Mirle - AGM Information 2025 | FinancialReports.eu

Stock code: 2464

==> picture [171 x 55] intentionally omitted <==

Mirle Automation Corporation

2025 Shareholders’ Meeting Handbook

May 26, 2025

Page One. Meeting Procedure ............................................................................................................. 1 Two. Meeting Agenda ................................................................................................................ 2 I. Reporting Items ............................................................................................................... 4 II. Proposals Items .............................................................................................................. 6 III. Discussion Items .......................................................................................................... 7 IV. Election Matters .......................................................................................................... 10 V. Other Proposals .............................................................................................................11 VI. Extempore Motions .....................................................................................................11 Three. Attachments I. 2024 Business Report ................................................................................................... 12 II. Audit Committee’s Report ........................................................................................... 16 III. Report on the Issuance of the Second Domestic Unsecured Convertible Corporate Bonds ......................................................................................................................... 17 IV. Independent Auditors’ Report and 2024 Parent Company Only Financial Statements18 V. Independent Auditors’ Report and 2024 Consolidated Financial Statements .............. 27 VI. 2024 Earnings Distribution Table .............................................................................. 37 VII. Comparison Table of Amendments to the Articles of Incorporation ........................ 38 VIII. Measures for Issuing Restricted Employee Stock ................................................... 39 IX. List of Director (Independent Director) Candidates .................................................. 44 X. Lifting of Business Strife Limitation Clause ............................................................... 49 Four. Appendices I. Shareholding of Directors ............................................................................................. 50 II. Rules of Procedure for Shareholder Meetings ............................................................. 51 III. Procedures for Election of Directors .......................................................................... 53 IV. The Articles of Incorporation (before amendment) .................................................... 55

Mirle Automation Corporation

2025 Annual General Meeting Procedure

I. Meeting Called to Order
II. Chairman’s address
III. Report Items
IV. Proposals Items
V. Discussion Items
VI. Election Matters
VII. Other Proposals
VIII. Extempore Motions
IX. Adjournment

Mirle Automation Corporation

2025 Shareholders’ Meeting Agenda

Method of Shareholders’ Meeting: In-person

Date: 9:00 a.m., May 26, 2025 (Monday)

Venue: 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. Report Items

(I) 2024 Business Report
(II) Audit Committee’s Report on the Review of the 2024 Financial Statements
(III) Report on the Distribution of 2024 Employee Compensation and Director

Remuneration

(IV) Report on the Distribution of 2024 Cash Dividends from Earnings
(V) Report on the Issuance of the Second Domestic Unsecured Convertible Corporate

Bonds

Four. Proposals Items

(I) Proposal for the 2024 Business Report and Financial Statements
(II) Proposal for the 2024 Earnings Distribution

Five. Discussion Items

(I) Amendments to certain provisions of the Company’s “Articles of Incorporation.”
(II) Proposal for the Issuance of Restricted Employee Stocks

Six. Election Matters

Election of the 13th Term of Directors (Including Independent Directors)

Seven. Other Proposals

Removal of directors’ competition restrictions.

Eight. Extempore Motions

Nine. Adjournment

Report Items

I. 2024 Business Report, Submitted for Acknowledgment
Explanation: Please refer to pages 12-15 of this handbook (Attachment I) for the 2024 Business Report.
II. Audit Committee’s Report on the Review of the 2024 Financial Statements, Submitted for Acknowledgment

Explanation: Please refer to Page 16 of this handbook (Attachment II) for the Audit Committee’s Audit Report.

III. Report on the Distribution of 2024 Employee Compensation and Director Remuneration, Submitted for Acknowledgment

Explanation:

(I) As is required by Clause 43 of the Articles of Incorporation, at least 1% of the Company's annual profit, if any, shall be appropriated as the remuneration to employees and not more than 2% as the remuneration to directors. However, if the company still has accumulated losses, an amount to cover the losses must be reserved in advance.
(II) Pursuant to the above provisions, the Company has allocated 1% of profits, amounting to NT$1,071,577, for employee compensation and 2%, amounting to NT$2,143,154, for director remuneration. Both will be distributed in cash.
IV. Report on the Distribution of 2024 Cash Dividends from Earnings, Submitted for Acknowledgment

Explanation:

(I) As is required by Clause 43-1 of the Articles of Incorporation, if earnings are distributed as cash dividends, the Board of Directors is authorized to distribute them by a special resolution and report them to the shareholders.
(II) Pursuant to the resolution of the Board of Directors on March 10, 2025, the Company will distribute a cash dividend of NT$71,585,929, at NT$0.35 per share. Payments will be rounded down to the nearest whole NT dollar, and amounts less than NT$1 will be forfeited and recognized as other income of the Company. The Chairman is authorized to determine the record date for distribution, the payment date and other related matters.

(III) If the number of outstanding shares is affected by the change in the Company’s capital stock and the cash dividends distribution ratio is changed as such, the Chairman is authorized to adjust it.
V. Report on the Issuance of the Second Domestic Unsecured Convertible Corporate Bonds, Submitted for Review.

Explanation: For details regarding the issuance of the second domestic unsecured convertible corporate bonds, please refer to page 17 of this handbook (Attachment III).

Proposals Items

Case 1

Brought forth by the Board of Directors

Proposal: Acknowledgment of the 2024 Business Report and Financial Statements. Explanation:

(I) The Company’s 2024 Business Report, Standalone Financial Statements, and Consolidated Financial Statements were approved by the 21st meeting of the 12th Board of Directors and have been reviewed by the Audit Committee.
(II) For the 2024 Business Report, Standalone Financial Statements, and Consolidated Financial Statements, please refer to pages 12-15 (Attachment I), pages 18-26 (Attachment IV) and pages 27-36 (Attachment V) of this handbook.
(III) The above is respectfully submitted for acknowledgment.

Resolution:

Case 2 Brought forth by the Board of Directors

Proposal: Acknowledgment of the 2024 Earnings Distribution Plan. Explanation:

(I) The Company’s 2024 Earnings Distribution Table was approved by the 21st meeting of the 12th Board of Directors and has been reviewed by the Audit Committee.
(II) For the 2024 Earnings Distribution Table, please refer to page 37 of this handbook (Attachment VI).
(III) The above is respectfully submitted for acknowledgment.

Resolution:

Discussion Items

Case 1 Brought forth by the Board of Directors

Proposal: Amendment to Some Provisions of the Articles of Incorporation; it is brought forth for discussion.

Explanation:

(I) In accordance with FSC letter No. 1130385442 dated November 8, 2024, and current regulatory requirements, certain articles of the Company’s Articles of Incorporation are proposed to be amended.
(II) For the Comparison Table of Amendments to the Articles of Incorporation, please refer to page 38 (Attachment VII) of this Handbook.

Resolution:

Case 2 Brought forth by the Board of Directors

Proposal: Proposal for the Issuance of Restricted Employee Shares, Submitted for Discussion. Explanation:

(I) In accordance with Article 267 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Issuers” promulgated by the Financial Supervisory Commission, the Company proposes to issue restricted shares to employees.
(II) Total issuance: 2,000 thousand shares, with a par value of NT$10 per share, totaling NT$20,000 thousand.
(III) Issuance conditions:
Issuance price: Issued free of charge, with an issuance price of NT$0 per share.
Type of shares issued: Common shares.
Vesting conditions:
- (1) Employees who remain employed on each vesting date after being granted Restricted Stock Awards (RSAs), and who during the period have not been determined by the Company to have violated the Company's labor contract, employee code of conduct, trust agreement, corporate governance best practice principles, code of ethical conduct, work rules, non-compete and confidentiality rules, or any other agreement with the Company and who have met the individual performance evaluation criteria set by the Company, shall vest in the RSAs according to the following schedule:

One year after the term expires: 20% Two years after the end of the term: 25% Three years after the date of issuance: 25% Four years after the end of the term: 30%

  - (2) Individual performance criterion: The most recent annual performance evaluation prior to vesting must be rated Grade A.

