 2024 and 2023.

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, 2024. 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.

21

Corresponding audit process

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

  1. 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.

  2. 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.

  3. Sampled to inspect the adequacy of the supporting documents and the amount provided in cases at the management level.

  4. Computed whether the loss allowance is provided based on the Company's policy.

  5. II. Recognition of construction revenue - Assessment of the percentage of completion

Matter description

Please refer to Note 4(18) 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 Note 6(21) 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):

  1. 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.

  2. 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.

  3. 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.

  4. 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 Note 4(17) 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.

22

Lung Ming Green Energy Group violated the Waste Disposal Act, and the liability reserve as of December 31, 2024 was estimated at NTD 49,445 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):

  1. Understood the progress of relevant litigation.

  2. Assessed the reasonableness of the management's provision for liabilities and judgments on related litigation.

  3. Sent letters to external lawyers to obtain the latest progress of relevant litigation and judgments on relevant cases.

  4. IV. Assessment of the going concern ability

Matter description

Lung Ming Green Energy Group's net loss from January 1 to December 31, 2024 was NTD 93,363 thousand, and the accumulated loss by December 31, 2024 was NTD 449,962 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):

  1. Discuss with the management the events or situations that affect the assumption of the Company's continuing operations and the corresponding plans.

  2. Evaluate the feasibility of the management's response plan and the effect of improving the financial position.

  3. 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.

  4. 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.

  5. 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.

  6. 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.

  7. Assess whether there is any doubt about the Company's ability to fulfill customer contracts.

  8. 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.

  9. 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.

  10. Obtain and review the declaration issued by the management authority on the response plan and its feasibility.

  11. Evaluate the appropriateness of the disclosures made by the management in the notes to the financial statements.

23

Other matters

We did not audit the financial statements of investee companies, presented as investment accounted for using the equity method in the financial statements for 2024 and 2023. Those financial statements were audited by other independent auditors. The opinions expressed in the consolidated financial statements for 2024 and 2023 regarding the share of the profit or loss of the investment accounted for using the equity method were based on the audit reports of other independent auditors. The investments under the equity method recognized in the above-mentioned investees as of December 31, 2024 and 2023 were NTD 14,318 thousand and NTD 31,126 thousand, representing 0.87% and 2.57% of the consolidated total assets, respectively. From January 1 to December 31, 2024 and 2023, the gains and losses under the equity method were NTD (4,658) thousand and NTD (3,996) thousand, accounting for 4.58% and 2.96% of the consolidated net loss before tax, respectively.

Lung Ming Green Energy Technology Engineering Co., Ltd. has prepared the parent company only financial statements for the years ended December 31, 2024 and 2023, to which we have issued an unqualified opinion with the paragraphs on other matters 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:

  1. 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.

  2. 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.

  3. 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

24

expressing opinions to the effectiveness of the internal control mechanism of the Lung Ming Green Energy Group.

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

  2. 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.

  3. 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.

  4. 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, 2024 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 Yu Jhih Li

No. of Approval Document by the Competent Authority Letter (79)Tai-Cai-Zheng-(I) No.00351 Jin-Guan-Huei-Zheng-Zhi No.6137

March 26, 2025

25

Lung Ming Green Energy Technology Engineering Co., Ltd. and Subsidiaries

Consolidated Balance Sheet

December 31, 2024 and 2023

==> picture [774 x 421] intentionally omitted <==

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

Unit: NTD thousand
December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023
Assets Amount % Amount % Liabilities and equity Amount % Amount %
Current assets Current liabilities
1100 Cash and cash equivalent (Note 4 and 6) $ 113,225 7 $ 144,557 12 2100 Short-term loans (Note 4, 6, and 8) $ 148,537 9 $ 63,400 5
1110 Financial assets measured at fair values through profit or loss - Cur 1,978 - 2,163 - 2130 Contract liabilities - current (Notes 4 and 6) 125,746 8 99,262 8
(Note 4 and 6) 2150 Notes payable (Note 4) 7,660 1 35,210 3
1136 Financial assets measured at amortized cost - Current 209,131 12 51,634 4 2170 Accounts payable (Note 4) 231,513 14 260,875 22
(Notes 4, 6 and 8) 2180 Accounts payable - related parties (Notes 4 and 7) 16,219 1 - -
1140 Contract assets - Current (Note 4 and 6) 435,013 26 496,704 41 2200 Other payables (Note 4) 41,691 2 26,143 2
1170 Accounts receivable - Net (Note 4 and 6) - - 87,246 7 2220 Other payables - related parties (Notes 4 and 7) 50,106 3 275,644 23
1200 Other receivables (Notes 4 and 6) 69,084 4 25,516 2 2250 Provisions - current (Notes 4 and 6) 53,818 3 27,489 2
1210 Other receivables - related parties (Notes 4 and 7) 853 - - - 2280 Lease liabilities (Notes 4 and 6) 4,307 - 8,299 1
1220 Current income tax assets (Note 4 and 6) 156 - 51 - 2322 Long-term borrowings due within one year or one operating cycle (4, 6 and 8) 15,000 1 12,600 1
1310 Inventories (Note 4 and 6) - - - - 2399 Other current liabilities 2,988 - 3,068 -
1410 Prepayments (Note 6) 136,534 8 60,151 5 21XX Total of current liabilities 697,585 42 811,990 67
1460 Non-current assets or disposal groups classified as held for sale, net (Notes 4 and 6) 10,991 1 - - Non-current liabilities
1470 Other current assets 160 - 155 - 2540 Long-term borrowings (4, 6, and 8) 225,000 14 220,060 19
1478 Guarantee deposits paid 7,867 1 7,717 1 2550 Provisions - non-current (Notes 4 and 6) 13,410 1 13,410 1
11XX Total of Current Assets 984,992 59 875,894 72 2570 Deferred income tax liabilities (Notes 4 and 6) 271 - - -
Non-current assets 2580 Lease liabilities (Notes 4 and 6) 4,337 - 2,903 -
1535 Financial assets measured at amortized cost (Notes 4, 6 and 8) - - 14,892 1 2640 Net defined benefit liabilities - non-current (Notes 4 and 6) 2,631 - 2,467 -
1550 Investments accounted using the equity method (Note 4 and 6) 14,318 1 31,126 3 2645 Deposits received 2,997 - 4,687 -
1600 Property, plant and equipment (Note 4, 6, and 8) 19,496 1 127,701 11 25XX Total of non-current liabilities 248,646 15 243,527 20
1755 Right-of-use assets (Note 4 and 6) 8,573 1 10,734 1 2XXX Total liabilities 946,231 57 1,055,517 87
1760 Investment property (Notes 4, 6 and 8) 451,000 27 - - Equity attributable to the owners of the parent company (Note 6)
1780 Intangible assets (Note 4 and 6) 15 - 3,685 - 3110 Common stock share capital 730,736 44 513,736 42
1840 Deferred income tax assets (Note 4 and 6) 135,128 8 126,593 10 3200 Capital reserve 66,380 4 85,217 7
1915 Prepayment for equipment purchase - - 1,250 - 3300 Retained earnings
1920 Guarantee deposits paid (Note 8) 21,651 2 20,676 2 3350 Accumulated deficit (449,962) (27) (441,272) (36)
1960 Prepaid investment (Note 6) 19,500 1 - - 3400 Other equity 361,288 22 (647) -
15XX Total of Non-Current Assets 669,681 41 336,657 28 31XX Total equity of the parent company 708,442 43 157,034 13
3XXX Total equity 708,442 43 157,034 13
1XXX Total assets $ 1,654,673 100 $ 1,212,551 100 Total liabilities and equity $ 1,654,673 100 $ 1,212,551 100
----- End of picture text -----

