Mirle - AGM Information 2024 | FinancialReports.eu

Stock code: 2464

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Mirle Automation Corporation

2024 Shareholders’ Meeting Handbook

May 29, 2024

Page

One. Meeting Procedure ................................................................................................................ 1 Two. Meeting Agenda ................................................................................................................... 2 I. Reporting Items .................................................................................................................. 3 II. Proposals ......................................................................................................................... 5 III. Discussions .................................................................................................................... 6 IV. Elections .......................................................................................................................... 7 V. Other Proposals ................................................................................................................. 7 VI. Motions ........................................................................................................................... 7 Three. Appendix I. 2023 Business Report ........................................................................................................ 8 II. Audit Committee’s Report .............................................................................................. 11 III. Removal of managers from competition restrictions .................................................... 12 IV. Independent Auditors’ Report and 2023 Parent Company Only Financial Statements 13 V. Independent Auditors’ Report and 2023 Consolidated Financial Statements ................. 22 VI. 2023 Earnings Distribution Table ................................................................................. 31 VII. Comparison Table of Amendments to the Articles of Incorporation ........................... 32 VIII. Comparison Table of Amendments to the Regulations Governing the Acquisition and Disposal of Assets ................................................................................................. 34 IX. List of Independent Director Candidates ...................................................................... 37 X. Proposal for the Removal of Directors’ Competition Restrictions ................................. 38 Four. Appendices I. Shareholding of Directors ................................................................................................ 39 II. Rules of Procedure for Shareholder Meetings .............................................................. 40 III. Procedures for Election of Directors ............................................................................. 42 IV. The Articles of Incorporation (before amendment) ....................................................... 44 V. Comparison Table of Amendments to the Regulations Governing the Acquisition and Disposal of Assets (before amendment) .......................................................................... 43

Mirle Automation Corporation

2024 Annual General Meeting Procedure

I. Meeting called to order
II. Chairman’s address
III. Reporting Items
IV. Proposals
V. Discussions
VI. Elections
VII. Other Proposals
VIII. Motions
IX. Adjournment

Mirle Automation Corporation

2024 Shareholders’ Meeting Agenda

Method of Shareholders’ Meeting: In-person

Date: May 29 (Wednesday), 2024, 9:00 a.m.

Location: No. 3, Yanfa 2nd Road, Hsinchu Science Park (Conference Room, 1st floor of the

Company)

One. Meeting called to order

Two. Chairman’s Address

Three. Reporting Items

I. 2023 Business Report
II. Audit Committee’s report on audit of 2023 financial statements.

III. Report on the remuneration distribution for employees and directors for 2023.

IV. Report on the distribution of cash dividend from earnings in 2023.
V. Report on the removal of managerial officers’ competition restrictions
Four. Proposed Resolutions
I. 2023 Business Report and Financial Statements.
II. Proposal for distribution of earnings for 2023.

Five. Discussions

I. Amendments to certain provisions of the Company’s “Articles of Incorporation.”
II. Amendments to the “Regulations Governing the Acquisition and Disposal of

Assets” in part.

Six. Elections

By-election of one independent director of the 12th term.

Seven. Other Proposals

Lifting of the business strife limitation for directors..

Eight. Motions

Nine. Adjournment

Reporting Items

I. 2023 Business Report

Clarification: For the 2023 Business Report, please refer to pages 9-11 of this handbook (Appendix 1).

II. Audit Committee’s report on audit of 2023 financial statements.
Clarification: For the Audit Committee’s Report, please refer to page 12 (Appendix 2) of this handbook.

III. Report on the remuneration distribution for employees and directors for 2023. Clarification:

(1) According to Article 43 of the Company’s Articles of Incorporation, if the Company makes a profit in the year, at least 1% of the profit shall be distributed as employee’s remuneration, and no more than 2% as director’s remuneration. Where the Company has any cumulative loss, the profits shall be reserved to offset the loss.
(2) In accordance with the above provisions, the Company provided 1% (NT$2,182,416) remuneration to employees and 1.5% (NT$3,273,623) to directors as remuneration to directors.

IV. Report on the distribution of cash dividend from earnings in 2023. Clarification:

(1) According to Article 43-1 of the Articles of Incorporation, if cash dividends are paid from earnings, the Board of Directors shall be authorized to distribute dividends by special resolution and report to the shareholders’ meeting.
(2) The Company intends to disburse cash dividends totaling NT$97,765,613, equating to NT$0.5 per share, as per the resolution passed by the board of directors on March 12, 2024. Dividends shall be rounded to the nearest whole dollar, and any fractional quantities less than NT$1 shall be ignored and classified as the Company’s other income. The chairman possesses the authority to establish key dates pertaining to the payment and record of cash dividends, as well as other pertinent provisions.
(3) If the number of outstanding shares is affected by subsequent changes in the Company’s share capital, and the ratio of cash dividends distributed to shareholders is changed accordingly, the Chairman shall be authorized to adjust.

V. Report on the removal of managerial officers’ competition restrictions.
Clarification:
(1) The Company’s board of directors has resolved to dismiss the Company’s managers at the Deputy General Manager and above for being bound by the non-competition restrictions on investing or engaging in other duties with the same or similar business scope as the Company’s during the period when they hold the office with the Company.
(2) Please refer to page 9 (Appendix 3) of this handbook for the items on the lifting of restrictions on managerial competition.

Proposals

Case 1 Brought forth by the Board of Directors

Cause: Adoption of the 2023 Business Report and Financial Statements. Clarification:

(1) The Company’s 2023 Business Report, Parent Company Only Financial Statements and Consolidated Financial Statements have been resolved by the 13th meeting of the 12th Board of Directors of the Company, and have been audited by the Audit Committee.
(2) For the 2023 Business Report, Parent Company Only Financial Statements and Consolidated Financial Statements, please refer to pages 9-11 (Appendix 1), pages 14-23 (Appendix 4), and pages 24-33 (Appendix 5) of this handbook.
(3) End of motion, please ratify.

Resolution:

Case 2 Brought forth by the Board of Directors

Cause: Adoption of the 2023 Earnings Distribution Proposal. Clarification:

(1) The Company’s 2023 Earnings Distribution Table have been resolved by the 13th meeting of the 12th Board of Directors of the Company, and have been audited by the Audit Committee.
(2) For the table of 2023 earnings distribution, please refer to page 30 (Appendix 6) of this Handbook.
(3) End of motion, please ratify.

Resolution:

Discussion

Case 1 Brought forth by the Board of Directors

Cause: Proposal for the amendment to the “Articles of Incorporation.” Please proceed to discuss.

Clarification:

(1) Partially revised “Articles of Incorporation” in line with corporate governance planning.
(2) For the Comparison Table of Amendments to the Articles of Incorporation, please refer to page 35 (Appendix 7) of this Handbook.

Resolution:

Case 2 Brought forth by the Board of Directors

Cause: Proposal for the amendment to the “Regulations Governing the Acquisition and Disposal of Assets.” Please proceed to discuss.

Clarification:

(1) Partially revised “Regulations Governing the Acquisition and Disposal of Assets” to accommodate the organizational name change.
(2) For the comparison table of the amendments to the Procedures for the Acquisition or Disposal of Assets, please refer to pages 37-39 of this Handbook (Appendix 8).

Resolution:

Election

Cause: Proposal for the by-election of one independent director for the 12th term. Please

proceed to the election. Proposed by the Board of Directors

Clarification:

(1) One independent director of the current term (12th term) of the Company resigned during his tenure, and one seat of the vacant independent director will be held by a by-election at this shareholders’ meeting, with a term of office starting from May 29, 2024 as of June 8, 2025. (in addition to the original term of office)
(2) The Company adopts the candidate nomination system for the election of independent directors, and the shareholders’ meeting elects the independent directors from the list of candidates. For the educational background, work experience and other relevant information of independent director candidates, please refer to page 38 (Appendix 9) of this Handbook.
(3) For the director election procedure, refer to page 44 of this Handbook (Attachment 3).

Election outcome:

Other Proposals

Causea: Lifting of the business strife limitation for directors. Proposed by the Board of Directors

Clarification:

(1) In accordance with Article 209 of the Company Act.
(2) For the proposed removal of non-compete restrictions for directors who have investment or operations in the same or similar duties as the Company, please refer to page 41 of this Handbook (Appendix 10) for the proposed removal of non-compete restrictions.

Resolution:

Motions

Adjournment

Appendix I

2023 Business Report

Ladies and gentlemen:

Looking back to 2023, the global political and economic situation has been hampered by a number of unexpected factors. First, the Russo-Ukrainian War and the conflict in Israel and Kazakhstan; second, post-pandemic high interest rates and economic weakness caused by high inflation pressure; third, the United States’ chip industry ban has been expanded, and the trade and technology war is still escalating. Fourth, there is the global energy crisis, extreme weather conditions, carbon reduction, and net emissions. A number of unfavorable risk factors may have a further negative impact on the performance of import and export trade, and businesses may delay or cancel their investment plans. We have strengthened our leading position and competitive advantages in the field of intelligent automation by continuously upgrading and optimizing “smart, energy-efficient, reliable, and durable” automation systems and equipment in accordance with the “Knowledge 2.0” strategy we implemented this year. In 2023, the consolidated income amounted to NT$8.813 billion, while the consolidated profit subsequent to taxation stood at NT$180 million, resulting in a basic earnings per share after tax of NT$0.89.

The macro environment remains fraught with unpredictability as 2024 approaches. The economic outlooks of China and the United States are surrounded by uncertainty; the economic policies of major nations will exert an influence on fluctuations in the global financial market; and climate change and geopolitical risks will impact the supply, demand, and prices of energy and raw materials. These factors collectively will persist in their effects on the worldwide economic recovery. The Company has upgraded its marketing, business strategies, product positioning, technological innovation, product research and development, manufacturing and construction, and management standards in response to the “Expansion Realm 2.0” management policy it has adopted in light of the explosive growth of global politics and the economy. We shall adapt to the international environment, remain informed of industry developments, and confront the obstacles in the coming year.

The 2023 business performance and 2024 business outlook are hereby reported as follows:
I. 2023 Business report
Results of business plans:

The consolidated revenue of the company for the fiscal year 2023 was NT$8.813 billion, reflecting a decline of 18.17% in comparison to the preceding year. Comparatively, the consolidated net profit after taxes decreased by 64.99% to NT$180 million in the prior year. Comparatively, the basic earnings per share after tax decreased by NT$1.74 to NT$0.89 in the current year. Notwithstanding the fluctuations in the global economic landscape, the company sustained a steady stream of operational achievements.