If an employee does not meet the vesting conditions after receiving the RSAs or in the event of inheritance, the handling shall be carried out in accordance with the issuance plan formulated by the Company.
(IV) Employee eligibility requirements and number of shares allotted:
Recipients are limited to employees of the Company and its controlled subsidiaries. Eligible employees must be full-time employees who have reported for duty as of the RSA grant date and have met specified performance criteria.
Eligible employees must fall into one of the following categories:
- (1) Key personnel involved in the Company’s future development;
- (2) Individuals whose performance provides significant value to the Company; or
- (3) Core new hires.
The actual number of RSAs to be granted shall be determined with reference to factors such as seniority, position level, work performance, overall contribution, special achievements, or other management considerations. The proposed allocation must be approved by the Chairperson and submitted to the Board of Directors for approval. For managerial personnel or directors concurrently serving as employees, prior approval by the Compensation Committee is required.
(V) Necessity of issuing restricted employee shares: The purpose of this issuance is to attract and retain key talent to help achieve the Company’s medium- and longterm goals, motivate employees to fully commit to achieving the Company’s operational objectives, create greater value for the Company and its shareholders, and align the interests of employees with those of shareholders.
(VI) Potential expensing amount, dilution of earnings per share, and other impacts on shareholders' equity:
Assuming a closing price of NT$80 per common share, the estimated expense recognition (if vesting conditions are met) is as follows: 2025 (5 months): NT$32,222 thousand 、 2026: NT$64,000 thousand 、 2027:

、、 NT$37,000 thousand 2028: NT$19,778 thousand 2029 (7 months): NT$7,000 thousand.

The potential annual decrease in earnings per share from 2025 to 2029 is 、、、、

estimated at approximately NT$0.16 NT$0.31 NT$0.18 NT$0.10 and NT$0.03, respectively. The resulting dilution is limited and therefore is not expected to have a material impact on shareholders’ equity.

(VII) If any matters not covered herein arise such as future changes to applicable laws or regulations by competent authorities, or other changes due to objective environmental factors, the Board of Directors is authorized to handle such matters in accordance with relevant regulations.
(VIII) Please refer to pages 39-43 of this Handbook for the procedures governing the issuance of new restricted employee shares (Attachment VIII).

Resolution:

Election Matters

Proposal: Election of the 13th-term Board of Directors (including Independent Directors);

proposed for election. Proposed by the Board of Directors (I) The term of the current (12th-term) Board of Directors will expire on June 8, 2025. A full re-election is planned for the 2025 Annual General Meeting of Shareholders.

Explanation:

(II) According to the Articles of Incorporation, nine directors (including three independent directors) will be elected at this Annual General Meeting for the 13th term. To align with the re-election date of the shareholders’ meeting, the current directors (including independent directors) will be dismissed as of the date of the re-election. The newly elected directors (including independent directors) will assume office on the same date, with a three-year term from May 26, 2025 to May 25, 2028.
(III) The election of directors (including independent directors) will be conducted through a candidate nomination system, whereby shareholders elect directors from the list of nominated candidates. For the educational background, experience, and other relevant information of the director (including independent director) candidates, please refer to pages 44-48 of this Handbook (Attachment IX).
(IV) For the procedures for director elections, please refer to page 53-54 of this Handbook (Appendix III).

Election results:

Other Proposals

Proposal: Proposal to lift the restriction on directors from engaging in competitive conduct.

Proposed for discussion. Proposed by the Board of Directors

Clarification:

(I) This case is handled as required by Article 209 of the Company Act.

(II) It is proposed to lift the non-competition restrictions for the directors elected in this round, in the event they invest in or operate other businesses with the same or similar scope of operations as the Company. For the items proposed for exemption from directors' non-competition restrictions, please refer to page 49 of this Handbook (Attachment X).

Resolution:

Extempore Motions

Adjournment

Attachment I

2024 Business Report

Ladies and gentlemen:

Looking back at 2024, as inflationary pressures eased, the U.S. Federal Reserve and central banks in Europe and other countries began lowering interest rates. Commodity trade also experienced moderate recovery and the global economy is expected to expand steadily. Meanwhile, benefiting from the global AI boom, domestic semiconductor manufacturers expanded their capacity in advanced processes and high-end packaging and testing. Manufacturers in general remained optimistic about the economic outlook. This year, under our “Expansion 2.0” strategy, we continued to enhance and optimize automation systems and equipment centered around “innovation, value-addition, joint ventures, and service,” further strengthening our leadership and competitive edge in the field of intelligent automation. Reviewing our 2024 results, consolidated net revenue reached NT$7.503 billion, while consolidated net profit after tax was NT$110 million, resulting in basic earnings per share after tax of NT$0.52.

Looking ahead to 2025, the global economy is expected to continue its steady expansion. However, changes in U.S. trade policy may accelerate the restructuring of global supply chains and heighten geopolitical risks. Meanwhile, the effects of climate change and extreme weather events will continue to impact the pace of global economic recovery. The Company has adopted “Expansion 3.0” as its management policy in response to rapidly changing global political and economic conditions. We continue to enhance all aspects of our operations, including marketing, business strategy, product positioning, technological innovation, product research and development, manufacturing execution and management standards. We shall adapt to the international environment, remain informed of industry developments, and confront the obstacles in the coming year.

The 2024 business performance and 2025 business outlook are hereby reported as follows:

I. 2024 Business Report

1. Results of Business Plan Implementation:

The Company’s consolidated net revenue for fiscal year 2024 was NT$7.503 billion, representing a 14.86% decrease compared to the previous year. Consolidated net income after tax was NT$110 million, a decline of 39.64% from the previous year. Basic earnings per share after tax were NT$0.52, down NT$0.37 year-over-year. Notwithstanding the fluctuations in the global economic landscape, the company sustained a steady stream of operational achievements.

==> picture [397 x 160] intentionally omitted <==

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

Unit: NT$ thousand; %
Item 2024 2023 % Change
Operating income 7,502,801 8,812,743 (14.86)
Gross margin 1,357,060 1,450,238 (6.43)
Net income after tax 110,321 182,762 (39.64)
Net income attributable to owners of the parent 103,013 174,971 (41.13)
Gross profit margin (%) 18.09 16.46
Operating profit margin (%) 0.61 0.15
Net profit margin (%) 1.47 2.07
Basic earnings per share after tax (NT$) 0.52 0.89
----- End of picture text -----

Budget Execution: The Company did not publicly disclose financial budget information for 2024.

3. Analysis of Financial Income, Expenditure and Profitability

Unit: NT$; %

==> picture [401 x 223] intentionally omitted <==

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

Year Consolidated Financial Analysis
Analysis Item 2024 2023
Liability-to-asset ratio (%) 58.21 64.77
Financial
structure Long-term funds to property, plant and
272.75 197.07
equipment ratio (%)
Return on assets (%) 1.27 1.78
Return on equity (%) 2.33 4.26
Pre-tax net profit as a percentage of
Profitability 5.95 12.48
paid-in capital (%)
Net profit margin (%) 1.47 2.07
Earnings per share (NT$) 0.52 0.89
----- End of picture text -----

Research and Development Status:
Key technologies successfully developed in this year up to the date when the Annual Report was printed (acquired patents):
(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. Overview of the 2025 Business Plan
Business strategies:
(1) Management policy: “Expansion Realm 3.0” is the guideline.
(2) Operational goals:
- Marketing should focus on developments in geopolitical trends, leveraging the company's strengths in semiconductors, smart logistics and AI robotics.
- R&D should integrate resources from the entire company and its partners, with a focus on fully mastering the technology.
- Quality assurance must take the initiative, particularly by delving into the details of the FMEA process to improve reliability and durability.
- Cost calculations must be thorough, covering various labor hours, materials, procurement, and even addressing and analyzing the improvement of material delays. No slack should be allowed.
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: Sun Houng Manager: Shih-Tung Lin

Head of Accounting: Max Lin

Attachment II

Audit Committee’s Report

The Board of Directors has submitted the 2024 annual business report, financial statements and profit distribution proposal for the company. The financial statements have been audited by CPAs Ya-Yun Chang and Yu-Feng Huang from KPMG, who issued an unqualified audit report.