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

Manager:

Accounting Officer:

Chairman:

26

Lung Ming Green Energy Technology Engineering Co., Ltd. and Subsidiaries Consolidated comprehensive income statement For the years ended December 31, 2024 and 2023

Unit: NTD thousand

4000
Net operating income (Notes 4 and 6)
5000
Operating cost (4, 6, and 7)
5900
Gross profit (loss)
6000
Operating expenses (Note 4, 6, and 7)
6200
Management expense
6450
Expected credit impairment (loss) benefit
6000
Total operating expenses
6900
Net operating profit (loss)
Non-operating income and expenses (Note 4, 6, and 7)
7100
Interest income
7010
Other revenue
7020
Other profits and losses
7050
Financial cost
7055
Expected loss from credit impairment
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 comprehensive income (Notes 4 and 6):
8310
Titles not reclassified into income
8311
Re-measurement of defined benefit plan
8312
Revaluation increments of property, plant, and
equipment
8349
Less: Income taxes related to items not subject to
reclassification
Components of other comprehensive income that
will not be reclassified to profit or loss
8360
Titles potentially reclassified into income subsequently
8361
Components of other comprehensive income
that will be reclassified to profit or loss
8300
Other consolidated income (loss) - Net
8500
Total comprehensive income
8600
Net (loss) attributable to (Note 6)
8610
Parent company shareholders
8700
Consolidated income or loss attributable to
8710
Parent company shareholders
Earnings (losses) per share ($)
9750
Basic earnings (losses) per share
9850
Diluted earnings (losses) per share
Exchange difference in the financial statements
of foreign operations
Amount
851,422
$ (780,009)
71,413
(102,306)
329
(101,977)
(30,564)
1,270
28,957
(74,959)
(21,808)
-
(4,658)
(71,198)
(101,762)
8,399
(93,363)
(680)
362,200
(135)
361,385
6
6
361,391
268,028
$ (93,363)
$ 268,028
$ (1.46)
$ (1.46)
$ 2024
%
100
(92)
8
(12)
-
(12)
(4)
-
3
(9)
(2)
-
-
(8)
(12)
1
(11)
-
42
-
42
-
-
42
31
(11)
31
Amount
599,882
$ (575,705)
24,177
(101,963)
(47,529)
(149,492)
(125,315)
613
23,331
(8,787)
(20,861)
(64)
(3,996)
(9,764)
(135,079)
21,192
(113,887)
556
-
(111)
445
187
187
632
(113,255)
$ (113,887)
$ (113,255)
$ (1.72)
$ (1.72)
$ 2023
%
100
(96)
4
(17)
(8)
(25)
(21)
-
4
(1)
(4)
-
-
(1)
(22)
3
(19)
-
-
-
-
-
-
-
(19)
(19)
(19)

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

Chairman:

Manager:

Accounting Officer:

27

Lung Ming Green Energy Technology Engineering Co., Ltd. and Subsidiaries Consolidated Statement of Changes in Shareholders’ Equity

For the years ended December 31, 2024 and 2023

Unit: NTD thousand

Equity attributable to the owners of the parent company

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

Retained earnings Other equities
Unrealized gain (loss) of the Revaluation
Common stock Accumulated Exchange difference in financial assets measured at increments of
Capital reserve the financial statements Total equities
share capital deficit fair values through other property, plant,
of foreign operations
consolidated income or loss and equipment
A1 Balance as at 1 January 2023 $ 781,471 $ 69,473 $ (718,565) $ 491 $ (1,325) $ - $ 131,545
D1 Net income (loss) - - (113,887) - - - (113,887)
D3 Other consolidated income (loss) - - 445 187 - - 632
D5 Total consolidated income (loss) - - (113,442) 187 - - (113,255)
E1 Capital increase in cash 123,000 15,744 - - - - 138,744
F1 Capital reduction against losses (390,735) - 390,735 - - - -
Z1 Balance as at 31 December 2023 $ 513,736 $ 85,217 $ (441,272) $ 678 $ (1,325) $ - $ 157,034
A1 Balance as at 1 January 2024 $ 513,736 $ 85,217 $ (441,272) $ 678 $ (1,325) $ - $ 157,034
Additional paid-in capital used to
C11 make up loss - (85,217) 85,217 - - - -
D1 Net income (loss) - - (93,363) - - - (93,363)
D3 Other consolidated income (loss) - - (544) 6 - 361,929 361,391
D5 Total consolidated income (loss) - - (93,907) 6 - 361,929 268,028
E1 Capital increase in cash 217,000 66,380 - - - - 283,380
Z1 Balance as at 31 December 2024 $ 730,736 $ 66,380 $ (449,962) $ 684 $ (1,325) $ 361,929 $ 708,442
----- End of picture text -----

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

Chairman: Manager:

Accounting Officer:

28

Lung Ming Green Energy Technology Engineering Co., Ltd. and Subsidiaries Consolidated Statement of Cash Flow

For the years ended December 31, 2024 and 2023

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 subsidiaries and associates
accounted for using the equity method
A22500
Disposal of property, plant, and equipment
A29900
Disposal of subsidiaries accounted for using the equity method
A29900
Losses on lease modifications
A29900
A30000
Changes in assets/liabilities related to operating activities - Net
A31125
Decrease (increase) in contract assets
A31150
Decrease (increase) in account receivables
A31180
Other receivables (increase)
A31190
Increase in other receivables - related parties
A31230
Decrease (increase) of prepayments
A31240
Decrease (increase) of other current assets
A31990
(Increase) decrease in construction deposits paid
A32125
Increase in contract liabilities
A32130
Increase (decrease) in notes payables
A32150
Accounts payables (decrease)
A32160
Decrease (increase) of account payables -related parties
A32180
Decrease (increase) of other payables
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 refund (payment)
AAAA
Net cash inflow (outflow) from operating activities
Designated reserve for liabilities
Net loss (gain) from financial assets and liabilities
at fair value through profit or loss
2024
(101,762)
$ 21,080
490
(329)
185
21,808
(1,270)
4,658
(2,381)
3,180
15
29,117
62,020
87,246
(34,179)
(853)
(76,383)
(5)
(150)
26,484
(27,550)
(29,362)
16,219
15,352
(2,788)
(80)
(516)
10,246
1,218
(21,612)
(105)
(10,253)
Unit: NTD thousand
2023
(135,079)
$ 24,272
1,024
47,593
(6,807)
20,861
(613)
3,996
(52)
-
-
1,186
(167,812)
(33,256)
(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)

(To be continued)

29

Lung Ming Green Energy Technology Engineering Co., Ltd. and Subsidiaries Consolidated Statement of Cash Flow

