Mirle - AGM Information 2023 | FinancialReports.eu

Stock code: 2464

==> picture [181 x 57] intentionally omitted <==

Mirle Automation Corporation

2023 General Shareholders’ Meeting Handbook

May 30, 2023

Page

One. Meeting Procedure ............................................................................................. 1 Two. Meeting Agenda .................................................................................................. 2 I. Reporting Items ................................................................................................. 3 II. Acknowledgments ........................................................................................... 5 III. Questions and Motions .................................................................................. 5 Three. Attachments I. 2022 Business Report ....................................................................................... 6 II. Audit Committee’s Audit Report ........................................................................ 9 III. Comparison Table of the Revised Articles of the Code of Ethical Conduct .... 10 IV. CPA’s Audit Report and 2022 Parent Company-only Financial Statement .... 13 V. CPA’s Audit Report and 2022 Consolidated Financial Statements ................. 23 VI. 2022 Earnings Distribution Table ................................................................. 33

Four. Appendices I. Shareholding status of all directors ................................................................. 34 II. Articles of Incorporation .................................................................................. 35 III. Rules of Procedure for Shareholders’ Meetings ............................................ 44 IV. Codes of Ethical Conduct (before amendment) ........................................... ..46

Mirle Automation Corporation

Procedure for the 2023 General Shareholders' Meeting

I. Call the meeting to order
II. Chairman’s address
III. Report items
IV. Acknowledgments
V. Questions and Motions

VI. Adjournment

Mirle Automation Corporation

Agenda of 2023 General Shareholders' Meeting

Format of Shareholders’ Meeting: Physical Meeting

Date: 9:00 am on May 30, 2023 (Tuesday)

Location: No.3, Yanfa 2nd Rd., Hinchu Science Park, Hsinchu City, Taiwan

(Conference Room, 1st floor of the Company)

One. Call the Meeting to Order

Two. Chairman’s Address

Three. Report Items

I. 2022 Business Report.
II. Audit Committee’s Review Report of 2022 Statements
III. Report on the distribution of employees' compensation and remuneration to directors for 2022.
IV. Report on the distribution of cash dividends from 2022 earnings.
V. Report on the revision of some articles of the Company’s “Code of

Ethical Conduct”.

Four. Proposals

I. 2022 Business Report and Financial Statements
II. Distribution of 2022 Earnings

Five. Questions and Motions

Six. Adjournment

Report items

I. 2022 Business Report your review.

Explanation: Please refer to Pages 6~8 of this handbook (Attachment 1) for the 2022 Business Report.

II. Audit Committee’s Review Report of 2022 Statements for review. Explanation: Please refer to Page 9 of this handbook (Attachment 2) for the Audit Committee’s Audit Report.

III. Distribution of 2022 remuneration to employees and that to directors for review. Explanation:

(I) As is required by Clause 43 of the Articles of Incorporation, at least 1% of the Company's annual profit, if any, shall be appropriated as the remuneration to employees and not more than 2% as the remuneration to directors. Where the Company has any cumulative loss, the profits shall be reserved to offset the loss.
(II) As is required by the foregoing clause, the Company sets aside 1%, equivalent to NTD 5,932,974, to be the remuneration to employees and 1.5%, equivalent to NTD 8,899,462, to be that to directors; all of which are paid in cash.

IV. Report on the distribution of cash dividends from 2022 earnings for review. Explanation:

(I) As is required by Clause 43-1 of the Articles of Incorporation, if earnings are distributed as cash dividends, the Board of Directors is authorized to distribute them by a special resolution and report them to the shareholders.
(II) Based on the resolution reached in the Board of Directors meeting on March 14, 2023, cash dividends worth NTD 351,956,207 will be distributed, that is, NTD 1.8 per share, chopped off to one NTD. The total amount of monetary value of less than one dollar is included in other income of the Company. The Chairman is also authorized to set the base date for distribution of cash dividends, the payout date, and other related matters.
(III) If the number of outstanding shares is affected by the change in the Company’s capital stock and the cash dividends distribution ratio is changed as such, the Chairman is authorized to adjust it.

V. Report on the revision of some articles of the Company’s “Code of Ethical
Conduct” for review.

Explanation:

(I) The revisions are made to go with the setup of the Audit Committee.
(II) Please refer to Pages 10~12 of this handbook (Attachment 3) for the comparison table of articles revised of the Code of Ethical Conduct.

Acknowledgments

The first proposal of the Board of Directors

Cause: 2022 Business Report and Financial Statements for acknowledgment. Explanation:

(I) The 2022 Business Report, Parent Company-only Financial Statement, and Consolidated Financial Statement have been approved through the 7th Board of Directors meeting of the 12th intake and completely audited by the Audit Committee.
(II) Please refer to Pages 6 through 8 (Attachment 1), Pages 13 through 22 (Attachment 4), and Pages 23 through 32 (Attachment 5) of this handbook for the 2022 Business Report, Parent Company-only Financial Statement, and Consolidated Financial Statement.

(III) The above are brought forth for acknowledgement.

Resolution:

The second proposal of the Board of Directors

Cause: Earnings distribution for 2022 for acknowledgment. Explanation:

(I) The 2022 Earnings Distribution Table has been approved through the 7th Board of Directors meeting of the 12th intake and completely audited by the Audit Committee.
(II) Please refer to Page 33 of this handbook (Attachment 6) for the 2022 Earnings Distribution Table.

(III) The above are brought forth for ackowledgment.

Resolution:

Questions and Motions Adjournment

Attachment 1

2022 Business Report

Ladies and gentlemen:

Throughout 2022, the global economy was faced with the Russia-Ukraine War, China lock-down, and port congestion to result in obstructed global supply chain and persistently heated inflation. The Fed responded by raising the interest rate, which further drove excessive funds to flow back to the US. As a result, stock and exchange rate markets around the world suffered drastic changes. Under multiple crises and the turbulent global political and economic situations, respective sectors in Taiwan borne impacts and challenges to a certain extent. This year, with “smart and durable” as the operational focus, we developed “smart, energy-saving, reliable, and durable” automation systems and equipment and became a robust and indispensable partner of first-rate enterprises in the world. The combined net revenue of 2022 came to NTD 10,769,000,000 and the combined after-tax net profit was NTD 520,000,000; the basic after-tax earnings per share was NTD 2.63.

For 2023, the global economy slowed comprehensively; the Russia-Ukraine War is yet to come to an end; the economic recovery strength after the lock-down in China lifted controls remains unknown; and the US continues to increase the interest rate. These are all challenges for us. Despite the impacts from changes in the global situation, the Company focuses on its core competitive advantages and, with “Smart and Durable 2.0” as the operational focus, has improved in terms of marketing, strategy preparation, product positioning, technical innovation, product R&D, manufacturing, construction, and managerial levels, among others. For the coming year, we will go with the international situation, keep track of economic dynamics, and take on challenges while marching forward.

The following is a report of the Company's 2022 operational performance and 2023 business prospect:

I. 2022 Business Report
Results of business plans:

The Company reported consolidated net revenue of NT$10,769 million in 2022, an increase of 9.20% from the previous year. The consolidated after-tax net profit was NT$520 million, a decrease of 1.76% from the previous year. The basic after-tax earnings per share was NT$2.63, a decline of NT$0.07 from the previous year. Despite the unstable global economic situation, the Company demonstrated robust operational performance.

Research and development:
Key technologies successfully developed in this year up to the date when the Annual Report was printed (acquired patents):
(1) Pallet delivery equipment and delivery device
(2) Industrial equipment and cyclonic ventilation device
(3) Pathway test equipment

  - (4) Automated delivery and deployment system

  - (5) Shuttle cart equipment

  - (6) Automatic guided vehicle (AGV)

  - (7) Rail car control system

  - (8) OHT equipment and its sensor control system

  - (9) Rail car system

  - (10) Rail car and visual sensing equipment

  - (11) Precision alignment equipment

  - (12) Mounting equipment

II. Overview of 2023 Business Plan
Business strategies:
- (1) Operational focus: “Smart and durable 2.0” will be the focus.
- (2) Operational goals:
  - Marketing needs to focus primarily on self-owned brands.
  - High-quality intellectual property rights need to be built through R&D.
  - The Quality Assurance System needs to cover all products.
  - Management is comprehensively digitalized and needs to be instantaneous.
Key production/sales policies:
- (1) Technological advantage: Acquire complete system integration technologies and develop automated equipment for energy conservation and environmental protection purposes.
- (2) Product integration: Provide integrated system solutions that enable coordination between logistics, manufacturing, robotics, industrial control, and information systems.
- (3) Operation model: Continue exploring innovative products and technologies in automation, and offer turnkey solutions for sales growth.
- (4) R&D capacity: Strengthen R&D capability in new fields, new products, and new technologies, and produce functional data and analyses on automated equipment and systems.
Future strategies, impacts of the competitive environment, regulatory environment, and the overall business environment:
- (1) Future strategies:
  - Make organizational adjustments in ways that maximize human resources potentials; coordinate talents, partners, and resources of different nations for maximal yield and reduced costs; and share technologies across borders for mutual improvement of competitiveness.
  - Continue exploring a business model that is supported by innovation and competitive advantage; develop proper

management practices for production procedures and knowledge; integrate internal as well as external resources; gain knowledge on market trends; and build Mirle as a local brand everywhere around the world.