Research and development:

Successfully developed key technologies (patents obtained) in the current year and up to the publication date of the annual report:

(1) Semiconductor storage equipment and storage equipment monitoring method
(2) Overhead Hoist Automated Guided Vehicle
(3) Automated Guided Vehicle and Mobile Equipment
(4) Overhead Hoist Transfer
(5) Shuttle cart equipment
(6) Automated Guided Vehicle System
(7) Railcar Control System
(8) Suspended Conveying Equipment and Perceived Control System
(9) Railcar system
(10) Railcars and Vision Sensing equipment
(11) Semiconductor Carrier Access System
(12) Semiconductor Wafer Cassette Retrieval System
(13) Precision Alignment Equipment
(14) Mounting equipment
(15) Omni-wheel Mobile Trolley Equipment
II. Summary of the 2024 business plan
Business strategies:
(1) Management policy: “Expansion Realm 2.0” is the guideline.
(2) Operational goals:
- It is imperative in the field of marketing to remain abreast of the evolving trends within the target industry and endeavor to achieve a position of leadership.
- Concentrate on developing key technologies and gaining a thorough understanding of competitors’ technological paths during research and development. It is critical to construct a favorable intellectual property map.
- Quality assurance ought to provide comprehensive support throughout the product development and service provision processes.
- It is crucial to recognize the operational modes of the capital market and make efficient use of benign funding sources.
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 and combine the collaborative use of various logistics and process equipment, robot applications, industrial control and information systems.
(3) Business model: Continue product innovation and technology in the automation field, provide complete solutions for the entire plant and line, and expand business performance.
(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:
Flexibly adjust the organization to maximize manpower efficiency, integrate multinational talents and collaborative resources to maximize performance and reduce costs; implement cross-border technology sharing to enhance overall combat effectiveness.
Constantly developing innovative and competitive business models and knowledge management systems, establishing industry processes and procedures, integrating and maximizing internal and external resources, understanding market dynamics, and constructing a globally localized Mirle.
Adopt the “Total Marketing Program” model to expand 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 profound appreciation to all of our esteemed shareholders for their attendance and valuable counsel. Your gratitude is sincere. Our goal is for every member of our team to continue working diligently and persistently, embracing emerging technologies and skills in order to expand their knowledge and explore uncharted territories. We are deeply committed to providing exceptional service and operate with a strong sense of dedication. Our objective is to offer smart devices and systems that are energy-efficient, thereby guaranteeing complete customer satisfaction and generating maximum value for our shareholders. We eagerly anticipate your ongoing support.

We wish all our shareholders Full of joy and all the best

Chairman: Houng Sun Manager: Shih-Tung Lin

Head of Accounting: Max Lin

Appendix II

Audit Committee’s Report

The Board of Directors has prepared the Company’s 2023 business report, financial statements and earnings distribution proposal. The financial statements have been audited by Ya-Yun Chang and Yu-Feng Huang, CPAs of Deloitte Taiwan, who have issued an audit report with unqualified opinions.

The above-mentioned business report, financial statements and earnings distribution proposal have been reviewed by the Audit Committee and are found to be in conformity with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Sincerely,

2024 Shareholders’ Meeting

Mirle Automation Corporation Convener of the Audit Committee:

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March 12, 2024

Appendix III

Mirle Automation Corporation Removal of Managers from Competition Restrictions

Name	Proposal for the Removal of Competition Restrictions
Houng Sun, President	Mirle Automation Technology (Shanghai) Co., Ltd. - Director Main Drive Corporation – Director Mirle Perovskite Solar Corp. – Director Shenzhen Hichain & Mirle Automation Co., Ltd. – Director
Shih-Tung Lin, CEO	Mirle Automation Technology (Shanghai) Co., Ltd. - Director Mirle Automation Inter Co., Ltd. - Director Factory Automation International Co., Ltd. - Director IOT Services Information System Corporation – Director Mirle Perovskite Solar Corp. – Director Shenzhen Hichain & Mirle Automation Co., Ltd. – Director
Hao-Sheng Li, General Manager	Factory Automation International Co., Ltd. - Director
Yu-Tsai Tsai, Acting General Manager	IOT Services Information System Corporation – Director/General Manager
Jian-Song Deng, Acting General Manager	IOT Services Information System Corporation – Director
Chien-Sheng Chen, Deputy General Manager	Factory Automation International Co., Ltd.– Director/General Manager
Chia-Wen Chang, Deputy General Manager	Van Quoc Information Technology Consulting Services Co., Ltd. - Director
Max Lin, CFO	Mirle Automation Inter Co., Ltd. - Director

Appendix IV

(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, 2023 and 2022, 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, 2023 and 2022, 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 Financial Statement Audit and Attestation Engagements of 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, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter of the Corporation’s financial statements for the year ended December 31, 2023 is described as follows:

Revenue recognition

Revenue from construction contract accounts for around 82% of total revenue of the Group and is the major revenue source. According to the IFRSs, the revenue recognition is subject to contracts approved by all parties with respective performance obligations satisfied.

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

We performed the following procedures to address the key audit matter:

We understood the internal controls of the contracts and orders, and tested the operating effectiveness of these controls.
We sample the recognized revenue from construction contracts and verified the occurrence of these 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, 2023 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 Ya-Yun Chang and YuFeng Huang.

Deloitte & Touche Taipei, Taiwan Republic of China March 12, 2024

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, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 26) Contract assets - current (Notes 4, 5, 20 and 27) Notes receivable (Notes 4, 8, 20 and 26) Accounts receivable (Notes 4, 8, 20 and 26) Receivables from related parties (Notes 4, 20, 26 and 27) Other receivables (Notes 4, 8 and 26) Other receivables from related parties (Notes 4, 26 and 27) Inventories (Notes 4, 5 and 9) Other current assets (Notes 4, 14 and 27) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 7 and 26) Investments accounted for using the equity method (Notes 4 and 11) Property, plant and equipment (Notes 4, 11 and 27) Right-of-use assets (Notes 4 and 12) Other intangible assets (Notes 4, 13, 27 and 28) Deferred income tax assets (Notes 4 and 22) Prepayments for equipment Refundable deposits (Note 26) Other non-current assets (Notes 4 and 14) Total non-current assets TOTAL		2023 Amount % $ 619,400 5 4,996,358 44 57,147 1 144,337 1 7,465 - 21,504 - 3,178 - 699,703 6 68,248 1 6,617,340 58 80,999 1 2,278,975 20 2,189,457 19 197,053 2 33,764 - 15,354 - 1,946 - 58,596 - 400 - 4,856,544 42 $ 11,473,884 100		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

LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bank loans (Notes 15 and 26) Short-term bills payable (Notes 15 and 26) Contract liabilities - current (Notes 4, 5, 20 and 27) Notes payable (Note 26) Accounts payable (Note 26) Accounts payable to related parties (Notes 26 and 27) Current tax liabilities (Notes 4 and 22) Provisions - current (Notes 4 and 17) Lease liabilities - current (Notes 4, 12 and 26) Current portion of long-term bank loans (Notes 15 and 26) Accrued expenses and other current liabilities (Notes 16, 26 and 27) Total current liabilities NON-CURRENT LIABILITIES Long-term bank loans (Notes 15 and 26) Deferred income tax liabilities (Notes 4 and 22) Lease liabilities - non-current (Notes 4, 12 and 26) Net defined benefit liabilities - non-current (Notes 4 and 18) Guarantee deposits received (Notes 26 and 27) Other non-current liabilities (Notes 16 and 26) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE CORPORATION (Notes 4 and 19) 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 on financial assets at fair value through other comprehensive income Total shareholders' equity TOTAL		2023 Amount % $ 2,500,000 22 149,880 1 496,448 4 9,169 - 2,099,390 18 225,461 2 103,991 1 2,888 - 24,600 - 408,316 4 534,470 5 6,554,613 57 341,171 3 6,634 - 183,617 2 204,780 2 748 - 2,000 - 738,950 7 7,293,563 64 1,955,312 17 286,543 2 1,003,214 9 127,377 1 943,027 8 (145,183) (1) 10,031 - 4,180,321 36 $ 11,473,884 100		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

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, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 20 and 27) OPERATING COSTS (Notes 4, 9, 21 and 27) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 21 and 27) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) (Note 8) Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 21) PROFIT FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Interest income (Note 21) Other income (Notes 13, 21 and 27) Other gains and losses (Notes 21 and 27) Finance costs (Note 21) Share of profit (loss) of subsidiaries and associates (Note 10) Foreign exchange (loss) gain, net (Note 30) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 22)		2023 Amount % $ 7,589,562 100 6,278,688 82 1,310,874 18 (72,436) (1) - - 1,238,438 17 253,727 3 447,485 6 430,123 6 77,455 1 1,208,790 16 10,811 - 40,459 1 10,727 - 27,342 - (10,448) - (50,810) (1) 202,600 3 (7,084) - 172,327 2 212,786 3 37,815 -		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 (Continued)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 18, 19 and 26) 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 translation of the financial statements of foreign operations Other comprehensive income for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 23) Basic Diluted		2023 Amount % 174,971 3 25,216 - 8,591 - (16,366) - 17,441 - $ 192,412 3 $ 0.89 $ 0.89		2022
				Amount % 514,724 6 (17,138) - 8,485 - 31,997 - 23,344 - $ 538,068 6 $ 2.63 $ 2.63

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, 2023 AND 2022 (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 Convertible Bonds Issued by the Corporation $ 234,579 - - - - - - - - 234,579 - - - - - - - $ 234,579	Investments Accounted for Using the Equity Method $ 1,235 - - - 10 15,316 - - - 16,561 - - - 16,253 - - - $ 32,814	Treasury Shares Transactions $ 19,150 - - - - - - - - 19,150 - - - - - - - $ 19,150
Shares (In Thousands) 195,531 - - - - - - - - 195,531 - - - - - - - 195,531
				Unappropriated Legal Reserve Special Reserve Earnings $ 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 49,758 - (49,758 ) - - (351,956 ) - (40,482 ) 40,482 - - - - - 174,971 - - 25,216 - - 200,187 $ 1,003,214 $ 127,377 $ 943,027

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, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized (reversed) on trade receivables
Net gain on fair value changes of financial assets at fair value
through profit or loss
Finance costs
Interest income
Share of (gain) loss of subsidiaries and associates
(Gain) loss on disposal of property, plant and equipment
Reclassify property, plant and equipment as expenses
Write-down of inventories
Unrealized gain on transactions with subsidiaries and associates
Realized gain on transactions with subsidiaries and associates
Net loss (gain) 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 operations
Income tax paid

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other
comprehensive income
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

2023
2022
$ 212,786 $ 578,465
140,196
127,321
24,252
30,892
77,455
(1,047)
-
(106)
50,810
22,167
(10,727)
(3,228)
(202,600)
6,763
(10,811)
2,843
1,010
49
20,300
7,500
72,436
-
-
(420)
22,532
(168,081)
(292,618)
(2,025,147)
(49,602)
4,117
(99,062)
202,427
8,702
11,563
38,739
37,864
(780)
(729)
668,225
(230,621)
(2,341)
5,390
(509,770)
(251,604)
(24,062)
(18,732)
(495,469)
242,851
111,716
88,951
(7,286)
(514)
(73,643)
(69,611)

(30,528)

(59,559)
(360,140)
(1,460,236)

(54,900)

(100,375)

(415,040)

(1,560,611)
(27,840)
-
10,854
1,760
-
(100,000)
-
200,184
(Continued)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Acquisition of Investments accounted for using the equity method 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 other non-current assets 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 Increase in short-term bills payable Decrease in short-term bills payable Proceeds from long-term bank loans Repayments of long-term bank loans Increase in guarantee deposits received Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid Interest paid Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET DECREASE 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	2023 (119,995) (73,185) 38,641 - 40,915 (1,049) - (4,960) (400) 389 10,750 8,652 (117,228) 9,551,000 (8,464,000) 599,251 (450,000) - (652,224) 477 - (25,792) (351,956) (49,596) 157,160 (17,502) (392,610) 1,012,010 $ 619,400	2022 (30,100) (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

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

Appendix V

(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, 2023 and 2022, 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, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2023 is described as follows:

Revenue recognition

Revenue from construction contract accounts for around 79% of total revenue of the Group and is the major revenue source. According to the IFRSs, the revenue recognition is subject to contracts approved by all parties with respective performance obligations satisfied.