For the years ended December 31, 2024 and 2023

BBBB
Cash flow from investing activities:
B00050
Disposal of financial assets measured at amortized cost
B02000
Prepaid investment
B02700
Acquisition of property, plant, and equipment
B02800
Disposal of property, plant, and equipment
B03700
Increase in guaranteed 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
C03800
C04020
Lease principal payment
C04600
Capital increase in cash
CCCC
Net cash inflow from financing activities
DDDD
Effect of exchange rate fluctuation on cash and cash equivalents
EEEE
Current cash and cash equivalents increase (decrease)
E00100
Opening balance of cash and cash equivalents
E00200
Closing balance of cash and cash equivalents
Increase in other payables - Related parties
(Continued from previous page)
Decrease in other payables - related parties
2024 Unit: NTD thousand
2023
(142,605)
(19,500)
(1,154)
2,381
(975)
(161,853)
140,085
(54,948)
-
240,000
(232,660)
-
(169)
-
(225,538)
(9,020)
283,380
141,130
(356)
(31,332)
144,557
113,225
$
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
$

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

Chairman:

Manager:

Accounting officer:

30

Independent Auditors’ Audit Report

To Lung Ming Green Energy Technology Engineering Co., Ltd.:

Audit opinion

We have audited Lung Ming Green Energy Technology Engineering Co., Ltd.’s parent company only balance sheets as of December 31, 2024 and 2023, 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, 2024 and 2023.

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 as of December 31, 2024 and 2023, and the parent company only financial performance and parent company only cash flows of the Company from January 1 to December 31, 2024 and 2023.

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 Lung Ming Green Energy Technology Engineering Co., Ltd. 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. for the year ended December 31, 2024. 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 parentcompany 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):

  1. 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.

31

  1. 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.

  2. Sampled to inspect the adequacy of the supporting documents and the amount provided in cases at the management level.

  3. Computed whether the loss allowance is provided based on the Company's policy.

  4. II. Recognition of construction revenue - Assessment of the percentage of completion Matter description

  5. For the accounting policies of construction contracts, please refer to Note 4(14) 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(19) to the parent company only financial statements for related contract assets and liabilities.

  6. The construction revenue and costs of Lung Ming Green Energy Technology Engineering Co., Ltd. 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):

  1. Evaluate the reasonableness of the internal operating procedures used to estimate the total cost of a project based on the understanding of its operation and the nature of the industry, including the basis for estimating the total cost of a construction contract of the same nature.

  2. 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.

  3. Randomly check the part of the contracts that have been awarded, and evaluate the basis and reasonableness of the estimated cost for the part that has not yet been awarded.

  4. 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 Note 4(13) 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. violated the Waste Disposal Act, and the liability reserve as of December 31, 2024 was estimated at NTD 49,445 thousand. Therefore, we have listed the liability provision assessment for the relevant litigation cases as the most important audit matter.

32

Corresponding audit process

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

  1. Understood the progress of relevant litigation.

  2. Assessed the reasonableness of the management's provision for liabilities and judgments on related litigation.

  3. Sent letters to external lawyers to obtain the latest progress of relevant litigation and judgments on relevant cases.

  4. IV. Assessment of the going concern ability Matter description

Lung Ming Green Energy Technology Engineering Co., Ltd.'s net loss from January 1 to December 31, 2024 was NTD 93,363 thousand, and the accumulated loss by December 31, 2024 was NTD 449,962 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 Technology Engineering Co., Ltd. has successively adopted necessary measures to ensure that Lung Ming Green Energy Technology Engineering Co., Ltd. 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):

  1. Discuss with the management the events or situations that affect the assumption of the Company's continuing operations and the corresponding plans.

  2. Evaluate the feasibility of the management's response plan and the effect of improving the financial position.

  3. 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.

  4. 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.

  5. 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.

  6. 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.

  7. Assess whether there is any doubt about the Company's ability to fulfill customer contracts.

  8. 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.

  9. 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.

  10. Obtain and review the declaration issued by the management authority on the response plan and its feasibility.

  11. Evaluate the appropriateness of the disclosures made by the management in the notes to the financial statements.

Other matters

We did not audit the financial statements of certain investee companies, presented as investment accounted for using the equity method in the parent company only financial statements for 2024 and 2023. Those financial statements were audited by other independent auditors. The opinions expressed in the consolidated financial statements for 2024 and 2023 regarding the share of the profit or loss of the investment accounted for using 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, 2024 and 2023 were NTD 14,318 thousand and NTD 14,668 thousand, respectively, accounting for 0.96% and 1.35% of the parent company

33

only assets, respectively. The shares of gains and losses recognized under the equity method for the years ended December 31, 2024 and 2023 were NTD (350) thousand and NTD (472) thousand, respectively, accounting for 0.43% and 0.41% 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. Other than the situation that the management intends to liquidate Lung Ming Green Energy Technology Engineering Co., Ltd. or stop the business, or no other approaches can be used except for these two measures, during the preparation of the parent company only financial statements, the responsibility of the management also includes evaluating the going concern capacity of Lung Ming Green Energy Technology Engineering Co., Ltd., disclosure of relative matters, and adoption of the going concern accounting basis. The governing body of the Lung Ming Green Energy Technology Engineering Co., Ltd. (including the Audit Committee) has the responsibility to supervise the financial reporting procedures.

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:

  1. 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.

  2. We acquire a necessary understanding of the internal control mechanism that is related to the audit to design an appropriate audit process for the situation at the time. The purpose of the knowledge is not to express opinions on the effectiveness of the internal control mechanism of Lung Ming Green Energy Technology Engineering Co., Ltd.

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

  4. 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 Technology Engineering Co., Ltd. exist, and whether there is major uncertainty. A conclusion will be made afterwards. 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. Future events or circumstances might still result in Lung Ming Green Energy Technology Engineering Co., Ltd. no longer having the necessary going-concern capacity.

  5. 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.

  6. With respect to the financial information of the entities of Lung Ming Green Energy Technology Engineering Co., Ltd., sufficient and appropriate audit evidence is obtained to express an opinion on the parent company’s 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

34

parent company only financial statements.

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 the governing body, we determine the key audit matters for the audit of the 2024 parent company only financial statements of Lung Ming Green Energy 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 Yu Jhih Li

No. of Approval Document by the Competent Authority Letter (79)Tai-Cai-Zheng-(I) No.00351 Jin-Guan-Huei-Zheng-Zhi No.6137 March 26, 2025

35

Lung Ming Green Energy Technology Engineering Co., Ltd.