Adopt "turnkey marketing" as a means to increase sales and market share.
(2) Impacts of the competitive environment, regulatory environment, and macroeconomic environment:

The Company has adopted appropriate measures and amended internal policies in response to regulatory changes.

We would like to express our most sincere gratitude for the presence and guidance of our shareholders. It is our hope that with the efforts and persistence of our staff and the new technologies and skills, we will be able to continue broadening our horizon and accessing new fields despite the competition. In honor of the essence of doing it right on the first try, we will work for providing highperforming smart equipment and systems and continue to provide customers with the best service, creating the maximum value for shareholders. It is also our hope that the support from our shareholders remains.

We wish all our shareholders A prosperous year ahead

Mirle Automation Corporation Chairman: Sun Houng

Manager: Sun Houng

Head of Accounting: Max Lin

Attachment 2

Audit Committee’s Audit Report

The Board of Directors prepared and submitted the 2022 Business Report, Financial Statements, and Earnings Distribution Proposal. Financial statements, in particular, have been completely audited by CPA Mei-Chen Tsai and CPA Yu-Feng Huang of Deloitte Taiwan, with the Audit Report containing unqualified opinions issued.

The above-mentioned Business Report, Financial Statements, and Earnings Distribution Proposal have been reviewed by the Audit Committee and no discrepancy has been found. Therefore, according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, they are submitted for review and approval.

To:

The 2023 General Shareholders’ Meeting

Mirle Automation Corporation Convener of Audit Committee:

==> picture [112 x 35] intentionally omitted <==

March 14, 2023

Attachment 3

Mirle Automation Corporation Comparison Table of Amendments to the Code of Ethical Conduct

Item	Amended Provision	Current Provision	Descriptions
Article 2	The Code shall apply to the Company’s directors, managers and other employees, hereinafter referredto as “Company’s personnel”.	The Code shall apply to the Company’s directors, ~~supervisors, ~~managers and other employees, hereinafter referredto as “the Company’s personnel”.	The revisions are made to go with the setup of the Audit Committee.
Article 18	The Company shall actively promote ethical principles and encourage the employees to report any known or suspected illegal behavior or violation of the Code of Ethical Conduct to the manager, internal auditor or other appropriate personnel. In order to encourage the employees to report illegal behavior, the Company shall establish a specific whistle- blowing system for anonymous reporting and the employees shall be made aware that the Company will spare no effort to ensure the safety of whistle-blowers and protect them from retaliation.	The Company shall actively promote ethical principles and encourage employees to report any known or suspected illegal behavior or violation of the Code of Ethical Conduct to the ~~supervisor,m~~anager, internal auditor or other appropriate personnel. In order to encourage the employees to report illegal behavior, the Company shall establish a specific whistle-blowing system for anonymous reporting and the employees shall be made aware that the Company will spare no effort to ensure the safety of whistle-blowers and protect them from retaliation.	The revisions are made to go with the setup of the Audit Committee.
Article 19	If an employee violates the regulations of the Code, the employee shall be punished depending on the severity and according to relevant regulations. The same shall	If an employee violates the regulations of the Code, the employee shall be punished depending on the severity and according to relevant regulations. The same shall	The revisions are made to go with the setup of the Audit Committee.

Item	Amended Provision	Current Provision	Descriptions
	be apply to the director of the unit who is aware of the violation and does not make any correction or take any action in accordance with the Company's rules. Where a director or manager's breach of the Code is material, the Company shall handle the breach in accordance with the relevant regulations and immediately disclose his/her title, name, the date and reason of the breach, violated regulations, and handling conditions on the Market Observation Post System. If the personnel who is punished as referred to in the preceding paragraph considers that the punishment is improper, which resulting in infringement of his/her legal rights and interests, he/she may make a complaint through reporting channels for remedies.	be apply to the director of the unit who is aware of the violation and does not make any correction or take any action in accordance with the Company's rules. Where a director~~, supervisor~~ or manager's breach of the Code is material, the Company shall handle the breach in accordance with the relevant regulations and immediately disclose his/her title, name, the date and reason of the breach, violated regulations, and handling conditions on the Market Observation Post System. If the personnel who is punished as referred to in the preceding paragraph considers that the punishment is improper, which resulting in infringement of his/her legal rights and interests, he/she may make a complaint through reporting channels for remedies.
Article 20	If it is necessary to exempt a director or manager from compliance with the Code, a resolution shall be adopted by the Board of Directors, and the exempt personnel's title and name, date of approval of the exemption bythe Board of	If it is necessary to exempt a director~~, supervisor ~~or manager from compliance with the Code, a resolution shall be adopted by the Board of Directors, and the exempt personnel's title and name, date of approval of the exemption bythe Board of	The revisions are made to go with the setup of the Audit Committee.

Item		Amended Provision	Current Provision	Descriptions
		Directors, period for the exemption, and applicable regulations shall be disclosed on the Market Observation Post System for shareholders’ evaluation in order to maintain the Company's rights and interests.	Directors, period for the exemption, and applicable regulations shall be disclosed on the Market Observation Post System for shareholders’ evaluation in order to maintain the Company's rights and interests.
Article 22		The Code shall be implemented and submitted to the shareholders’ meeting upon approval of the Company’s Board of Directors. The same applies to subsequent amendments. 1. Date of adoption and approval: The 10th meeting of the 9th Broad of Directors on December 26, 2014. II. Date of revision:The 2nd meeting of the 12th Broad of Directors on June 20, 2022.	The Code shall be implemented and submitted to the shareholders’ meeting upon approval of the Company’s Board of Directors. The same applies to subsequent amendments. 1. Date of adoption and approval: The 10th meeting of the 9th Broad of Directors on December 26, 2014. II. Date of revision: The 9th meeting of the 11th Broad of Directors on November 9, 2020.	The date of revision is added this time.

Attachment 4

( Parent Company-only Financial Statement)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Mirle Automation Corporation

Opinion

We have audited the accompanying financial statements of Mirle Automation Corporation (the “Corporation”), which comprise the balance sheets as of December 31, 2022 and 2021, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation 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. 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 financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter of the Corporation’s financial statements for the year ended December 31, 2022 is described as follows:

Recognition of income

Construction contract revenue is the Corporation’s major source of revenue (accounting for about 87% of total revenue). According to the International Financial Reporting Standards, the recognition of income is subject to contracts approved by all parties, and

they have promised to fulfill their respective obligations.

Due to the fact that the contract or order may be started before the contract or order is confirmed, there is a risk that the amount of revenue recognized is overestimated; therefore, we considered the authenticity of the contract or order as a significant risk and deemed it as a key audit matter.

The audit procedures performed in response to the aforementioned key audit matter were as follows:

We understood the internal controls of the contracts and orders, and tested the operating effectiveness of the controls.
We confirmed that the recognized construction contract revenue was based on actual contracts or orders.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of 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 financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the 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 the Corporation’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 the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation 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 relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Mei-Chen Tsai and Yu-Feng Huang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 14, 2023

