MEILOON - AGM Information 2024 | FinancialReports.eu

Stock Code 2477

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Meiloon Industrial Co., Ltd.

2024 Annual Meeting of Shareholders

Handbook

for the Annual Meeting of Shareholders

Meeting Time: June 27, 2024

Meeting Place: No. 300, Sec. 1, Zhuangjing Rd., Taoyuan Dist., Taoyuan City (Monarch Plaza Hotel)

Meiloon Industrial Co., Ltd. 2024 Annual Meeting of Shareholders Table of Contents

I 、 Meeting Procedure ............................................................................................... 1 II 、 Meeting Agenda ................................................................................................... 2 III 、 Reporting Matters ............................................................................................. 3 IV 、 Recognition Matters .......................................................................................... 4 V 、 Discussion Matters .............................................................................................. 6 VI 、 Election Matter .................................................................................................. 6 VII 、 Other Matter .................................................................................................... 8 VIII 、 Extempore Motion .......................................................................................... 8 IX 、 Adjournment ...................................................................................................... 8

一、 2023 Business Report ................................................................................... 9 二、Audit Committee Approval Report ............................................................ 12 三、Independent Auditors’ Report ..................................................................... 13 四、2023 Financial Statements .......................................................................... 24 五、Comparison Table for the Amended Provisions of the Articles of Incorporation .............................................................................................. 34 六、Articles of Incorporation (before amendment) ........................................... 35 七、Rules of Procedure for Shareholder Meetings ........................................... 42 八、Regulations for Election of Director .......................................................... 46 九、Current Shareholding of Directors ............................................................. 48

Meiloon Industrial Co., Ltd. Procedure for the 2024 Annual Meeting of Shareholders

一、 Call the meeting to order
二、Chairperson Remarks
三、Reporting Matters
四、Recognition Matters
、
五 Discussion Matters
、
六 Election Matter
七、Other Matter
八、Extempore Motion
、
九 Adjournment
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Meiloon Industrial Co., Ltd. Agenda of 2024 Annual Meeting of Shareholders

一、 Time: June 27, 2024,Thursday 9:00 a.m.
二、Place: No. 300, Sec. 1, Zhuangjing Rd., Taoyuan Dist., Taoyuan City

(Monarch Plaza Hotel)

三、Conducted by: physical shareholders meeting
四、Chairperson Remarks

五、Reporting Matters

一、
( ) 2023 Business Report
(二)、Audit Committee’s review report on 2023 Financial Statements
(三)、Distribution of 2023 Remuneration of Employees and Directors
、
(四) The Distribution of Cash Dividend to Shareholders from 2023 Earnings.
(五)、The Loaning of Company and subsidiary Funds.

六、Recognition Matters

(1). 2023 Business Report and Financial Statements
(2). Proposal for Distribution of 2023 Profit

、七 Discussion Matters

Amendment to part of the Articles of Association of the Company.

八、Election Matter

By-Election of the Company’s 10 Directors (including 3 independent directors) for the 18th Term.

、九 Other Matter

Release of the New Directors from Non-Competition Restrictions.

、十 Extempore Motion

、十一 Adjournment

III. Reporting Matters

Report No. 1

Topic: 2023 Business Report

Description: Please refer to for 2023 Business Report.

Report No. 2

Topic: Audit Committee’s Review Report on 2023 Financial Statements

Description: Please refer to for Audit Committee Approval Report.

Report No. 3

Topic: Distribution of 2023 Remuneration of Employees and Directors

Description: The 2023 Earnings before Remuneration of Employees and Directors and taxes are NT$ 60,163,722, in which 1% and 2% are provided for employee and directors’ compensation, which are NT$ 602,000 and NT$ 1,203,000 respectively, and will be made by cash. The above distributed amounts are the same as the expensing of employee and directors’ compensation.

Report No. 4

Topic: The Distribution of Cash Dividend to Shareholders from 2023 Earnings.

Description: In accordance with the Article 28 of Articles of Incorporation, the Company authorizes the Board of Directors to make a resolution on the cash dividend distribution of the year, the amount of cash dividends and payout date for 2023 are as follows:

Unit: New Taiwan Dollar

Period	Board Resolution Date	Cash dividend payout date	Cash dividends per share	Total cash dividends
2023	2024/3/12	2024/5/31	0.5	79,286,622

Report No. 5

Topic: The Loaning of Company and subsidiary Funds.

Description: In accordance with the Operational Procedures for Loaning of Company Funds and Making of Endorsements / Guarantees, the loaning funds of the Company and its subsidiaries as of December 31, 2023 is summarized as follows:

Unit: In Thousands of New Taiwan Dollars

		Maximum				Maximum	Aggregate
Lender	Borrower	Balance in Current Period	Balance at the end (Note 2)	Amount Actually Drawn	Reasons for Short-term Financing	amount permitted to a single borrower (Note1)	maximum amount of loans (Note1)
MAKINGO DEVELOPMENT CORP.	PT. MEILOON TECHNOLOGY INDONESIA	443,638	685,786	25,185	Working capital	685,786	3,428,929
Meida Technology (Suzhou) Co., Ltd.	Dongguan Meiloon Acoustic Equipments Co., Ltd.	174,016	16,332	-	Working capital	16,332	163,318

Note 1: The aggregate loans to the Company’s 100%- owned foreign subsidiaries and sub-subsidiaries are the amounts of their net worth. The loan to individual subsidiary is limited to the amount of 20% of MAKINGO DEVELOPMENT CORP.’s (foreign subsidiary) net worth and 10% of Meida Technology (Suzhou) Co., Ltd.’s net worth (foreign sub-subsidiary). The above limits are calculated based on the net worth of the latest financial statements of our foreign subsidiary audited and certified by accountants.
Note 2: The amount adopted by the Board of Directors.

IV. Recognition Matters

Proposal 1

Topic: 2023 Business Report and Financial Statements. (by the Board)

Description: (1) The 2023 parent company only and consolidated Financial Statements (including Balance Sheet, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flows) have been audited by the accountants Lin Yueh-Hsia and Lee Tsung-Ming from PKF Taiwan and the unqualified audit reports have been issued. Please refer to and .

(2) The above Financial Statements have been approved by the Board and submitted together with Business Report to the Audit Committee for review, with the Approval Report in the appendix. Please refer to and .
(3) Please approve it.

Resolution:

Proposal 2

Topic: Proposal for Distribution of 2023 Profit. (by the Board)

Description: (1) The 2023 net profit after tax is NT$37,351,419. After setting aside the legal reserve of 10% of net profit after tax, the available amount is NT$1,494,045,217 and the proposed distributions are as follows:

Meiloon Industrial Co., Ltd.

Profit Distribution Table

Year 2023

Meiloon Industrial Co., Ltd. Profit Distribution Table Year 2023	Meiloon Industrial Co., Ltd. Profit Distribution Table Year 2023	Meiloon Industrial Co., Ltd. Profit Distribution Table Year 2023
Unit: New Taiwan Dollar
Item		Amount
Beginning unappropriated earnings Add: 2023 net profit after tax Changes in remeasurements of defined benefit plans for the period Share of the adjustment of retained earnings of associates and joint ventures accounted for using the equity method Subtotal Less: Provision 10% legal reserve Provision of special surplus reserve Distributable net profit Less: Distributable Items Cash dividends: NT$0.5 per share Ending unappropriated retained earnings balance		1,464,970,275 37,351,419 (398,786) 9,847,040 1,511,769,948 (3,695,263) (14,029,468) 1,494,045,217 (79,286,622)
		1,414,758,595
Note: 1、According to the Financial Supervisory Commission’s letter No. 1010012865 issued on April 6, 2019, no dividends can be distributed for the deduction of other shareholders’ equity (the exchange difference in the translation of financial statements of foreign operating institutions) and the special surplus reserve of the same amount. 2、2023 Unappropriated retained earnings will be distributed first.

Chairman:Wu Wei-Chung Manager:Wu Ming-Shien Accounting Supervisor:Kuo Li-Jung

(2) The cash dividend per share is calculated based on the outstanding shares of 158,573,244 shares as of March 12, 2024 and is rounded down to the nearest New Taiwan Dollar. The total of its fractional amount less than NT$1 is recognized under the shareholder’s equity.
(3) Please approve it.

Resolution:

V. Discussion Matters

Proposal 1

Topic: Amendment to part of the Articles of Association of the Company. (by the Board)

Description: (1) In line with the adjustment of the company's organizational structure and current practical operations, it is planned to amend some provisions of the company's articles of association. For the comparison table of amendments and the provisions before amendment, please refer to and .
(2) Please discuss and resolve.

Resolution:

VI. Election Matter

Proposal 1

Topic: By-Election of the Company’s 10 Directors (including 3 independent directors) for the 18th Term. (by the Board)

Description: (1)The term of the 17th term of directors of the company will expire on July 1, 2024. It is planned to be fully re-elected in advance at this regular shareholders' meeting, and 10 directors (including 3 independent directors) will be re-elected in accordance with Article 16 of the company's articles of association.

(2) According to the company's articles of association, the company's director election adopts a candidate nomination system. The list of candidates is as follows:

	follows:
Position	Name	Number of shares held	Education	Current Positions
Director	WU WEI CHUNG	3,604,024	Kun Shan Engineering College Electrical Engineering Department	Chairman and Chief Executive Officer of the Company
Director	WU MING SHIEN	2,043,592	Shanghai Fudan University EMBA Feng Chia University Department of Architecture	General Manager of Taiwan Solidex Corporation
Director	FAMINGO PTE LTD (LAW WANG CHAK)	28,929,666	MSc Financial Economics, University of London	Fellow member of the Association of Chartered Certified Accountants, UK

Director	FAMINGO PTE LTD (LAM HIN LAP)	28,929,666	Bachelor of Electrical Engineering, University of New South Wales, Australia	GP Industries Limited (Singapore listed company) Executive Director, Group General Manager
Director	WU YUAN MEI	1,820,968	Tainan Family Specialist Department of Accounting and Statistics	None
Director	WU TAN CHIH	2,048,838	Department of Electrical Engineering, University of California, Los Angeles	Deputy General Manager of the Company’s Business and R&D
Director	WU JEN HORN	20,782	Department of Business Administration, University of Southern California	Deputy General Manager of Factory Affairs of the Company
Independent director	WONG YAO LIN	0	Master's degree from Institute of Industrial Engineering, China University	Chairman of Kind Management Consulting,Co.
Independent director	CHU RUEEN FONG	0	Master of Finance, National Chengchi University	Chairman of Kaohsiung Bank Co., Ltd.
Independent director	CHEN KIN LUNG	0	International Business, National Taiwan University	Chairman of Probright Technology Inc.