Individual Balance Sheet

December 31, 2024 and 2023

==> picture [794 x 409] intentionally omitted <==

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

Unit: NTD thousand
December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023
Assets Amount % Amount % Liabilities and equity Amount % Amount %
Current assets Current liabilities
1100 Cash and cash equivalent (Note 4 and 6) $ 111,973 7 $ 142,794 13 2100 Short-term loans (Note 4, 6, and 8) $ 104,544 7 $ 63,400 6
1110 Financial assets measured at fair values through profit or loss - Cur 1,112 - 1,217 - 2130 Contract liabilities - current (Notes 4 and 6) 125,746 9 99,262 9
(Note 4 and 6) 2150 Notes payable (Note 4) 3,810 - 15,374 2
1136 Financial assets measured at amortized cost - Current 166,058 11 17,187 2 2170 Accounts payable (Note 4) 149,734 10 165,410 16
(Notes 4, 6 and 8) 2180 Accounts payable - related parties (Notes 4 and 7) - - 2,916 -
1140 Contract assets - Current (Note 4 and 6) 272,997 19 270,283 25 2200 Other payables (Note 4) 36,863 3 21,142 2
1170 Accounts receivable - Net (Note 4 and 6) - - 74,820 6 2220 Other payables - related parties (Notes 4 and 7) 50,106 3 275,644 25
1180 Accounts receivable - related parties (Notes 4 and 7) 123 - 41,795 4 2250 Provisions - current (Notes 4 and 6) 49,445 3 23,104 2
1200 Other receivables (Notes 4 and 6) 60,003 4 18,579 2 2280 Lease liabilities (Notes 4 and 6) 4,307 - 8,299 1
1210 Other receivables - related parties (Notes 4, 6 and 7) 4,846 - 10,190 1 2322 Long-term borrowings due within one year or one operating cycle (Notes 4, 6 and 8) 15,000 1 12,000 1
1220 Current income tax assets (Note 4 and 6) 130 - 38 - 2399 Other current liabilities 2,486 - 1,405 -
1310 Inventories (Note 4 and 6) - - - - 21XX Total of current liabilities 542,041 36 687,956 64
1410 Prepayments (Note 6) 96,281 6 40,967 4 Non-current liabilities
1478 Guarantee deposits paid 1,914 - 1,764 - 2540 Long-term borrowings (Notes 4, 6, and 8) 225,000 16 219,860 21
11XX Total of Current Assets 715,437 47 619,634 57 2550 Provisions - non-current (Notes 4 and 6) 13,078 1 13,078 1
Non-current assets 2570 Deferred income tax liabilities (Notes 4 and 6) 271 - - -
1535 Financial assets measured at amortized cost (Notes 4, 6 and 8) - - 14,813 1 2580 Lease liabilities (Notes 4 and 6) 4,337 - 2,903 -
1550 Investments accounted using the equity method (Note 4 and 6) 117,692 8 149,663 14 2640 Net defined benefit liabilities - non-current (Notes 4 and 6) 2,631 - 2,467 -
1600 Property, plant and equipment (Note 4, 6, and 8) 13,423 1 120,628 11 2645 Deposits received 2,997 - 2,997 -
1755 Right-of-use assets (Note 4 and 6) 8,573 1 10,734 1 25XX Total of non-current liabilities 248,314 17 241,305 22
1760 Investment property (Notes 4, 6 and 8) 451,000 30 - - 2XXX Total liabilities 790,355 53 929,261 86
1780 Intangible assets (Note 4 and 6) 15 - 407 - Equity (Note 6)
1840 Deferred income tax assets (Note 4 and 6) 54,240 4 66,301 6 3110 Common stock share capital 730,736 49 513,736 47
1915 Prepayment for equipment purchase - - 1,250 - 3200 Capital reserve 66,380 4 85,217 8
1920 Guarantee deposits paid (Note 8) 20,775 1 19,857 2 3300 Retained earnings
1960 Prepaid investment (Notes 6 and 7) 117,642 8 83,008 8 3350 Accumulated deficit (449,962) (30) (441,272) (41)
15XX Total of Non-Current Assets 783,360 53 466,661 43 3400 Other equity 361,288 24 (647) -
3XXX Total equity 708,442 47 157,034 14
1XXX Total assets $ 1,498,797 100 $ 1,086,295 100 Total liabilities and equity $ 1,498,797 100 $ 1,086,295 100
----- End of picture text -----

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

Manager:

Accounting Officer:

Chairman:

36

Lung Ming Green Energy Technology Engineering Co., Ltd. Parent Company Only Consolidated Income Statement For the years ended December 31, 2024 and 2023

Unit: NTD thousand

4000
Net operating income (Notes 4 and 6)
5000
Operating cost (4, 6, and 7)
5900
Operating gross profit
6000
Operating expenses (Note 4, 6, and 7)
6200
Management expense
6450
Expected credit impairment gain
6000
Total operating expenses
6900
Operating income (loss) – net
Non-operating income and expenses (Note 4, 6, and 7)
7100
Interest income
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 (expenses) benefits (Notes 4 and 6)
8200
Net income (loss)
Other comprehensive income (Notes 4 and 6):
8310
Titles not reclassified into income
8311
Re-measurement of defined benefit plan
8312
Revaluation increments of property, plant, and equipment
8349
Less: Income taxes related to items not subject to reclassification
Components of other comprehensive income that will not be
reclassified to profit or loss
8360
Titles potentially reclassified into income subsequently
8361
Components of other comprehensive income that will be reclassified to
profit or loss
8300
Other consolidated income (loss) - Net
8500
Total comprehensive income
Loss per share ($)
9750
Basic loss per share
9850
Diluted loss per share
Exchange difference in the financial statements of foreign operations
Amount
843,799
$ (652,142)
191,657
(93,294)
477
(92,817)
98,840
1,095
30,098
(63,900)
(20,416)
(126,883)
(180,006)
(81,166)
(12,197)
(93,363)
(680)
362,200
(135)
361,385
6
6
361,391
268,028
$ (1.46)
$ (1.46)
$ 2024
%
100
(77)
23
(11)
-
(11)
12
-
4
(8)
(2)
(15)
(21)
(9)
(2)
(11)
-
43
-
43
-
-
86
75
Amount
421,215
$ (349,391)
71,824
(86,303)
848
(85,455)
(13,631)
502
23,278
758
(20,737)
(105,848)
(102,047)
(115,678)
1,791
(113,887)
556
-
(111)
445
187
187
632
(113,255)
$ (1.72)
$ (1.72)
$ 2023
%
100
(83)
17
(20)
-
(20)
(3)
-
6
-
(5)
(25)
(24)
(27)
-
(27)
-
-
-
-
-
-
-
(27)

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

Chairman:

Manager:

Accounting Officer:

37

Lung Ming Green Energy Technology Engineering Co., Ltd.

Parent Company Only Statement of Changes in Shareholders’ Equity

For the years ended December 31, 2024 and 2023

Unit: NTD thousand

==> picture [724 x 368] intentionally omitted <==

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

Retained earnings Other equities
Exchange difference Unrealized gain (loss) of the Revaluation
Common stock in the financial financial assets measured at increments of
Capital reserve Accumulated deficit Total equities
share capital statements of foreign fair values through other property, plant,
operations consolidated income or loss and equipment
A1 Balance as at 1 January 2023 $ 781,471 $ 69,473 $ (718,565) $ 491 $ (1,325) $ - $ 131,545
D1 Net income (loss) - - (113,887) - - - (113,887)
Other consolidated income
D3 (loss) - - 445 187 - - 632
Total consolidated income
D5 (loss) - - (113,442) 187 - - (113,255)
E1 Capital increase in cash 123,000 15,744 - - - - 138,744
Capital reduction against
F1 losses (390,735) - 390,735 - - - -
Balance as at 31 December
Z1 2023 $ 513,736 $ 85,217 $ (441,272) $ 678 $ (1,325) $ - $ 157,034
A1 Balance as at 1 January 2024 $ 513,736 $ 85,217 $ (441,272) $ 678 $ (1,325) $ - $ 157,034
Additional paid-in capital used
C11 to make up loss - (85,217) 85,217 - - - -
D1 Net income (loss) - - (93,363) - - - (93,363)
Other consolidated income
D3 (loss) - - (544) 6 - 361,929 361,391
Total consolidated income
D5 (loss) - - (93,907) 6 - 361,929 268,028
E1 Capital increase in cash 217,000 66,380 - - - - 283,380
Balance as at 31 December
Z1 2024 $ 730,736 $ 66,380 $ (449,962) $ 684 $ (1,325) $ 361,929 $ 708,442
----- End of picture text -----