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.

To:

The Company’s 2025 Annual Shareholders' Meeting

Mirle Automation Corporation

Convener of the Audit Committee: Chia-Ming Hsu

March 10, 2025

Attachment III

Mirle Automation Corporation

Report on the Issuance of Corporate Bonds

==> picture [430 x 479] intentionally omitted <==

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

Type of
Corporate Second Domestic Unsecured Convertible Bonds
Bonds
Reasons for
Repayment of bank loans
Issuance
Issuance Date September 16, 2024
Issuance Term [The issuance term is three years, with the maturity date being ]
September 16, 2027
Issuance Price Issued at 117.64% of face value, with a face interest rate of 0%
The conversion price at issuance was NT$80; the most recent
Conversion
effective date for the conversion price is October 14, 2024, with
Price
the conversion price set at NT$79.
1. After approval from the Financial Supervisory Commission
(FSC) on August 20, 2024, under FSC Securities Issuance
Letter No. 11303519181, the fundraising was completed and
Execution began trading on September 16, 2024.
2. The funds raised in this issuance have been fully utilized for
the repayment of bank loans and were completely executed in
the fourth quarter of 2024.
Conversion As of March 28, 2025, with the stop-transfer date, no common
Status stock has been converted.
----- End of picture text -----

Attachment 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, 2024 and 2023, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2024 and 2023, 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, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter of the Corporation’s financial statements for the year ended December 31, 2024 is described as follows:

Revenue recognition

Revenue from construction contract accounts for around 82% of the 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 sampled 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, 2024 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 10, 2025

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, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 29) Contract assets - current (Notes 4, 5, 22 and 30) Notes receivable (Notes 4, 9, 22 and 29) Accounts receivable (Notes 4, 9, 22 and 29) Receivables from related parties (Notes 4, 22, 29 and 30) Other receivables (Notes 4, 9 and 29) Other receivables from related parties (Notes 4, 29 and 30) Current tax assets (Notes 4 and 24) Inventories (Notes 4, 5 and 10) Other current assets (Notes 4, 15 and 30) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 29) Investments accounted for using the equity method (Notes 4 and 11) Property, plant and equipment (Notes 4, 12 and 30) Right-of-use assets (Notes 4 and 13) Other intangible assets (Notes 4, 14 and 30) Deferred income tax assets (Notes 4 and 24) Prepayments for equipment Refundable deposits (Note 29) Other non-current assets (Notes 4 and 15) Total non-current assets TOTAL		2024 Amount % $ 1,245,901 11 4,694,344 41 929 - 66,392 - 12,567 - 16,581 - 1,620 - 17,241 - 771,378 7 68,486 1 6,895,439 60 118,895 1 2,131,588 19 2,102,373 18 175,449 2 33,607 - 13,164 - 4,924 - 21,016 - 76 - 4,601,092 40 $ 11,496,531 100		2023 Amount % LIABILITIES AND EQUITY CURRENT LIABILITIES $ 619,400 5 Short-term bank loans (Notes 16 and 29) 4,996,358 44 Short-term bills payable (Notes 16 and 29) 57,147 1 Contract liabilities - current (Notes 4, 5, 22 and 30) 144,337 1 Notes payable (Note 29) 7,465 - Accounts payable (Note 29) 21,504 - Accounts payable to related parties (Notes 29 and 30) 3,178 - Current tax liabilities (Notes 4 and 24) - - Provisions - current (Notes 4 and 19) 699,703 6 Lease liabilities - current (Notes 4, 13 and 29) 68,248 1 Current portion of long-term bank loans (Notes 16 and 29) Accrued expenses and other current liabilities (Notes 18, 29 and 30) 6,617,340 58 Total current liabilities NON-CURRENT LIABILITIES 80,999 1 Financial liabilities at fair value through profit or loss - 2,278,975 20 non-current (Notes 4, 7, 17 and 29) 2,189,457 19 Bonds Payable (Notes 4, 17, and 29) 197,053 2 Long-term bank loans (Notes 16 and 29) 33,764 - Deferred income tax liabilities (Notes 4 and 24) 15,354 - Lease liabilities - non-current (Notes 4, 13 and 29) 1,946 - Net defined benefit liabilities - non-current (Notes 4 and 20) 58,596 - Guarantee deposits received (Notes 29 and 30) 400 - Other non-current liabilities (Notes 18 and 29) 4,856,544 42 Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE CORPORATION (Notes 4, 17, 21 and 26) 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 $ 11,473,884 100 TOTAL		2024 Amount % $ 900,000 8 - - 353,303 3 23,450 - 2,772,268 24 30,791 1 14,195 - 4,235 - 25,145 - 181,852 2 576,006 5 4,881,245 43 1,000 - 946,423 8 159,319 1 17,681 - 161,779 2 135,544 1 748 - 9,000 - 1,431,494 12 6,312,739 55 2,045,312 18 997,808 9 1,023,232 9 135,152 1 964,565 8 (40,250) - 57,973 - 5,183,792 45 $ 11,496,531 100		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

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, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 22 and 30) OPERATING COSTS (Notes 4, 10, 23 and 30) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 14, 23 and 30) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit (gain) loss (Notes 9 and 22) Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 23) PROFIT FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Interest income (Note 23) Other income (Notes 14, 23 and 30) Other gains and losses (Notes 23 and 30) Finance costs (Note 23) Share of (loss) profit of subsidiaries and associates (Note 10) Foreign exchange gain (loss), net (Note 32) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 24) NET PROFIT FOR THE YEAR		2024 Amount % $ 6,289,079 100 5,127,252 82 1,161,827 18 (22,548) - 1,139,279 18 335,051 5 398,968 6 392,382 6 (9,384) - 1,117,017 17 (88) - 22,174 1 20,906 - 24,380 - (15,407) - (57,345) (1) (13,734) - 122,969 2 81,769 1 103,943 2 930 - 103,013 2		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 - 174,971 3 (Continued)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 20, 21 and 29) 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 25) Basic Diluted		2024 Amount % $ 50,669 1 47,942 - 104,933 2 203,544 3 $ 306,557 5 $ 0.52 $ 0.52		2023
				Amount % $ 25,216 - 8,591 - (16,366) - 17,441 - $ 192,412 3 $ 0.89 $ 0.89

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

(In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

BALANCE, JANUARY 1, 2023 Appropriation of 2022 earnings Legal reserve Cash dividends distributed by the Corporation - 18% Reversal of special reserve Other changes in capital surplus Changes in capital surplus from investments in associates accounted for using the equity method Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Total comprehensive income for the year ended December 31, 2023 BALANCE, DECEMBER 31, 2023 Appropriation of 2023 earnings Legal reserve Reversal of special reserve Cash dividends distributed by the Corporation - 5% Other changes in capital surplus Changes in the Corporation's ownership interests in subsidiaries Changes in capital surplus from investments in associates accounted for using the equity method Equity component of convertible bonds Net profit for the year ended December 31, 2024 Other comprehensive income (loss) for the year ended December 31, 2024 Total comprehensive income for the year ended December 31, 2024 Issuance of ordinary shares for cash Share-based payment transactions BALANCE, DECEMBER 31, 2024		Share Capital Shares (In Thousands) Amount 195,531 $ 1,955,312 - - - - - - - - - - - - - - 195,531 1,955,312 - - - - - - - - - - - - - - - - - - 9,000 90,000 - - 204,531 $ 2,045,312	Capital Surplus $ 270,290 - - - 16,253 - - - 286,543 - - - (12) (12,293) 230,748 - - - 477,000 15,822 $ 997,808		Retained Earnings	Retained Earnings	Unappropriated Earnings $ 1,104,072 (49,758) (351,956) 40,482 - 174,971 25,216 200,187 943,027 (20,018) (7,775) (97,766) (6,585) - - 103,013 50,669 153,682 - - $ 964,565		Other Equity Unrealized Exchange Valuation Differences on (Loss) Gain on Translation Financial Assets of the Financial at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (128,817) $ 1,440 - - - - - - - - - - (16,366) 8,591 (16,366) 8,591 (145,183) 10,031 - - - - - - - - - - - - - - 104,933 47,942 104,933 47,942 - - - - $ (40,250) $ 57,973	Total Equity $ 4,323,612 - (351,956) - 16,253 174,971 17,441 192,412 4,180,321 - - (97,766) (6,597) (12,293) 230,748 103,013 203,544 306,557 567,000 15,822 $ 5,183,792