(3) Mr. Wong Yao Lin had served as independent director for three consecutive terms. Considering his expertise and relevant work experience, he is able to make a positive impact at the Company. When exercising his duties as independent directors, he fully exercised his knowledge and provided professional advice for the board of directors. Therefore, it is proposed to continue to nominate him as independent director of the Company in this election.
(4) The term of office of the re-elected directors is three years, starting from June 27, 2024 to June 26, 2027.

Election Result:

VII. Other Matter

Proposal 1

Topic: Release of the New Directors from Non-Competition Restrictions. (by the Board)

Description: (1) According to the provisions of Article 209 of the Company Law, if a director commits an act within the scope of the company's business for himself or others, he must explain the important content of his act to the shareholders' meeting and obtain its permission. It is proposed to request the shareholders' meeting to lift the non-competition restrictions of the new directors(Including independent directors).

(2) This case was submitted to the shareholders' meeting for resolution in accordance with the law, and the content of the competition was supplemented on the spot before the shareholders' meeting discussed the case.
(3) Please discuss and resolve.

Resolution:

VIII. Extempore Motion

IX. Adjournment

2023 Business Report

Meiloon Industrial Co., Ltd. 2023 Business Report

Over the past year, global retail and manufacturing have faced inventory backlog challenges, especially in the consumer and audio-visual product sectors. Due to drastic changes in market demand, customers have continued to reduce purchase estimates and orders starting from the second half of 2023. Against this backdrop, the economies of Europe and the United States have been affected by persistent inflationary pressures and economic uncertainty, leading consumers to save more and consume less. These factors make market conditions more complex and we expect sales results to remain conservative in the short term.

Faced with the challenges, the company accelerated the adjustment of its customer structure, diversified risks, and actively expanded into non-China sources of production and supply. In addition, we have completed the first phase of construction of the Melon Indonesia factory. The factory has passed the audits of many well-known manufacturers and has obtained certification for production quality. In the next few years, the Indonesian factory will enter a period of rapid growth and become part of the group's strategic competitive advantage.

2023 Business Report is as follows:

Result of Implementation of Business Plan

Based on a comprehensive assessment of our overall operating performance in 2023, the net operating revenue amounted to NT$2,330,720 thousand, down by 33.2% from 2022; the net income after tax was NT$25,511 thousand, with a significant drop of 69.6% compared with that of NT$83,933 thousand in 2022, indicating a decrease of NT$58,422 thousand.

Execution of the Budget: The Company did not announce a 2023 financial forecast.
Analysis of the Company’s financial income and expenditure and its profitability

Unit: In Thousands of New Taiwan Dollars

Net Income for 2023 Net Income for 2022 Totalvariance(unfavorable)	25,511 83,933	(58,422)
variance analysis: decrease in sales revenue Less: decrease in cost of goods sold = Gross profit variance (unfavorable) 2023 Operating Expense Less: 2022 Operating Expense = Operatingexpense variance(favorable)	(1,160,117) 1,000,969 497,699 512,466	(159,148) 14,767

2023 net non-operating income Less: 2022 net non-operating income = net non-operating income variance (unfavorable) 2023 Income tax expense Less: 2022 Income tax expense = Income tax expensevariance(favorable)	233,956 287,035 (32,832) (171,870)	(53,079) 139,038
Total variance (unfavorable)		(58,422)

4. R&D

Our developed products for 2023 are as follows:

Item	Result of R&D	Performance Description
1	25mm thin carbon diaphragm TPCD sound dome tweeter	The thin-layer carbon diaphragm TPCD material sound diaphragm extends the high frequency to 40KHZ, reducing distortion and making the sound performance more delicate.
2	44mm PEEK diaphragm compression tweeter	The 44mm PEEK diaphragm compresses the tweeter and increases the power capacity to 50W.
3	Using GRS-passed PCR environmentally friendly recycled materials, injection molding into existing products	It can be applied to products subject to carbon tariffs in various countries.
4	Party Speaker	The latest generation of party speaker universal Bluetooth speaker system in 2024 can meet all your needs whether it is parties, camping, conference rooms, teaching, or street performances. 1.100W ultra-high power Paired with a 2-inch tweeter and a 6.5-inch woofer unit, the treble is clear and translucent, and the bass is strong and deep, bringing a powerful sound quality experience. 2. Party light show Colorful party light show, let the colors dance with the music to light up your party, a unique immersive audio-visual experience, turning the party into an artistic masterpiece. 3. Enjoy the performance and have fun With a microphone connected, you can sing karaoke to your heart’s content, and with a guitar connected, you can perform to your heart’s content, bringing a wonderful rock and roll experience to the party. 4. Long-lasting battery life of 12 hours of playback

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The rhythm is continuous and uninterrupted, allowing you to release your joy from morning to night. 5. Create sound and light walls Bluetooth 5.3 Auracast is the latest generation of broadcast audio playback function. It can connect countless speakers at the same time to achieve larger and more shocking sound effects, creating a huge sound and light wall to perfectly start the party. 6. Multiple audio source playback Stream your music via Bluetooth, USB flash drive or AUX connection. Whether it is a party, camping, conference room teaching, street performance, dance practice or singing situation, Party Speaker is definitely your party-grade Bluetooth speaker with the highest CP value, and the shocking sound effects will make you excited!

Chairman: Wu Wei-Chung Manager: Wu Ming-Shien Accounting Supervisor: Kuo Li-Jung

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< Appendix 2> Audit Committee Approval Report

Meiloon Industrial Co., Ltd. Audit Committee Approval Report

The Audit Committee has approved the 2023 Financial Statements, Business Report and the Distribution of Profits decided by the Board. The 2023 Financial Statements have been audited by PKF Taiwan which was appointed by the Board and the accountants have issued the unqualified audit report on the 2022 Financial Statements.

The Audit Committee are responsible for overseeing the financial reporting process of the Company.

The matters of 2023 Financial Statements communicated between the certified public accountants and the Audit Committee are as follows:

There were no material matters found under the scope of audit and time period planned by the certified public accountants.
The certified public accountants provide the Audit Committee with a statement that they have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and there are no other relationships and matters that may reasonably be thought to bear on our independence being found.
From the key audit matters communicated, the certified public accountants and Audit Committee have decided (1) sales revenue recognition and (2) inventory valuation are key audit matters.

The Audit Committee has approved the 2023 Financial Statements, Business Report and the Distribution of Profits decided by the Board, all in compliance with applicable regulations, and prepared the report in accordance with Article 14-4 of the Securities and Exchange Act and the Article 219 of the Company Act for your review and approval.

Meiloon Industrial Co., Ltd. 2024 Annual Meeting of Shareholders

Meiloon Industrial Co., Ltd.

Convener of the Audit Committee: Wong Yao-Lin

March 12, 2024

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Independent Auditors’ Report

To Meiloon Industrial Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Meiloon Industrial Co., Ltd., which comprise the Parent Company Only Balance Sheets as of December 31, 2023 and 2022, and the Parent Company Only Statements of Comprehensive Income, Changes in Equity, Cash Flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies from January 1 to December 31, 2023, and 2022.

In our opinion, based on our audit results and auditor’s report by other auditors (please refer to the Other Matters section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows from January 1 to December 31, 2023 and 2022 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Meiloon Industrial Co., Ltd. in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audit results and other auditors’ reports, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

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should be communicated on the audit report are as follows:

I. Recognition of Sales Revenue

Please refer to Note 4.15 of the Parent Company Only Financial Statements for the accounting policy on revenue recognition and Note 6.18 thereof for the description of revenue recognition.

1. Description of key audit matters:

Under the sales pattern of Meiloon Industrial Co. Ltd., it is mainly to deliver goods to customers directly by its manufacturing facilities in accordance with the agreed trade terms, and revenue is recognized when all performance obligations are met and control of the goods has transferred. However, the timing of revenue recognition may be inappropriate due to the fact that the goods have not yet been actually delivered or the ownership of inventory and the risk of loss and control of the goods have not yet been transferred due to different terms and conditions under individual sales contracts. Therefore, we have identified the cut-off and recognition of sales revenue as an area of critical concern in our audit.

Our principal audit procedures with respect to the above key audit matters included the following:
(1) We asked the regulatory authorities about the information to understand and review the procedures for recognizing sales revenue and apply them consistently during the period in which the financial statements were compared.
(2) We understood and tested the effectiveness of the design and execution of internal controls over sales revenue.
(3) We verified various documents for periods before and after the financial statement date to determine that sales, sales returns, and sales allowances have been properly closed.
(4) We conducted spot checks on factory shipment documents and sales orders to confirm the correctness of the transaction conditions and the timing of revenue recognition.

II. Valuation of Inventories

Please refer to Note 4.6 of the Parent Company Only Financial Statements for the accounting policy on inventories, refer to Note 5.2 thereof for the accounting estimates and assumptions uncertainties of inventory valuation; refer to Note 6.5 for the description of recognition of inventories.

1. Description of key audit matters:

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the possibility of impairment involves subjective judgments by management, we have identified the reasonableness of the evaluation of inventory valuation losses as an area of critical concern in our audit.

Our principal audit procedures with respect to the above key audit matters included the following:
(1) We asked the regulatory authorities about the information to understand and review the procedures for provision for allowance for inventory valuation losses and apply them consistently during the period in which the financial statements were compared.
(2) We compared and analyzed the difference between the provision for allowance for inventory valuation losses in previous years and the actual occurrence of write-offs or offsets, and evaluate the reasonableness of the provision policy for allowance for inventory valuation losses.
(3) We verified the appropriateness of the inventory aging report system logic used by management to determine that obsolete inventory items beyond a certain age have been recognized in the statements.
(4) We evaluated the reasonableness of obsolete or damaged inventory items identified individually by management and check them with relevant supporting documents.
(5) We conducted spot checks on the most recent sale or purchase price of inventories at the end of the period to confirm that the inventories have been valued at the lower of cost or net realizable value.