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 27) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 27) Contract assets - current (Notes 4, 5, 21 and 28) Notes receivable (Notes 4, 9, 21 and 27) Accounts receivable (Notes 4, 9, 21 and 27) Receivables from related parties (Notes 4, 21, 27 and 28) Other receivables (Notes 4, 9 and 27) Other receivables from related parties (Notes 4, 27 and 28) Inventories (Notes 4, 5 and 10) Other current assets (Notes 4, 15 and 28) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 27) Investments accounted for using the equity method (Notes 4 and 11) Property, plant and equipment (Notes 4, 12 and 28) Right-of-use assets (Notes 4 and 13) Other intangible assets (Notes 4, 14, 28 and 29) Deferred income tax assets (Notes 4 and 23) Prepayments for equipment Refundable deposits (Note 27) Total non-current assets TOTAL		2022 Amount % $ 1,012,010 8 - - 4,717,201 39 7,799 - 124,027 1 16,167 - 60,242 1 1,349 - 1,388,228 11 65,907 1 7,392,930 61 55,422 - 2,037,581 17 2,261,804 19 225,180 2 53,056 - 16,023 - 2,335 - 99,511 1 4,750,912 39 $ 12,143,842 100		2021 Amount % LIABILITIES AND EQUITY CURRENT LIABILITIES $ 2,110,140 19 Short-term bank loans (Notes 16 and 27) Contract liabilities - current (Notes 4, 5, 21 and 28) 100,078 1 Notes payable (Note 27) 2,692,054 25 Accounts payable (Note 27) 11,813 - Accounts payable to related parties (Notes 27 and 28) 210,664 2 Current income tax liabilities (Notes 4 and 23) 27,730 - Provisions - current (Notes 4 and 18) 97,994 1 Lease liabilities - current (Notes 4, 13 and 27) 10,730 - Current portion of long-term bank loans (Notes 16 and 27) 1,164,415 11 Accrued expenses and other current liabilities (Notes 17, 27 and 28) 71,297 1 Total current liabilities 6,496,915 60 NON-CURRENT LIABILITIES Long-term bank loans (Notes 16 and 27) Deferred income tax liabilities (Notes 4 and 23) 48,697 1 Lease liabilities - non-current (Notes 4, 13 and 27) 1,970,543 18 Net defined benefit liabilities - non-current (Notes 4 and 19) 1,930,797 18 Guarantee deposits received (Note 27) 250,296 2 Other non-current liabilities (Notes 17 and 27) 40,348 - 7,779 - Total non-current liabilities 25,046 - 88,832 1 Total liabilities 4,362,338 40 EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE CORPORATION (Notes 4 and 20) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Exchange differences on the translation of the financial statements of foreign operations Unrealized valuation gain (loss) on financial assets at fair value through other comprehensive income Total shareholders' equity $ 10,859,253 100 TOTAL		2022 Amount % $ 1,413,000 12 1,006,218 8 33,231 - 2,602,273 21 115,627 1 117,239 1 10,174 - 25,794 - 464,723 4 609,293 5 6,397,572 52 936,988 8 11,140 - 209,735 2 260,524 2 271 - 4,000 - 1,422,658 12 7,820,230 64 1,955,312 16 270,290 2 953,456 8 167,859 2 1,104,072 9 (128,817) (1) 1,440 - 4,323,612 36 $ 12,143,842 100		2021
								Amount % $ 300,000 3 1,257,822 12 51,963 - 2,352,798 22 26,676 - 156,769 1 10,688 - 25,500 - 42,724 - 708,104 7 4,933,044 45 1,188,643 11 - - 233,936 2 302,945 3 298 - - - 1,725,822 16 6,658,866 61 1,955,312 18 254,964 2 902,775 8 152,050 2 1,103,145 10 (160,814) (1) (7,045) - 4,200,387 39 $ 10,859,253 100

The accompanying notes are an integral part of the parent company only financial statements.

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 21 and 28) OPERATING COSTS (Notes 4, 10, 22 and 28) GROSS PROFIT REALIZED (UNREALIZED) GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 22 and 28) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit gain (Note 9) Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 22) PROFIT FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Interest income (Note 22) Other income (Notes 14, 22, 25 and 28) Other gains and losses (Notes 22 and 28) Finance costs (Note 22) Share of (loss) gain of subsidiaries and associates (Note 11) Foreign exchange gain (loss), net (Note 31) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 23) NET PROFIT FOR THE YEAR		2022 Amount % $ 9,075,402 100 7,412,619 82 1,662,783 18 420 - 1,663,203 18 433,941 5 446,456 5 430,994 4 (1,047) - 1,310,344 14 (2,843) - 350,016 4 3,228 - 20,501 - (15,146) - (22,167) - (6,763) - 248,796 3 228,449 3 578,465 7 63,741 1 514,724 6		2021
				Amount % $ 8,363,386 100 6,486,725 78 1,876,661 22 (93) - 1,876,568 22 408,372 5 425,101 5 373,714 4 (7,097) - 1,200,090 14 (148) - 676,330 8 4,818 - 16,370 - (6,226) - (11,646) - 11,852 - (81,687) (1) (66,519) (1) 609,811 7 81,915 1 527,896 6 (Continued)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 19, 20 and 27) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain on investments in equity instruments at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on the translation of the financial statements of foreign operations Other comprehensive income (loss) for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 24) Basic Diluted		2022 Amount % $ (17,138) - 8,485 - 31,997 - 23,344 - $ 538,068 6 $ 2.63 $ 2.63		2021
				Amount % $ (21,082) - 600 - (16,410) - (36,892) - $ 491,004 6 $ 2.70 $ 2.70

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Share Capital Shares (In Thousands) Amount 195,531 $ 1,955,312 - - - - - - - - - - - - - - - - 195,531 1,955,312 - - - - - - - - - - - - - - - - 195,531 $ 1,955,312	Capital Surplus	Capital Surplus	Retained Earnings
	Equity Component of Investments in Convertible Associates Bonds Issued Accounted for by the Using the Corporation Equity Method $ 234,579 $ - - - - - - - - 2 - 1,233 - - - - - - 234,579 1,235 - - - - - - - 10 - 15,316 - - - - - - $ 234,579 $ 16,561	Treasury Shares Transactions $ 19,150 - - - - - - - - 19,150 - - - - - - - - $ 19,150
Shares (In Thousands) 195,531 - - - - - - - - 195,531 - - - - - - - - 195,531
			Unappropriated Legal Reserve Special Reserve Earnings $ 852,644 $ 173,348 $ 1,016,226 50,131 - (50,131 ) - (21,298 ) 21,298 - - (391,062 ) - - - - - - - - 527,896 - - (21,082) - - 506,814 902,775 152,050 1,103,145 50,681 - (50,681 ) - 15,809 (15,809 ) - - (430,169 ) - - - - - - - - 514,724 - - (17,138) - - 497,586 $ 953,456 $ 167,859 $ 1,104,072

The accompanying notes are an integral part of the parent company only financial statements.

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit gain Net gain on fair value change of financial assets at fair value through profit or loss Finance costs Interest income Share of loss (gain) of subsidiaries and associates Loss on disposal of property, plant and equipment Reclassify property, plant and equipment as expenses Inventory write-downs (reversed) Unrealized gain on transactions with subsidiaries and associates Realized gain on transactions with subsidiaries and associates Net (gain) loss on foreign currency exchange Changes in operating assets and liabilities Contract assets Notes receivable Accounts receivable Receivable from related parties Other receivables Other receivables - related parties Inventories Other current assets Contract liabilities Notes payable Accounts payable Accounts payable to related parties Provisions Accrued expenses and other current liabilities Net defined benefit liabilities Cash (used in) generated from operations Income tax paid Net cash (used in) generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Cash returns from capital reduction of investments in financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss Acquisition of long-term investments accounted for using the equity method	2022 $ 578,465 127,321 30,892 (1,047) (106) 22,167 (3,228) 6,763 2,843 49 7,500 - (420) (168,081) (2,025,147) 4,117 202,427 11,563 37,864 (729) (230,621) 5,390 (251,604) (18,732) 242,851 88,951 (514) (69,611) (59,559) (1,460,236) (100,375) (1,560,611) 1,760 (100,000) 200,184 (30,100)	2021 $ 609,811 113,133 26,438 (7,097) (384) 11,646 (4,818) (11,852) 148 - (7,820) 93 - 6,354 (196,387) (908) (5,700) 29,562 (50,234) (380) 120,148 27,429 (385,764) 31,487 634,992 19,809 7,557 67,078 (24,527) 1,009,814 (83,456) 926,358 1,001 (420,000) 320,306 (27,550) (Continued)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Acquisition of property, plant and equipment Disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Increase in other receivables from related parties Decrease in other receivables from related parties Acquisition of intangible assets Increase in prepayments for equipment Decrease in prepayments for equipment Interest received Dividends received from subsidiaries Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term bank loans Decrease in short-term bank loans Proceeds from long-term bank loans Repayments of long-term bank loans Decrease in guarantee deposits Repayment of the principal portion of lease liabilities Dividends paid Interest paid Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2022 $ (472,612) 5,432 (10,679) - - 10,110 (37,474) - 22,711 2,941 4,042 (403,685) 3,113,000 (2,000,000) 228,960 (58,616) (27) (25,840) (430,169) (21,176) 806,132 60,034 (1,098,130) 2,110,140 $ 1,012,010	2021 $ (245,692) 1,631 - 25,940 (10,266) - (31,222) (22,047) - 4,858 5,065 (397,976) 320,000 (320,000) 172,400 (5,000) - (24,540) (391,062) (11,611) (259,813) (25,805) 242,764 1,867,376 $ 2,110,140

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)

Attachment 5

( Consolidated Financial Statement)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Mirle Automation Corporation

Opinion

We have audited the accompanying consolidated financial statements of Mirle Automation Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2022 is described as follows:

Recognition of income

Construction contract revenue is the Group’s major source of revenue (accounting for about 82% of total revenue). According to the International Financial Reporting Standards, the recognition of income is subject to contracts approved by all parties, and they have promised to fulfill their respective obligations.

The audit procedures performed in response to the aforementioned key audit matter were as follows:

We understood the internal controls of the contracts and orders, and tested the operating effectiveness of the controls.
We confirmed that the recognized construction contract revenue was based on actual contracts or orders.