We performed the following procedures to address the key audit matter:

We understood the internal controls of the contracts and orders, and tested the operating effectiveness of these controls.
We sample the recognized revenue from construction contracts and verified the occurrence of these 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, 2023 and 2022, 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, 2023, 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 Ya-Yun Chang and YuFeng Huang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 12, 2024

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, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 31) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 31) Financial assets at amortized cost – current (Notes 4, 9 and 31) Contract assets - current (Notes 4, 5, 24 and 32) Notes receivable (Notes 4, 10, 24 and 31) Accounts receivable (Notes 4, 10, 24 and 31) Receivables from related parties (Notes 4, 24, 31 and 32) Other receivables (Notes 4, 10 and 31) Other receivables from related parties (Notes 4, 29, 31 and 32) Inventories (Notes 4, 5 and 11) Other current assets (Notes 4, 18 and 32) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 31) Financial assets at amortized cost - non-current (Notes 4, 9 and 31) Investments accounted for using the equity method (Notes 4 and 13) Property, plant and equipment (Notes 4, 14 and 37) Right-of-use assets (Notes 4, 15 and 37) Other intangible assets (Notes 4, 17, 32 and 33) Goodwill (Notes 4 and 16) Deferred income tax assets (Notes 4 and 26) Prepayments for equipment Refundable deposits (Note 31) Other non-current assets (Notes 4 and 18) Total non-current assets TOTAL		2023 Amount % $ 1,271,675 11 20,342 - 130,056 1 5,059,068 42 116,247 1 385,809 3 60,121 1 33,040 - 780,128 6 913,516 8 141,146 1 8,911,148 74 80,999 1 - - 93,055 1 2,527,499 21 233,910 2 36,508 - 61,957 - 15,354 - 1,946 - 75,747 1 400 - 3,127,375 26 $ 12,038,523 100		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

LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bank loans (Notes 19 and 31) Short-term bills payable (Notes 19 and 31) Contract liabilities - current (Notes 4, 5, 24 and 32) Notes payable (Note 31) Accounts payable (Note 31) Accounts payable to related parties (Notes 31 and 32) Current tax liabilities (Notes 4 and 26) Provisions - current (Notes 4 and 21) Lease liabilities - current (Notes 4, 15 and 31) Current portion of long-term bank loans (Notes 19 and 31) Accrued expenses and other current liabilities (Notes 20, 31 and 32) Total current liabilities NON-CURRENT LIABILITIES Long-term bank loans (Notes 19 and 31) Deferred income tax liabilities (Notes 4 and 26) Lease liabilities - non-current (Notes 4, 15 and 31) Net defined benefit liabilities - non-current (Notes 4 and 22) Guarantee deposits received (Notes 31 and 32) Other non-current liabilities (Notes 20 and 31) 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 on financial assets at fair value through other comprehensive income Total equity attributable to shareholders of the Corporation NON-CONTROLLING INTERESTS (Notes 4, 23, 28 and 30) Total equity TOTAL		2023 Amount % $ 2,500,000 21 149,880 1 623,315 5 32,876 - 2,570,792 21 46,840 1 137,022 1 3,905 - 24,910 - 408,316 4 559,757 5 7,057,613 59 341,171 3 6,634 - 184,411 1 204,780 2 748 - 2,237 - 739,981 6 7,797,594 65 1,955,312 16 286,543 3 1,003,214 8 127,377 1 943,027 8 (145,183) (1) 10,031 - 4,180,321 35 60,608 - 4,240,929 35 $ 12,038,523 100		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

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, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 24, 32 and 37) OPERATING COSTS (Notes 4, 11, 25 and 32) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 25 and 32) Selling and marketing expense General and administrative expense Research and development expense Expected credit loss (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 and 32) Other gains and losses (Notes 25 and 32) Finance costs (Note 25) Share of loss of associates (Note 13) Foreign exchange (loss) gain, net (Note 35) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 26) NET PROFIT FOR THE YEAR		2023 Amount % $ 8,812,743 100 7,289,725 83 1,523,018 17 (72,780) (1) 1,450,238 16 303,978 3 557,847 6 504,103 6 77,899 1 1,443,827 16 6,946 - 13,357 - 24,118 - 41,951 1 264,188 3 (50,819) (1) (43,527) - (5,238) - 230,673 3 244,030 3 61,268 1 182,762 2		2022
				Amount % $ 10,769,016 100 8,892,088 82 1,876,928 18 - - 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 (Continued)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 22, 23 and 31) 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 translation of the financial statements of foreign operations Other comprehensive income 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		2023 Amount % $ 25,216 - 8,591 - (16,366) - 17,441 - $ 200,203 2 $ 174,971 2 7,791 - $ 182,762 2 $ 192,412 2 7,791 - $ 200,203 2 $ 0.89 $ 0.89		2022
				Amount % $ (17,138) - 8,485 - 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

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, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

		Equity Attributable to Shareholders of the Corporation	Equity Attributable to Shareholders of the Corporation	Equity Attributable to Shareholders of the Corporation	Equity Attributable to Shareholders of the Corporation
Share Capital		Capital Surplus			Retained Earnings		Other Equity Unrealized Valuation Exchange (Loss) Gain on Differences on Financial Translation Assets of the Financial at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (160,814 ) $ (7,045 ) - - - - - - - - - - - - 31,997 8,485 31,997 8,485 - - (128,817 ) 1,440 - - - - - - - - - - - - (16,366) 8,591 (16,366) 8,591 - - $ (145,183) $ 10,031
		Equity Component of Convertible Investments Bonds Issued Accounted for by the Using the Corporation Equity Method $ 234,579 $ 1,235 - - - - - - - 10 - 15,316 - - - - - - - - 234,579 16,561 - - - - - - - - - 16,253 - - - - - - - - $ 234,579 $ 32,814	Treasury Shares Transactions $ 19,150 - - - - - - - - - 19,150 - - - - - - - - - $ 19,150	Total $ 254,964 - - - 10 15,316 - - - - 270,290 - - - - 16,253 - - - - $ 286,543
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 $ 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 49,758 - (49,758 ) - - (351,956 ) - (40,482 ) 40,482 - - - - - - - - 174,971 - - 25,216 - - 200,187 - - - $ 1,003,214 $ 127,377 $ 943,027	Total $ 2,157,970 - - (430,169 ) - - 514,724 (17,138) 497,586 - 2,225,387 - (351,956 ) - - - 174,971 25,216 200,187 - $ 2,073,618

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, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized (reversed) on trade receivables 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 (Gain) loss on disposal of property, plant and equipment Reclassify property, plant and equipment as expenses Loss on disposal of other intangible assets Write-down of inventories Unrealized gain on transactions with associates Net loss (gain) on foreign currency exchange Gain on disposal of subsidiaries Gain on lease modification 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 operations Income tax paid Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Cash returns from capital reduction of investments in financial assets at fair value through other comprehensive income	2023 $ 244,030 175,871 26,562 77,899 (262) 50,819 (24,118) 43,527 (7,214) 1,010 268 14,120 72,780 22,532 (274,827) (7) (78,321) (65,788) (148,882) (54,165) 39,816 (780) 684,367 (42,020) (454,797) (60,340) (775,952) 52,502 (7,396) (84,659) (30,528) (603,953) (58,438) (662,391) (27,840) 10,854	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

(Continued)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

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 Investments accounted for using the equity method Net cash inflow on acquisition of subsidiaries Net cash outflow on disposal of subsidiaries 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 other non-current assets 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 Increase in short-term bills payable Decrease in short-term bills payable Proceeds from long-term bank loans Repayments of long-term bank loans Increase in guarantee deposits received Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid Interest paid Dividends paid to non-controlling interests Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET DECREASE 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	2023 $ - - 5,000 (108,227) 100 (37,171) (116,653) 38,774 - 42,164 (5,110) (400) 389 27,983 - (170,137) 9,551,000 (8,464,000) 599,251 (450,000) - (652,224) 457 - (25,981) (351,956) (49,605) (1,960) 154,982 (28,524) (706,070) 1,977,745 $ 1,271,675	2022 $ (134,464) (125,000) 200,184 (58,560) - - (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

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

(Concluded)

Appendix VI

Mirle Automation Corporation 2023 Earnings Distribution Table

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 Appropriate legal reserve (10%) Provision of special reserve in accordance with the law (Note 2) Retained earnings for the current period Distribution items: Dividend to shareholders - cash NT$0.5 Undistributed earnings at the end of the period	Amount	Amount
	$174,970,659 .25,216,713 (97,765,613)	$742,839,674 200,187,372 943,027,046 (20,018,737) (7,774,505)
		915,233,804 (97,765,613)
		$817,468,191

Clarification:

The undistributed earnings at the beginning of the period is after distribution in 2022, with a balance of NT$742,839,674.
The special reserve is adjusted according to the difference on the translation of the financial statements of foreign operating institutions and the unrealized profit or loss of the investment in equity instruments measured at fair value through other comprehensive income, totaling NT$7,774,505.