Others

The above parent company only financial statements of PT.MEILOON TECHNOLOGY INDONESIA and AlfaPlus Semiconductor Inc., invested companies accounted for under the equity method, for the years 2023 and 2022, have not been audited by us but by other auditors. Therefore, in our opinion on the financial statements referred to above, the information regarding the aforementioned investments accounted for using the equity method and the shares of profit(loss) of subsidiaries, associates and joint ventures recognized using the equity method, and the related information on the reinvestment business were based on the reports of the other auditors. The aforementioned investments accounted for using the equity method as of December 31, 2023 and December 31, 2022 amounted to NT$895,682 thousand and NT$ 575,647 thousand, respectively, accounting for 11.18% and 7.44% of total asset respectively as of December 31, 2023 and 2022. The aforementioned shares of loss of subsidiaries, associates and joint ventures recognized using the equity method for the years 2023 and 2022 were NT$(117,516) thousand and NT$(71,253) thousand, respectively, accounting for (1,126.28%) and (16.73%) of total comprehensive income of the current period.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as

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management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including members of the Audit Committee) of Meiloon Industrial Co., Ltd. are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

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

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

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Meiloon Industrial Co., Ltd.’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Meiloon Industrial Co., Ltd.’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
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date of our auditor’s report. However, future events or conditions may cause Meiloon Industrial Co., Ltd. to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of investments accounted for using equity method by the invested company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with a statement that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and 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 significant in our audit of the parent company only financial statements of Meiloon Industrial Co., Ltd. for the year ended 2022 and are therefore the key audit matters. In our auditor’s report, we describe these matters unless law or regulation precludes public disclosure about the specific matter or when, in extremely rare circumstances, we determine that such matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

PKF Taiwan

Accountant Lin Yueh-Hsia

Accountant Lee Tsung-Ming

Approval Certificate No. by Securities and Futures Bureau, Financial Supervisory Commission, R.O.C. (formerly the Securities and Futures Commission, Ministry of Finance, R.O.C.): (90) Taiwan-Finance-Securities (VI) No. 145560 Letter

March 12, 2024

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Independent Auditors’ Report

To Meiloon Industrial Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Meiloon Industrial Co., Ltd. and its subsidiaries (“Meiloon Group”), which comprise the Consolidated Statement of Balance Sheet as of December 31, 2023 and 2022, and the Consolidated Statements of Comprehensive Income, Changes in Equity, Cash Flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies from January 1 to December 31, 2023 and 2022.

In our opinion, based on our audit results and other auditors’ reports (please refer to the Other Matters section), the aforementioned consolidated financial statements present fairly, in all material respects, the consolidated financial position of Meiloon Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows from January 1 to December 31, 2023 and 2022 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations developed by the International Financial Reporting Interpretations Committee (IFRIC) or the former Standing Interpretations Committee (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Meiloon Group, in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audit results and other auditors’ reports, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

The key audit matters are those matters that, in our professional judgment, were most significant in our audit of the consolidated financial statements of Meiloon Group for the year ended 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming an audit opinion thereon, and we do not express a separate opinion on these matters. The key audit matters that, in our judgment, should be communicated on the audit report are as follows:

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I. Recognition of Sales Revenue

Please refer to Note 4.16 of the Consolidated Financial Statements for the accounting policy on revenue recognition, and refer to Note 6.22 thereof for the description of revenue recognition.

1. Description of key audit matters:

Under the sales pattern of Meiloon Group, it is mainly to deliver goods to customers directly by its manufacturing facilities in accordance with the agreed trade terms, and revenue is recognized when all performance obligations are met and control of the goods has transferred. However, the timing of revenue recognition may be inappropriate due to the fact that the goods have not yet been actually delivered or the ownership of inventory and the risk of loss and control of the goods have not yet been transferred due to different terms and conditions under individual sales contracts. Therefore, we have identified the cut-off and recognition of sales revenue as an area of critical concern in our audit.

Our principal audit procedures with respect to the above key audit matters included the following:
(1) We asked the regulatory authorities about the information to understand and review the procedures for recognizing sales revenue and apply them consistently during the period in which the financial statements were compared.
(2) We understood and tested the effectiveness of the design and execution of internal controls over sales revenue.
(3) We verified various documents for periods before and after the financial statement date to determine that sales, sales returns, and sales allowances have been properly closed.
(4) We conducted spot checks on factory shipment documents and sales orders to confirm the correctness of the transaction conditions and the timing of revenue recognition.

II. Valuation of Inventories

Please refer to Note 4.7 of the Consolidated Financial Statements for the accounting policy on inventories; refer to Note 5.2 thereof for the accounting estimates and assumptions uncertainties of inventories; refer to Note 6.5 for the description of recognition of inventories.

1. Description of key audit matters:

The value of inventories may be affected by fluctuations in market demand, resulting in losses due to stagnation or obsolescence. When such inventories become outdated or prices decline, the cost of such inventories may not be recovered. As the determination of the possibility of impairment involves subjective judgments by management, we have identified the reasonableness of the evaluation of inventory valuation losses as an area of critical concern in our audit.

19 -
Our principal audit procedures with respect to the above key audit matters included the following:
(1) We asked the regulatory authorities about the information to understand and review the procedures for provision for allowance for inventory valuation losses and apply them consistently during the period in which the financial statements were compared.
(2) We compared and analyzed the difference between the provision for allowance for inventory valuation losses in previous years and the actual occurrence of write-offs or offsets, and evaluate the reasonableness of the provision policy for allowance for inventory valuation losses.
(3) We verified the appropriateness of the inventory aging report system logic used by management to determine that obsolete inventory items beyond a certain age have been recognized in the statements.
(4) We evaluated the reasonableness of obsolete or damaged inventory items identified individually by management and check them with relevant supporting documents.
(5) We conducted spot checks on the most recent sale or purchase price of inventories at the end of the period to confirm that the inventories have been valued at the lower of cost or net realizable value.

Other Matters - Reference to Other Auditors’ Reports

The financial statements of PT. MEILOON TECHNOLOGY INDONESIA, a subsidiary included in the aforementioned consolidated financial statements, have not been audited by us, but by other auditors. Therefore, in our opinion on the consolidated financial statements referred to above, the amounts included in the subsidiary’s financial statements and the related information regarding the reinvestment business were based on the reports of the other auditors. The total assets of the subsidiary as of December 31, 2023 and December 31, 2022 amounted to NT$1,222,493 thousand and NT$1,240,198 thousand, respectively, accounting for 15.78% and 15.41% of the total consolidated assets. The operating revenue for the year ended December 31, 2023 and December 31, 2022 were NT$87,726 thousand and NT$1,223 thousand, respectively, accounting for 3.76% and 0.04% of the net consolidated operating revenue.

The financial statements of AlfaPlus Semiconductor Inc., an invested company accounted for under the equity method, for the years 2023 and 2022, have not been audited by us, but by other auditors. Therefore, in our opinion on the consolidated financial statements referred to above, the information regarding the aforementioned investments accounted for using the equity method and the shares of profit(loss) of associates and joint ventures recognized using the equity method, and the related information on the reinvestment business were based on the reports of the other auditors. The aforementioned investments accounted for using the equity method as of December 31, 2023 and December 31, 2022 amounted to NT$5,880 thousand and NT$4,513 thousand, respectively, accounting for 0.08% and 0.06% of the total consolidated assets. The aforementioned shares of profit (loss) of associates and joint ventures recognized using the equity method for the years 2023 and 2022 were NT$(590) thousand and NT$(1,671) thousand, respectively, accounting for (210.71%) and (0.39%) of

20 -

the total comprehensive income of the current period.

Other Matters - Individual Financial Reports

Meiloon Industrial Co., Ltd. has prepared its individual financial reports for the years 2023 and 2022, on which we have issued an unmodified opinion, including audit on other matters, for information purposes.

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

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

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

Those charged with governance (including the Audit Committee) of Meiloon Group are responsible for overseeing the financial reporting process.

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

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
21 -
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Meiloon Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Meiloon Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Meiloon Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities within the group, in order to express an opinion on the consolidated financial statements. We are responsible for direction, supervision, and performance of the group audit, and we remain solely responsible for our audit opinion.

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

22 -

PKF Taiwan

Accountant Lin Yueh-Hsia

Accountant Lee Tsung-Ming

March 12, 2024

23 -

2023 Financial Statements

Meiloon Industrial Co., Ltd.

PARENT COMPANY ONLY BALANCE SHEET December 31, 2023 and 2022

Code	ASSETS	Note	2023.12.3	1	2022.12.3	Code	LIABILITIES AND EQUITY	Note	2023.12.3	1	2022.12.3	Dollars 1
			Amount	%	Amount				Amount	%	Amount	%
11XX 1100 1110 1136 1150 1170 1180 1220 130X 1410 1470 15XX 1517 1550 1600 1755 1760 1780 1840 1915 1920 1XXX	Current assets Cash and cash equivalents Current financial assets measured at fair value through profit or loss Current financial assets at amortized cost Notes receivable, net Accounts receivable, net Accounts receivable -related parties, net Current income tax assets Inventories, net Prepayments Other current assets Total current assets Non-current assets Non-current financial assets measured at fair value through other comprehensive income Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets, net Deferred income tax assets Prepayments for business facilities Refundable deposits Total non-current assets TOTAL ASSETS	4 and 6.1 4 and 6.2 4 and 6.3 4 and 6.4 4 and 6.4 4, 6.4 and 7 4 and 6.14 4 and 6.5 7 4 and 6.6 4 and 6.7 4, 6.8 and 8 4 and 6.9 4, 6.10 and 8 4 4 and 6.14	$ 57,141 63,213 1,112,274 838 391,976 6,695 781 70,455 5,261 31,022	0.71 0.79 13.88 0.01 4.89 0.08 0.01 0.88 0.06 0.39	$ 276,743 64,527 1,067,558 836 451,502 565 781 131,661 6,497 19,736	21XX 2100 2150 2170 2180 2200 2230 2280 2322 2399 25XX 2540 2572 2580 2612 2630 2640 2645 2XXX 3100 3110 3200 3210 3220 3250 3260 3270 3300 3310 3320 3350 3400 3410 3XXX	Current liabilities Short-term borrowings Notes payable Accounts payable Accounts payable - related parties Other payables Current income tax liabilities Current lease liabilities Long-term borrowings, current portion Other current liabilities, others Total current liabilities Non-current liabilities Long-term borrowings Deferred income tax liabilities, income tax Non-current lease liabilities Long-term payables Long-term deferred revenue Net defined benefit liability, non-current Guarantee deposits received Total non-current liabilities Total liabilities EQUITY Share capital Common stock Capital surplus Capital surplus, additional paid-in capital Capital surplus, treasury stock transactions Capital surplus, donated assets received Capital surplus, changes in equity of investment and joint ventures accounted for using equity me Capital surplus, premium from merger Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other equity Exchange differences on translation of foreign financial statements Total equity TOTAL LIABILITIES AND EQUITY	6.11 and 8 7 4 and 6.14 4 and 6.9 6.12 and 6.20 7 6.12 and 6.20 4 and 6.14 4 and 6.9 4 and 6.12 4 and 6.13 6.15 in associates thod 4	$ 1,040,800 2,047 8,503 1,425,895 67,607 42,995 1,213 450,340 14,572	12.99 0.02 0.11 17.79 0.84 0.54 0.02 5.62 0.18	$ 702,800 1,369 11,796 926,814 80,284 160,345 1,065 389,265 22,662	9.09 0.02 0.15 11.98 1.04 2.07 0.01 5.03 0.29
									3,053,972	38.11	2,296,400	29.68
									463,654 523,685 - 814 10,104 13,310 1,487	5.78 6.53 - 0.01 0.12 0.17 0.02	824,007 527,706 1,213 2,544 17,306 14,177 1,567	10.65 6.82 0.02 0.03 0.22 0.18 0.02
			1,739,656	21.70	2,020,406
			- 5,613,166 441,098 11 98,007 7,656 113,500 700 1,220	- 70.03 5.50 0.00 1.22 0.10 1.42 0.01 0.02	- 5,140,481 374,544 1,455 98,222 14,406 85,423 753 1,839
									1,013,054	12.63	1,388,520	17.94
									4,067,026	50.74	3,684,920	47.62
									1,585,732 5 3,924 16 1,957 382 858,232 2,820 1,511,769 - 16,849	19.78 - 0.05 - 0.02 - 10.71 0.05 18.86 - 0.21	1,585,732 5 3,924 16 - 382 848,462 318,635 1,285,784 9,669	20.50 - 0.05 - - - 10.97 4.12 16.62 0.12
			6,275,358	78.30	5,717,123
			$8,015,014	100.00	$7,737,529
									3,947,988	49.26	4,052,609	52.38
									$8,015,014	100.00	$7,737,529	100.00