Other Matter

We have also audited the parent company only financial statements of Mirle Automation Corporation as of and for the years ended December 31, 2022 and 2021, on which we have issued an unmodified opinion.

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

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

Auditors’ 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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and maintain 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.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 the 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 auditors’ 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 auditors’ report. However, future events or conditions may cause the 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 entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. 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 significance in the audit of the consolidated financial statements for the year ended December 31, 2022, and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are MeiChen Tsai and Yu-Feng Huang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 14, 2023

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 30) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 30) Contract assets - current (Notes 4, 5, and 24) Notes receivable (Notes 4, 10, 24 and 30) Accounts receivable (Notes 4, 10, 24 and 30) Receivables from related parties (Notes 4, 24, 30 and 31) Other receivables (Notes 4, 10 and 30) Other receivables from related parties (Notes 4, 30 and 31) Inventories (Notes 4, 5 and 11) Other current assets (Notes 4, 18 and 31) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 30) Financial assets at amortized cost - non-current (Notes 4, 9 and 30) Investments accounted for using the equity method (Notes 4 and 13) Property, plant and equipment (Notes 4, 14 and 36) Right-of-use assets (Notes 4, 15 and 36) Other intangible assets (Notes 4, 17, 31 and 32) Goodwill (Notes 4 and 16) Deferred income tax assets (Notes 4 and 26) Prepayments for equipment Refundable deposits (Note 30) Total non-current assets TOTAL		2022 Amount % $ 1,977,745 15 25,080 - 5,095,810 39 50,713 - 346,207 3 5,956 - 77,098 1 1,109 - 1,645,076 12 118,793 1 9,343,587 71 55,422 - 132,283 1 87,393 1 2,941,081 23 307,548 2 65,743 1 43,134 - 16,023 - 2,335 - 117,922 1 3,768,884 29 $ 13,112,471 100		2021 Amount % $ 3,152,743 27 100,078 1 2,950,299 25 62,585 1 487,299 4 2,083 - 124,097 1 380 - 1,449,655 12 164,440 1 8,493,659 72 48,697 1 - - 44,991 - 2,627,425 22 334,043 3 54,962 1 42,389 - 7,779 - 25,046 - 102,094 1 3,287,426 28 $ 11,781,085 100

LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bank loans (Notes 19 and 30) Contract liabilities - current (Notes 4, 5, 24, and 31) Notes payable (Note 30) Accounts payable (Note 30) Accounts payable to related parties (Notes 30 and 31) Current tax liabilities (Notes 4 and 26) Provisions - current (Notes 4 and 21) Lease liabilities - current (Notes 4, 15 and 30) Current portion of long-term bank loans (Notes 19 and 30) Accrued expenses and other current liabilities (Notes 20, 30 and 31) Total current liabilities NON-CURRENT LIABILITIES Long-term bank loans (Notes 19 and 30) Deferred income tax liabilities (Notes 4 and 26) Lease liabilities - non-current (Notes 4, 15 and 30) Net defined benefit liabilities - non-current (Notes 4 and 22) Guarantee deposits received (Note 30) Other non-current liabilities (Notes 20 and 30) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE CORPORATION (Notes 4 and 23) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Exchange differences on the translation of the financial statements of foreign operations Unrealized valuation gain (loss) on financial assets at fair value through other comprehensive income Total equity attributable to shareholders of the Corporation NON-CONTROLLING INTERESTS (Notes 4, 23 and 29) Total equity TOTAL		2022 Amount % $ 1,413,000 11 1,078,112 8 93,216 1 3,475,784 26 1,488 - 130,355 1 11,301 - 26,232 - 464,723 4 651,079 5 7,345,290 56 936,988 7 11,140 - 209,845 2 260,524 2 291 - 4,178 - 1,422,966 11 8,768,256 67 1,955,312 15 270,290 2 953,456 7 167,859 1 1,104,072 9 (128,817) (1) 1,440 - 4,323,612 33 20,603 - 4,344,215 33 $ 13,112,471 100		2021
				Amount % $ 300,000 3 1,338,964 11 107,786 1 3,083,183 26 13,133 - 162,977 1 11,626 - 25,931 - 42,724 - 754,548 7 5,840,872 49 1,188,643 10 - - 234,484 2 302,945 3 318 - 77 - 1,726,467 15 7,567,339 64 1,955,312 17 254,964 2 902,775 8 152,050 1 1,103,145 9 (160,814) (1) (7,045) - 4,200,387 36 13,359 - 4,213,746 36 $ 11,781,085 100

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

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 24, 31 and 36) OPERATING COSTS (Notes 4, 11, 25 and 31) GROSS PROFIT OPERATING EXPENSES (Notes 25 and 31) Selling and marketing expense General and administrative expense Research and development expense Expected credit gain (Note 10) Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 25) PROFIT FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Interest income (Note 25) Other income (Notes 17, 25, 28 and 31) Other gains and losses (Notes 25 and 31) Finance costs (Note 25) Share of loss of associates (Note 13) Foreign exchange gain (loss), net (Note 34) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 26) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 22, 23 and 30) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain on investments in equity instruments at fair value through other comprehensive income		2022 Amount % $ 10,769,016 100 8,892,088 82 1,876,928 18 483,653 4 536,240 5 499,116 5 (2,476) - 1,516,533 14 (3,453) - 356,942 4 24,479 - 28,060 - (15,219) - (22,178) - (31,506) - 253,722 2 237,358 2 594,300 6 72,227 1 522,073 5 (17,138) - 8,485 -		2021
				Amount % $ 9,861,403 100 7,816,372 79 2,045,031 21 454,971 5 510,421 5 396,118 4 (8,414) - 1,353,096 14 (537) - 691,398 7 20,979 - 30,834 - (6,233) - (11,658) - (29,116) - (79,604) (1) (74,798) (1) 616,600 6 85,198 1 531,402 5 (21,082) - 600 - (Continued)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on the translation of the financial statements of foreign operations Other comprehensive income (loss) for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO Shareholders of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO Shareholders of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 27) Basic Diluted		2022 Amount % $ 32,002 - 23,349 - $ 545,422 5 $ 514,724 5 7,349 - $ 522,073 5 $ 538,068 5 7,354 - $ 545,422 5 $ 2.63 $ 2.63		2021
				Amount % $ (16,507) - (36,989) - $ 494,413 5 $ 527,896 5 3,506 - $ 531,402 5 $ 491,004 5 3,409 - $ 494,413 5 $ 2.70 $ 2.70

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

(Concluded)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

		Equity Attributable t	Equity Attributable t	Equity Attributable t	o Shareholders of the Corporation
Share Capital		Capital Surplus			Retained Earnings		Other Equity Unrealized Valuation Exchange Gain (Loss) on Differences on Financial Translation Assets of the Financial at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (144,404 ) $ (7,645 ) - - - - - - - - - - - - (16,410) 600 (16,410) 600 - - (160,814 ) (7,045 ) - - - - - - - - - - - - 31,997 8,485 31,997 8,485 - - $ (128,817) $ 1,440
		Equity Component of Convertible Investments Bonds Issued Accounted for by the Using the Corporation Equity Method $ 234,579 $ - - - - - - - - 2 - 1,233 - - - - - - - - 234,579 1,235 - - - - - - - 10 - 15,316 - - - - - - - - $ 234,579 $ 16,561	Treasury Shares Transactions $ 19,150 - - - - - - - - - 19,150 - - - - - - - - - $ 19,150	Total $ 253,729 - - - 2 1,233 - - - - 254,964 - - - 10 15,316 - - - - $ 270,290
Shares (In Thousands) 195,531 - - - - - - - - - 195,531 - - - - - - - - - 195,531	Amount $ 1,955,312 - - - - - - - - - 1,955,312 - - - - - - - - - $ 1,955,312
					Unappropriated Legal Reserve Special Reserve Earnings $ 852,644 $ 173,348 $ 1,016,226 50,131 - (50,131 ) - (21,298 ) 21,298 - - (391,062 ) - - - - - - - - 527,896 - - (21,082) - - 506,814 - - - 902,775 152,050 1,103,145 50,681 - (50,681 ) - 15,809 (15,809 ) - - (430,169 ) - - - - - - - - 514,724 - - (17,138) - - 497,586 - - - $ 953,456 $ 167,859 $ 1,104,072	Total $ 2,042,218 - - (391,062 ) - - 527,896 (21,082) 506,814 - 2,157,970 - - (430,169 ) - - 514,724 (17,138) 497,586 - $ 2,225,387