		Shares (In Thousands) 195,531 - - - - - - - 195,531 - - - - - - - - - 9,000 - 204,531			Legal Reserve $ 953,456 49,758 - - - - - - 1,003,214 20,018 - - - - - - - - - - $ 1,023,232	Special Reserve $ 167,859 - - (40,482) - - - - 127,377 - 7,775 - - - - - - - - - $ 135,152

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, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss reversed
Net gain on fair value changes of financial assets at fair value through profit
or loss
Finance costs
Interest income
Dividend income
Share-based compensation
Share of (loss) gain of subsidiaries and associates
Loss (gain) 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
Net (gain) loss on foreign currency exchange
Gain on lease modification
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 generated (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 investments accounted for using the equity method
Cash returns from capital reduction of investments in financial assets at fair
value through other comprehensive income
Acquisition of property, plant and equipment
Disposal of property, plant and equipment

2024
2023
$ 103,943
$ 212,786
135,030
140,196
16,616
24,252
(9,384)
(12,364)
(1,600)
-
57,345
50,810
(20,906)
(10,727)
(627)
(464)
15,822
-
13,734
(202,600)
88
(10,811)
1,439
1,010
18,000
20,300
22,548
72,436
(55,238)
22,532
(69)
-
357,205
(279,296)
56,562
(49,602)
81,680
(22,565)
(5,035)
8,702
4,944
38,739
2,869
(780)
(89,675)
668,225
733
(2,341)
(143,145)
(509,770)
14,281
(24,062)
669,388
(495,469)
(196,920)
111,716
1,347
(7,286)
26,685
(73,643)
(18,567)
(30,528)
1,059,093
(360,604)
(94,730)
(54,900)
964,363
(415,504)
-
(27,840)
10,046
10,854
(566,104)
(119,995)
540,149
-
(16,372)
(73,185)
-
38,641
(Continued)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

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 other non-current assets Increase in prepayments for equipment Decrease in prepayments for equipment Interest received Dividends received from subsidiaries Net cash generated (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 issuance of bonds Repayments of long-term bank loans Increase in guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid Issuance of ordinary shares for cash 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	2024 $ 37,623 - 1,169 (4,459) - 324 (2,978) - 19,935 223,730 243,063 8,850,000 (10,450,000) 1,498,396 (1,648,213) 1,174,201 (408,316) - (25,092) (97,766) 567,000 (52,612) (592,402) 11,477 626,501 619,400 $ 1,245,901	2023 $ 40,915 (1,049) - (4,960) (400) - - 389 10,750 9,116 (116,764) 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

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

(Concluded)

Attachment 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, 2024 and 2023, 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 material accounting policy information (collectively referred to as the “consolidated financial statements”).

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, 2024 and 2023, 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, 2024. 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, 2024 is described as follows:

Revenue recognition

Revenue from construction contract accounts for around 84% of the 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 sampled 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, 2024 and 2023, 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, 2024, 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 10, 2025

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, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 33) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 33) Financial assets at amortized cost - current (Notes 4, 9 and 33) Contract assets - current (Notes 4, 5, 25 and 34) Notes receivable (Notes 4, 10, 25 and 33) Accounts receivable (Notes 4, 10, 25 and 33) Receivables from related parties (Notes 4, 25, 33 and 34) Other receivables (Notes 4, 10 and 33) Other receivables from related parties (Notes 4, 31, 33 and 34) Current tax assets (Notes 4 and 27) Inventories (Notes 4, 5 and 11) Other current assets (Notes 4, 18 and 34) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 33) Investments accounted for using the equity method (Notes 4 and 13) Property, plant and equipment (Notes 4, 14 and 38) Right-of-use assets (Notes 4, 15 and 38) Other intangible assets (Notes 4 and 17) Goodwill (Notes 4 and 16) Deferred income tax assets (Notes 4 and 27) Prepayments for equipment Refundable deposits (Note 33) Other non-current assets (Notes 4 and 18) Total non-current assets TOTAL		2024 Amount % $ 1,720,776 14 - - - - 5,039,146 40 24,955 - 394,122 3 67,055 1 32,473 - 1,500 - 17,241 - 1,081,406 9 230,116 2 8,608,790 69 166,784 1 945,446 8 2,449,898 19 212,698 2 35,587 - 70,632 1 13,164 - 22,924 - 33,347 - 76 - 3,950,556 31 $ 12,559,346 100		2023 Amount % LIABILITIES AND EQUITY CURRENT LIABILITIES $ 1,271,675 11 Short-term bank loans (Notes 19 and 33) Short-term bills payable (Notes 19 and 33) 20,342 - Contract liabilities - current (Notes 4, 5, 25 and 34) 130,056 1 Notes payable (Note 33) 5,059,068 42 Accounts payable (Note 33) 116,247 1 Accounts payable to related parties (Notes 33 and 34) 385,809 3 Current tax liabilities (Notes 4 and 27) 60,121 1 Provisions - current (Notes 4 and 22) 33,040 - Lease liabilities - current (Notes 4, 15 and 33) 780,128 6 Current portion of long-term bank loans (Notes 19 and 33) - - Accrued expenses and other current liabilities (Notes 21, 33 and 913,516 8 34 ) 141,146 1 Total current liabilities 8,911,148 74 NON-CURRENT LIABILITIES Financial liabilities at fair value through profit or loss - non-current (Notes 4, 7, 20 and 33) 80,999 1 Bonds payable (Notes 4, 20 and 33) 93,055 1 Long-term bank loans (Notes 19 and 33) 2,527,499 21 Deferred income tax liabilities (Notes 4 and 27) 233,910 2 Lease liabilities - non-current (Notes 4, 15 and 33) 36,508 - Net defined benefit liabilities - non-current (Notes 4 and 23) 61,957 - Guarantee deposits received (Notes 33 and 34) 15,354 - Other non-current liabilities (Notes 21 and 33) 1,946 - 75,747 1 Total non-current liabilities 400 - Total liabilities 3,127,375 26 EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE CORPORATION (Notes 4, 20, 24, 29 and 32) 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, 24, 30 and 32) Total equity $ 12,038,523 100 TOTAL		2024 Amount % $ 900,000 7 - - 485,620 4 23,450 - 3,474,295 28 182,445 2 21,106 - 4,987 - 25,459 - 182,445 1 577,559 5 5,877,366 47 1,000 - 946,423 8 160,860 1 17,681 - 162,259 1 135,544 1 748 - 9,435 - 1,433,950 11 7,311,316 58 2,045,312 16 997,808 8 1,023,232 8 135,152 1 964,565 8 (40,250) - 57,973 - 5,183,792 41 64,238 1 5,248,030 42 $ 12,559,346 100		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