Chairman: Houng Sun

Manager: Shih-Tung Lin

Accounting Supervisor: Max Lin

Appendix VII

Mirle Automation Corporation Comparison Table of the Amended Articles of Incorporation

Item	Amended Provision	Amended Provision	Current Provision	Explanation of the amendments
Article 29	The Chairman shall act on behalf of the Company in accordance with the Articles of Incorporation and the resolutions of the Shareholders’ Meeting and the Board of Directors.		The Chairman shall act on behalf of the Company in accordance with the Articles of Incorporation, ~~however, in order to implement~~ ~~the “Professional Manager”~~ ~~t th C’ bi i~~	Amendments are made as appropriate in accordance with the corporate governance plan.
			~~sysem, e ompanys usness s~~ ~~entrusted to the President. ~~and the resolutions of the Shareholders’ Meeting and the Board of Directors.
Article 35	The Companymay appoint multiple managers in accordance with the provisions of the Company Act. The Chairman shall make a proposal to the Board of Directors regarding the appointment, which shall be carried out with the approval of the majority of Directors in attendance and the agreement of the majority of Directors present.	multiple	The Company may appoint a presidentin compliance with the stipulations of the Company Act. The Chairman shall make a proposal to the Board of Directors regarding the appointment, which shall be carried out with the approval of the majority of Directors in attendance and the agreement of the majority of Directors present.	Amendments are made as appropriate in accordance with the corporate governance plan.
Article 44	Deleted.		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.	All measures and rules are handled in accordance with laws and regulations.

Item	Amended Provision	Current Provision	Explanation of the amendments
Article 46	The Articles of Incorporation was established on January 18, 1989, signed by all founders and approved by the Ministry of Economic Affairs on February 2 in the same year. (Date of the 1st to 26th amendments omitted) XXVII. The 27th amendment was made on June 9, 2022. XXVIII. The 28th amendment was made on May 29, 2024.	The Articles of Incorporation was established on January 18, 1989, signed by all founders and approved by the Ministry of Economic Affairs on February 2 in the same year. (Date of the 1st to 26th amendments omitted) XXVII. The 27th amendment was made on June 9, 2022.	The date of this amendment is added.

Appendix VIII

Mirle Automation Corporation Comparison Table of Amendments to the Regulations Governin the A isition and Di l of Assets g cqu sposa

Item	Amended Provision	Current Provision	Reason of Amendment
Article 6	Procedures for Acquisition or Disposal of Real Property, Equipment, or Right-of-use Assets I. Evaluation and operation procedures The Company’s acquisition or disposal of real estate, equipment or its right-of-use assets shall be handled in accordance with the fixed asset circulation procedures of the Company’s internal control system. II. The procedure for determining the terms and conditions of the transaction and the authorized amount (1) For the acquisition or disposal of real estate or its right-of-use assets, the conditions and transaction price of the transaction shall be determined with reference to the announced present value, appraised value, and the actual transaction price of the adjacent real estate or its right-of-use assets; however, the Board of Directors mayauthorize	Procedures for Acquisition or Disposal of Real Property, Equipment, or Right-of-use Assets I. Evaluation and operation procedures The Company’s acquisition or disposal of real estate, equipment or its right- of-use assets shall be handled in accordance with the fixed asset circulation procedures of the Company’s internal control system. II. The procedure for determining the terms and conditions of the transaction and the authorized amount (1) For the acquisition or disposal of real estate or its right-of-use assets, the conditions and transaction price of the transaction shall be determined with reference to the announced present value, appraised value, and the actual transaction price of the adjacent real estate or its right-of-use assets; however, the Board of Directors may authorize the Chairman or the President to make a	Amendment to accommodate the adjustment of the Company’s organization name

Item	Amended Provision	Current Provision	Reason of Amendment
	the Chairman or the President to make a decision within a certain amount of NT$50 million (inclusive), and then submit it to the Board of Directors for ratification. (2) The acquisition or disposal of equipment or its right-of-use assets shall be carried out by inquiry, comparison, negotiation or bidding, and shall be subject to the ruling of the Chairman or Chief Executive. If the transaction amount reaches NT$50 million (exclusive) Any of the above shall be Executed after the approval of the Board of Directors. III. Executing Units When the Company acquires or disposes of real property, equipment, or right-of-use assets thereof, after being approved by the level of authority referred to in the preceding paragraph, the user department andthe head officeshall be responsible for implementation. IV. Property or Equipment Appraisal Report (Omitted below,not amended)	decision within a certain amount of NT$50 million (inclusive), and then submit it to the Board of Directors for ratification. (2) The acquisition or disposal of equipment or its right- of-use assets shall be carried out by inquiry, comparison, negotiation or bidding, and shall be subject to the ruling of the Chairman or Chief Executive. If the transaction amount reaches NT$50 million (exclusive) Any of the above shall be Executed after the approval of the Board of Directors. III. Executing Units When the Company acquires or disposes of real property, equipment, or right- of-use assets thereof, after being approved by the level of authority referred to in the preceding paragraph, the user department and the head office shall be responsible for implementation. IV. Property or Equipment Appraisal Report (Omitted below, not amended)
Article	SupplementaryProvisions	SupplementaryProvisions	Change of

Item	Amended Provision	Current Provision	Reason of Amendment
15	1. Any matters not covered by these handling procedures shall be handled in accordance with the relevant laws and regulations. 2. These Procedures were amendedon May 29, 2024.	1. Any matters not covered by these handling procedures shall be handled in accordance with the relevant laws and regulations. 2. These Procedures were amended on June 9,2022.	revision date.

Appendix IX

Mirle Automation Corporation List of Independent Director Candidates

Serial number	Account No.	Name	Number of shares held	Major education and experience	Current position
1	-	Hsuan-Lien Chu	0	Ph.D., Department of Accounting, National Taiwan University Adjunct Lecturer, Department of Accounting, National Chengchi University Adjunct Lecturer, Department of Accounting, National Taiwan University Department Chair and Director, Department of Accounting, National Taipei University Director, Department of Continuing Education and Promotion, National Taipei University Director of National Taipei University Library Vice Chairman of Asia Pacific Management Accounting Society Ernst & Young Entrepreneur of the Year Award Independent Jury Member Advisory committee member of the Evaluation Committee for the Transfer of Businesses Affiliated to the Ministry of Economic Affairs to Private Operations Financial Supervisory Commission Accountant Disciplinary Committee Review Member	Professor, Department of Accounting, National Taipei University Member, Taipei City Government Department of Health, Taipei City Medical Center Medical Fund Supervisory Committee Managing Director, Land Bank of Taiwan Director of Chenchu Education Foundation Member, Advisory Committee of TPEx Member, Advisory Committee of TWSE BenQ Medical Technology Corporation Member of Salary and Remuneration Committee

Note: Served as independent director for three consecutive terms: No.

Appendix X

Proposal for the Removal of Directors’ Competition

Restrictions

	Restrictions
Name	Proposal for the Removal of Competition Restrictions
Houng Sun	Mirle Perovskite Solar Corp. – Director
	Shenzhen Hichain & Mirle Automation Co., Ltd. – Director

Appendix I

Mirle Automation Corporation Shareholding status of all directors

Mirle Automation Corporation Shareholding status of all directors Appendix I	Mirle Automation Corporation Shareholding status of all directors Appendix I	Mirle Automation Corporation Shareholding status of all directors Appendix I	Mirle Automation Corporation Shareholding status of all directors Appendix I	Mirle Automation Corporation Shareholding status of all directors Appendix I	Mirle Automation Corporation Shareholding status of all directors Appendix I	Mirle Automation Corporation Shareholding status of all directors Appendix I	Mirle Automation Corporation Shareholding status of all directors Appendix I	Mirle Automation Corporation Shareholding status of all directors Appendix I	Mirle Automation Corporation Shareholding status of all directors Appendix I
Record Date: March 31,2024
Title	Name	Elected Date	Shareholdingwhen 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	I-MEI Foods Co., Ltd.	June 9, 2022	Common stock	11,496,066	5.88%	Common stock	11,496,066	5.88%
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	Chih-Ming Kao	June 9, 2022	Common stock	1,337,983	0.68%	Common stock	1,337,983	0.68%
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%
Independen t Director	Chia-Ming Hsu	June 9, 2022	Common stock	63,803	0.03%	Common stock	63,803	0.03%
Independen t Director	Paul Hsu	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 March 31, 2024: 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 March 31, 2024, the number of shares held is 26,052,649. ◎ The shares held by independent directors are not included in the shares held by directors.

Appendix II

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.
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.

Attachment III

Mirle Automation Corporation Directors Election Regulations

I. The election of directors and independent directors of the Company shall be in accordance with the Regulations.
II. The election of directors and independent directors of the company adopts the open ballot method. Meanwhile, each share has the same voting rights as the number of people to be elected.
III. The election of directors and independent directors of the company shall be conducted by separate voting. According to the quota stipulated in the company's Articles of Association, the person with the most votes rights shall be elected. The shareholders who are elected as directors and independent directors at the same time shall decide on their own to serve as directors or independent directors. If there are two or more directors who have the same votes and the quota exceeds the specified quota, the vacancies will be decided by drawing lots by those who have the same votes. If are not present, the chairperson will draw lots on their behalf.
IV. When the election begins, the chairman (current chairman) shall designate several scrutineers, and tellers to perform various related duties.
V. Election ballots are issued by the board of directors and should be numbered according to the attendance certificate number and filled with its weight.
VI. The voter must fill in the candidate’s name in the “elected person” column of the ballot paper and may add the shareholder account number; however, when the government or legal person shareholder is the candidate, the electoral column of the ballot paper should be filled with the government or the legal person and may also fill in the name of the government or the legal person and the name of its representative.
VII. Ballots with one of the following conditions are invalid:
The ballots which are not in accordance with the Regulations.
Those who voted with blank ballots.
Those whose handwriting is illegible or alterations are not stamped with the seal of the voter.
The name of the candidate filled in does not match the registry of shareholders.
Two or more candidates are listed on the same ballot paper.

In addition to filling in the name of the candidate and the account number of the shareholder, other words are included.
The name of the candidate filled in is the same as the other shareholders, but the shareholder account number is not filled in for identification.
The number of candidates filled in exceeds the quota.
VIII.After the voting is over, the votes will be counted on the spot and the results of the voting will be announced by the chairman on the spot.
IX. Matters not stipulated in the Regulations shall be dealt with in accordance with the provisions of the Company Act and the relevant laws and regulations.
X. The Regulations shall be implemented after being approved by the shareholders' meeting and the same shall apply to amendments.

Appendix IV

Mirle Automation Corporation Articles of Incorporation

(Before)

Chapter I General Provisions

Article 1 The Company is incorporated in accordance with the Company Act and 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 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.

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 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 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.
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.
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.
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. 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.