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

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit gain Net gain on fair value changes of financial assets at fair value through profit or loss Finance costs Interest income Share of loss of associates Loss on disposal of property, plant and equipment Reclassify property, plant and equipment as expenses Loss on disposal of other intangible assets Inventory write-downs (reversed) Net (gain) loss on foreign currency exchange Changes in operating assets and liabilities Contract assets Notes receivable Accounts receivable Receivable from related parties Other receivables Other receivables from related parties Inventories Other current assets Contract liabilities Notes payable Accounts payable Accounts payable to related parties Provisions Accrued expenses and other current liabilities Net defined benefit liabilities Cash (used in) generated from operations Income tax paid Net cash (used in) generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Cash returns from capital reduction of investments in financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss Acquisition of long-term investments accounted for using the equity method	2022 $ 594,300 164,865 33,274 (2,476) (186) 22,178 (24,479) 31,506 3,353 49 100 8,258 (168,081) (2,145,511) 11,975 258,212 (3,873) 47,484 (729) (203,314) 45,647 (260,852) (14,570) 385,977 (11,645) (325) (73,940) (59,559) (1,362,362) (101,953) (1,464,315) 1,760 (134,464) (125,000) 200,184 (58,560)	2021 $ 616,600 150,904 28,764 (8,414) (384) 11,658 (20,979) 29,116 537 - - (7,122) 6,354 (335,275) 171,807 163,799 (90) (65,096) (380) 60,973 10,659 (337,707) 44,339 444,369 7,855 7,270 129,322 (24,527) 1,084,352 (83,044) 1,001,308 1,001 - (420,000) 320,306 (35,371) (Continued)

31 -

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Acquisition of property, plant and equipment Disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Increase in prepayments for equipment Decrease in prepayments for equipment Interest received Acquisition of additional interests in subsidiary Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term bank loans Decrease in short-term bank loans Proceeds from long-term bank loans Repayments of long-term bank loans Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid Interest paid Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2022 $ (480,589) 5,251 (15,828) - (37,927) - 22,711 23,819 (100) (598,743) 3,113,000 (2,000,000) 228,960 (58,616) (27) (26,271) (430,169) (21,187) 805,690 82,370 (1,174,998) 3,152,743 $ 1,977,745	2021 $ (272,473) 175 - 25,843 (32,158) (1,899) - 22,029 - (392,547) 320,000 (320,000) 172,400 (5,000) - (24,859) (391,062) (11,623) (260,144) (37,657) 310,960 2,841,783 $ 3,152,743

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

32 -

Attachment 6

Mirle Automation Corporation

2022 Earnings Distribution Table

Unit: NT$

	Unit: NT$	Unit: NT$
Item Undistributed earnings at the beginning of the period (Note 1) Net income after tax Actuarial gains (losses) included in retained earnings Adjustments to net income after tax Net income after tax plus the amount of items other than net income for the period included in Undistributed earnings for the year Appropriation of legal reserve (10%) Reverse special reserve provided under the law (Explanations 2) Retained earnings for the current period Distribution items: Shareholder bonus - NTD 1.8 in cash Undistributed earnings at the end of the period	Amount
	$606,486,458 $514,723,891 (17,137,655) 497,586,236 1,104,072,694 (49,758,624) 40,481,811 1,094,795,881 (351,956,207) (351,956,207)	$606,486,458 497,586,236 1,104,072,694 (49,758,624) 40,481,811
		$742,839,674

Explanations:

The remaining balance of undistributed earnings at the beginning of the period was NTD 606,486,458 following the distribution for 2021.
The special reserve was adjusted for the translation difference of the financial statements of foreign operating companies and the difference in unrealized gain or loss on valuation of investments in equity instruments measured at fair value through other comprehensive income, which was $40,481,811.

Board Chairman & President: Sun, Hung

Accounting Supervisor: Lin, Fan-Yi

33 -

Appendix 1

Mirle Automation Corporation Shareholding status of all directors

Mirle Automation Corporation Shareholding status of all directors	Mirle Automation Corporation Shareholding status of all directors	Mirle Automation Corporation Shareholding status of all directors	Mirle Automation Corporation Shareholding status of all directors	Mirle Automation Corporation Shareholding status of all directors	Mirle Automation Corporation Shareholding status of all directors	Mirle Automation Corporation Shareholding status of all directors	Mirle Automation Corporation Shareholding status of all directors	Mirle Automation Corporation Shareholding status of all directors	Mirle Automation Corporation Shareholding status of all directors
Record Date: April 1,2023
Title	Name	Elected Date	Shareholding when Elected			Current Shareholding			Remark
			Type	No. of shares	Ratio to current issued shares	Type	No. of shares	Ratio to current issued shares
Chairman	Houng Sun	June 9, 2022	Common stock	3,823,059	1.96%	Common stock	3,823,059	1.96%
Director	Wei-Chen Li, Representative of Lien Sheng Investment Co., Ltd	June 9, 2022	Common stock	8,895,541	4.55%	Common stock	8,895,541	4.55%
Director	Hank Kao, Corporate Representative of I-MEI Foods Co., Ltd.	June 9, 2022	Common stock	11,496,066	5.88%	Common stock	11,496,066	5.88%
Director	Chun-Te Chang	June 9, 2022	Common stock	500,000	0.26%	Common stock	500,000	0.26%
Director	Chang Hsu	June 9, 2022	Common stock	0	0.00%	Common stock	0	0.00%
Director	Chih-Ming Kao	June 9, 2022	Common stock	1,337,983	0.68%	Common stock	1,337,983	0.68%
Independent Director	Chia-Ming Hsu	June 9, 2022	Common stock	63,803	0.03%	Common stock	63,803	0.03%
Independent Director	Paul Hsu	June 9, 2022	Common stock	0	0.00%	Common stock	0	0.00%
Independent Director	Hung-Wen Huang	June 9, 2022	Common stock	0	0.00%	Common stock	0	0.00%
Total			Common stock	26,116,452			26,116,452

Total shares issued as of June 9, 2022: 195,531,226 shares

Total shares issued as of April 1, 2023: 195,531,226 shares

Note: The number of shares which shall be held by all the Company’s directors is 11,731,873 in accordance with the law. As of April 1, 2023, the number of shares held is 26,052,649.

The shares held by independent directors are not included in the shares held by directors.
34 -

Appendix 2

Mirle Automation Corporation

Articles of Incorporation

Chapter I General Provisions

Article 1 The Company is incorporated in accordance with the Company Act of the Republic of China under the name of 盟立自動化股份有限公司 named Mirle Automation Corporation.
Article 2 Through development, manufacturing and sales of automatic systems, critical components and parts with automatic technology, the Company aims to achieve significant profits and growth and drive development of associated industries as well as establish a new automatic industry and industrial product image in Taiwan.
Article 3 The Company is headquartered in the Hsinchu Science Park, sets up factories in Taiwan and may, upon approval of the Broad of Director and the competent authority, establish branches at home and abroad.
Article 4 Deleted.

Chapter II Business

Article 5 (1) CB01010 Manufacture of Mechanical Equipment
(2) CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
(3) CC01080 Electronics Components Manufacturing
(4) CE01010 General Instrument Manufacturing
(5) E601010 Electric Appliance Construction
(6) E603050 Automatic Control Equipment Engineering
(7) E604010 Machinery Installation
(8) EZ05010 Instrument and Meters Installation Engineering
(9) E603010 Cable Installation Engineering
(10) E603090 Lighting Equipments Construction
(11) E606010 Power Consuming Equipment Inspecting and Maintenance
(12) F401010 International Trade
(13) I301010 Information Software Services
(14) IG03010 Energy Technical Services
(15) CF01011 Medical Devices Manufacturing
(16) F213030 Retail Sale of Computers and Clerical Machinery Equipment (Operation is restricted to outside of the Park)
- I. Design, development, production, manufacturing and sale of the following products:
  - (I) Automatic equipment/systems and their components - 35 -

and parts.

  - (II) Software and database for automatic equipment.

  - (III) Industrial radio remote controls.

  - (IV) Traffic signal control devices and traffic signal facilities/systems.

  - (V) Monitors or access control equipment/systems for buildings.

  - (VI) Environmental protection facilities/systems (e.g. for water cleaning or waste water processing, or incinerators).

  - (VII) Mechanical parking facilities, mechanical parking lifts, computer ramp parking facilities

  - (VIII) Medical devices and their automatic manufacturing equipment. (Use for semi-finished and finished products of safety syringes only)

  - (IX) Retail sale of computers and clerical machinery equipment (Operation is restricted to outside of the Park)

II. Project planning, installation, technical advisor and maintenance of the preceding products (except for architectural business).
III. Installation, design, sale and maintenance of electronic appliances.
IV. Related import and export trading business.
V. Related rental business. (The End)
Article 5-1 When the Company becomes a shareholder of limited liability in other companies, the amount of the investment shall be more than 40% of the Company's paid-in-capital.