(Please refer to Notes and Schedules to Financial Statements)

Chairman: Wu Wei-Chung Manager: Wu Ming-Shien Accounting Supervisor: Kuo Li-Jung

Meiloon Industrial Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

January 1 to December 31, 2023 and 2022

Unit: (In Thousands of New Taiwan Dollars, Except Earnings Per Share that are in New Taiwan Dollars)

2023	2022
$ 2,135,637 1,976,711 158,926 215,218 52,974 92,344 69,900 (56,292) 58,112 18,561 11,485 (33,611) (935) 61,038 114,650 58,358 (21,007) 37,351 (498) 99 (399) (33,148) 6,630 (26,518) (26,917) $ 10,434 $ 0.24 $ 0.24 Amount	$ 3,205,664 2,915,466 290,198 224,947 63,367 85,505 76,075 65,251 28,566 22,609 126,999 (21,864) 3,253 (142,557) 17,006 82,257 11,035 93,292 5,514 (1,102) 4,412 410,381 (82,077) 328,304 332,716 $ 426,008 $ 0.50 $ 0.50 Amount	%
		100.00 90.95
		9.05
		7.01
		1.97 2.67 2.37
		2.04
		0.89 0.71 3.96 (0.68) 0.10 (4.45)
		0.53
		2.57 0.34
		2.91
		0.17 (0.03)
		0.14
		12.80 (2.56)
		10.24
		10.38
		13.29

(Please refer to Notes and Schedules to Financial Statements)

Chairman: Wu Wei-Chung Manager: Wu Ming-Shien Accounting Supervisor: Kuo Li-Jung

Meiloon Industrial Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY January 1 to December 31, 2023 and 2022

Item	Share capital			Capital surplus	Capital surplus			Retained earnings	Unit: In Thousands of Ne $ 1,723,401 $ (318,635) - - (163,959) - (74,037) - (297,325) - 93,292 - 4,412 - - 328,304 97,704 9,669 - - 1,285,784 9,669 - - (9,770) - 315,815 - (126,859) - 37,351 - (399) - - (26,518) 36,952 (26,518) 9,847 - $ 1,511,769 $ (16,849) Unappropriated retained earnings Other equity Exchange differences on translation of foreign financial statements	Unit: In Thousands of Ne $ 1,723,401 $ (318,635) - - (163,959) - (74,037) - (297,325) - 93,292 - 4,412 - - 328,304 97,704 9,669 - - 1,285,784 9,669 - - (9,770) - 315,815 - (126,859) - 37,351 - (399) - - (26,518) 36,952 (26,518) 9,847 - $ 1,511,769 $ (16,849) Unappropriated retained earnings Other equity Exchange differences on translation of foreign financial statements	w Taiwan Dollars Total
		$ 5 - - - - - - - - - 5 - - - - - - - - - $ 5 Capital premium	$ 3,924 - - - - - - - - - 3,924 - - - - - - - - - $ 3,924 Treasury stock transactions	$ 18 (2) - - - - - - - - 16 - - - - - - - - - $ 16 Donated assets received	Use the equity method to calculate changes in the collective equity net assets of $ -	Merger premium	Legal reserve	Special reserve	Unappropriated retained earnings	Exchange differences on translation of foreign financial statements
Balance on January 1, 2022 Refund of unclaimed dividends Appropriation and distribution of retained earnings for 2021: Legal reserve Special reserve Cash dividends - NT$1.5 per share Net Income for 2022 Other comprehensive income (loss) for 2022 (net of tax) Gains (losses) on remeasurements of defined benefit plans Decrease in exchange differences on translation of foreign financial statement Total comprehensive income (loss) for 2022 Capital reduction by cash refund Balance on December 31, 2022 Adjustments for not subscribing in proportion to shareholding in equity method investments Appropriation and distribution of retained earnings for 2022: Legal reserve Special reserve Cash dividends - NT$0.8 per share Net Income for 2023 Other comprehensive income (loss) for 2023 (net of tax) Gains (losses) on remeasurements of defined benefit plans Increase in exchange differences on translation of foreign financial statements Total comprehensive income (loss) for 2023 Difference between consideration and carrying amount of subsidiaries disposed Balance on December 31, 2023	$ 1,982,165 - - - - - - s -					$ 382 - - - - - - -	$ 684,503 - 163,959 - - - - -	$ 244,598 - - 74,037 - - - -	$ 1,723,401 - (163,959) (74,037) (297,325) 93,292 4,412 -	$ (318,635) - - - - - - 328,304	$ 4,320,361 (2) - - (297,325) 93,292 4,412 328,304
	-					-	-	-	97,704	9,669	426,008
	(396,433) 1,585,732 - - - - - - -				- - 1,957 - - - - - -	- 382 - - - - - - -	- 848,462 - 9,770 - - - - -	- 318,635 - - (315,815) - - - -	- 1,285,784 - (9,770) 315,815 (126,859) 37,351 (399) -	- 9,669 - - - - - - (26,518)	(396,433) 4,052,609 1,957 - - (126,859) 37,351 (399) (26,518)
	-					-	-	-	36,952	(26,518)	10,434
	0					-	-	-	9,847	-	9,847
	$ 1,585,732				$ 1,957	$ 382	$ 858,232	$ 2,820	$ 1,511,769	$ (16,849)	$ 3,947,988

Difference between consideration and carrying amount of subsidiaries disposed

(Please refer to Notes and Schedules to Financial Statements)

Chairman: Wu Wei-Chung Manager: Wu Ming-Shien Accounting Supervisor: Kuo Li-Jung

Meiloon Industrial Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

January 1 to December 31, 2023 and 2022

Unit: In Thousands of New Taiwan Dollars

Cash flows from operating activities: Net income before tax for the period Adjustments: Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Reversal of expected credit losses Interest expense Interest income Dividend income Profit from lease modification Other income Loss on disposal and abandonment of property, plant and equipment, net Equity Method Disposal of Investment Losses Share of profit (loss) of associates and joint ventures accounted for using equity method Changes in assets and liabilities related to operating activities Decrease (increase) in financial assets measured at fair value through profit or Increase in notes receivable Decrease in accounts receivable (including overdue receivables) Decrease (increase) in accounts receivable - related parties Decrease in inventories Decrease in prepayments Decrease in other current assets Increase (decrease) in notes payable Decrease in accounts payable Increase in accounts payable - related parties Decrease in other payables Increase (decrease) in other current liabilities Increase (decrease) in long-term payables Decrease in net defined benefit liability Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Income tax refund Income tax paid Net cash generated by (used in) operating activities	$ 58,358 32,974 7,311 935 33,611 (58,112) (5,531) - (7,202) - 862 (61,038) los 1,314 (2) 58,591 (6,130) 61,206 1,236 7,453 678 (3,293) 499,081 (13,148) (8,090) (1,730) (1,365) 597,969 39,373 5,531 (25,926) 0 (163,726) 453,221 2023	2022
		$ 82,257 32,033 8,048 (3,253) 21,864 (28,566) (6,105) (1,306) (7,759) 197 - 142,557 (13,182) (225) 296,247 373 111,429 16,085 8,692 (1,559) (51,255) 79,360 (41,547) 12,436 2,544.00 (3,989)
		655,376 22,981 6,105 (14,413) 994 (2,289)
		668,754

(Carried forward)

(Brought forward)

Cash flows from investing activities: Disposal of financial assets measured at fair value through other comprehensive income - Acquisition of financial assets measured at amortized cost (1,204,523) Disposal of financial assets measured at amortized cost 1,159,807 Acquisition of investments accounted for using equity method (435,825) Acquisition of property, plant and equipment (98,191) Disposal of property, plant and equipment 322 Disposal of investments using the equity method 1,972 Acquisition of intangible assets (487) Increase in prepayments for business facilities (21) Decrease in refundable deposits 619 Receiving dividends from investments using the equity method 0 Other investing activities, disposal of right-of-use assets 0 Net cash generated by (used in) investing activities (576,327) Cash flows from financing activities: Increase in short-term borrowings 7,193,350 Decrease in short-term borrowings (6,855,350) Proceeds from long-term borrowings 70,000 Repayments of long-term borrowings (376,480) Decrease in capital surplus overdue dividends 0 Decrease in guarantee deposits received (80) Cash dividends distributed (126,859) Capital reduction by cash refund 0 Repayments of lease principal (1,077) Net cash outflow from financing activities (96,496) Increase (decrease) in cash and cash equivalents for the period (219,602) Balance of cash and cash equivalents, beginning of year 276,743 Balance of cash and cash equivalents, end of year $ 57,141	8,200 (410,060) 293,674 (153,104) (22,537) 791 - (5,763) (549) 950 745,875 730
	458,207
	6,820,400 (7,118,600) 195,000 (117,022) (2) 0 (297,325) (396,433) (1,377)
	(915,359)
	211,602 65,141
	$ 276,743

(Please refer to Notes and Schedules to Financial Statements)