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, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 25, 34 and 38) OPERATING COSTS (Notes 4, 11, 26 and 34) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 26 and 34) Selling and marketing expense General and administrative expense Research and development expense Expected credit gain (Notes 10 and 25) Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 26) PROFIT FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Interest income (Note 26) Other income (Notes 17, 26 and 34 ) Other gains and losses (Notes 26 and 34) Finance costs (Note 26) Share of loss of associates (Note 13) Foreign exchange gain (loss), net (Note 36) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 27) NET PROFIT FOR THE YEAR		2024 Amount % $ 7,502,801 100 6,125,314 82 1,377,487 18 (20,427) - 1,357,060 18 378,154 5 480,877 7 461,546 6 (10,322) - 1,310,255 18 (1,000) - 45,805 - 27,072 - 47,901 1 (15,358) - (57,458) (1) (43,123) (1) 116,768 2 75,802 1 121,607 1 11,286 - 110,321 1		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 (Continued)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 23, 24 and 33) 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 28) Basic Diluted		2024 Amount % $ 50,669 1 47,942 - 104,908 2 203,519 3 $ 313,840 4 $ 103,013 1 7,308 - $ 110,321 1 $ 306,557 4 7,283 - $ 313,840 4 $ 0.52 $ 0.52		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

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, 2024 AND 2023

(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
Share Capital Shares (In Thousands) Amount 195,531 $ 1,955,312 - - - - - - - - - - - - - - - - - - 195,531 1,955,312 - - - - - - - - - - - - - - - - - - 9,000 90,000 - - - - 204,531 $ 2,045,312	Capital Surplus $ 270,290 - - - - 16,253 - - - - 286,543 - - - (12) (12,293) 230,748 - - - 477,000 15,822 - $ 997,808	Retained Earnings		Unappropriated Earnings $ 1,104,072 (49,758) (351,956) 40,482 - - 174,971 25,216 200,187 - 943,027 (20,018) (7,775) (97,766) (6,585) - - 103,013 50,669 153,682 - - - $ 964,565	Other Equity Unrealized Valuation Exchange Gain on Differences on Financial Translation Assets of the Financial at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (128,817) $ 1,440 - - - - - - - - - - - - (16,366) 8,591 (16,366) 8,591 - - (145,183) 10,031 - - - - - - - - - - - - - - 104,933 47,942 104,933 47,942 - - - - - - $ (40,250 ) $ 57,973
					Exchange Differences on Translation of the Financial Statements of Foreign Operations $ (128,817) - - - - - - (16,366) (16,366) - (145,183) - - - - - - - 104,933 104,933 - - - $ (40,250 )
Shares (In Thousands) 195,531 - - - - - - - - - 195,531 - - - - - - - - - 9,000 - - 204,531		Legal Reserve $ 953,456 49,758 - - - - - - - - 1,003,214 20,018 - - - - - - - - - - - $ 1,023,232	Special Reserve $ 167,859 - - (40,482) - - - - - - 127,377 - 7,775 - - - - - - - - - - $ 135,152

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, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss reversed on trade receivables
Net gain on fair value changes of financial instruments at fair value
through profit or loss
Finance costs
Interest income
Dividend income
Share-based compensation
Share of loss of associates
Loss (gain) 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 (gain) loss 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
Other non-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 generated from (used in) operations
Income tax paid
Net cash generated from (used in) operating activities

2024
2023
$ 121,607
$ 244,030
159,524
175,871
17,552
26,562
(10,322)
(11,920)
(1,785)
(262)
57,458
50,819
(27,072)
(24,118)
(627)
(464)
15,822
-
43,123
43,527
949
(7,214)
1,439
1,010
51
268
10,602
14,120
20,427
72,780
(55,238)
22,532
-
(274,827)
(69)
(7)
75,113
(64,999)
91,636
(65,788)
(1,411)
(72,385)
(3,555)
(54,165)
8,190
39,816
2,869
(780)
(179,333)
684,367
(91,304)
(42,020)
324
(400)
(137,695)
(454,797)
(9,426)
(60,340)
900,013
(775,952)
133,355
52,502
1,082
(7,396)
1,780
(84,659)
(18,567)
(30,528)
1,126,512
(604,817)
(131,206)
(58,438)
995,306
(663,255)
(Continued)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

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
Disposal 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 (outflow) inflow on acquisition of subsidiaries
Net cash outflow on disposal of subsidiaries
Decrease in other receivables from related parties on disposal of
subsidiaries (Note 34)
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Decrease in refundable deposits
Acquisition of intangible assets
Increase in prepayments for equipment
Decrease in prepayments for equipment
Interest received
Dividend 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
Repayment of the principal portion of lease liabilities
Dividends paid
Issuance of ordinary shares for cash
Interest paid
Dividends paid to non-controlling interests
Net cash (used in) generated from financing activities
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES

2024
2023
$ (46,275)
$ (27,840)
10,046
10,854
135,035
-
(20,000)
-
40,527
5,000
(914,024)
(108,227)
(4,604)
100
-
(37,171)
778,239
-
(32,893)
(116,653)
-
38,774
42,578
42,164
(4,553)
(5,110)
(20,978)
-
-
389
29,858
27,983
627
464
(22,800)
-
(29,217)
(169,273)
8,877,572
9,551,000
(10,476,871)
(8,464,000)
1,498,396
599,251
(1,648,213)
(450,000)
1,174,201
-
(410,051)
(652,224)
-
457
(25,402)
(25,981)
(97,766)
(351,956)
567,000
-
(52,725)
(49,605)
-
(1,960)
(593,859)
154,982
76,871
(28,524)
(Continued)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

NET INCREASE (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	2024 $ 449,101 1,271,675 $ 1,720,776	2023 $ (706,070) 1,977,745 $ 1,271,675

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

(Concluded)

Attachment VI

Mirle Automation Corporation

2024 Annual 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 Changes in the ownership and equity over subsidiaries Net income after tax plus the amount of items other than net income for the period included in Undistributed earnings for the year Appropriation of legal reserve (10%) Reverse special reserve provided under the law (Explanations 2) Retained earnings for the current period Distribution items: Shareholder bonus - NTD 0.35 in cash Undistributed earnings at the end of the period	Amount
	$817,468,191 $ 103,012,931 50,668,977 153,681,908 (6,585,262) 964,564,837 (15,368,191) 135,151,963 1,084,348,609 (71,585,929) (71,585,929)
	$1,012,762,680

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
Changes in the ownership and equity over
subsidiaries
Net income after tax plus the amount of items
other than net income for the period included in
Undistributed earnings for the year
Appropriation of legal reserve (10%)
Reverse special reserve provided under the law
(Explanations 2)
Retained earnings for the current period
Distribution items:
Shareholder bonus - NTD 0.35 in cash
Undistributed earnings at the end of the period

Amount

$817,468,191
$ 103,012,931
50,668,977
153,681,908
(6,585,262)
964,564,837
(15,368,191)
135,151,963
1,084,348,609
(71,585,929)
(71,585,929)

$1,012,762,680

Explanation:

I. The beginning unappropriated earnings, after distribution for the 2023 fiscal year, is NT$817,468,191.
II. The special earnings reserve required by law is related to the foreign operation financial statement translation differences, as well as the adjustments for unrealized gains and losses on equity investments measured at fair value through other comprehensive income, totaling NT$135,151,963.