Attachment V

Mirle Automation Corporation Procedure for the Acquisition or Disposal of Assets (Before)

Article 1: This Procedure is prepared according to applicable requirements in Article 36-1 of the Securities and Exchange Act and the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

Article 2: The scope of “assets” referred to herein

I. Securities: Including investments in shares, government bonds, corporate bonds, bank debentures, securities symbolic of funds, depository receipts, subscription (sale) warrant, beneficiary securities, and asset-based securities, etc.
II. Real estate properties (including land, premises and buildings, investmentoriented real estate properties and construction inventory) and equipment.
III. Membership cards.
IV. Intangible assets: Patent rights, copyrights, trademark rights, franchise, among other intangible assets.
V. Right-of-use assets.
VI. Financial institution’s creditor’s right (including accounts receivable, negotiations discount and loans, accounts collectible)
VII. Derivatives
VIII.Assets acquired or disposed of because of consolidation, severance, acquisition, or assignment of shares according to law
IX. Other important assets

Article 3: Terms and Definitions

I. Derivatives are the forward contracts, option contracts, futures contracts, leverage contracts, swap contracts, combinations of the above contracts, or combination contracts of embedded derivatives, or structural commodities, etc., whose value is derived from a, specific interest rate, the value of a financial instrument, the value of a commodity, the exchange rate, the price or rate index, the credit rating or credit index, or other variables. The so-called forward contracts do not contain insurance contracts, fulfillment contracts, after-sales service contracts, long-term lease contracts, and long-term purchase (sales) contracts.
II. Assets acquired or disposed of because of consolidation, severance, acquisition, or assignment of shares according to law are those acquired or disposed of from consolidation, severance, or acquisition in accordance with the Business Mergers and Acquisitions Act, the Financial Holding Company Act, the Financial

Institutions Merger Act, or other laws or acceptance of shares from other companies (the “Acceptance of Shares”) as a result of release of new shares as required by Article 156-3 of the Company Act.

III. Related party or subsidiary shall be determined in accordance with the Regulations Governing Securities Issuers’ Financial Statements.
IV. Professional appraiser include a real estate properties appraiser or someone else that may be engaged in the appraisal of real estate properties or equipment according to law.
V. Date of occurrence is the date when a transaction contract is signed, the payment is made, the entrusted transaction takes place, the transfer is completed, the Board of Directors makes a decision, or it is sufficient to define the counterpart and the trading value, whichever occurs first. When the investment requires approval by the Competent Authority, however, it is the date indicated above or the date when the approval from the Competent Authority is received, whichever occurs first.
VI. Investment in Mainland China is that embarked on in accordance with the requirements of the Guidelines for Approving Investments or Technical Collaborations in Mainland China of the Investment Commission of MOEA.
VII. Stock exchange refers to the Taiwan Stock Exchange domestically and any securities trading marketplace that is organized and subject to governance by the local securities competent authority internationally.
VIII.Operating site of securities dealers is a place where securities dealers have exclusive counters to facilitate transactions as required by the Regulations Governing Trading of Securities on Over-The-Counter Markets domestically and the operating site of a financial institution that is subject to governance by the local securities competent authority and may deal with securities internationally.
Article 4: Limits of investments in non-operating real estate properties or their right-of-use assets or securities
The limits of the assets mentioned above to be acquired by the Company and each of the subsidiaries are as follows:
I. For non-operating real estate properties or their right-of-use assets, the total value may not be higher than 20% of the Company’s net worth.
II. For investments in long-term or short-term securities, the total value may not be higher than 50% of the net worth.
III. For investments in individual securities, the value may not be higher than 20% of the net worth.
Article 5: For the appraisal report or the opinions from the CPA, the attorney, or the securities underwriter obtained by the Company, the professional appraiser and the appraisal staff, CPA, attorney, or securities underwriter shall meet the following requirements.

I. No finalized sentence in prison of at least one year due to violation of the Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Entity Accounting Act or frauds, breach of trust, embezzlement, forgery, or criminal act during business operation. This, however, does not apply to those having served their sentence in prison, probation period, or when it has been three years following a pardon.
II. No correlation or substantial relationship with the parties to the transaction
III. If the appraisal report shall be obtained from at least two professional appraisers, different professional appraisers or appraisal staff may not be related to one another or are substantially correlated.

The said parties in the preceding paragraph, to issue an appraisal report or opinions,

shall follow the self-discipline norms of the respective associations they belong to and the requirements below:

I. Prior to undertaking a case, careful self-assessment of professionalism, practical experiences, and independence shall be performed.
II. When implementing a case, appropriate operating procedures shall be properly planned and enforced in order to render a conclusion and produce a report or opinions accordingly and the procedure enforced, data collected, and conclusions reached shall be truthfully and thoroughly documented in the work sheet.
III. For the sources of data, parameters, and information, among others, used, the adequacy and legitimacy shall be evaluated item by item and accordingly the appraisal report or opinions may be issued.
IV. The disclaimer shall cover the statement that related staff has the professionalism and is independent and that the information used has been determined to be appropriate and reasonable and compliant with applicable laws and regulations.
Article 6: Procedure for the Acquisition or Disposal of Real Estate Properties, Equipment, or Their Right-of-Use Assets
I. Evaluation and operating procedure

The Company acquires or disposes of real estate properties, equipment, or their right-of-use assets exclusively in compliance with the cyclic procedure for fixed assets as part of the Company’s internal control system.

II. Transaction conditions and procedure to decide the authorized amount
(I) In the acquisition or disposal of real estate properties or their right-of-use assets, the announced current value, the rated value, the actual transaction price of real estate properties in the surroundings or their right of use assets shall be referred to while the transaction conditions and the transaction price are being decided and the analysis report shall be prepared and submitted to the Board of Directors and be approved before they may be enforced. The Board of Directors, however, may authorize the Chairman or the President

to make a decision up to a certain value, that is, NTD 50 million, inclusive, and report it to the Board of Directors for follow-up approval.

(II) In the acquisition or disposal of real estate properties or their right-of-use assets, either price inquiry, price comparison, price negotiation, or tendering shall be done and the Chairman or the President shall make the decision. If a trading value reaches above NTD 50 million, exclusive, it shall be approved by the Board of Directors first.
III. Executive Unit

When acquiring or disposing of real estate properties, equipment or their right-of-use assets, the Company shall submit it for approval reflective of the decision-making power in the preceding paragraph and the Department where it is used and the Management Center are responsible for enforcing.

IV. Real Estate Properties or Equipment Appraisal Report

When acquiring or disposing of real estate properties, equipment or their user right assets, except for transactions with domestic government agencies, outsourced construction on self-owned land, outsourced construction on rented land, or the acquisition or disposal of operating equipment or its right-of-use assets, as long as the trading value reaches 20% of the Company’s paid-in capital size or NTD 300 million and above, the quotation report issued by a professional appraiser shall be obtained prior to th e actual occurrence date and the following requirements shall be fulfilled:

(I) When restricted prices, specific prices, or special prices need to serve as the reference for the transaction price for special reasons, such transaction shall be submitted to the Board of Directors for a decision first. The same shall apply upon changes to the transaction conditions in the future.
(II) When the trading value reaches NTD 1 billion and above, appraisals shall be provided by at least two professional appraisers.
(III) Where any one of the following circumstances applies with respect to the professional appraiser’s appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be asked to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price
The appraisal result is different from the trading value by at least 20% of the trading value.
The difference between appraisal results provided by at least two

professional appraisers reaches 10% and above of the transaction price.

(IV) The date when the report is released by a professional appraiser and the date for the contract to take effect may not be more than three months apart. If the announced current value of the same term applies and it is not more than six

months past due, the original professional appraiser shall provide the opinions.

(V) If the Company acquires or disposes of assets through the court auction procedure, supporting documents issued by the court may be used instead of the appraisal report or CPA opinions.
(VI) The calculation of the trading value shall be based on the requirements in Article 12. It is allowed not to include those already included in the appraisal report or CPA opinions obtained from professional appraisers or CPA opinions as required.

Article 7: Procedure for the Acquisition or Disposal of “Investments in Securities”

I. Evaluation and operating procedure

The Company follows the cyclic procedure for investments as part of the Company’s internal control system when purchasing and selling long-term/shortterm securities.

II. Transaction conditions and procedure to decide the authorized amount
(I) Trading of securities at the stock exchange or the operating site of securities dealers shall be determined by the responsible unit reflective of market quotations. When the value is below NTD 80 million, inclusive, the Chairman or the President may approve it and bring it forth during the next Board of Directors meeting to be filed for reference. When the value exceeds NTD 80 million, on the other hand, prior approval by the Board of Directors is required before it may take place.
(II) For trading of securities that does not take place at a stock exchange or the operating site of securities dealers, financial statements obtained from underlying companies that have been audited and certified or reviewed by the CPA shall be obtained first to serve as reference while the transaction price is being evaluated, taking into consideration the net value per share, profitability, and developmental potential in the future, etc. When the value is below NTD 50 million, inclusive, the Chairman or the President shall approve it and bring it forth during the next Board of Directors meeting to be filed for reference with the report of profits or losses yet to be realized of long-term/short-term securities provided. When the value exceeds NTD 50 million, approval by the Board of Directors shall be obtained, too, before it may take place.
III. Executive Unit

With investments in long-term/short-term securities, the Company shall submit it for approval reflective of the decision-making power in the preceding paragraph and the finance and accounting unit is responsible for implementing it.

IV. Obtaining Expert Opinions

(I) When acquiring or disposing of securities, the Company shall obtain the most recent financial statements of benchmark companies audited and certified or reviewed and approved by CPAs prior to the actual date of occurrence for reference. In addition, when the trading value reaches 20% of the Company’s paid-in capital size or NTD 300 million and above, CPAs shall be approached for opinions on the adequacy of the transaction price prior to the actual date of occurrence. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission.
(II) If the Company acquires or disposes of assets through the court auction procedure, supporting documents issued by the court may be used instead of the appraisal report or CPA opinions.
(III) The calculation of the trading value shall be based on the requirements in Article 12. It is allowed not to include those already included in the appraisal report or CPA opinions obtained from professional appraisers or CPA opinions as required.