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

Chairman: Manager:

Accounting Officer:

38

Lung Ming Green Energy Technology Engineering Co., Ltd. Parent Company Only Statement of Cash Flows For the years ended December 31, 2024 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 (gain)
A20400
A20900
Financial cost
A21200
Interest income
A22400
Share of losses of subsidiaries and associates accounted for
using the equity method
A22500
Disposal and scrapping of property, plant and equipment (gains)
A29900
Disposal of subsidiaries accounted for using the equity method
A29900
Losses on lease modifications
A29900
Designated reserve for liabilities
A30000
Changes in assets/liabilities related to operating activities - Net
A31125
(Increase) in contract assets
A31150
Decrease (increase) in account receivables
A31160
Decrease (increase) in accounts receivable – related parties
A31180
Other receivables (increase)
A31190
Decrease (increase) in other receivables - related parties
A31230
Decrease (increase) of prepayments
A31990
Construction deposits paid (increase)
A32125
Increase in contract liabilities
A32130
Notes payable (decrease)
A32150
Accounts payables (decrease)
A32160
Account payables - Related parties (decrease)
A32180
Decrease (increase) of other payables
A32190
(Decrease) in other payables - related parties
A32200
Debt reserve (decrease)
A32230
Increase (decrease) of other current liabilities
A32240
Net defined benefit liability - Non-current (decrease)
A33000
Cash inflow (outflow) from operating activities
A33100
Interest received
A33300
Interest paid
A33500
Income tax (paid)
AAAA
Net cash inflow (outflow) from operating activities
BBBB
Cash flow from investing activities:
B00040
Acquired financial assets measured at amortized cost
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
Increase in other payables - Related parties
C03800
Decrease in other payables - related parties
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 loss (gain) from financial assets and liabilities at fair value
through profit or loss
2024
(81,166)
$ 20,081
392
(477)
105
20,416
(1,095)
126,883
-
3,180
15
29,117
(2,237)
74,820
41,672
(30,122)
5,344
(55,314)
(150)
26,484
(11,564)
(15,676)
(2,916)
15,525
-
(2,776)
1,081
(516)
161,106
1,043
(20,220)
(92)
141,837
(134,058)
-
(134,634)
(1,154)
-
(918)
-
(270,764)
90,121
(48,977)
-
240,000
(231,860)
-
-
(225,538)
(9,020)
283,380
98,106
(30,821)
142,794
111,973
$
Unit: NTD thousand
2023
(115,678)
$ 22,890
745
(848)
(6,923)
20,737
(502)
105,848
(52)
-
-
1,186
(16,006)
(31,303)
(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
$

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

Chairman:

Manager:

Accounting officer:

39

Attachment 6. 2024 Deficit Compensation Statement

Lung Ming Green Energy Technology Engineering Co., Ltd.

Table for loss appropriation

2024

==> picture [462 x 310] intentionally omitted <==

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

Unit: TWD
Summary Subtotal
Beginning balance of the accumulated deficit (356,054,466)
Plus: 2024 net loss after tax (93,362,637)
Plus: 2024 re-measurement of defined benefit plan (543,990)
Ending balance of the accumulated deficit (449,961,093)
Accumulated items:
Use additional paid-in capital to make up the deficit 66,380,000
Ending balance of the accumulated deficit (383,581,093)
----- End of picture text -----

Chairman: Hsu, Chin-Lung

Manager: Lu, Chin-Huang

Accounting Officer: Chang, Chi-Ting

40

Attachment 7. Comparison table of the “Articles of Incorporation” before and after amendments

Lung Ming Green Energy Technology Engineering Co., Ltd.

Comparison table of the “Articles of Incorporation” before and after amendments

==> picture [511 x 628] intentionally omitted <==

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

Provisions before amendments Provisions after amendments Description
Article 30: Article 30:
Annual profits concluded by the Company Annual profits concluded by the Company shall
shall be subject to employee remuneration be subject to employee remuneration from 1% to
from 1% to 8%; in addition, directors’ 8%; in addition, directors’ remuneration may be
remuneration may be provided up to 5% of provided up to 5% of annual profit. However,
annual profit. However, when the company when the company has accumulated losses, it
has accumulated losses, it should first reserve should first reserve an amount for offsetting the
an amount for offsetting the losses and then losses and then allocate employee and director
allocate employee and director remuneration remuneration in proportion to the aforementioned
in proportion to the aforementioned requirement.
requirement. The employee remuneration mentioned above
The employee remuneration mentioned above may be provided in the form of stocks or cash,
may be provided in the form of stocks or with at least 40% of this amount designated
-
cash, subject to the decision of the Board of for entry level employee remuneration. The provision
Directors and reporting to the Shareholders' Directors’ remuneration, however, shall be was amended in
Meeting. paid in cash only. The distribution is subject to accordance with
In each fiscal year, after deducting income tax the decision of the Board of Directors and Paragraph 6,
in accordance with the law, The Company reporting to the Shareholders' Meeting. Article 14 of the
should first offset any accumulated losses In each fiscal year, after deducting income tax in Securities and
from previous years with the surplus. If there accordance with the law, The Company should Exchange Act.
is still a remaining balance, 10% should be first offset any accumulated losses from previous
allocated to the legal reserve until the legal years with the surplus. If there is still a remaining
reserve reaches the amount of the company's balance, 10% should be allocated to the legal
paid-in capital. Any additional balance should reserve until the legal reserve reaches the amount
be allocated or transferred to the special of the company's paid-in capital. Any additional
reserve in accordance with laws and balance should be allocated or transferred to the
regulations. If there is still a surplus, together special reserve in accordance with laws and
with undistributed profits from previous regulations. If there is still a surplus, together
years, the Board of Directors shall propose a with undistributed profits from previous years,
profit distribution plan based on the the Board of Directors shall propose a profit
company's situation and submit it for distribution plan based on the company's
resolution at the Shareholders' Meeting. situation and submit it for resolution at the
Shareholders' Meeting.
Article 32: Article 32:
The recipients of the distribution of employee The recipients of the distribution of employee
The provision
remuneration in the Company may include remuneration in the Company may include not
was amended in
not only employees of the company itself but only employees of the company itself but also
accordance with
also employees of subsidiary companies who employees of the Parent or subsidiaries who
Paragraph 6,
meet certain conditions. The Board of meet certain conditions. The Board of Directors
Article 14 of the
Directors has the authority to determine the has the authority to determine the conditions and
Securities and
conditions and distribution methods for the distribution methods for the aforementioned
Exchange Act.
aforementioned employees to receive employees to receive employee remuneration
employee remuneration
Article 35: Article 35: Added the
Instituted on December 29, 1995. Instituted on December 29, 1995. number and date
………… ………… of amendment.
The 26th amendment was on June 6, 2024. The 27th amendment was on June 23, 2025.
----- End of picture text -----

41

Attachment 8. Assessment Opinion of Securities Underwriter

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 of ordinary shares in 2025 Type of report: Evaluation opinion by the securities underwriter 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 2025 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.)