Chairman: Houng Sun

Manager: Shih-Tung Lin Accounting Supervisor: Max Lin

Attachment VII

Mirle Automation Corporation

Comparison Table of the Amended Articles of Incorporation

==> picture [476 x 542] intentionally omitted <==

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

Explanation of the
Item Amended Provision Current Provision
amendments
Article 43 If the company earns a profit for the Annual profits concluded by In accordance with the
year, at least 1% should be allocated the Company shall be subject Financial Supervisory
for employee compensation, no more to the remuneration to Commission’s (FSC)
than 2% for director compensation, employees of no less than 1% letter dated November 8,
and no less than 0.5% for the and that to directors of no more 2024, under FSC
distribution of compensation to than 2%. However, if the Securities Issuance
lower-level employees. However, if company still has accumulated Letter No. 1130385442,
the company still has accumulated losses, an amount to cover the the process has been
losses, an amount to cover the losses losses must be reserved in revised.
must be reserved in advance. advance. Employee
Employee remuneration may be paid remuneration may be paid in
in the form of stock or in cash based the form of stock or in cash
on the resolution of the Board of based on the resolution of the
Directors, and can be distributed to Board of Directors, and can be
the employees of affiliated companies distributed to the employees of
that meet certain requirements. affiliated companies that meet
The proposal for the remuneration to certain requirements. The
employees and Directors shall be proposal for the remuneration
reported to the General Meeting of to employees and Directors
shareholders. shall be reported to the General
Meeting of shareholders.
Article 46 The Articles of Incorporation was The Articles of Incorporation The date of this
established on January 18, 1989, was established on January 18, amendment is added.
signed by all founders and approved 1989, signed by all founders
by the Ministry of Economic Affairs and approved by the Ministry
on February 2 in the same year. of Economic Affairs on
(Dates of the 1st to 26th amendments February 2 in the same year.
omitted) (Dates of the 1st to 26th
XXVIII. The 28th amendment was amendments omitted)
made on May 29, 2024. XXVIII. The 28th amendment
XXIX. The 29th amendment was was made on May 29, 2024.
made on May 26, 2025.
Article 47: Deleted. The Articles of Incorporation The amendment to the
shall take effect upon the Articles of Incorporation
approval and registration of the shall take effect upon
competent authority. The same approval by the
shall apply to any amendments shareholders' meeting,
thereto. and therefore this
provision is deleted.
----- End of picture text -----

Attachment VIII

Mirle Automation Corporation 2025

Regulations on the Issuance of New Shares with Restricted Employee Rights

Article 1: Purpose

The Company aims to attract and retain key outstanding talents to achieve the Company’s medium- and long-term goals, to motivate employees to fully commit to achieving the Company’s operational objectives, thereby generating higher benefits for the Company and its shareholders, and ensuring that the interests of the Company’s employees are aligned with those of the shareholders. Based on Article 267, Paragraph 9 of the Company Act and the "Guidelines for Issuers in the Raising and Issuance of Securities" issued by the Financial Supervisory Commission (hereinafter referred to as the "Raising Guidelines"), the Company hereby establishes these Regulations on the Issuance of New Shares with Restricted Employee Rights (hereinafter referred to as the "Regulations").

Article 2: Issuance Period

The issue is allowed to be completed in full or in batch, if necessary, within one year from the date of receipt of a notice of effective registration from the competent authority. The Board of Directors shall authorize the Chairman to set the actual issue date.

Article 3: Eligibility Requirements for Allocation

(I) The recipients of the allocation shall be employees of the Company and its controlled companies. The eligible employees are limited to full-time employees who have been employed by the Company on the date of granting the new shares with restricted employee rights and who meet certain performance criteria.
(II) Eligible employees for allocation are limited to the following types of employees:
Key personnel related to the future development of the Company;
Employees whose individual performance holds considerable value for the Company; or
Core new employees.
(III) The Chairman shall propose and submit to the Board of Directors for the approval of the number of RSA allotable to qualified employees by reference to their seniority, job rank, performance overall contribution or special achievement or any other conditions to be considered by the management. For managerial personnel or directors concurrently serving as employees, prior approval by the Compensation Committee is required.
(IV) The Company shall grant to any single employee, according to the provisions of Article 56-1, Paragraph 1 of the Raising Guidelines, a cumulative number of subscription rights to employee stock warrants, plus the cumulative number of restricted employee rights shares acquired, which shall not exceed 0.3% of the total issued shares. In addition, the cumulative number of subscription rights granted to any single employee through the issuance of

employee stock warrants, as stipulated in Article 56, Paragraph 1 of the Raising Guidelines, shall not exceed 1% of the total issued shares. However, in cases where approval is obtained from the relevant authorities, the total number of employee stock warrants and restricted employee rights shares acquired by a single employee may exceed the aforementioned limitations. If the relevant authorities update the applicable regulations, the updated laws and regulations of the authorities shall apply.

Article 4: Total Issuance Amount

A total of 2,000 thousand common shares were issued at a par value of NT$10 per share, for a total of NT$20,000 thousand.

Article 5: Issuance Conditions

(I) Issuance Price: The shares are issued free of charge, with an issuance price of NT$0 per share.
(II) The shares issued and granted to employees are new common shares. The rights and obligations of these shares are the same as those of other outstanding common shares, except for the restrictions on rights until the vesting conditions in Article 6 are met.
(III) Vesting Conditions
Employees who still hold the position on each vesting date after being allotted the RSA and are held by the Company free from violations of the Company's labor contract, employees’ code of ethical conduct, trust contract, corporate governance best practice principles, ethical management best practice principles, work rules, noncompetition and confidentiality rule or agreements/contracts with the Company, and have also attained the personal performance appraisal indicators set by the Company may receive the RSA in the following manner on each vesting date of each year: One year after the term expires: 20%
- Two years after the end of the term: 25% Three years after the date of issuance: 25%

Four years after the end of the term: 30%

Personal Performance Criteria: The employee's performance rating for the most recent year at the end of the vesting period must be "A."
(IV) Handling of Employees Who Do Not Meet Vesting Conditions
After an employee receives restricted stock awards (RSAs), if the employee is not employed on the vesting date, or if the employee violates the conditions listed in Subparagraph 1, Paragraph 3 of Article 5, or commits any other major misconduct, the company will repurchase the unvested RSAs without compensation and cancel them.
If an employee voluntarily resigns, is dismissed, or is laid off during the vesting period, the company will repurchase the unvested RSAs without compensation and cancel them.
(V) If any of the following situations occur, the unvested RSAs will be handled as follows:

Leave of Absence Without Pay:
For employees who are approved by the company for leave of absence without pay, the unvested RSAs will be temporarily suspended from calculation starting from the effective date of the leave of absence and will resume upon the employee's return. The vesting schedule in Paragraph 3 of Article 4 will be deferred during the leave period. However, if the employee does not return after the leave of absence expires, the employee will be treated as voluntarily resigning.
Transfer to Affiliate Companies:
For employees who apply for a transfer to an affiliate company voluntarily, the company will repurchase the unvested RSAs without compensation and cancel them. If, due to the company's operational needs, the employee is transferred to an affiliate company, the rights and obligations of the unvested RSAs will remain unaffected and will continue to be processed in accordance with these regulations. However, the personal performance criteria will be reassessed based on the affiliate's performance standards after the transfer. Additionally, on the vesting date, the employee must continue to be employed by the affiliate or the company; otherwise, the vesting conditions will be considered unmet, and the company will repurchase the unvested RSAs without compensation and cancel them.
Retirement:

In the case of employees who retire, the Company deems the unvested restricted employee stock rights as not meeting the vesting conditions on the effective date of retirement. The Company will recall and cancel these stocks without compensation.

Employees Who Cannot Continue to Work Due to Physical Disability Caused by Occupational Injury:
The RSA not yet vested in them may be vested in them on the date of their resignation only in the vesting year when the Company's operating and personal performance indicators are confirmed to be met. The actual number of shares vested on that year shall be calculated based on the vesting conditions set forth herein; For the unvested restricted employee stock rights in a non-vested year, if individual performance objectives cannot be determined, the unvested stock rights can be fully vested.
General Death, or Death Due to Occupational Injury:
In the event of the death of an employee, the unvested restricted employee stock rights may be inherited by the employee's heirs after they complete the necessary legal procedures and provide relevant proof documents. The heirs may then apply to receive the shares or the rights to dispose of them. Notwithstanding, in the case of an employee’s death, the actual number of shares vested in the vesting year when his/her personal performance indicators are confirmed to be met shall be calculated based on the vesting conditions set forth herein. In the vesting year in which it is impossible to

verify how the personal performance indicators are met, the RSA not yet vested in the employee may be vested in the employee as a whole.