Chairman: Wu Wei-Chung Manager: Wu Ming-Shien Accounting Supervisor: Kuo Li-Jung

Meiloon Industrial Co., Ltd. and its subsidiaries

Consolidated Statement of Balance Sheet December 31, 2023 and 2022

Code	ASSETS	Note	2023.12.	31	2022.12.	LIABILITIES AND EQUITY	Note	2023.12.	Unit: In Tho 31	usands of New Taiw 2022.12.3	an Dollars 1
			Amount	%	Amount			Amount	%	Amount	%
11XX 1100 1110 1136 1150 1170 1220 130X 1410 1470 15XX 1517 1550 1600 1755 1760 1780 1840 1915 1920 1937 1960 1995 1XXX	Current assets Cash and cash equivalents Current financial assets measured at fair value through profit or loss Current financial assets at amortized cost Notes receivable, net Accounts receivable, net Current tax assets Inventories, net Prepayments Other current assets Total current assets Non-current assets Non-current financial assets measured at fair value through other comprehensive income Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets, net Deferred income tax assets Prepayments for business facilities Refundable deposits Overdue receivables, net Current prepayments for investments Other non-current assets, others Total non-current assets TOTAL ASSETS	4 and 6.1 4 and 6.2 4 and 6.3 4 and 6.4 4, 6.4 and 7 4 and 6.18 4 and 6.5 7 4 and 6.6 4 and 6.7 4, 6.8 and 8 4 and 6.9 4, 6.10 and 8 4 and 6.11 4 and 6.18 6.12 4 and 6.4 6.13	$ 982,785 271,956 2,472,748 838 430,659 1,753 580,304 121,113 81,292	12.69 3.51 31.92 0.01 5.56 0.02 7.49 1.56 1.05	$ 2,275,263 272,288 1,324,431 836 476,458 862 848,650 124,896 55,366	Current liabilities Short-term borrowings Unearned revenue Notes payable Accounts payable Other payables Current tax liabilities Current lease liabilities Long-term borrowings, current portion Other current liabilities, others Total current liabilities Non-current liabilities Long-term borrowings Non-current provisions for employee benefits Deferred income tax liabilities, income tax Non-current lease liabilities Long-term payables Long-term deferred revenue Net defined benefit liability, non-current Guarantee deposits received Total non-current liabilities Total liabilities Equity attributable to owners of the parent Share capital Common stock Capital surplus Capital surplus, additional paid-in capital Capital surplus, treasury stock transactions Capital surplus, donated assets received Capital surplus, changes in equity of investment in associates and joint ventures accounted for using equity method Capital surplus, premium from merger Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other equity Exchange differences on translation of foreign financial statements Non-controlling interests Total equity TOTAL LIABILITIES AND EQUITY	6.14 and 8 6.15 4 and 6.18 4 and 6.9 6.16 and 6.24 6.16 and 6.24 4 4 and 6.18 4 and 6.9 6.15 4 and 6.17 6.19 4 6.19	$ 1,040,800 38,096 2,047 363,474 129,162 43,312 1,213 450,340 15,219	13.43 0.49 0.03 4.69 1.67 0.56 0.02 5.81 0.20	$ 702,800 74,462 1,369 365,846 142,408 173,748 1,065 389,265 26,879	8.73 0.92 0.02 4.55 1.77 2.16 0.01 4.84 0.33
								2,083,663	26.90	1,877,842	23.33
								463,654 155,565 523,685 - 156,234 53,484 18,200 4,298	5.98 2.01 6.76 0.00 2.02 0.69 0.23 0.06	824,007 153,241 527,706 1,213 201,522 60,905 14,177 4,436	10.24 1.90 6.56 0.01 2.50 0.76 0.18 0.06
			4,943,448	63.81	5,379,050
			- 8,374 1,465,670 19,094 945,105 15,334 131,684 108,205 3,075 - 102,885 4,094	- 0.11 18.92 0.24 12.20 0.20 1.70 1.40 0.04 - 1.33 0.05	- 7,285 1,649,219 23,240 694,075 22,381 102,381 86,590 6,234 - 73,657 4,337
								1,375,120	17.75	1,787,207	22.21
								3,458,783	44.65	3,665,049	45.54
								1,585,732 5 3,924 16 1,957 382 858,232 2,820 1,511,769 (16,849) 340,197	20.47 - 0.05 - 0.03 - 11.08 0.04 19.51 (0.22) 4.39	1,585,732 5 3,924 16 - 382 848,462 318,635 1,285,784 9,669 330,791	19.70 - 0.05 - - - 10.54 3.96 15.98 0.12 4.11
			2,803,520	36.19	2,669,399
			$ 7,746,968	100.00	$ 8,048,449
								4,288,185	55.35	4,383,400	54.46
								$ 7,746,968	100.00	$ 8,048,449	100.00

(Please refer to Notes and Schedules to the Consolidated Financial Statements)

Chairman: Wu Wei-Chung Manager: Wu Ming-Shien Accounting Supervisor: Kuo Li-Jung

Meiloon Industrial Co., Ltd. and its subsidiaries

Consolidated Statement of Comprehensive Income

January 1 to December 31, 2023 and 2022

Unit: In Thousands of New Taiwan Dollars (Earnings per share in New Taiwan dollars)

Code	Account Item	Note	2023		2022
			Amount	%	Amount	%
4000 5000 5900 6000 6100 6200 6300 6900 7000 7100 7010 7020 7050 7055 7060 7900 7950 8200 8300 8310 8311 8349 8360 8361 8371 8399 8500 8600 8610 8620 8700 8710 8720 9750 9850	Operating revenue Operating costs Gross profit Operating expenses Selling expenses Administrative expenses R&D expenses Operating loss Non-operating revenue and expenses Interest income Other income Other gains and losses Finance costs Reversal of expected credit losses Share of profit (loss) of associates and joint ventures accounted for using equity method Total non-operating income and expenses Net income before tax Income tax expense Net income for the period Other comprehensive income (loss) Items that will not be reclassified to profit or loss Gains (losses) on remeasurements of defined benefit plans Income tax related to items that will not be reclassified to profit or loss Items that may be reclassified to profit or loss Exchange differences on translation of foreign financial statements Exchange differences on translation of foreign financial statements of associates and joint ventures Income tax related to items that may be reclassified to profit or loss Other comprehensive income (loss) for the period (net of tax) Total comprehensive income (loss) for the period Net profit attributable to: Owners of the parent Non-controlling interests Total comprehensive income is attributable to: Owners of the parent Non-controlling interests Basic earnings per share Diluted earnings per share	4, 6.22 and 7 6.23 6.9, 6.24 and 7 6.9, 6.25 6.26 4 and 6.4 4 and 6.7 4 and 6.18 4 and 6.17 4 and 6.18 4 and 6.7 4 and 6.18 4 and 6.20 4 and 6.20	$ 2,330,720 2,008,634	100.00 86.18	$ 3,490,837 3,009,603	100.00 86.21
			322,086	13.82	481,234	13.79
			497,699	21.35	512,466	14.69
			150,806 231,321 115,572	6.47 9.92 4.96	157,684 235,531 119,251	4.52 6.75 3.42
			(175,613)	(7.53)	(31,232)	(0.90)
			158,479 134,290 (27,699) (37,724) 7,484 (874)	6.80 5.76 (1.19) (1.62) 0.32 (0.04)	87,139 156,399 52,471 (25,883) 18,795 (1,886)	2.50 4.48 1.50 (0.74) 0.54 (0.05)
			233,956	10.03	287,035	8.23
			58,343 (32,832)	2.50 (1.41)	255,803 (171,870)	7.33 (4.92)
			25,511	1.09	83,933	2.41
			(498) 99	(0.02) 0.00	5,514 (1,102)	0.16 (0.03)
			(399)	(0.02)	4,412	0.13
			(31,465) 3 6,630	(1.35) 0.00 0.29	427,427 (508) (82,077)	12.24 (0.02) (2.35)
			(24,832)	(1.06)	344,842	9.87
			(25,231)	(1.08)	349,254	10.00
			$ 280	0.01	$ 433,187	12.41
			$ 37,351 (11,840)		$ 93,292 (9,359)
			$ 25,511		$ 83,933
			$ 10,434 (10,154)		$ 426,008 7,179
			$ 280		$ 433,187
			$ 0.24		$ 0.50
			$ 0.24		$ 0.50

(Please refer to Notes and Schedules to the Consolidated Financial Statements)

Chairman: Wu Wei-Chung Manager: Wu Ming-Shien Accounting Supervisor: Kuo Li-Jung

Meiloon Industrial Co., Ltd. and its subsidiaries

Consolidated Statement of Changes in Equity January 1 to December 31, 2023 and 2022

Unit: In Thousands of New Taiwan Dollars

Item				Equityattr	Equityattr	ibutable to o	wners of theparent	wners of theparent	wners of theparent			Non- controlling interests	Total equity
	Share capital			Capital surplus				Retained earnings		Other equity	Total
		Capital premium	Treasury stock transactions	Donated assets received	Use the equity method to calculate changes in the collective equity net assets of affiliated enterprises	Merger premium	$ 684,503 163,959 - - - - - - - - 848,462 - 9,770 - - - - - - - - $ 858,232 Legal reserve	Special reserve	Unappropriated retained earnings	Exchange differences on translation of foreign financial statements
Balance on January 1, 2022 Refund of unclaimed dividends Appropriation and distribution of retained earnings for 2021: Legal reserve Special reserve Cash dividends - NT$1.5 per share Net income (loss) for 2022 Other comprehensive income (loss) for 2022 (net of tax) Gains (losses) on remeasurements of defined benefit plans Decrease in exchange differences on translation of foreign Total comprehensive income (loss) for 2022 Increase in non-controlling interests Capital reduction by cash refund Balance on December 31, 2022 Adjustments for not subscribing in proportion to shareholding in equity method investments Appropriation and distribution of retained earnings for 2022 Legal reserve Special reserve Cash dividends - NT$0.8 per share Net income (loss) for 2023 Other comprehensive income (loss) for 2023 (net of tax) Gains (losses) on remeasurements of defined benefit plans Increase in exchange differences on translation of foreign Total comprehensive income (loss) for 2023 Increase in non-controlling interests Difference between consideration and carrying amount of subsidiaries disposed Balance on December 31, 2023	$ 1,982,165 - - - - - -	$ 5 - - - - - -	$ 3,924 - - - - - -	$ 18 (2) - - - - - -	$ - - - - - - -	$ 382 - - - - - -		$ 244,598 - 74,037 - - - -	$ 1,723,401 (163,959) (74,037) (297,325) 93,292 4,412 -	$ (318,635) - - - - - 328,304	$ 4,320,361 (2) - - (297,325) 93,292 4,412 328,304	$ 306,601 - - - (9,359) - 16,538	$ 4,626,962 (2) - - (297,325) 83,933 4,412 344,842
	-	-	-	-		-		-	97,704	328,304	426,008	7,179	433,187
	- (396,433)	- -	- -	- -	- -	- -		- -	- 0	- -	- (396,433)	17,011 0	17,011 (396,433)
	1,585,732 - : - - - - - -	5 - - - - - - -	3,924 - - - - - - -	16 - - - - - - -	- 1,957 - - - - - -	382 - - - - - - -		318,635 - - (315,815) - - - -	1,285,784 - (9,770) 315,815 (126,859) 37,351 (399) -	9,669 - - - - - - (26,518)	4,052,609 1,957 - - (126,859) 37,351 (399) (26,518)	330,791 - - - - (11,840) - 1,686	4,383,400 1,957 - - (126,859) 25,511 (399) (24,832)
	-	-	-	-	-	-		-	36,952	(26,518)	10,434	(10,154)	280
	-	- -	- -	- -	- -	- -		- -	- 9,847.00	- -	- 9,847	29,407 (9,847)	29,407 0
	$ 1,585,732	$ 5	$ 3,924	$ 16	$ 1,957	$ 382		$ 2,820	$ 1,511,769	$ (16,849)	$ 3,947,988	$ 340,197	$ 4,288,185