May 5, 2025

42

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 May 13, 2025, and plans to discuss the limitation of common shares issuance to 54,000,000 shares at the general shareholders' meeting on June 23, 2025. 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, hereinafter referred to as Lung Ming Green Energy) was founded in 1996, and its current capital is NTD 730,735,660. 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 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 Guanyin Environmental Science Park in Taoyuan City 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.

With a strategy centered on core capabilities and revenue diversification, the Company is actively promoting business diversification. It leverages over 26 years of engineering experience and the application of the BIM 3D system to complete projects efficiently and accurately. At the same time, the Company actively optimizes its mechanical and electrical engineering order portfolio to increase orders with better gross profit margins. In addition, its subsidiary, Tongkai Construction Co., Ltd., holds a Class A construction license. Following the completion of Bade Minimum Security Prison project this year, it will continue to focus on undertaking large-scale public infrastructure projects in the future, supporting continuous business growth. Furthermore, the Company aligns 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. Currently, the Company has already established partnerships with clients in Denmark and Canada. Based on stable construction progress and continuous revenue growth, the Company continues to diminish the impact of significant

43

revenue fluctuations due to seasonal orders in the mechanical and electrical engineering industry which provides overall operations and maintains stable growth momentum. 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 could advance its financial performance and strengthen its capital structure.

Summarized individual balance sheet (adopting International Financial Reporting Standards)

Unit: NTD thousand

==> picture [416 x 288] intentionally omitted <==

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

Year Financial information for the last 5 years (Note)
Item 2020 2021 2022 2023 2024
Current assets 744,275 757,826 532,914 619,634 715,437
Property, plant and equipment 159,604 152,052 135,150 120,628 13,423
Intangible assets 3,671 2,316 1,152 407 15
Other assets 402,716 248,724 229,845 345,626 769,922
Total assets 1,310,266 1,160,918 899,061 1,086,295 1,498,797
652,862 512,158 732,565 687,956 542,041
Current liabilities [Before dividend]
After dividend 652,862 512,158 732,565 687,956 542,041
Non-current liabilities 124,034 378,164 34,951 241,305 248,314
Total liabilities Before dividend 776,896 890,322 767,516 929,261 790,355
After dividend 776,896 890,322 767,516 929,261 790,355
Equity attributable to the owners 708,442
533,370 270,596 131,545 157,034
of the parent company
Share capital 731,471 731,471 781,471 513,736 730,736
Capital reserve 3,464 44,723 69,473 85,217 66,380
Retained Before dividend (203,640) (505,260) (718,565) (441,272) (449,962)
earnings After dividend (203,640) (505,260) (718,565) (441,272) (449,962)
Other equity 2,075 (338) (834) (647) 361,288
Treasury stocks - - - - -
Non-controlling interests - - - - -
Total equities Before dividend 533,370 270,596 131,545 157,034 708,442
After dividend 533,370 270,596 131,545 157,034 708,442
----- End of picture text -----

Note: All financial information from 2020 to 2024 has been audited.

Summarized individual income statement (adopting International Financial Reporting Standards)

Unit: NTD thousand

==> picture [427 x 138] intentionally omitted <==

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

Year Financial information for the last 5 years (Note)
Item 2020 2021 2022 2023 2024
Operating revenue 1,103,576 1,016,187 985,170 421,215 843,799
Operating gross profit 27,833 31,994 (6,113) 71,824 191,657
Operating profits and losses (97,702) (80,126) (101,003) (13,631) 98,840
Other revenue and expenses 12,155 (144,727) (133,544) (102,047) (180,006)
Net income before tax (85,547) (224,853) (234,547) (115,678) (81,166)
Net profit from continuing
(58,414) (305,978) (213,585) (113,887) (93,363)
operations
----- End of picture text -----

44

==> picture [427 x 221] intentionally omitted <==

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

Losses from discontinued operations - - - - -
Net income(loss)
(58,414) (305,978) (213,585) (113,887) (93,363)
Other comprehensive income -
363 (1,519) (216) 632 361,391
current (net, after tax)
Total comprehensive income (58,051) (307,497) (213,801) (113,255) 268,028
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
(0.80) (4.18) (2.73) (1.72) (1.46)
----- End of picture text -----

Note: All financial information from 2020 to 2024 has been audited.

Condensed consolidated balance sheet (adopting International Financial Reporting Standards)

Unit: NTD thousand

==> picture [418 x 349] intentionally omitted <==

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

Year Financial information for the last 5 years (Note)
Item 2020 2021 2022 2023 2024
Current assets 1,155,510 1,095,932 714,513 875,894 984,992
Property, plant and 143,605 127,701 19,496
192,534 162,558
equipment
Intangible assets 40,768 6,182 4,709 3,685 15
Other assets 333,097 258,870 186,459 205,271 650,170
Total assets 1,721,909 1,523,542 1,049,286 1,212,551 1,654,673
Before 867,486 811,990 697,585
Current 1,024,417 832,989
dividend
liabilities
After dividend 1,024,417 832,989 867,486 811,990 697,585
Non-current liabilities 179,643 419,957 50,255 243,527 248,646
Before 946,231
Total 1,204,060 1,252,946 917,741 1,055,517
dividend
liabilities
After dividend 1,204,060 1,252,946 917,741 1,055,517 946,231
Equity attributable to the
owners of the parent 533,370 270,596 131,545 157,034 708,442
company
Share capital 731,471 731,471 781,471 513,736 730,736
Capital reserve 3,464 44,723 69,473 85,217 66,380
Before (718,565) (441,272) (449,962)
Retained (203,640) (505,260)
dividend
earnings
After dividend (203,640) (505,260) (718,565) (441,272) (449,962)
Other equity 2,075 (338) (834) (647) 361,288
Treasury stocks - - - - -
Non-controlling interests (15,521) - - - -
Total equities Before 131,545 157,034 708,442
517,849 270,596
dividend
After dividend 517,849 270,596 131,545 157,034 708,442
----- End of picture text -----

Note: All financial information from 2020 to 2024 has been audited.

45

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

Unit: NTD thousand

==> picture [442 x 301] intentionally omitted <==

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

Year
Financial information for the last 5 years (Note)
Item
2020 2021 2022 2023 2024
Operating revenue
1,633,103 1,618,649 1,283,006 599,882 851,422
Operating gross profit 144,401 54,406 (114,043) 24,177 71,413
Net operating profits (60,541) (111,429) (232,375) (125,315) (30,564)
Other revenue and expenses (19,121) (102,290) (30,112) (9,764) (71,198)
Net income before tax (79,662) (213,719) (262,487) (135,079) (101,762)
Net profit from continuing
(67,479) (310,184) (213,585) (113,887) (93,363)
operations
Losses from discontinued operations - - - - -
Net income(loss) (67,479) (310,184) (213,585) (113,887) (93,363)
Current term other comprehensive
614 (1,115) (216) 632 361,391
profit/loss (net amount after tax)
Total comprehensive income (66,865) (311,299) (213,801) (113,255) 268,028
Net income attributable to parent
(58,414) (305,978) (213,585) (113,887) (93,363)
company shareholders
Net profit attributable to non- (9,065) (4,206) - - -
controlled interests
Comprehensive profit (loss)
attributable to the owners of the (58,051) (307,497) (213,801) (113,255) 268,028
parent company
Comprehensive income
attributable to non-controlling (8,814) (3,802) - - -
shareholders
Earnings per share (0.80) (4.18) (2.73) (1.72) (1.46)
----- End of picture text -----

Note: All financial information from 2020 to 2024 has been audited.