If the Company undergoes an organizational adjustment in accordance with the Business Mergers and Acquisitions Act, the unvested restricted employee stock rights will be deemed to have met the vesting conditions or not, with the vesting percentage approved by the Board of Directors.
If employees make significant contributions to the Company, upon termination of the employment relationship, the unvested restricted employee stock rights will be considered vested or not, with the vesting percentage determined individually by the Chairperson based on actual circumstances. However, managers must first obtain approval from the Remuneration Committee.
(VI)The Company will cancel all restricted stock rights retrieved without compensation.

Article 6: Restrictions on Rights Before Vesting of Allocated New Shares

(I) After the employee is granted the new shares but before the vesting conditions are met, except for inheritance, the employee may not sell, pledge, transfer, gift, set up or dispose of the restricted employee stock rights in any other way.
(II) After the employee has been granted the new shares but before the vesting conditions are met, the rights to attend, propose, speak, vote, and elect at shareholder meetings will be the same as those of the Company’s already-issued common stock and will be executed according to the trust agreement.
(III) For the restricted employee stock rights allocated to employees under this plan, before the vesting conditions are met, other rights, including but not limited to: dividend rights, legal reserve, and capital surplus distribution rights, as well as the right to subscribe for cash capital increases, will be the same as the Company’s already-issued common stock. The stock dividends and stock distributions obtained are not subject to vesting period restrictions. The relevant operations will be executed according to the trust agreement.
(IV) The book closure date for the distribution of bonus shares, the book closure date for the distribution of cash dividends, the book closure date for the subscription of cash capital increases, the book closure date for the distribution of shares as set forth in Article 165, Paragraph 3 of the Company Act, or the book closure date for the distribution of rights will apply until the vesting conditions are met. The time and procedure for the release of vested shares will be implemented according to the trust agreement or relevant legal provisions.

Article 7: Other Agreements

(I) After the issuance of new restricted employee stock rights, the shares must be entrusted to a trust. Before the vesting conditions are met, employees may not request the trustee to return the restricted employee stock rights for any reason or in any manner.

(II) During the trust custody period, the Company or a designated representative will fully represent the employee in negotiating, signing, amending, extending, lifting, or terminating the trust custody agreement with the stock trust custodian. This includes, but is not limited to, the delivery, use, and disposal of the trust property.

Article 8: Signing and Confidentiality

(I) Employees who are granted restricted employee stock rights must complete the "Restricted Employee Stock Rights Acceptance Agreement" and the relevant trust custody procedures as notified by the Company’s responsible unit before the restricted employee stock rights are considered acquired. If the relevant documents are not signed in accordance with the regulations, it shall be deemed that the employee waives their rights to the restricted employee stock.
(II) All employees and any individual who acquires restricted employee stock and derived rights under these regulations shall comply with the regulations and the "Restricted Employee Stock Acceptance Agreement." Violators shall be deemed as not having met the vesting conditions.

Article 9: Taxes

The related taxes of the restricted employee stock allotted to employees in accordance with these regulations shall be governed by the laws of the Republic of China at the time.

Article 10: Other Important Matters

(I) The Regulations shall take effect and be enforced upon approval of majority of the directors present at a Board meeting attended by more than two-thirds of the whole directors and per the resolution adopted by a shareholders’ meeting. If an amendment is necessary due to changes in laws, regulations, or the review requirements of competent authorities, the Chairman is authorized to make such amendments. Issuance of shares may only occur after the amendment has been submitted to the Board of Directors for ratification.
(II) Any matters not covered by these regulations shall be amended or executed by the Board of Directors or its authorized personnel, with full power of attorney, unless otherwise provided by applicable laws and regulations.

Attachment IX

Mirle Automation Corporation List of Director (Independent Director) Candidates

==> picture [682 x 267] intentionally omitted <==

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

Serial Number of
Title Name Major education and experience Current position
number shares held
Mirle Automation Corporation - President
Mirle Automation Technology (Shanghai)
Co., Ltd. - Chairman
Ph.D. in Mechanical Engineering, University of
Main Drive Corporation - Chairman
Wisconsin
1 Director Houng Sun 4,210,558 Mirle Perovskite Solar Corp. – Chairman
ITRI Mechanical and Mechatronics Systems
Shenzhen Hichain Mirle Technology CO.,
Lab - Deputy Head
LTD. – Director
Shenzhen KOMO Innovation Robot
Technology Co., Ltd. – Director
Lien Sheng
Investment Co., Department of Accounting, Hsingwu University
2 Director Ltd. 9,223,099 Fu Sheng Industrial Co., Ltd. - Manager of Lien Sheng Investment Co., Ltd. - Director
Representative: Chairman's Office
Wei-Chen Li
3 Director [I-MEI Foods Co., ] 11,919,382 Not applicable Mirle Automation Corporation – Director
Ltd.
----- End of picture text -----

Mirle Automation Corporation List of Director (Independent Director) Candidates

==> picture [683 x 315] intentionally omitted <==

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

Serial Number of
Title Name Major education and experience Current position
number shares held
I-Mei Foods Co., Ltd. - President
Taiwan News – Publisher
Openfind Information Technology, Inc. -
Chairman
I-Me-I Information Technology Co., Ltd. -
Mechanical Division, Department of
Chairman
Agricultural Engineering, National Taiwan
4 Director Chih-Ming Kao 1,501,251 Digiforen Technology Co., Ltd – Chairman
University
I-Mei Environmental Protection Foundation
I-MEI Foods Co., Ltd. - President
– Chairman
Golden Saddle Machinery Co., Ltd. –
General Manager
Taiwan Uav Industry Technology Integration
Association – Chairman
Ph.D. in Industrial Engineering, Purdue
Industrial Technology Research Institute
University
Center for Measurement Standards -
5 Director Chang Hsu 0 Industrial Technology Research Institute - Consultant
Quality Management Representative
Chinese Metrology Society - Standing
Asia Pacific Metrology Programme (APMP) - Director
Executive Committee Member
----- End of picture text -----

Mirle Automation Corporation List of Director (Independent Director) Candidates

==> picture [682 x 381] intentionally omitted <==

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

Serial Number of
Title Name Major education and experience Current position
number shares held
Mirle Automation Corp. – CEO
Mirle Automation Technology (Shanghai)
Co., Ltd. – Director
Mirle Perovskite Solar Corp. – Director
Department of Mechanical Engineering,
Factory Automation International Co., Ltd. -
National Cheng Kung University
Director
ITRI Mechanical and Mechatronics Systems
Iot Services Information System
Lab - Assistant Engineer
6 Director Shih-Tung Lin 226,430 Mirle Automation Corp. – General Manager of Corporation – Director
Shenzhen Hichain Mirle Technology Co.,
Advanced Systems Business Group
Ltd.– Director
Mirle Automation Corp. – General Manager of
Shenzhen KOMO Innovation Robot
Joint Ventures Business Group
Mirle Automation Corp. – Vice President Technology Co., Ltd. – Director
Shenzhen Wedali innovation Technology
Co., Ltd.– Director
Mirle Automation Inter Co., Ltd. – Director
Chartered Engineer/Ph.D. in Engineering,
Technische Universität Berlin School of
Independent Mechanical Engineering Department of Mirle Automation Corporation -
7 63,803
Director [ Chia-Ming Hsu ] Mechanical Engineering Independent Director
Feng Chia University - Professor/Head of
Department/President
----- End of picture text -----