Article 8: Procedure for transactions with a related party

I. For the acquisition or disposal of assets between the Company and related parties, besides Articles 7, 8, and 9, and hereunder that shall be followed for related decision-making procedures and evaluating the legitimacy of transaction conditions, among others, for those with a trading value reaching 10% and above of the Company’s total assets, the appraisal reports issued by professional appraisers or CPA’s opinions shall be obtained as required by Articles 7, 8, and 9 as well. The calculation of the trading value shall be based on the requirements in Article 12. When determining if a counterpart is a related party, besides paying attention to the legal form, substantial relationship shall be considered as well.
II. Evaluation and operating procedure
When acquiring or disposing of real estate properties or their right-of-use
assets or other assets than real estate properties or their right-of-use assets from related parties and the trading value reaches 20% of the Company’s paid-in capital size, 10% of the Company’s total assets or NTD 300 million and above, except for trading of domestic government bonds, bonds with buy-back or sellback requirements, subscription or buy-back of funds on the money market issued by domestic securities investment trust businesses, the following materials shall be submitted to the Audit Committee and the Board of Directors for approval before the transaction contract may be entered into and payment may be made:
(I) Purpose, necessity, and expected benefits of the acquisition or disposal of assets.

(II) Reason for choosing the related party to be the counterpart.
(III) For the acquisition of real estate properties or their right-of-use assets from a related party, related materials on the adequacy of the expected trading conditions shall be evaluated as required by Subparagraph 3 hereunder.
(IV) The original date and price of acquisition from the related party, the counterpart and his/her relationship with the Company and the related party, among others.
(V) The income and expenditure forecast in cash for respective months in the coming year starting from the month when the contract is expected to be signed and the evaluation over the necessity of the transaction and the legitimacy of funds utilization.
(VI) Appraisal report obtained from a professional appraiser or CPA opinions as required under Subparagraph of this article.
(VII) Restrictions and other important matters agreed upon of the current transaction.

The calculation of the trading value mentioned in the preceding paragraph shall be based on the requirements in Article 12 and “within a year” as stated is based on the actual date of occurrence of the current transaction, retroactively by one year. It is allowed not to include those already submitted to the Audit Committee and the Board of Directors and approved as required herein.

For the following transactions between the Company and its subsidiaries or between subsidiaries in which the Company directly or indirectly holds 100 percent of the issued shares or the capital size, the Board of Directors may authorize the Chairman or the President to go ahead and approve any value below NTD 50 million, inclusive, and then bring it forth during the most recent Board of Directors’ meeting for follow-up approva:

  1. Acquisition or disposal of operating equipment or its right-of-use assets.

Acquisition or disposal of operating real estate properties or their right-of-

use assets.

(VIII) For transactions engaged in by the Company or its subsidiaries that are not a domestic public offering company, if the trading value reaches 10% of the Company’s total assets and above, materials under respective subparagraphs of Paragraph 2 shall be presented during the shareholders’ meeting to obtain consent before the transaction contract may be entered into and payment may be made. This does not apply, however, to transactions between the Company and its parent company, subsidiaries, or between its subsidiaries..
III. Rationality assessment of transaction cost
(I) The Company shall evaluate the legitimacy of the transaction cost in the following ways for the real estate properties or their right-of-use assets

acquired from the related party:

The cost of necessary interests for the funds and that to be afforded by the buyer as required by law shall be included in the calculation in addition to the transaction price with the related party. The so-called cost of necessary interests for the funds is the be assumed or calculated with the weighted average interest rate of borrowings for the purchase of assets by the Company for the specific year; it, however, may not be above the highest borrowing interest rate in the non-financial sector as announced by the Ministry of Finance.
If the related party once set the specific object as the collateral for borrowings from a financial institution, it is the determined total loan value of the specific object by a financial institution. The accumulated value of loans actually released on the specific object by a financial institution, however, shall reach at least 70% of the total loan value and at least one years has elapsed for the loan period. This does not apply, however, if the financial institution and a party to the transaction are mutually related.
(II) Consolidated purchase or the lease of the same target land and house: the transaction cost may be evaluated in any of the ways mentioned in the foregoing paragraph, respectively, for the land and the house.
(III) When the Company acquires real estate properties or their right-of-use assets from the related party, the cost of the real estate properties or their user right-associated assets shall be evaluated as mentioned in the foregoing hereunder and the CPA shall be approached for reviewing it again and providing substantial opinions.
(IV) When results of the evaluation performed as mentioned in the foregoing hereunder are consistently below the transaction price, Company shall handle them as required by Item (V) hereunder. This, however, does not apply in case of any of the following conditions and when objective evidence is provided and substantial justified opinions are obtained from the professional real estate properties appraiser and the CPA:
The related party is the party obtaining or renting the land for construction and can provide evidence on fulfillment of one of the following requirements:
(1) The land is evaluated in ways required hereunder while the reasonable construction profits are added to the construction cost paid by the related party for a house, with the total exceeding the actual transaction price. The so-called reasonable construction profits shall be the net business profit on average from the construction department of the related party over the most recent three Year or the

latest net profit in the construction industry announced by the Ministry of Finance, whichever is lower.

  - (2) Transaction cases of other non-related parties within a year for the other floors of the same house/land or in the adjacent regions that are similar in area and transaction conditions having been evaluated against the reasonable floor or regional price differences according to real estate properties trading or lease customs to be comparable.

The Company provides evidence supporting that the transaction conditions of the real estate properties purchased or real estate properties right-of-use assets acquired through lease are equivalent to transactions involving other non-related parties within a year in the adjacent regions and closer in area. The transaction cases in adjacent regions referred to in the foregoing are, in principle, those within the same or in adjacent blocks and not further than a radius of 500 meters from the transaction target or similar in the announced current value. By “closer in area,” on the other hand, it means, in principle, that the area of the transaction cases of other non-related parties is not below 50% of that of the transaction target. The “within a year” referred to in the foregoing is, in principle, from the actual date when the current acquisition of real estate properties or their right-of-use assets occurs, retroactively by one year.
(V) When results of the evaluation performed as required by Paragraph III Subparagraphs (I) and (II) hereunder in the acquisition of real estate properties or their right-of-use assets from a related party are consistently below the transaction price, the Company shall handle them as follows.
The Company shall set aside special reserve as required by Article 41 Paragraph 1 of the Securities and Exchange Act for the difference between the transaction price and the evaluation cost of the real estate or its right-of-use assets; assignment or allotment of shares transferred to capital increase is disallowed. If a public company uses the equity method to account for its investment in the Company, then the special reserve called for under Article 41, Paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company’s equity stake in the Company.
The independent directors of the Audit Committee shall follow the requirements in Article 218 of the Company Act..
How conditions specified in Points 1 and 2 of Item (V) hereunder are handled shall be presented during the shareholders’ meeting, with details of the transaction to be disclosed in the Annual Report and the Prospectus.

When special reserve is set aside as required in the preceding paragraph by the Company, such special reserve may only be allocated when price

falling losses are recognized for the assets purchased or rented at a high price or the lease contract has been terminated or adequate compensation or reinstatement has been done or there is other evidence supporting absence of illegitimacy and after it is approved by the Financial Supervisory Commission under the Executive Yuan.

  - (VI) If the Company acquires real estate properties or their right-of-use assets from a related party and one of the following conditions exists, the requirements regarding the evaluation and operating procedure in Subparagraphs I and II hereunder shall be followed and the requirements regarding the evaluation of the legitimacy of the transaction cost in Subparagraph III Items (I), (II), and (III) hereunder do not apply.

     1. The related party acquired the real estate properties or their right-of-use assets because of inheritance or as a gift.

     2. The related party acquired the real estate properties or their right-of-use assets through a contract and the contract date is more than 5 years ago from the current transaction.

     3. The real estate properties are acquired through a contract over joint construction entered into with the related party or through outsourced construction on self-owned land, outsourced construction on rented land assigned to the related party.

  4. The real property right-of-use assets for business use are acquired by the Company with its subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.

  (VII) When acquiring real estate properties or their right-of-use assets from related parties, if there is other evidence showing non-conforming operational activities, the Company shall follow the requirements in Subparagraph III Item (V) hereunder.

Article 9: Procedure for the Acquisition or Disposal of Intangible Assets or Their User Rightassociated Assets or Membership Cards
I. Evaluation and operating procedure

The procedure for acquiring or disposing of intangible assets or their rightof-use assets or membership cards is consistently based on cyclic procedure for fixed assets as part of the Company’s internal control system.

II. Transaction conditions and procedure to decide the authorized amount
(I) In the acquisition or disposal of intangible assets or their right-of-use assets, the expert evaluation report or the fair market price on the market shall be referred to while a decision is made on the transaction conditions and the transaction price; the analysis report will be prepared and submitted to the Chairman or the President. When the value involved is below 3% of the

paid-in capital size or NTD 30 million and above, approval from the Chairman or the President shall be obtained and it shall be brought forth during the next Board of Directors meeting to be filed for reference. When the value involved exceeds NTD 30 million, on the other hand, approval

from the Board of Directors shall be obtained, too, before it may take place.

(II) In the acquisition or disposal of membership cards, the fair market price on the market shall be referred to while a decision is made on the transaction conditions and the transaction price; the analysis report will be prepared and submitted to the President. When the value involved is below NTD 2 million, approval from the General Manager shall be obtained and it shall be brought forth during the next Board of Directors meeting to be filed for reference. When the value involved exceeds NTD 2 million, on the other hand, approval from the Board of Directors shall be obtained, too, before it may take place.

III. Executive Unit

When acquiring or disposing of intangible assets or their right-of-use assets, the Company shall submit it for approval reflective of the decision-making power in the preceding paragraph and the Department where it is used and the

Management Center are responsible for enforcing it.

IV. Expert evaluation report for intangible assets or their user right-associated assets or membership cards
(I) When acquiring or disposing of membership cards with a trading value reaching 1% of the paid-in capital size or NTD 8 million and above, the Company shall have an expert to issue the appraisal report.
(II) When acquiring or disposing of intangible assets or their Right-of-Use assets with a trading value reaching 10% of the paid-in capital size or NTD 40 million and above, the Company shall have an expert to issue the appraisal report.
(III) When the trading value of intangible assets or their right-of-use assets or membership cards to be acquired or disposed of by the Company reaches 20% of the Company’s paid-in capital size or NTD 300 million and above, besides transactions with domestic government agencies, CPAs shall be approached for opinions on the adequacy of the transaction price prior to the actual date of occurrence.
(IV) The calculation of the transaction value shall be based on the requirements in Article 12. It is allowed not to include those already included in the appraisal report or CPA opinions obtained from professional appraisers or CPA opinions as required.

Article 10: Procedure for the Acquisition or Disposition of Derivatives

I. Transaction Principle and Policy
(I) Type of Transaction

Derivative financial instruments that the Company is engaged in refer to the transaction contracts whose value comes from assets, interest rates, exchange rates, indexes, or other interests (such as forward contracts, options, futures, the interest or exchange rate, swap, and composite contracts consisting of the above-mentioned commodities).
For transactions involving bond guarantee, applicable requirements herein shall be followed. The requirements herein do not apply to trading of bonds with buy-back requirements.
(II) Operational (Hedging) Strategy

The Company shall engage itself in the trading of derivatives for hedging purposes. The commodities selected shall be meant primarily to circumvent risks generated from business operation. The currencies held must answer to those needed in the import/export trade that the Company is actually involved in. The overall internal positions of the Company (income and expenditure in foreign currency) shall be squared off in principle in order to reduce the overall foreign exchange risk of the Company and to save the foreign exchange operating cost. Trading for other specific purposes shall be carefully evaluated and may only take place after it is submitted to and approved by the Chairman or the President.