Chapter III Shares

Article 6 The Company has an authorized capital of NTD25 billion divided into 250 million shares at NT$10 per share, which are issued in installments. 20 million shares out of the 250 million shares shall be reserved for stock warrants, preferred shares with warrants or corporate bonds with warrants. The Board of Directors is authorized to approve, if necessary, the issuance thereof in accordance with related laws.
Article 7 The Company shall reserve 10 to 15% of the new shares issued for capital increase for subscription by the employees.
Article 7-1 The issuance of the Company’s employee stock warrants with a subscription price lower than the closing price of the Company’s common shares on the date of the issuance shall be subject to the resolution adopted by two thirds or more of the votes represented by attending shareholders at a shareholders' meeting attended by shareholders representing a majority of the total number of issued shares.
36 -

Article	7-2	If the Company is to transfer the shares to the employees at a price lower
		than the actual average price of repurchase, the resolution to be made
		thereto shall be adopted by two thirds or more of the votes represented
		by attending shareholders at a recent shareholders' meeting attended by
		shareholders representing a majority of the total number of issued shares
		before the transfer.
Article	8	The Company issues its shares to registered owners only. Share
		certificates are issued with the signatures or seals of the directors
		representing the Company, subject to certification by the competent
		authority or any of its approved institutes.
		The Company is exempted from printing share certificates for the issued
		shares. However, all the issued shares shall be registered in a
		centralized securities depository enterprise.
Article	9	Deleted.
Article	10	With respect to transfer of shares or pledge of rights, an application form
		shall be completed, signed and sealed by the assignor and assignee or
		the pledgor or pledgee and shall be submitted to the Company for
		transfer of ownership or registration. The original shareholder shall be
		entitled to the rights attached to the shares before the transfer of
		ownership. However, if the shares are acquired by inheritance or gift, a
		certificate shall be provided.
Article	11	When a share certificate is missing, lost or stolen, the shareholder or the
		legal owner shall report the event to the police authorities, complete an
		application form for reporting of loss of the share certificate and submit
		the same to the Company for review and registration. The applicant shall
		apply to local jurisdictional courts for public summons according to the
		Public Summons Proceeding in the Code of Civil Procedure. Upon the
		court judgment declaring the lost share certificate invalid, a copy of the
		written judgment shall be provided for re-issuance of a new share
		certificate.
Article	12	The shareholders shall provide their specimen signatures to the
		Company for future reference. The same shall apply to any changes to
		the signatures. The shareholders shall receive the Company’s share
		dividends or exercise any other rights with the signatures kept by the
		Company.
Article	13	If a specimen signature is missing, damaged, lost or stolen, the
		shareholder shall complete an application form for reporting of loss of the
		signature and submit a clear copy of identification documents (If the
		report of the loss is consigned to a third party or is handled through
		correspondence, a signature certificate issued by household registration
		offices shall be provided; for corporates, the certificate shall be submitted
		by mail.) and a new signature card to the Company for review and
		approval of the signature change. The new signature shall take effect on
		the next date of the registration.
Article	14	The transfer of share ownership shall be suspended during sixty days
		prior to an general shareholders’ meeting, during thirty days before
		convening an extraordinary shareholders' meeting or within five days
		prior to the target date fixed by the Company for distribution of dividends,
		bonuses, or other benefits.
Article	15	The Company’s other share affairs shall be handled in accordance with
		the “Regulations Governing the Administration of Shareholder Services of
		Public Companies” and related regulations announced by the competent

37 -

authority.

Chapter IV Shareholders’ Meeting

Article 16 The Company’s shareholders’ meetings are classified into two types as follows: I. General Shareholders’ Meeting. II. Extraordinary Shareholders' Meeting. A general shareholders' meeting is convened by the Broad of Directors within six months after the end of each fiscal year. An extraordinary shareholders’ meeting is to be held whenever it is considered necessary as required by law. The Company’s shareholders’ meetings may take place in the form of video conferencing or in any other way announced by the central competent authority.
Article 17 The amendment to the Company's Articles of incorporation at a shareholders’ meeting shall be subject to the Company Act and related regulations of the government.
Article 18 The shareholders should be noticed 30 days before convening a general shareholders’ meeting and 15 days prior to holding an extraordinary shareholders’ meeting. The date, location and reason for convening the meeting shall be specified in the preceding notification.
Article 19 Unless specified otherwise in laws and regulations, each share is entitled to one vote.
Article 20 If a shareholder is unable to attend a shareholders’ meeting, such shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization. Unless otherwise specified in the Company Act, shareholders’ appointment of proxies to attend shareholders’ meeting shall be in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” announced by the competent authority. The rules related to shareholders’ meetings shall be subject to the Company's “Rules of Procedure for Shareholders’ Meeting”.
Article 21 A shareholders’ meeting shall be convened by the Broad of Directors and chaired by the Chairman. When the Chairman is on leave or unable to perform his/her duty for any reason, the Chairman shall appoint one of the directors to act as the chair; otherwise, the directors shall select from among themselves one director to serve as the chair. If a shareholders’ meeting is convened by a convener other than the Board of Directors, the
38 -

meeting shall be chaired by the convener. In case there are two or more conveners, one shall be elected from among themselves to chair the meeting. Article 22 Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders within 20 days after the meeting. The distribution of the preceding meeting minutes may be effected by means of a public notice. The meeting minutes shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the Company. The attendance book bearing the signatures of attending shareholders and the proxy forms shall be kept for at least one year. If an action is filed by shareholders pursuant to Article 189 of the Company Act, the records shall be retained until the conclusion of the action.

		Chapter V Board of Directors and Audit Committee
Article	23	The Company shall establish 5 to 11 seats for directors in the Broad of
		Directors, who shall be persons of legal competence elected in the
		shareholders’ meeting for a term of three years and may be re-elected for
		a second term. In case no election of new directors is effected after
		expiration of the term of office of existing directors, the term of office of
		the out-going directors shall be extended until the time new directors
		have been elected and assumed their office. When the number of
		vacancies in the Board of Directors equals to one third of the total
		number of directors, the Board of Directors shall call, within 60 days, an
		extraordinary shareholders’ meeting to elect succeeding directors to fill
		the vacancies. The term of office of the succeeding directors shall be
		limited to fulfilling the original term of office of the predecessor.
Article	23-1	As is required by the Securities and Exchange Act, among the directors
		of the Company mentioned above, at least 3 shall be appointed as
		independent directors. The independent directors’ professional
		qualification, shareholding, restrictions on concurrent positions, methods
		of nomination and election and other matters for compliance shall be
		subject to the requirements of the competent authority of securities.
		The directors shall be elected by the candidates’ nomination system from
		the candidate list at a shareholders’ meeting.
Article	24	The Company, according to the Securities and Exchange Act, sets up the
		Audit Committee that consists of all independent directors. For the duties
		of and the rules of procedure and other requirements to be followed by
		the Audit Committee, follow the regulatory requirements of the competent
		authority.

39 -

Article 25

The duties and powers of the Board of Directors are as follows:
I. Proposal for amendment to the Articles of Incorporation.
II. Approval of business plans.
III. Review and approval of the establishment and revocation of branches.
IV. Review and approval of important contracts.
V. Preparation and discussion of the Company’s capital increase, issuance of new shares or merger with other companies.
VI. Review and approval of real estate properties transactions and material capital expenditure.
VII. Review and approval of budgets and final accounting.
VIII. Proposal to shareholders’ meetings for distribution of earnings or covering losses.
IX. Approval of endorsement, acceptance, guarantee and commitment in the name of the Company.
X. Approval of the Company's application with financial institutions for financing, guarantee, acceptance and other external advances and loans.
XI. Approval of acquisition, transfer, grant of special technologies and patents as well as approval of and amendment to contracts for technical cooperation.
XII. Review and approval of re-invesment in related businesses.
XIII. Review and approval of the appointment/discharge of and remuneration to managers.
XIV. Execution of the resolutions of shareholders’ meetings.
XV. Approval of the Company’s business reports submitted at shareholders’ meetings.
XVI. Other duties or powers specified in the Company Act or the Company’s Articles of Incorporation or granted by the resolution adopted at shareholders’ meetings.

Unless otherwise specified in the Company Act, a broad meeting can be held unless a majority of all directors is present, and the resolutions of the meeting shall be adopted by a majority of the attending directors. With respect to the significant matters in Paragraphs 1, 5, 7, 8, 9, 10, 11 and 12, the resolutions shall be adopted by a majority of the directors present at a meeting attended by at least two thirds of all directors.

Article 26 The Board of Directors shall meet at least once every quarter. Article 27 Except that the first broad meeting of each newly elected Broad of Directors shall be convened by the director who received the largest number of votes, all the Board of Directors’ meetings shall be convened by the Chairman. When the Chairman is unable to chair the meeting for any reason, the Chairman shall appoint one of the directors to act as the chair before the meeting; otherwise, the attending directors shall select from among themselves one director to serve as the chair. The Board of Directors may convene via teleconferencing and the directors participating in the teleconference shall be deemed attending the Board session in person. The Board of Directors shall indicate the reasons for the convention and inform each director 7 days before the meeting. However, in case of any emergency, a meeting may be convened at any time. The meeting notice may be sent in writing or by e-mail or fax.