(Please refer to Notes and Schedules to the Consolidated Financial Statements)

Chairman: Wu Wei-Chung Manager: Wu Ming-Shien Accounting Supervisor: Kuo Li-Jung

Meiloon Industrial Co., Ltd. and its subsidiaries

Consolidated Statement of Cash Flows

January 1 to December 31, 2023 and 2022

	Unit: In Thousands of	Unit: In Thousands of	New	Taiwan Dollars
		2023		2022
Cash flows from operating activities:
Net income before tax for the period	$	58,343	$	255,803
Adjustments:
Adjustments to reconcile profit (loss)
Depreciation expense		125,260		122,054
Amortization expense		8,005		8,682
Reversal of expected credit losses		(7,484)		(18,795)
Interest expense		37,724		25,883
Interest income		(158,479)		(87,139)
Dividend income		(5,531)		(6,105)
Loss on disposal and abandonment of property, plant and equipment, net		79		392
Gain on disposal of investment property		(18,068)		-
Prepayments for business facilities transferred to expenses		-		8,689
Property, plant and equipment transferred to expense		156		-
Profit from lease modification		-		(1,306)
Other income		(7,202)		(7,759)
Share of profit (loss) of associates and joint ventures accounted for using equity method		874		1,886
Changes in assets and liabilities related to operating activities
Decrease (increase) in financial assets measured at fair value through profit or loss		332		(20,046)
Increase in notes receivable		(2)		(225)
Decrease in accounts receivable (including overdue receivables)		53,301		334,378
Decrease in inventories		268,346		321,343
Decrease in prepayments		3,783		45,538
Decrease (increase) in other current assets		3,341		(9,456)
Increase (dercease) in unearned revenue		(36,366)		33,952
Increase (decrease) in notes payable		678		(1,559)
Decrease in accounts payable		(2,372)		(533,200)
Decrease in other payables		(17,401)		(75,982)
Increase (decrease) in other current liabilities		(11,660)		12,712
Increase (decrease) in long-term deferred revenue		(219)		470
Increase (decrease) in long-term payables		(45,288)		27,059
Increase in provisions for employee benefits		2,324		8,803
Increase (decrease) in net defined benefit liability		3,525		(3,989)
Cash inflow generated from operations		255,999		442,083
Interest received		129,212		82,103
Dividends received		5,531		6,105
Interest paid		(26,355)		(13,486)
Income tax refund		309		9,849
Income tax paid		(191,004)		(185,489)
Net cash inflow operating activities		173,692		341,165
(Carried forward)

(Brought forward)

Cash flows from investing activities:

Cash flows from investing activities:
Disposal of financial assets measured at fair value through other comprehensive income Acquisition of financial assets measured at amortized cost Disposal of financial assets measured at amortized cost Acquisition of property, plant and equipment Disposal of property, plant and equipment Acquisition of investment property Disposal of investment property Acquisition of intangible assets Decrease (increase) in prepayments for investments Increase in prepayments for business facilities Decrease in refundable deposits Decrease in other investing activities Net cash from outflow investing activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in capital surplus overdue dividends Decrease in guarantee deposits received Cash dividends distributed Capital reduction by cash refund Repayments of lease principal Change in non-controlling interests Net cash from outflow financing activities Effect of exchange rate changes on cash and cash equivalents Decrease in cash and cash equivalents for the period Balance of cash and cash equivalents, beginning of year Balance of cash and cash equivalents, end of year	- (4,284,322) 3,142,061 (178,830) 376 (14,616) 41,552 (648) (30,705) (44,533) 3,159 1,015 (1,365,491) 7,193,350 (6,855,350) 70,000 (376,480) - (138) (126,859) - (1,077) 29,407 (67,147) (33,532) (1,292,478) 2,275,263 $ 982,785	8,200 (1,403,005) 1,450,873 (169,579) 791 (7,577) - (6,877) 6,495 (32,116) 981 730
		(151,084)
		6,820,400 (7,118,600) 195,000 (117,022) (2) (1,542) (297,325) (396,433) (1,377) 17,011
		(899,890)
		275,774
		(434,035) 2,709,298
		$ 2,275,263

(Please refer to Notes and Schedules to the Consolidated Financial Statements)

Chairman: Wu Wei-Chung Manager: Wu Ming-Shien Accounting Supervisor: Kuo Li-Jung

Comparison Table for the Amended Provisions of the Articles of Incorporation

Article	Proposed Amendments	Article	Existing Provisions	Remarks
17	The Board of Directors is organized by the directors; the Board of Directors shall elect a chairman of the Board among the Directors by a majority vote at a meeting attended by over two-thirds of the Directors, The Chairman of the Board represents the Company externally. If the Chairman of the Board is on leave or cannot exercise his/her powers and duties for any reason, a deputy shall be appointed pursuant to the regulations of the Company Act.	17	The Board of Directors is organized by the directors; the Board of Directors shall elect a chairman of the Board among the Directors by a majority vote at a meeting attended by over two-thirds of the Directors, andmay also elect in the same manner a vice chairman of the Board. The Chairman of the Board represents the Company externally. If the Chairman of the Board is on leave or cannot exercise his/her powers and duties for any reason, a deputy shall be appointed pursuant to the regulations of the Company Act.	Cooperate with the company's organizational structure adjustment
27	If there is profit at the end of each fiscal year, Directors’ remuneration is no more than 2% of profit of the current year and employees’ compensation shall be no less than 2% of profit of the current year. However, the Company’s accumulated losses shall be offset first	27	If there is profit at the end of each fiscal year, Directors’and supervisors' remuneration is no more than 2% of profit of the current year and employees’ compensation shall be no less than 2% of profit of the current year. However, the Company’s accumulated losses shall be offset first	Modifications made in line with current practices
31	These Articles of Incorporation were formulated on December 21,1972 …[Omitted] The 36th amendment was made on June 23, 2016 The 37th amendment was made on June 24, 2020 The 38th amendment was made on June 23, 2022 The 39th amendment was made on June 27, 2024	31	These Articles of Incorporation were formulated on December 21,1972 …[Omitted] The 36th amendment was made on June 23, 2016 The 37th amendment was made on June 24, 2020 The 38th amendment was made on June 23, 2022	Add the number and date of this revision

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Articles of Incorporation (before amendment)

Meiloon Industrial Co., Ltd. Articles of Incorporation

Section I General Provisions

Article 1: The name of the company is MEILOON INDUSTRIAL CO., LTD. (美隆工業股份有限公司) (the “Company”), which is duly organized as a company limited by shares under the Company Act of Taiwan. (English name is MEILOON INDUSTRIAL CO., LTD.).
Article 2: The business to be operated by the company is as follow:
Manufacturing, processing and trading of electrical equipment and its parts.
Manufacturing, processing and trading of electronic product, electronic parts and components.
Manufacturing and trading of computer systems and their peripheral equipment.
Import, export and agency business of the aforementioned products and their raw materials.
All business not prohibited or restricted by law, except for those subject to special approval.
F401021 Restrained Telecom Radio Frequency Equipments and Materials Import.
CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing.
Article 3: The Company may act as a guarantor and may invest in other companies for business purpose. The total investment amount by the Company may exceed 40% of paid in capital of the Company.
Article 4: The headquarters of the Company is located in Taoyuan City, Taiwan. The Company may establish or close branches or subsidiaries or factories in Taiwan or overseas upon resolution by the Board of Directors of the Company (“Board” or “Board of Directors”)
Article 5: The company’s announcement method shall be handled in accordance with Article 28 of the Company Act.

Section II Shares

Article 6: The registered capital of the Company shall be three billion New Taiwan Dollars (NT$3,000,000,000), divided into 300 million (300,000,000) shares, with a par value of ten New Taiwan Dollars (NT$10) per share. The Board of Directors is authorized to issue unissued shares in multiple offerings. The company may issue
35 -

employee stock option certificates, and reserve nine million shares in the aforementioned total shares as shares for issuing employee stock option certificates.

Article 6-1: The Company may issue employee stock options at a stock price lower than the market price, or less than the net value per share, with the consent of the shareholders’ meeting representing more than half of the total number of issued shares and the presence of more than two-thirds of the shareholders’ voting rights. The employee stock options may be issued in installments within one year from the date of resolution of the shareholders meeting.
Article 6-2: The Company may repurchase treasury shares at a price lower than the actual average price of repurchased shares and transfer them to employees, provided that it is executed in accordance with relevant laws and the approval of the shareholders meeting.
Article 7: The Company may be exempted from preparing physical share certificate, but shall be subject to the registration at Taiwan Depository and Clearing Corporation.
Article 8: The Company handles its shareholder services in accordance with the “Regulations Governing the Administration Shareholder Services of Public Companies” promulgated by the competent authority.
Article 9: No transfers of shares shall be handled within sixty (60) days before the date of each annual meeting, thirty (30) days before the date of each special meeting, or five (5) days before the date for the distribution of dividends, bonuses, or other interests.