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 November 19, 2024, 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. Subsequently, two new directors were elected at another extraordinary shareholders’ meeting on August 28, 2023. As two Board seats remained vacant, the Company convened another extraordinary shareholders’ meeting to fill the remaining positions. The term of office for the two newly elected directors shall be from November 19, 2024 to May 31, 2025. Zhou, Ji-Ping and Chen, Zhen-Wei, corporate representative directors of Hua Yang Venture Capital Co., Ltd., were elected. The changes in directors are summarized as follows:

==> picture [455 x 144] intentionally omitted <==

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

Re-election at the
extraordinary shareholders' List of directors in Has there been
Title List of directors in April 2024
meeting on November 19, April 2025 (present) any changes
2024
Representative of Hua Yang Representative of No
Venture Capital Co., Ltd.: Hua Yang Venture
Chairman
Hsu, Chin-Lung Capital Co., Ltd.:
-
Hsu, Chin Lung
Representative of No
Representative of Hua Yang
Hua Yang Venture
Director Venture Capital Co., Ltd.:
Capital Co., Ltd.:
Kuo, Hui-Lan
Kuo, Hui-Lan
Representative of Hua Yang Representative of No
Director
Venture Capital Co., Ltd.: Hua Yang Venture
----- End of picture text -----

46

==> picture [455 x 245] intentionally omitted <==

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

Re-election at the
extraordinary shareholders' List of directors in Has there been
Title List of directors in April 2024
meeting on November 19, April 2025 (present) any changes
2024
Pan, Chi-Hsiu Capital Co., Ltd.:
Pan, Chi-Hsiu
Representative of
Representative of Sung Shan
Sung Shan
Director Investment Co., Ltd.: Peng, No
Investment Co., Ltd.:
Kuo-Lun
Peng, Kuo-Lun
Representative of Yes
Representative of Hua Yang
Hua Yang Venture
Director Vacancies Venture Capital Co., Ltd.:
Capital Co., Ltd.:
Zhou, Ji-Ping -
Zhou, Ji Ping
Representative of Yes
Representative of Hua Yang
Hua Yang Venture
Director Vacancies Venture Capital Co., Ltd.:
Capital Co., Ltd.:
Chen, Zhen-Wei Chen, Zhen-Wei
Independent No
Director Cheng, Yun-Da Cheng, Yun-Da
Independent No
Director Shi, Yun-Ting Shi, Yun-Ting
Independent No
Li, Meng-Chieh Li, Meng-Chieh
Director
----- End of picture text -----

As of the date of this report, Long Ming Green Energy has nine directors, of which 2/9 were changed. More than one-third of directors were replaced, and the Company's corporate director Hua Yang Venture Capital Co., Ltd. was the main placee of private placement in 2024 (Hua Yang Venture Capital Co., Ltd. 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 30,823 thousand shares, with a shareholding ratio of 42.18%. 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 2025. As the term of the current Board of Directors ends on May 31, 2025, a full re-election will be conducted at that time. Accordingly, the potential subscribers of the private placement 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.1120383220 issued by the Financial Supervisory Commission on September 12, 2023. The primary considerations 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 73,073,566 ordinary shares issued by the Company (including 40,991,415 shares through private placement), the total shares will be approximately 127,074 thousand shares included the issuance of new shares up to 54,000 thousand shares for the proposed private placement. The total number of shares from the private placement is expected to account for approximately 42.49% of the post-placement capital. It is plausible that the subscribers may acquire seats on the board of directors 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

47

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 and 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 54,000 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 six 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:

  1. 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.

  2. 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.

  3. 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
2023
2024
599,882
851,422
24,177
71,413
(125,315)
(30,564)
(135,079)
(101,762)
Unit: NTD thousand
2023
2024
599,882
851,422
24,177
71,413
(125,315)
(30,564)
(135,079)
(101,762)
Year
Item
2022 2023 2024
Operatingrevenue 1,283,006 599,882 851,422
Operating grossprofit (114,043) 24,177 71,413
Operatingincome(loss)– net (232,375) (125,315) (30,564)
Net income(loss)before tax (262,487) (135,079) (101,762)

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 and smart prison project, 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. Therefore, 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 2025, 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

48

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 23, 2025 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, repay borrowings, and support the capital requirements of future business development. 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 54,000 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

49

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.

  1. 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 is currently not expected to be lower than the par value of the share. However, if the actual price is set below 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.1120383220 issued by the Financial Supervisory Commission on September 12, 2023. The primary considerations 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 support the capital requirements of future business development. The proceeds will also 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 of ordinary shares. 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.

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Statement of independence

We were engaged to issue the evaluation opinion on the necessity and reasonableness of the 2025 private placement of Lung Ming Green Energy Technology Engineering Co., Ltd. (hereinafter referred to as “Lung Ming Green Energy”).

We hereby declare that, in the execution of the above-mentioned engagement, we do not fall under any of the following categories:

  1. We are not an investee of Lung Ming Green Energy, accounted for using the equity method.

  2. We do not invest in Lung Ming Green Energy, accounted for using the equity method.

  3. Neither our Chairman nor our General Manager is the Chairman or General Manager of Lung Ming Green Energy, nor are they spouses or relatives within the second degree of kinship to any such persons.

  4. We are not a director or supervisor of Lung Ming Green Energy.

  5. Lung Ming Green Energy is not a director or supervisor of us.

  6. In addition to above, we are not a related party of Lung Ming Green Energy, as defined in Article 18 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

We issued the evaluation opinion on the necessity and reasonableness of the private placement of ordinary shares by Lung Ming Green Energy, while maintaining our absolute independence.

Taishin Securities Co., Ltd. Responsible person: Kuo, Chia-Hung

May 5, 2025

(Solely for the evaluation opinion on the necessity and reasonableness of Lung Ming Green Energy Technology Engineering Co., Ltd.’s 2025 private placement.)

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Appendix 1. Articles of Incorporation

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 Catheter 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 Equipments Construction.

  • E604010 Mechanical Installation.

  • E701010 Telecommunications Engineering.

  • EZ09010 Electrostatic Protection and Cancellation Engineering.

  • F401010 International Trade.

  • E501011 Tap Water Pipelines Contractors.

  • E601010 Electric Appliance Construction.

  • E801010 Interior Decoration.

  • I503010 Landscape and Interior Designing.

  • J101030 Waste Disposing.

  • J101040 Waste Treatment.

  • J101080 Resource Recycling.

  • J101090 Waste Disposal.

  • F106010 Wholesale of Hardware.

  • F119010 Wholesale of Electronic Materials.

  • F199010 Wholesale of Recycling Materials.

  • F206010 Retail Sale of Hardware.