40 -
Article 28 If a director is unable to attend a broad meeting for any reason, the director may appoint another director to attend the meeting by providing a proxy form. However, each director is limited to represent one director only.
Article 29 The Chairman shall externally represents the Company. However, in order to implement the “professional manager” system, the President shall take charge of the Company’s business. The Chairman shall follow the Company's Articles of Incorporation and the resolutions of the shareholders’ meetings and Board of Directors when externally representing the Company.
Article 29-1 With respect to the remuneration for directors, the Board of Directors is authorized to decide the level of remuneration based on directors’ involvements and contributions to the Company’s operations and in reference to peer levels.
Article 30 Deleted. Article 31 Deleted. Article 32 Deleted. Article 33 Deleted. Article 34 Deleted.

Chapter VI Managers

Article 35 The Company shall have one President according to the Company Act, and the appointment thereof shall be determined based on the proposal submitted by the Chairman and approved through the resolution adopted by a majority of directors present at a broad meeting attended by a majority of all directors.
Article 36 Deleted.
Article 37 Deleted. Article 38 Deleted. Article 39 Deleted. Article 40 Deleted.

Chapter VII Accounting

Article 41 The Company’s fiscal year commences on January 1 and ends on December 31 each year. At the end of each fiscal year, the Board of Directors is to prepare the following statements and bring them forth in the General Shareholders’ Meeting as required by law to be ratified. Statements shall be prepared are as follows:
I. Business Report
II. Financial Statements.
III. Proposal for distribution of surplus earnings or covering losses
Article 42 Deleted.
41 -

Article	43	Annual profits concluded by the Company shall be subject to the
		remuneration to employees of no less than 1% and that to directors of no
		more than 2%. Where the Company has any cumulative loss, the profits
		shall be reserved to offset the loss. Employee remuneration may be paid
		in the form of stock or in cash based on the resolution of the Board of
		Directors, and can be distributed to the employees of affiliated
		companies that meet certain requirements. The proposal for the
		remuneration to employees and Directors shall be reported to the
		General Meeting of shareholders.
Article	43-1	The Company's dividend policy shall enable the shareholders to share
		the Company’s earnings and business results and aim at expanding the
		business scale and stabilizing the profitability continuously.
		The Company shall set aside 10% of the remaining balance of each
		fiscal year's earnings as legal reserve, except when the accumulated
		legal reserve has reached the Company's total capital, after making up
		for prior years' losses in addition to paying income tax. The Company
		shall then set aside or reverse the special reserve in accordance with the
		law. If there is any remaining balance, together with the accumulated
		undistributed earnings, at least 30% shall be set aside for dividend
		distribution to shareholders, and the annual cash dividends shall not be
		less than 40% of the total dividends paid in the current year; the board of
		directors shall prepare a proposal for distribution of earnings according to
		actual needs and submit it to the shareholders' meeting for resolution to
		distribute dividends and bonuses to shareholders, with the remaining
		balance reserved.

If the aforementioned earnings are distributed as cash dividends, the Board of Directors is authorized to distribute them by a special resolution and report them to the shareholders.

Chapter VIII Supplementary Provisions

Article 44 The Company’s organizational charter, execution rules and administrative regulations shall be established by the President and shall be implemented upon the approval of the Board of Directors. Article 45 Anything not covered herein shall be handled in accordance with the Company Act and other relevant laws and regulations. Article 46 These Articles of Incorporation were prepared on January 18, 1989, signed by all founders and approved by the Ministry of Economic Affairs on February 2 in the same year. I. The 1st amendment was made on June 16, 1990. II. The 2nd amendment was made on June 13, 1992. III. The 3rd amendment was made on December 2,1992. IV. The 4th amendment was made on January 25, 1994. V. The 5th amendment was made on May 21, 1994. VI. The 6th amendment was made on May 17, 1997. VII. The 7th amendment was made on May 23, 1998. VIII. The 8th amendment was made on June 3, 1999. IX. The 9th amendment was made on June 2, 2000. X. The 10th amendment was made on May 23, 2001.

42 -

XI. The 11th amendment was made on October 9, 2001. XII. The 12th amendment was made on June 14, 2002. XIII. The 13th amendment was made on June 18, 2003. XIV. The 14th amendment was made on May 10, 2004. XV. The 15th amendment was made on May 18, 2005. XVI. The 16th amendment was made on May 30, 2006. XVII. The 17th amendment was made on April 27, 2007. XVIII. The 18th amendment was made on May 27, 2008. XIX. The 19th amendment was made on June 10, 2009. XX. The 20th amendment was made on June 9, 2010. XXI. The 21st amendment was made on June 22, 2011. XXII. The 22nd amendment was made on June 27, 2012. XXIII. The 23rd amendment was made on June 18, 2015. XXIV. The 24th amendment was made on June 15, 2016. XXV. The 25th amendment was made on June 14, 2018. XXVI. The 26th amendment was made on July 29, 2021. XXVII. The 27th amendment was made on June 9, 2022. Article 47 The Articles of Incorporation shall take effect upon the approval and registration of the competent authority. The same shall apply to any amendments thereto.

43 -

Appendix 3

Mirle Automation Corporation Rules of Procedure for Shareholders’ Meetings

Article	1	Unless otherwise specified by the laws and the Articles of Incorporation,
		the matters related to the shareholders’ meetings of Mirle Automation
		Corporation (hereinafter referred to as the Company) shall be handled in
		accordance with the Rules of Procedure for Shareholders’ Meetings.
Article	2	Attending shareholders or proxies may hand in their attendance sign-in
		cards instead of signing. The quantity of shares represented by the
		attending shareholders shall be based on the sign-in cards collected.
Article	3	The chair shall call the meeting to order when the attending shareholders
		and proxies represent a majority of the total number of issued shares. If
		the quorum is not met at the meeting time, the chair may announce a
		postponement of the meeting. When the quorum is still not met after two
		postponements and the attending shareholders and proxies represent
		more than one third of the total number of issued shares, the chair shall
		call the meeting. However, for each proposal, a tentative resolution shall
		be adopted by a majority of the votes represented by the attending
		shareholders according to Article 175 of the Company Act. When a
		tentative resolution is made as referred to in the preceding paragraph, if
		the quantity of shares represented by the attending shareholders meets
		the quorum, the chair may call the meeting and resubmit the tentative
		resolution for a vote by the shareholders’ meeting.
Article	4	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.
		If a shareholders’ meeting is convened by a convener other than the
		Board of Directors, the preceding paragraph shall apply mutatis
		mutandis.
		The chair may not adjourn the meeting until a resolution is reached for
		the two procedures (including impromptu motions) referred to above.
		The shareholders may not elect another chair to continue the meeting at
		the original venue of the meeting or in a new location after the meeting is
		adjourned. However, if the chair adjourns the meeting in violation of the
		rules of procedure, another chair may be elected by a majority of the
		votes represented by the attending shareholders to continue the meeting.
Article	5	Before speaking, an attending shareholder or a proxy must fill in a
		speaker's slip with the attendance card number and his/her name. The
		order in which they speak shall be set by the chair.
Article	6	Each shareholder (or proxy) may not speak on the same proposal for
		more than twice and for more than 5 minutes each time unless otherwise
		permitted by the chair.

44 -

Article	7	If the representative attending the meeting on behalf of a shareholder is a
		corporation, the said corporation may only have one person to attend the
		meeting. When a corporate shareholder appoints two or more
		representatives to attend the shareholders’ meeting, only one of the
		representatives may make a statement.
Article	8	When it is deemed appropriate, the chair may stop the discussion of a
		proposal and have the proposal put to vote.
		Vote monitoring and counting personnel for the voting on proposals shall
		be appointed by the chair, provided that the vote monitoring personnel
		shall be the shareholders of the Company.
		The results of the voting shall be reported on-site immediately and
		recorded in writing.
Article	9	The Company’s shareholders are entitled to one vote for each share
		held.
		Unless otherwise specified in the Company Act, shareholders’
		appointment of proxies to attend shareholders’ meeting shall be in
		accordance with the “Regulations Governing the Use of Proxies for
		Attendance at Shareholder Meetings of Public Companies” announced
		by the competent authority.
Article	10	Unless otherwise provided by the laws, the decision of a proposal shall
		be resolved by a majority of the votes represented by the attending
		shareholders. If no objections are raised following an inquiry by the chair
		to the proposal put to vote at the meeting, the proposal shall be deemed
		to have been passed by a vote by ballot.
Article	11	If a shareholders’ meeting is not over yet, it may be postponed or
		continued according to Article 182 of the Company Act.
Article	12	When a meeting is in progress, the chair may announce a break based
		on time considerations.
Article	13	When an air-raid warning sounds during a meeting, the chair shall
		immediately announce a suspension of the meeting and all the
		participants shall be evacuated. The chair may continue the meeting 1
		hour after the all-clear is sounded.
Article	14	Anything not covered by the Rules shall be handled in accordance with
		the Company Act and the Rules Governing the Conduct of Shareholders’
		Meetings by Public Companies announced by the Securities and Futures
		Bureau under the Ministry of Finance.
Article	15	These Rules shall be subject to approval through the shareholders’
		meeting; the same applies upon revision.