(III) Responsibilities
Finance Department
- (1) Trader
  - A. Is responsible for preparing the strategies for trading of financial instruments throughout the Company.
  - B. The trader shall calculate the positions regularly, that is, once every two weeks, collects market information, determines the trends and evaluates the risk, and prepares the operational strategies. Once they are approved according to the decision-making power, they will serve as the bases for transactions engaged in.
  - C. Engages in transactions according to the scope of authorization and established strategies.
  - D. In cases of major changes on the financial market or when it is determined by the trader that existing strategies are no longer applicable, the trader may submit the evaluation report and re-define the strategies at any time. Once they are approved by the President, they will serve as the bases for transactions engaged in.
- (2) Accountant
  - A. Confirms transactions engaged in.
  - B. Reviews whether a transaction is enforced according to the authorized power and existing strategies.

C. Does the appraisal on a monthly basis and submits the appraisal report to the President for approval.

D. Takes care of accounting affairs.
(3) Delivery person carries out the delivery task.
(4) Filing and announcement is done as required by the Securities and Futures Commission.
(5) Decision-making power over derivatives
A. Hedging transactions:

Regardless of the value, transactions may not be engaged in without approval from the President. They shall also be brought forth during the Board of Directors meeting later. Transactions hereunder are meant for hedging purpose, not for making profits.

Audit Department

Is responsible for understanding the adequacy of internal control over trading of derivatives and auditing the trading department on compliance with operating procedures as well as analyzing the transaction cycle and preparing the Audit Report and reporting to the Board of Directors in cases of major deficiencies.

Performance evaluation

Hedging transactions:

  - (1) The performance evaluation is based on the gains or losses generated between the booked exchange rate cost and the trading of derivatives.

  - (2) In order to sufficiently keep track of and express the appraisal risk of each transaction, the Company adopts the monthly appraisal settlement approach in the evaluation of gains or losses.

Deciding the total contract value and upper limit of losses
(1) Total contract value

Hedging transactions:

The Finance Department shall keep track of the overall positions of the Company in order to avoid the transactional risk. The value of hedging transactions is not to exceed two-thirds of the overall net positions of the Company. If it exceeds two-thirds, it shall be submitted to and approved by the President.

(2) Upper limit of losses

Since hedging transactions are meant to avoid risks, the upper limit of losses may not exceed 10% of the value of all contracts or each contract. In cases of major undesirable impacts, however, the Company may gather related people at any time to come up with a countermeasure.

II. Risk Management Measure

(I) Management of Credit Risks

Risks associated with the operation of derivative financial instruments are

likely due to changes in various factors on the market. Therefore, risks on the market are managed according to the principles below:

Counterpart: primarily a well-known domestic or international financial institution.
Commodity involved in the transaction: It is limited to a commodity provided by a well-known domestic or international financial institution.
(II) Management of Market Risk Primarily the open foreign exchange market provided by the bank; the futures market is not considered.
(III) Liquidity risk management
In order to ensure liquidity on the market, financial instruments selected are primarily those relatively highly liquid (that is, those that may be matched at any time on the market). The financial institution authorized to execute the transaction has to have sufficient information and be capable of executing the transaction on any market at any time.
(IV) Management of Cash Flow Risk In order to ensure steady turnover in the Company’s operating funds, funds needed for the Company to engage in transactions of derivatives are from self-owned funds and the value available for operation shall take into consideration the demand for funds in the cash income and expenditure forecast for the coming three months.
(V) Management of Operational Risk
The authorized limits and operating procedures should be precisely followed and be included as part of internal audit in order to avoid operational risk.
Traders of derivatives and the staff involved in verification and delivery may not be the same people.
The staff engaged in the evaluation, monitoring, and control of risks shall belong to different departments from the staff mentioned in the preceding subparagraph and shall report to the Board of Directors or the high-ranking supervisor not responsible for the making a decision over the transaction or the position.
The positions held for trading derivatives shall be evaluated at least once a week. For hedging transactions that need to be processed in order to meet operational demand, however, such evaluation shall be performed at least twice a month and the evaluation report shall be submitted to the Chairman or the President authorized by the Board of Directors.
(VI)Management of Commodity Risk

Internal traders shall have complete and correct professional knowledge of financial instruments and demand that risks be sufficiently disclosed by banks in order to avoid the risk associated with misuse of financial instruments.

III. Internal audit system
(I) Internal auditors shall regularly learn about the propriety of internal control in derivative transactions, verify the compliance of the transaction department’s derivative transactions with the applicable procedure on a monthly basis, analyze the transaction cycles, and prepare audit reports; if any severe violation is identified, the Audit Committee shall be informed in writing.
(II) Internal auditors shall file with the Securities and Futures Institute the Audit Report and inspection status throughout the internal audit year before the end

of February of the following year and file with the Securities and Futures Institute corrections of abnormalities no later than the end of May of the following year..

IV. Periodic Evaluation Method
(I) The Board of Directors shall authorize high-ranking supervisors to periodically supervise and evaluate if the trading of derivatives has taken place in precise compliance with the transaction procedure defined by the Company and if the undertaken risk is within the allowed undertaken range. When abnormalities are found in the market price evaluation report (such as the positions held already exceeding the upper limit of losses), it shall be reported to the Board of Directors immediately and responsive measures shall be adopted.
(II) The positions held for trading derivatives shall be evaluated at least once a week. For hedging transactions that need to be processed in order to meet operational demand, however, such evaluation shall be performed at least twice a month and the evaluation report shall be submitted to the highranking supervisor authorized by the Board of Directors.
V. Supervisory and Management Principles for the Board of Directors in Trading Derivatives
(I) The Board of Directors shall assign high-ranking supervisors to pay attention to the supervision and control over transaction risks of derivatives at all times. The management principles are as follows:
1. Periodically evaluate if the current risk management measures are appropriate and in strict compliance with the Regulations and the Procedure for Trading Derivatives established by the Company.
2. Supervise over transactions and gains and losses and adopt necessary response measures upon discovery of abnormalities and report immediately to the Board of Directors; when there are independent directors in the Company, they shall attend and express opinions in the Board of Directors’ meeting.
(II) Periodically evaluate whether the performance in the transaction of derivatives meets existing operating strategies and whether the undertaken risks are within the scope allowed for the Company or not.
(III) When dealing with the transaction of derivatives, if related staff are authorized to take care of the transaction as required by the Procedure for Trading Derivatives, the Company shall report it in the most recent Board of Directors’ meeting later.
(IV) When trading derivatives, Company shall prepare the reference book and register in detail the type and value of derivatives traded, the date when it is approved by the Board of Directors, and matters that shall be carefully evaluated according to and Subparagraphs IV and V hereunder for future reference.

Article 11: Procedure for Managing Consolidation, Severance, Acquisition, or Assignment of Shares

I. Evaluation and operating procedure
(I) When dealing with consolidation, severance, acquisition, or assignment of shares, the Company shall authorize the attorney, the CPA, or the securities underwriter to jointly stipulate and decide an estimated schedule of legal procedures and form a task force to enforce it in accordance with the legal

procedures. In addition, the Company shall authorize the CPA, the attorney or the securities underwriter, before calling for the Board of Directors’ meeting, to express opinions over the legitimacy of the exchange Ratio the acquisition price, or the cash or other properties assigned to shareholders and bring it forth to be discussed and approved by the Board of Directors. For the consolidation between the Company and its subsidiary whose circulating shares or total capital size is 100% held directly or indirectly by the public offering company or the consolidation between the subsidiaries whose circulating shares or total capital size is 100% held directly or indirectly by the public offering company, however, the opinions over the legitimacy as provided by experts indicated in the foregoing may be waived.

(II) The Company shall prepare public documents for the shareholders before a shareholders’ meeting covering important terms and conditions agreed upon and related matters of the consolidation, severance, or acquisition and give them to the shareholders along with the expert opinions mentioned above to serve as reference for whether or not to approve the said consolidation, severance, or acquisition. This, however, does not apply if a decision through a shareholders’ meeting may be waived regarding consolidation, severance, or acquisition as required by other laws. In addition, if the shareholders’ meeting of a company involved in the consolidation, severance, or acquisition is unable to take place or render a decision, or vetoes the proposal due to an insufficient number of attendants, insufficient voting power, or other legal restrictions, the company shall explain the cause, the subsequent management, and the re-scheduled date of the shareholders’ meeting to the public immediately.

II. Other Matters to be Paid Attention to

(I) Board of Directors meeting date: To take part in consolidation, severance, or acquisition projects, unless specified otherwise in other laws or for special reasons and with prior approval from the securities competent, the Company shall hold the Board of Directors meeting and the shareholders’ meeting on the same day to decide matters concerning the consolidation, severance, or acquisition. To take part in the assignment of shares, unless specified otherwise in other laws or for special reasons and with prior approval from the competent authority for securities, the Company shall hold the Board of Directors’ meeting on the same day.
(II) Data retention: When the Company is involved in the consolidation, severance, acquisition, or assignment of shares, complete written records containing the following information shall be prepared and kept for five years to be available for inspection:
Basic personnel information: Including the title, name, National ID

number (or the passport number for an alien) of the person(s) involved in the consolidation, severance, acquisition, or assignment of shares plan or in implementing the plan prior to release of the news to the public.

Dates of important events: Including the date when the Letter of Intent or the memorandum is signed, the date when a financial or legal consultant is authorized, or the date when a contract is signed or the Board of Directors meeting takes place, among others.
Important documentation and meeting minutes, Including the consolidation, severance, acquisition, or assignment of shares plan, the Letter of Intent or memorandum, important contracts, and Board of Directors meeting minutes, among others.
(III) Information Declaration: When the Company is involved in the consolidation, severance, acquisition, or assignment of shares, the materials indicated in Item 2 hereunder in the required format shall be filed with the FSC through the Internet information system within two days from the date it is approved by the Board of Directors.
(IV) When parties that are not public companies or companies whose shares are traded at an operating site of securities dealers are involved in the consolidation, severance, acquisition, or assignment of shares, the Company shall sign an agreement with them and the requirements hereunder shall be followed.
(V) Prior commitment to confidentiality: All parties involved in or aware of the shares consolidation, severance, acquisition, or assignment plan shall issue the written commitment to confidentiality over no disclosure to the public of what is included in the plan before such information is released and also over no trading of the shares of all companies involved in the shares consolidation, severance, acquisition, or assignment plan and other equity securities in their own or someone else’s name.
(VI) Principle for setting and changing the exchange ratio or the acquisition price: Companies involved in the consolidation, severance, acquisition, or assignment of shares shall have their CPAs, attorneys, or securities underwriters before their respective Board of Directors meetings to express opinions over the legitimacy of the exchange ratio, the acquisition price, or the cash or other properties assigned to shareholders and bring it forth to be discussed and approved during the shareholders’ meeting. In principle, the exchange ratio or the acquisition ratio may not be changed unless criteria for such changes are defined in the contract and disclosed to the public. The criteria for changing the exchange ratio or the acquisition price are as follows:
Organizing capital increase in cash, issuing convertible corporate bonds,

distributing stock dividends, or issuing corporate bonds with warrant, preferred stock with warrant, warrant certificates, and other equity securities.