  • F219010 Retail Sale of Electronic Materials.

  • H701010 Housing and Building Development and Rental.

  • H701020 Industrial Factory Development and Rental.

  • H703090 Real Estate Business.

  • H703100 Real Estate Leasing.

  • IG03010 Service Sector of Energy Technology.

  • CC01110 Computer and Peripheral Equipment Manufacturing.

  • I301030 Electronic Information Supply Services.

  • F118010 Wholesale of Computer Software.

  • F218010 Retail Sale of Computer Software.

  • I301010 Information Software Services.

  • I301020 Data Processing Services.

  • F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies.

  • F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies.

  • I401010 General Advertisement Service.

  • J305010 Audio Publishing.

  • D101060 Self-usage power generation equipment utilizing renewable energy industry.

  • I103060 Management Consulting.

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  1. D401010 Thermal Energy Supply.

  2. EZ99990 Other Engineering.

  3. J101060 Wastewater (Sewage) Treatment.

  4. I199990 Other Consulting Service.

  5. D101091 Renewable-Energy-Based Electricity Retailing Enterprise.

  6. CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery.

  7. CC01080 Electronics Components Manufacturing.

  8. CC01090 Manufacture of Batteries and Accumulators.

  9. CB01010 Mechanical Equipment Manufacturing.

  10. C801110 Fertilizer Manufacturing.

  11. CB01030 Pollution Controlling Equipment Manufacturing.

  12. C501010 Sawmilling and Planing of Wood.

  13. A202020 Fuelwood and Charcoal.

  14. C501990 Manufacture of other products of wood.

  15. CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified.

  16. D101050 Combined Heat and Power.

  17. F107050 Wholesale of Fertilizer.

  18. F111090 Wholesale of Building Materials.

  19. F113100 Wholesale of Pollution Controlling Equipments.

  20. J101050 Environmental Testing Services.

  21. J101990 Other Environmental Sanitation and Pollution Prevention Service.

  22. H701040 Specific Area Development.

  23. H701050 Investment, Development and Construction in Public Construction.

  24. H701060 New Towns, New Community Development.

  25. H701070 Process Zone Expropriation and Urban Land Readjustment Agency.

  26. H701080 Urban Renewal Reconstruction.

  27. H701090 Urban Renewal Renovation or Maintenance.

  28. H702010 Construction Manager.

  29. H703110 Senior Citizen Residence.

  30. H706011 Rental housing management business.

  31. H706021 Rental housing subleasing business.

  32. B202010 Nonmetallic Mining.

  33. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing.

  34. CC01040 Lighting Equipment Manufacturing.

  35. D101011 Power Electric Power Supply.

  36. D101040 Non-Public Electric Power Generation.

  37. D501010 Hot Spring Water Obtains and Provides.

  38. E601020 Electric Appliance Installation.

  39. E607010 Solar Thermal Energy Equipment Installation Engineering.

  40. EZ05010 Instrument and Meters Installation Engineering.

  41. EZ15010 Warming and Cooling Maintenance Construction.

  42. F113010 Wholesale of Machinery.

  43. F113020 Wholesale of Electrical Appliances.

  44. F113030 Wholesale of Precision Instruments.

  45. F113990 Wholesale of Other Machinery and Tools.

  46. F213010 Retail Sale of Electrical Appliances.

  47. F213040 Retail Sale of Precision Instruments.

  48. F213080 Retail Sale of Machinery and Tools.

  49. F213100 Retail Sale of Pollution Controlling Equipment.

  50. G202010 Parking Garage Business.

  51. I102010 General Investment Consulting.

  52. I501010 Product Designing.

  53. IG02010 Research and Development Services.

  54. JA02990 Other Repair.

  55. JE01010 Rental and Leasing.

  56. A102020 Agricultural Products Preparations.

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  1. F101050 Wholesale of Fishery Products.

  2. F101100 Wholesale of Flowers.

  3. F101990 Wholesale of Other Agricultural, Livestock and Aquatic Products.

  4. F102030 Wholesale of Tobacco and Alcohol.

  5. F102040 Wholesale of Nonalcoholic Beverages.

  6. F102050 Wholesale of Tea Leaves.

  7. F102170 Wholesale of Foods and Groceries.

  8. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.

  9. F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures.

  10. F106020 Wholesale of Daily Commodities.

  11. F108040 Wholesale of Cosmetics.

  12. F112040 Wholesale of Petroleum Products.

  13. F115010 Wholesale of Jewelry and Precious Metals.

  14. F199990 Other Wholesale Trade.

  15. F201010 Retail Sale of Agricultural Products.

  16. F201020 Retail Sale of Livestock Products.

  17. F201030 Retail Sale of Fishery Products.

  18. F201070 Retail Sale of Flowers.

  19. F201990 Retail Sale of Other Agricultural, Livestock and Aquaculture Products.

  20. F203010 Retail Sale of Food, Grocery and Beverage.

  21. F203020 Retail Sale of Tobacco and Alcohol.

  22. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.

  23. F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures.

  24. F206020 Retail Sale of Daily Commodities.

  25. F208040 Retail Sale of Cosmetics.

  26. F212050 Retail Sale of Petroleum Products.

  27. F215010 Retail Sale of Jewelry and Precious Metals.

  28. F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified.

  29. F399040 Retail Sale No Storefront.

  30. F399990 Retail Sale of Other Integrated.

  31. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

  32. 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.

  33. 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.

  34. 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.

  • 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.

  • 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

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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

55

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 fifteen 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-third 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 and 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)

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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.
1.
Business report
2.
Financial statements
3.
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 remunerationin 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

57

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. The 25th amendment was on June 6, 2024. The 26th amendment was on November 19, 2024.

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Appendix 2. Rules of Procedure for Shareholders’ Meetings

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: An attendance register shall be furnished at the shareholders’ meeting for the attending
shareholders to sign, or attending shareholders may hand in a sign-in card in lieu of
signing in. 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

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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.

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Appendix 3. Shareholdings of All Directors

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 25, 2025
No. of shares held
Title Name or title % to the total issued
Number of shares
shares
Huayang Venture Capital Co., Ltd.
Chairman
-
Representative: Hsu, Chin Lung
Vice Huayang Venture Capital Co., Ltd.
Chairman Representative: Kuo, Hui-Lan
Huayang Venture Capital Co., Ltd.
Director Representative: Pan, Chi-Hsiu 11,600,000 15.87%
Huayang Venture Capital Co., Ltd.
Director
Representative: Zhou, Ji-Ping (Note 1)
Huayang Venture Capital Co., Ltd.
Director
Representative: Chen, Zhen-Wei (Note 1)
Songshan Investment Co., Ltd.
Director 699,999 0.96%
Representative: Peng, Kuo-Lun
Total shareholding of all directors other than the
12,299,999 16.83%
independent directors
Independent Cheng, Yun-Da
0 0.00%
Director
Independent Shi, Yun-Ting 0 0.00%
Director
Independent Li, Meng-Chieh 0 0.00%
Director
Total of all directors 12,299,999 16.83%
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Note 1: By-election was held at the 1st extraordinary shareholders' meeting on November 19, 2024.

The total issued shares of the Company: 73,073,566 shares

Minimum statutory shareholding required for all directors 5,845,885 shares

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