Section III Shareholders’ Meeting

Article 10: There are two types of shareholders’ meeting of the Company, the annual meeting and special meeting.
Article 11: The notice of meeting shall be given to the shareholders at least thirty (30) days prior to an annual meeting, and, at least fifteen (15) days prior to a special meeting.
Article 12: Shareholders have one voting right per share, except that the Company has no voting right under the regulation pursuant to Article 179 of the Company Act.
Article 13: The shareholders’ meetings shall be presided by the Chairman of the Board. If the Chairman of the Board is unable to be present, the Chairman can appoint one of the Directors as the deputy. If the Chairman dose not appoint a deputy, directors shall elect one person from among themselves to serve as chair.
Article 14: Unless otherwise provided by relevant regulations, a meeting of shareholders shall proceed only if attended by shareholders representing more than one-half of
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the total number of issued shares of the Company. Resolutions of a shareholders meeting shall be made at the meeting with the concurrence of a majority of the votes held by the shareholders present at the meeting.

Article 15: A shareholder who is unable to attend the shareholders meeting may authorize another person to attend as proxy, by sending the form provided by the Company affixed with the seal and with scope of proxy to the Company by 5 days prior to the date of shareholders meeting for Company’s safekeeping. A shareholder may only execute one power of attorney and appoint one proxy only. When a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the portion of excessive voting power shall not be counted.

Section IV Directors and Audit Committee

Article 16: The Company shall have nine to thirteen Directors, who shall be elected from legally competent persons at the shareholders meeting and hold office for three years; re-elected Directors may serve consecutive terms. There shall be at least three independent Directors among the number of Directors to be elected referred to above, and the independent Directors shall represent at least one-fifth of the Board. The independent Directors shall be elected at the shareholders’ meeting using the candidate nomination system and from among a list of candidates. The restrictions on professional qualifications, share ownership, concurrent positions held, the manner of nomination, the election of the independent Directors, and other related matters shall comply with applicable laws and regulations prescribed by the competent securities authority. A corporate shareholder may be elected as a director by its representative, and if there are several representatives, they may be elected separately, and the corporate shareholder may reassign any representative at any time to make up the original term. Except for the approval by the competent authority, more than half of the seats shall not be held by spouses or relatives within the second degree of the Directors. After the Company’s public offering of shares, the total shareholding ratio of all directors shall be in accordance with the regulations of the securities competent authority.
Article 16-1: The Company may purchase liability insurance for Directors within the scope of their business.
Article 16-2: As pursuant to the provisions of Article 14-4, of the Securities and Exchange Act, the Company set up the Audit Committee with the entire number of independent Directors. The number, term of office, powers and rules of procedure for meetings of the audit committee shall be stipulated in the audit committee charter
37 -

in accordance with “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies”.

Article 17: The Board of Directors is organized by the directors; the Board of Directors shall elect a chairman of the Board among the Directors by a majority vote at a meeting attended by over two-thirds of the Directors, and may also elect in the same manner a vice chairman of the Board. The Chairman of the Board represents the Company externally. If the Chairman of the Board is on leave or cannot exercise his/her powers and duties for any reason, a deputy shall be appointed pursuant to the regulations of the Company Act.
Article 18: The duties of the Board is as follows:
Review and supervision of annual business plan.
Review of annual budget and financial statements.
Proposal for profits distribution or deficit compensation plan to offset company losses.
Proposal for capital increase/decrease plan.
Proposal for approval of material capital expenditure plans with the amount accounted for 10% of capital or more.
Proposal for approval of branch set-up or closure.
Proposal for amendment of the Company’s Articles of Incorporation.
Proposal for approval of significant contracts and material capital expenditure plans with the amount accounted for 10% of capital or more.
Proposal for approval of the investment in other business or transfer of shares of the investment business.
Approval for significant transactions between the Company and the related parties.
Appointment, dismissal and transfer of personnel in the positions of vice-president or above.
Purchase or disposal of significant assets.
Review and stipulation of significant policies and regulations.
Other powers authorized by regulations and shareholders meeting.
Article 19: The Board shall convene board meeting once every three months, and the subjects for the convening shall be stated in the notice. The directors shall be notified seven days prior to the date of the board meeting by letters, telegrams, telexes or e- mails. Upon emergency, the meeting can be convened at any time.
Article 20: Unless otherwise provided for in the Company Act, the Chairman is responsible for convening the board meeting and be presided in the board meeting. If the Chairman of the Board is on leave or cannot exercise his/her powers and duties for any reason, the Chairman can appoint one of the Directors as the deputy. If
38 -

the Chairman dose not appoint a deputy, directors shall

elect one person from among themselves to serve as chair.

Article 21: Unless otherwise provided for in the Company Act, resolutions of a board meeting shall be made at the meeting with the concurrence of a majority of the votes held by of the directors present at the meeting.
Article 22: A director who is unable to attend the board meeting may authorize another director to attend as proxy. A director may appoint one proxy only.

Section V Manager

Article 23: The company can appoint a chief executive officer, several general managers of business divisions, and deputy general managers by the resolution of the Board. The relevant term of office and powers shall be handled in accordance with Article 31 of the Company Act.

Section VI Accounting

Article 24: The fiscal year of the Company shall be from January 1 to December 31.
Article 25: The Company’s Board of Directors shall prepare the following reports after the end of each fiscal year and forward them to the Audit Committee for audit 30 days prior to the date of annual shareholders meeting. The above-mentioned reports shall forward to the annual shareholders meeting for approval.
Business Report.
Financial Statements.
Proposal for profit distribution or deficit compensation.
Article 26: Cash dividends are given priority in the distribution of dividends of the Company, and the ratio of stock dividends distributed is not more than 50% of the total dividends.
Article 27: If there is profit at the end of each fiscal year, Directors’ remuneration is no more than 2% of profit of the current year and employees’ compensation shall be no less than 2% of profit of the current year. However, the Company’s accumulated losses shall be offset first.
Article 28: If there is a surplus in the annual accounts, the Company shall first pay taxes and offset accumulated losses in previous years and then set aside 10% as legal reserve, except when the legal reserve has reached the total amount of capital. After setting aside the special reserve as required by law, if there is still a surplus, the Board of Directors shall prepare a proposal for distribution and submit it to the shareholders’ meeting for resolution.
The distribution of dividends and bonuses of the Company shall be governed by Paragraph 5 of Article 240 of the Company Act. If the cash dividends are
39 -

distributed from its legal reserve or additional paid-in capital regulated, in whole or in part, by Paragraph 1 of Article 241 of the Company Act, the proposal of the cash dividends distribution should be resolved with majority vote with two thirds of the Directors present. The resolution shall report to shareholders meeting.

Section VII Supplementary Provisions

Article 29: The Company’s organizational regulations and working rules shall be separately formulated.
Article 30: Any matters not specified in the Articles of Incorporation shall be handled in accordance with the Company Act.
Article 31: The Articles of Incorporation were formulated on December 21, 1972. The 1st amendment was made on January 9, 1973. The 2nd amendment was made on February 14, 1973. The 3rd amendment was made on March 22, 1978. The 4th amendment was made on October 20, 1978. The 5th amendment was made on November 19, 1979. The 6th amendment was made on June 10, 1981. The 7th amendment was made on February 12, 1989. The 8th amendment was made on December 5, 1989. The 9th amendment was made on May 14, 1990. The 10th amendment was made on June 30, 1990. The 11th amendment was made on December 9, 1992. The 12th amendment was made on April 29, 1994. The 13th amendment was made on April 10, 1995. The 14th amendment was made on September 2, 1995. The 15th amendment was made on December 30, 1996. The 16th amendment was made on June 5, 1997. The 17th amendment was made on June 22, 1997. The 18th amendment was made on July 10, 1997. The 19th amendment was made on July 30, 1997. The 20th amendment was made on June 27, 1998. The 21th amendment was made on June 25, 1999. The 22th amendment was made on May 15, 2000. The 23th amendment was made on April 30, 2001. The 24th amendment was made on April 30, 2001. The 25th amendment was made on June 10, 2002. The 26th amendment was made on June 16, 2003. The 27th amendment was made on June 16, 2003. The 28th amendment was made on June 29, 2004. The 29th amendment was made on June 28, 2005. The 30th amendment was made on June 19, 2006. The 31th amendment was made on June 30, 2008. The 32th amendment was made on June 16, 2009.
40 -

The 33th amendment was made on June 25, 2010. The 34th amendment was made on June 24, 2013. The 35th amendment was made on June 23, 2014. The 36th amendment was made on June 23, 2016. The 37th amendment was made on June 24, 2020. The 38th amendment was made on June 23, 2022.

Meiloon Industrial Co., Ltd.

Chairman: Wu Wei-Chung

41 -

Rules of Procedure for Shareholder Meetings

Meiloon Industrial Co., Ltd. Rules of Procedure for Shareholder Meetings

June 27, 1998 Amendment on June 24, 2015

Unless otherwise specified by law, the Company’s shareholders meetings shall proceed according to the Rules.
A shareholder can appoint another person as proxy to attend the shareholders meeting, by using the power of attorney provided by the Company. The power of attorney shall describe the scope of the proxy.
A shareholder may only execute one power of attorney and appoint one proxy only. The power of attorney should be delivered to the Company 5 days prior to the date of shareholders meeting. The first receipt of power of attorney shall prevail if there are two or more proxies from the same shareholder delivered to the Company, except for an explicit statement to revoke the previous written proxy.
After the power of attorney is delivered to the Company, shareholders who wish to attend the shareholders meeting in person or exercise their voting rights in writing or electronically shall notify the Company in writing of the revocation of the power of attorney two days prior to the date of the shareholders meeting; otherwise, the voting rights exercised by the proxy shall prevail.
The attendance shall be represented based on the attendance cards submitted by the shareholders present. The number of shares represented is calculated based on the submitted attendance cards.
The attendance and resolution is calculated based on the Company’s shares. The number of shares represented during the meeting is calculated based on the total number registered in the attendance log or the submitted attendance cards plus the number of shares with voting rights exercised in writing or through electronic means.
The location of shareholders meeting shall be at the Company’s current location or a location where is convenient for shareholders to attend. The meeting shall not commence earlier than 9 a.m. or later than 3 p.m.
If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman is also on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the Managing Directors to act as the chair, or, if there are no Managing Directors, one of the Directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the Managing Directors or the Directors shall select
42 -

from among themselves one person to serve as chair. For shareholders meetings convened by any authorized party other than the Board of Directors, the convener will act as the meeting chair.