Behavior that has an impact on the Company’s finance such as disposal of important assets of the Company.
Major disasters or technical reforms that will affect the Company’s shareholders’ equity or security price
Adjustments made by any company involved in the consolidation, severance, acquisition, or assignment of shares by buying back the treasury stock according to law.
Change in the structure or the number of companies involved in the consolidation, severance, acquisition, or assignment of shares.
Other conditions where changes may be made as specified in the contract and already disclosed to the public.
(VII) Information to be included in the contract: When the Company is involved in the consolidation, severance, acquisition, or assignment of shares, the contract shall not only specify the rights and obligations of companies involved in the consolidation, severance, acquisition, or assignment of shares but also the following.
Management of defaults.
Principles for handling securities that are stock options in nature already issued or the treasury stock that is already bought back by the company that is no longer existing or is severed as a result of consolidation.
The quantity of the treasury stock that may be bought back according to law after the base date when the exchange ratio was calculated by the participating companies and the management principle.
Management of additions or deletions in the structure or the number of companies involved.
Expected plan implementation schedule and expected date of completion.
The procedure for handling the expected date for holding the shareholders’ meeting as required by law, among others, upon failure to complete the plan as scheduled.
(VIII) Change in the number of companies involved in the consolidation, severance, acquisition, or assignment of shares: If any company involved in the current consolidation, severance, acquisition, or assignment of shares intends to be consolidated with, severed from, acquire, or accept assigned shares with other companies after the news is released to the public, unless the number of participating companies is reduced and the shareholders’ meeting has rendered a decision to authorize the Board of Directors with the power over such change, where the participating companies may be waived

from holding another shareholders’ meeting to make a decision, for the procedure or legal action already completed for the original consolidation, severance, acquisition, or assignment of shares, it shall be redone by all participating companies.

Article 12: Information Release/Disclosure Procedure

I. Items Subject to Announcement/Filing and Announcement/Filing Criteria
(I) Acquisition or disposal of real estate or its right-of use assets or other assets than real estate or its right-of-use assets involving related parties with a trading value reaching 20% of the Company’s paid-in capital size, 10% of the total assets or NTD 300 million and above. This, however, does not apply to the trading of government bonds or bonds with buy-back or sellback conditions, subscription or buy-back of money market funds issued by a domestic securities investment trust business.
(II) Consolidation, severance, acquisition, or assignment of shares.
(III) Engagement in transactions of derivatives with losses reaching the ceiling value of all or individual contract losses specified in the established procedure.
(IV) Acquisition or disposal of assets that are operating equipment or its right-ofuse assets where the counterpart is not a related party and the trading value reaches NTD 500 million and above.
(V) Acquisition of real estate through outsourced construction on self-owned land, outsourced construction on rented land, division of property jointly built, division by the percentage following joint construction, and separate sale following joint construction, where the counterpart is not a related party and the expected trading value to be invested in by the Company reaches NTD 500 million and above.
(VI) Transactions of assets other than those mentioned above or disposition of creditor’s rights by financial institutions, or investments in Mainland China, with a trading value reaching 20% of the Company’s paid-in capital size or NTD 300 million and above. This, however, does not apply to the following circumstances:
1. Trading of domestic government bonds or foreign government bonds with a credit rating not below the sovereignty rating of our government.
2. Trading of bonds with buy-back or sell-back conditions, subscription or buy-back of money market funds issued by a domestic securities investment trust business.
(VII) The above-mentioned trading value shall be calculated as follows and “within a year” as stated is based on the actual date of occurrence of the current transaction, retroactively by one year. It is allowed not to include

those already announced as required.

Value of each transaction.
The accumulated value of transactions involving the acquisition or disposal of objects of the same nature with the same counterpart within a year.
The accumulated value from the acquisition or disposal (to be accumulated separately) of real estate properties or their right-of-use assets under the same development project within a year.
The accumulated value from the acquisition or disposal (to be accumulated separately) of the same security within a year.
II. Announcement and Filing Deadline

In the acquisition or disposal of assets, when items to be announced as stated in Subparagraph 1 hereunder and the trading value meets the criteria for announcement and filing hereunder, they shall be announced and filed within two days from the actual date of occurrence.

III. Announcement and Filing Procedure

(I) The Company shall announce and declare related information on the website designated by the Financial Supervisory Commission.
(II) The Company shall enter information about transactions of derivatives engaged in by itself and its subsidiaries that are not within the country by the end of last month before the tenth day of each month on the website designated by the competent authority for securities where such information shall be disclosed on a monthly basis.
(III) In the event that items to be announced by the Company as required are found with errors or missing information at the time of announcement and hence need to be corrected, all such items shall be re-announced and filed two days from the date of awareness of such condition.
(IV) When acquiring or disposing of assets, the Company shall have copies of related contracts, meeting minutes, reference books, appraisal reports, and opinions from CPAs, attorneys, or securities underwriters ready in the Company and they shall be kept for at least five years unless specified otherwise by law.
(V) When one of the following conditions occurs after the Company announces and files transactions as required hereunder, related information shall be announced and filed on the website designated by the competent authority within two days from the actual date of occurrence:
Related contracts signed on the original transaction are changed, terminated, or dismissed.
Consolidation, severance, acquisition, or assignment of

shares is not completed as scheduled by contract.

  3. Contents originally announced and filed are changed.

Article 13: For the subsidiaries of the Company, the following requirements shall be followed:
I. Subsidiaries shall also establish the Procedure for the Acquisition or Disposal of Assets in compliance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. Once it is approved by the Subsidiary’s Board of Directors, it is brought forth in the subsidiary’s shareholders’ meeting’ meeting; the same applies upon revision.
II. When acquiring or disposing of assets, the subsidiary shall also follow the Company’s requirements.
III. When the subsidiary is not a public offering company and the acquisition or disposal of assets reaches the criteria for announcement/filing defined in the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, the parent company shall also complete the announcement/filing process on behalf of the subsidiary. The Audit Unit of the Company shall include the procedure to acquire or dispose of assets of each subsidiary as part of the monthly audit and the status of the audit shall be included as a required item of the audit operation to be reported to the Board of Directors and the Audit Committee.
IV. Among the announcement and filing criteria to be followed by subsidiaries, the so-called “reaching 20% of the Company’s paid-in capital size or 10% of total assets” is based on the paid-in capital size or total assets of the parent company (the Company).

Article 14: Implementation and Revision

I. The “Procedure for the Acquisition or Disposal of Assets” of the Company shall, after it has been approved by the Audit Committee and the Board of Directors as required, be brought forth in and approved through the shareholders’ meeting before it is enforced.The same shall apply upon revision. In case of any disagreement expressed by directors with recorded or written statements, the Company shall submit such materials to the Audit Committee..
II. When this Procedure is brought forth to the Board of Directors for discussion, opinions from respective independent directors shall be sufficiently considered. In case of any disagreement or qualified opinion from independent directors, it shall be stated so in the Board of Directors meeting minutes.
III. When approval by the Board of Directors shall be obtained according to this Procedure or other legal requirements, in case of any disagreement expressed by directors with recorded or written statements, the Company shall submit such materials to the Audit Committee.

IV. When the acquisition or disposal of assets is brought forth to the Board of Directors for discussion as required by the preceding paragraph, the Company shall sufficiently take into consideration opinions of each independent director and include his/her supportive or opposing opinions and the rationale in the meeting minutes.
V. To engage in trading of important assets or derivatives, the Company shall obtain approval by at least one half of all members of the Audit Committee and by the Board of Directors
VI. Where approval by more than one-half of all audit committee members is not attained for the preceding paragraph, it may be substituted by approval by more than two-thirds of all directors, and the resolution reached by the Audit Committee shall be specified in the Board of Directors meeting minutes.
VII. Audit Committee members indicated in Paragraph 3 and all directors indicated in the preceding paragraph refer to those actually in service

Article 15: Supplementary Provisions

I. For matters not covered herein, the requirements of related laws and regulations shall be followed.
II. This Procedure was revised on June 9, 2022..

AI assistant

Mirle — AGM Information 2024

52102_rns_2024-07-18_dad4f62c-1616-4c1c-af9f-86ad695c5eb8.pdf

Mirle Automation Corporation

2024 Shareholders’ Meeting Handbook

Table of Contents

Page

Mirle Automation Corporation

Mirle Automation Corporation

2024 Shareholders’ Meeting Agenda

Reporting Items

I. 2023 Business Report

Proposals

Discussion

Election

Other Proposals

Motions

Adjournment

2023 Business Report

Ladies and gentlemen:

Audit Committee’s Report

2024 Shareholders’ Meeting

Mirle Automation Corporation Removal of Managers from Competition Restrictions

(Parent Company-only Financial Statement)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

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

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

MIRLE AUTOMATION CORPORATION

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

(Consolidated Financial Statement)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

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, 2023 AND 2022

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Mirle Automation Corporation 2023 Earnings Distribution Table

Mirle Automation Corporation Comparison Table of the Amended Articles of Incorporation

Mirle Automation Corporation Comparison Table of Amendments to the Regulations Governin the A isition and Di l of Assets g cqu sposa

Mirle Automation Corporation List of Independent Director Candidates

Proposal for the Removal of Directors’ Competition

Restrictions

Mirle Automation Corporation Shareholding status of all directors

Mirle Automation Corporation Rules of Procedure for Shareholders’ Meetings

Mirle Automation Corporation Directors Election Regulations

Mirle Automation Corporation Articles of Incorporation

Chapter I General Provisions

Chapter III Shares

Chapter V Board of Directors and Audit Committee

Mirle Automation Corporation Procedure for the Acquisition or Disposal of Assets (Before)

Article 3: Terms and Definitions

III. Executive Unit

II. Risk Management Measure

Mirle AGM Information 2024