45 -

Appendix 4

Mirle Automation Corporation

Code of Ethical Conduct

Article 1 Purpose and basis of establishment The Code is established to ensure that the Company’s personnel’s behaviors are consistent with ethical standards and to inform the stakeholders of the ethical standards followed by the personnel when performing their duties. Article 2 Applicability The Code shall apply to the Company’s directors, supervisors, managers, and other employees, hereinafter referred to as “the Company’s personnel”. Article 3 Principle of good faith The Company’s personnel shall perform their duties actively and responsibly, focus on teamwork rather than selfishness and abide by the principle of good faith and the highest ethical standards. Article 4 Fair employment and anti-discrimination The Company shall respect the diversified society and offer fair employment and advancement opportunities for our personnel without discriminating on the basis of sex, race, religion, political party, sexual orientation, title, nationality and age in any form. Article 5 Healthy and safe work environment The Company shall provide a safe and healthy work environment for the personnel. The Company's personnel shall jointly maintain the safe and healthy work environment and prevent sexual harassment or any violence or threat. Article 6 Respect of privacy The Company's personnel shall mutually respect personal privacy and shall not spread any rumor or slander. Article 7 Confidentiality The Company's personnel shall carefully retain any known matters or confidential information required for their functions and shall not disclose such matters or information to others or use them for any purpose other than work unless such matters or information are disclosed by the Company or must be provided for performance of duties. The same shall apply after termination of employment. The confidential information referred to in the preceding paragraph includes the Company’s personnel and client information, inventions, business secrets, technical data, product design, manufacturing

46 -

professional knowledge, financial and accounting data, intellectual property rights, and any other undisclosed information which may cause damages to the Company or our clients after being used or disclosed. Article 8 Obligation to prepare and preserve documents and materials appropriately. The Company's personnel shall ensure the correctness and completeness of documented information in any form and retain such information. If any documented information is found missing or damaged, or there is any concealment or misstatement therein, such event shall be reported to the director of the unit to investigate the cause. Article 9 Appropriate protection of the Company's assets The Company's personnel shall protect the Company's assets and use them effectively when performing their duties. The Company's personnel shall avoid interruption, destruction or invasion of any factor to the Company’s data, information systems and network equipment when performing their duties to ensure the confidentiality, completeness and availability of all the data. Article 10 Prohibition of insider trading The Company's personnel shall keep any information known thereby due to their functions, which may have significant impact on the securities price of the Company, in confidential in accordance with the Securities and Exchange Act before such information is disclosed in public, and also, they shall not use the information to conduct insider trading. Article 11 Prevention of conflicts of interests The Company's personnel shall handle the business in an objective and efficient manner and shall not take advantage of his/her function in the Company to achieve improper gains for the following persons or companies:

I. The personnel, his/her spouse or relatives within the second degree of kinship.
II. The companies in which the persons in the preceding subparagraph directly or indirectly having financial interests.
III. The companies in which the personnel concurrently serves as the chairman, or a director or senior manager.

The Company shall pay particular attention to any fund loans, material asset transactions and purchase (sale) trading or guarantees with respect to the persons or companies referred to above. Article 12 Prohibition of pursuit of self-interest When the Company has chances to make profits, the personnel has the responsibility to maintain and maximize the proper earning that can be

47 -

obtained by the Company and shall avoid the following behavior:

I. Take advantage of the Company’s assets, information or the personnel's function to have chances to pursue self-interest for himself/herself or others.
II. Take advantage of the Company’s assets, information or the personnel's function to obtain benefits for himself/herself or others.
III. Compete with the Company.
When the Company has chances to make profits, the personnel has the responsibility to maintain and maximize the proper earning that can be obtained by the Company.
Article 13 Fair trade and treatment The Company's personnel shall fairly treat the parties having business with the Company and shall avoid any unfair behavior. Based on the fair and equitable treatment principle, no preference shall be given to any related parties with which we conduct transactions.
Article 14 Prohibition of gifts, bribery or improper benefits When performing duties, the Company's personnel shall not request, agree to offer, deliver or receive any form of gifts, entertainment, rebates, bribes or improper benefits for the benefit of himself/herself, companies, or third parties.
However, the gifts and entertainment shall be limited to those with respect to social customs and manners or those permitted by the Company.
Article 15 Obligation to report the truth of transactions When the Company's personnel must conduct transactions with others for the purpose of performing their duties, they shall report all information regarding the transactions and shall not conceal or misstate such information, resulting in damages to the Company’s rights and interests.
Article 16 Respect of others’ intellectual property rights
The Company's personnel shall respect and legally use others’ intellectual property rights when performing their duties.
Article 17 Compliance with laws and regulations The Company's personnel shall follow and promote the Securities and Exchange Act and other laws and regulations governing the Company’s activities and shall not violate any laws and regulations on purpose, obtain benefits from purchasers (sellers) by intentionally misleading or manipulating them or in an unfair manner, and make any misstatement to the Company’s products or services.
Article 18 Encouragement of reporting of any illegal behavior or violation of the Code of Ethical Conduct
48 -

The Company shall actively promote ethical principles and encourage the employees to report any known or suspected illegal behavior or violation of the Code of Ethical Conduct to the supervisor, manager, internal auditor or other appropriate personnel. In order to encourage the employees to report illegal behavior, the Company shall establish a specific whistle-blowing system for anonymous reporting and the employees shall be made aware that the Company will spare no effort to ensure the safety of whistle-blowers and protect them from retaliation. Article 19 Discipline and remedies If an employee violates the regulations of the Code, the employee shall be punished depending on the severity and according to relevant regulations. The same shall be apply to the director of the unit who is aware of the violation and does not make any correction or take any action in accordance with the Company's rules.

Where a director, supervisor or manager's breach of the Code is material, the Company shall handle the breach in accordance with the relevant regulations and immediately disclose his/her title, name, the date and reason of the breach, violated regulations, and handling conditions on the Market Observation Post System.
If the personnel who is punished as referred to in the preceding paragraph considers that the punishment is improper, which resulting in infringement of his/her legal rights and interests, he/she may make a complaint through reporting channels for remedies.
Article 20 Procedures for exemption If it is necessary to exempt a director, supervisor or manager from compliance with the Code, a resolution shall be adopted by the Board of Directors, and the exempt personnel's title and name, date of approval of the exemption by the Board of Directors, period for the exemption, and applicable regulations shall be disclosed on the Market Observation Post System for shareholders’ evaluation in order to maintain the Company's rights and interests.
Article 21 Method of disclosure The Company shall disclose the Code of Ethical Conduct established thereby in the Company's annual report and prospectus, and on the Market Observation Post System. The same shall apply to any amendments to the Code.
Article 22 Implementation The Code shall be implemented and submitted to the shareholders’ meeting upon approval of the Company’s Board of Directors. The same applies to subsequent amendments.
49 -
I. Date of adoption and approval: The 10th meeting of the 9th Broad of Directors on December 26, 2014.
II. Date of revision: The 9th meeting of the 11th Broad of Directors on November 9, 2020.
50 -

AI assistant

Mirle — AGM Information 2023

52102_rns_2023-06-05_9c681a96-b4a9-41b2-a007-5808620db5d5.pdf

Mirle Automation Corporation

2023 General Shareholders’ Meeting Handbook

Table of Contents

Mirle Automation Corporation

VI. Adjournment

Mirle Automation Corporation

Agenda of 2023 General Shareholders' Meeting

Three. Report Items

Four. Proposals

Report items

Acknowledgments

Questions and Motions Adjournment

2022 Business Report

Ladies and gentlemen:

Audit Committee’s Audit Report

Mirle Automation Corporation Comparison Table of Amendments to the Code of Ethical Conduct

( Parent Company-only Financial Statement)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Recognition of income

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

( Consolidated Financial Statement)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Recognition of income

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Mirle Automation Corporation

2022 Earnings Distribution Table

Mirle Automation Corporation Shareholding status of all directors

Mirle Automation Corporation

Articles of Incorporation

Chapter III Shares

authority.

Chapter IV Shareholders’ Meeting

Article 25

Chapter VI Managers

Chapter VII Accounting

Chapter VIII Supplementary Provisions

Mirle Automation Corporation Rules of Procedure for Shareholders’ Meetings

Mirle Automation Corporation

Code of Ethical Conduct

More from Mirle

Mirle AGM Information 2023