The Company may designate the appointed lawyer, accountant or related personnel to attend the shareholders meeting. Organizers of the shareholders meeting must wear proper identification or arm badges.
The Company shall make an audio or video recording of the proceedings of the shareholders meeting, and the recordings shall be kept for at least 1 year.
The chair shall announce the commencement of the meeting as soon as the appointed time arrives. However, if those in attendance represent less than half of the Company’s current outstanding shares, the chair may announce to postpone the meeting up to two times, for a period totaling no more than 1 hour. If the meeting has been postponed two times but the shareholders present still do not represent a third of the total amount of issued shares, a tentative resolution may be adopted in accordance with Paragraph 1 of Article 175 of the Company Act. Before the end of the meeting, if the number of shares represented by the shareholders reaches more than half of the total number of issued shares, the chair shall present the tentative resolutions to be resolved by the shareholders meeting in accordance with Article 174 of the Company Act.
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 provisions of the preceding paragraph apply to a shareholders meeting convened by a party with the power to convene that is not the Board of Directors. The chair shall not adjourn the meeting prior to completion of meeting agenda of the preceding two paragraphs (including motions), except by a resolution of the shareholders meeting. After the meeting is adjourned, the shareholders shall not elect another chair to continue the meeting at the original or another venue.
When a shareholder attending the meeting wishes to speak, he or she shall first fill out a speech note, specifying therein the major points of his or her speech, account number (or number appeared on attendance pass) and account name. The chair shall determine the sequence of shareholders’ speeches. If a shareholder submits a speech note but does not deliver a speech, no speech shall be deemed to have been made by such shareholder. If the contents of speech are inconsistent with the content of the speech note, the content of speech shall prevail. When an attending shareholder makes a speech, other shareholders may not speak or interrupt unless they obtain the consent of the chair, otherwise the chair shall stop any violation.
Each shareholder shall speak no more than twice, for 5 minutes each, on the same agenda unless otherwise agreed by the chair. If a shareholder violates the above provisions or his or her speech exceeds the scope of the motion, the chair may prevent him/her from doing so.
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When appointing a juristic person to attend an annual shareholders meeting, such juristic person may only designate one person as the representative. When a corporate shareholder has appointed two or more representatives to attend the shareholders meeting, only one representative may speak for one agenda.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
When the chair decides that a proposal has been discussed sufficiently to put it for a vote, the chair may announce the discussion closed and call a vote.
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. Vote counting for proposals or elections at a shareholders’ meeting shall be conducted in public at the place of the meeting. Immediately after vote counting has been completed, the results of the voting, including the tallies of the numbers of votes, shall be announced and be kept for record.
The chair may put the meeting in recess at appropriate times.
When the Company holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. The way to exercise voting rights by correspondence or electronic means is shown on the notice of the shareholders meeting. The shareholders exercising voting rights by correspondence or electronic means are deemed present in person, but it dose not apply to the motions and revision of original proposal in the shareholders meeting. The Company shall not propose the motions and revision of original proposal.
The shareholders exercising voting rights by correspondence or electronic means shall deliver their intention to the Company 2 days prior to the date of a shareholders meeting. The first receipt of intention shall prevail if there are two or more intentions from the same shareholder delivered to the Company, except for an explicit statement to revoke the previous intention.
For the shareholders who wish to attend the shareholders meeting in person after exercising voting rights by correspondence or electronic means, they shall rescind their previous intention in the same manner previously used in exercising voting rights two days prior to the date of the shareholders meeting; otherwise, the exercising voting rights by correspondence or electronic means shall prevail. If a shareholder appoints a proxy to attend a shareholders meeting by exercising voting rights via correspondence or electronic means, the voting rights by the proxy prevail.

Except otherwise provided in the Company Act and Articles of Incorporation, the resolution of a proposal shall require a majority vote represented by the attending shareholders.

The chair or designated person shall announce the total voting shares of attending shareholders and proceed the voting. The voting results of the shareholders’ approval, objection and abstention need to be filed to MOPS on the date of shareholders meeting.

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The chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When there is an amendment or an alternative to a proposal is passed, all other proposals shall be deemed rejected and no further voting is necessary.
The chair may instruct pickets (or security personnel) to help maintain order in the meeting.
The pickets (or security personnel) shall wear armbands with the word “picket” when trying to maintain order.
The Rules for Shareholders’ Meetings and its amendment will take effect after approval by the annual shareholders’ meeting.
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Regulations for Election of Director

Meiloon Industrial Co., Ltd. Regulations for Election of Director

  - May 15, 2000

  - Amendment on July 2, 2021

The election of directors of the Corporation shall proceed according to the Rules.
Directors of the Corporation shall be elected pursuant to a cumulative voting mechanism. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. The number of votes presented by each share shall be the same as the number of directors to be elected and may be consolidated for election of one director candidate or may be split for election amongst multiple director candidates.
The number of votes for independent directors and non-independent directors shall be calculated separately according to the number of directors set forth in the Articles of Association of the Corporation. The top candidates to whom the votes cast represent a prevailing number of votes relative to the other candidates shall be elected sequentially. Where two or more candidates to whom the votes cast represent the same number of votes, and the number of directors is thus exceeded, lots will be drawn to determine the winner, with those with the same number of votes. For those who are not present, the chairman of the shareholders' meeting will draw lots on their behalf.
Before the outset of the voting process, the Chairman shall appoint a number of persons to perform their respective duties as ballot scrutineers and recorders.
The Board of Directors shall prepare numbered ballots corresponding to the number on the attendance card. The election weight factor represented by each ballot shall also be specified on the ballots.
Voters shall fill the shareholder account number or identification number of the candidate in the "candidate" column of the ballot. Provided, however, if the candidate is a juristic-person shareholder, the name of the juristic-person shall be filled in the "candidate" column of the ballot, or both the name of juristic-person and its representative may be filled in such column.
A ballot is void under any of the following circumstances:
(1). A ballot which was not prepared pursuant to this Rule.
(2). A blank ballot which was cast into the ballot box.
(3). Illegible or altered handwriting.
(4). If the candidate filled in is a shareholder, the name of the candidate filled in is inconsistent with the shareholder register.
(5). A ballot with other written characters in addition to the name and account number or identification number of the candidate.
(6).The name to be elected is the same as that of other shareholders, but the shareholder
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account number or identification number is not filled in for identification.

After the voting is completed, the votes will be counted on the spot, and the results will be announced on the spot by the chairman or the designated emcee.
The company shall issue notification to the directors elected.
Matters not prescribed in the Rules shall be conducted in accordance with the Company Act and related laws and regulation.
The Rules and its amendment will take effect after approval by the annual shareholders’ meeting.
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Current Shareholding of Directors

In accordance with Article 26 of Securities and Exchange Act and “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, the minimum number of shares held by all directors of the Company shall be 9,514,394 shares.
As of April 29, 2024, the share registration closure date for shareholders meeting, the shareholding of individual director and all directors recorded in the shareholder register is as follows.

as follows.
Title	Name	Date of Election	Shareholding (shares) on the Date of Election		Shareholding (shares) on April 29
			Number of Shares	Shareholding Ratio	Number of Shares	Shareholding Ratio
Chairman	Wu Wei-Chung	2021.07.02	4,505,030	2.27%	3,604,024	2.27%
Vice Chairman	Wu Ming-Shien	2021.07.02	2,366,991	1.19%	2,043,592	1.29%
Director	Famingo Pte Ltd. Corporate Representative: Law Wang-Chak Waltery	2021.07.02	36,162,084	18.24%	28,929,666	18.24%
Director	Famingo Pte Ltd. Corporate Representative: Lam Hin-Lap Michael	2021.07.02	36,162,084	18.24%	28,929,666	18.24%
Director	Wu Yuan-Mei	2021.07.02	2,008,490	1.01%	1,820,968	1.15%
Director	Wu Jen-Horn	2021.07.02	25,978	0.01%	20,782	0.01%
Director	Wu Tan-Chin	2021.07.02	2,561,048	1.29%	2,048,838	1.29%
Independent Director	Wong Yao-Lin	2021.07.02	-	-	-	-
Independent Director	Chu Rueen-Fong	2021.07.02	-	-	-	-
Independent Director	Chen Kin-Lung	2021.07.02	-	-	-	-
Number of shares held by all directors and ratio to all shares outstanding (%)			47,629,621	24.01%	38,467,870	24.25%

(Note) The change in directors' shareholding is due to the Company's cash capital reduction on September 5, 2022.
The Company’s shareholding of all directors has reached the standard required by law.
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AI assistant

MEILOON — AGM Information 2024

52111_rns_2024-08-22_a7b7cd6b-2955-45b3-bfd9-6401ebdf9166.pdf

Meiloon Industrial Co., Ltd.

Handbook

Meiloon Industrial Co., Ltd. 2024 Annual Meeting of Shareholders Table of Contents

Meiloon Industrial Co., Ltd. Procedure for the 2024 Annual Meeting of Shareholders

Meiloon Industrial Co., Ltd. Agenda of 2024 Annual Meeting of Shareholders

五、Reporting Matters

六、Recognition Matters

、 七 Discussion Matters

八、Election Matter

、 九 Other Matter

、 十 Extempore Motion

、 十一 Adjournment

III. Reporting Matters

Report No. 1

Report No. 2

Report No. 3

Report No. 4

Report No. 5

IV. Recognition Matters

Proposal 1

Proposal 2

Meiloon Industrial Co., Ltd.

Profit Distribution Table

Year 2023

V. Discussion Matters

Proposal 1

VI. Election Matter

Proposal 1

VII. Other Matter

Proposal 1

VIII. Extempore Motion

IX. Adjournment

2023 Business Report

Meiloon Industrial Co., Ltd. 2023 Business Report

4. R&D

< Appendix 2> Audit Committee Approval Report

Meiloon Industrial Co., Ltd. Audit Committee Approval Report

Independent Auditors’ Report

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

I. Recognition of Sales Revenue

1. Description of key audit matters:

II. Valuation of Inventories

1. Description of key audit matters:

Others

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

PKF Taiwan

Accountant Lin Yueh-Hsia

Accountant Lee Tsung-Ming

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

I. Recognition of Sales Revenue

1. Description of key audit matters:

II. Valuation of Inventories

1. Description of key audit matters:

Other Matters - Reference to Other Auditors’ Reports

Other Matters - Individual Financial Reports

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

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

Meiloon Industrial Co., Ltd.

Meiloon Industrial Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

Meiloon Industrial Co., Ltd.

Meiloon Industrial Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(Brought forward)

Meiloon Industrial Co., Ltd. and its subsidiaries

Meiloon Industrial Co., Ltd. and its subsidiaries

Meiloon Industrial Co., Ltd. and its subsidiaries

Meiloon Industrial Co., Ltd. and its subsidiaries

Consolidated Statement of Cash Flows

January 1 to December 31, 2023 and 2022

MEILOON AGM Information 2024

、七 Discussion Matters

、九 Other Matter

、十 Extempore Motion

、十一 Adjournment