Mirle Automation Corporation List of Director (Independent Director) Candidates

==> picture [682 x 379] intentionally omitted <==

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

Serial Number of
Title Name Major education and experience Current position
number shares held
Chief of Preparatory Division, National Space
Program Office, Executive Yuan
ITRI Mechanical and Mechatronics Systems
Lab – Head
Norm Pacific Automation Corp. - Chairman
Chienkuo Technology University - President
Ph.D. in Mechanical Engineering, University of
Wisconsin
Independent National Chiao Tung University – Navigate Fulllife Center of Viatech
8 0
Director [ Paulo Hsu ] Foundation – CEO
Professor/College of Electrical Engineering –
Vice Dean
Chinese Automatic Control Society – Chairman
Ph.D., Department of Accounting, National Professor, Department of Accounting, Taipei
Taiwan University University
Chair of the Department of Accounting and Independent Director of BenQ Medical Co.,
Independent Director of the Graduate Institute, Taipei Ltd.
9 0
Director [ Hsuan-Lien Chu ]
University, Director of the Division of Independent Director of DATA IMAGE
Continuing and Professional Education and CORPORATION
Director of the Library Director of the PricewaterhouseCoopers
Managing Director, Land Bank of Taiwan Education Foundation
----- End of picture text -----

Mirle Automation Corporation List of Director (Independent Director) Candidates

==> picture [682 x 145] intentionally omitted <==

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

Serial Number of
Title Name Major education and experience Current position
number shares held
Ernst & Young Independent Jury Member of Committee Member of the Taipei City
Government Health Bureau's Supervisory
Ernst & Young Enterprise Awards
Committee for Medical Funds of City
Member, CPA Disciplinary Committee, Medical Institutions
Financial Supervisory Commission
Advisory Committee Member of the Taiwan
Securities Over-the-Counter Trading Center
----- End of picture text -----

Rationale for continuing to nominate Mr. Chia-Ming Hsu, who has served as the Company’s Independent Director for three consecutive terms: Mr. Chia-Ming Hsu has served as the Company’s independent director for more than three terms. In light of the professionalism and expertise that he has in automation technologies and their application in the industry and the future operational strategies and developments of the Company, while serving as independent director, he will be able to make the best of what he is good at and supervise the Board of Directors and provide professional opinions and to also keep his independence and righteous judgment. This is why Mr. Chia-Ming Hsu continues to be nominated as an independent director candidate.

Attachment X

Mirle Automation Corporation

Business strife limitation items proposed to be lifted for director candidates

==> picture [441 x 485] intentionally omitted <==

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

Name Proposal for the Removal of Competition Restrictions
Mirle Automation Technology (Shanghai) Co., Ltd. - Director
Shenzhen Hichain Mirle Technology CO., LTD. – Director
Houng Sun Shenzhen KOMO Innovation Robot Technology Co., Ltd. – Director
Main Drive Corporation – Director
Mirle Perovskite Solar Corp. – Director
Mirle Automation Technology (Shanghai) Co., Ltd. – Director
Shenzhen Hichain Mirle Technology CO., LTD. – Director
Shenzhen KOMO Innovation Robot Technology Co., Ltd.– Director
Shenzhen Wedali innovation Technology Co., Ltd. – Director
Shih-Tung Lin
Mirle Automation Inter Co., Ltd. – Director
Mirle Perovskite Solar Corp. – Director
Factory Automation International Co., Ltd. – Director
Iot Services Information System Corporation – Director
Benq Medical Co., Ltd. – Independent Director
Hsuan-Lien Chu
Data Image Corporation – Independent Director
----- End of picture text -----

Appendix I

Mirle Automation Corporation Shareholding status of all directors

==> picture [727 x 294] intentionally omitted <==

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

Record Date ： March 28,2025
Shareholding when Elected Current Shareholding
Title Name Elected Date Remark
Type No. of shares [Ratio to current ] Type No. of shares Ratio to current
issued shares issued shares
Common Common
Chairman Houng Sun June 9, 2022 3,823,059 1.96% 4,210,558 2.06%
stock stock
Common Common
Director I-MEI Foods Co., Ltd. June 9, 2022 11,496,066 5.88% 11,919,382 5.83%
stock stock
Wei-Chen Li, Representative of Lien Common Common
Director June 9, 2022 8,895,541 4.55% 9,223,099 4.51%
Sheng Investment Co., Ltd stock stock
Common Common
Director Chang Hsu June 9, 2022 0 0.00% 0 0.00%
stock stock
Common Common
Director Chih-Ming Kao June 9, 2022 1,337,983 0.68% 1,501,251 0.73%
stock stock
Independent Common Common
Chia-Ming Hsu June 9, 2022 63,803 0.03% 63,803 0.03%
Director stock stock
Independent Common Common
Paul Hsu June 9, 2022 0 0.00% 0 0.00%
Director stock stock
Independent Common Common
Hsuan-Lien Chu May 29, 2024 0 0.00% 0 0.00%
Director stock stock
Common
Total 25,616,452 26,918,093
stock
----- End of picture text -----

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

Total shares issued as of May 29, 2024： 195,531,226 shares

Total shares issued as of March 28, 2025：204,531,226 shares

Note:The number of shares which shall be held by all the Company’s directors is 12,000,000 in accordance with the law. As of March 28, 2025, the number of shares held is 26,854,290. The Company has established an Audit Committee, so there is no statutory requirement for the number of shares that supervisors should hold.

◎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.

Appendix 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 Board of Director and the competent authority, establish branches at home and aBoard.

Article 4: Deleted.

Chapter II Business

Article 5:

(1) CB01010 Mechanical Equipment Manufacturing
(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)

Article5-1: 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 NTD2.5 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.
Article7-1: 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.
Article7-2: 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’s shares are in registered form and shall be signed or sealed by directors representing the Company, and shall be duly certified or authenticated by the competent authority or a registration institution approved thereby in accordance with the laws before issuance.
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 Board 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 Board 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 Directors and Audit Committee

Article 23: The Company shall establish 5 to 11 seats for directors in the Board of Directors, who shall be persons of legal competence elected in the shareholders’ meeting for a term of three years and may be relected 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 23Of all the director seats mentioned above, the Company shall appoint at least three 1: independent directors in accordance with the Securities and Exchange Act. 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 to business plans.
III. Approval of the establishment and revocation of branches.
IV. Review and approval of essential contracts.
V. Proposal for the Company’s capital increase, issuance of new shares or merger with other companies.
VI. Review and approval of real estate trades and material capital expenditure.
VII. Review and approval of budgets and final accounting.
VIII. Proposal to shareholders’ meetings for distribution of surplus earnings or covering losses to shareholders’ meetings.
IX. Approval of endorsement, acceptance, guarantee and commitment in the name of the Company.
X. Approval of the Company's application to 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 and amendment to contracts for technical cooperation.

XII. Review and approval of re-invesment in related business.
XIII. Review and approval of the appointment/discharge and remuneration of 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 Board 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’ meetings shall be convened at least once every quarter.
Article 27: Except that the first Board meeting of each newly elected Board 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 Board 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 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..

Article29-1: 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 may 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.

Article 36: Deleted. Article 37: Deleted. Article 38: Deleted. Article 39: Deleted. Article 40: Deleted.

Chapter VII Accounting Policy

Article 41: The Company’s fiscal year shall commence on January 1 and end on December 31 every year. After the end of each fiscal year, the Board of Directors shall prepare the following statements and bring them forth during 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 employee remuneration of no less than 1% and the remuneration for directors shall be provided no more than 2% of the annual profits. 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 report on allocation of remuneration to employees and directors shall be submitted to a shareholders’ meeting.
Article 43The Company's dividend policy shall enable the shareholders to share the Company’s 1: 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: Deleted.. Article 45: Anything not covered by the Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.
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.
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 is made on July 29, 2021. XXVII. The 27th amendment is made on June 9, 2022. XXVIII. The 28th amendment was made on May 29, 2024. 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.

AI assistant

Mirle — AGM Information 2025

52102_rns_2025-06-10_b07a09e6-2bf0-4947-981e-70a997ca77a2.pdf

Mirle Automation Corporation

2025 Shareholders’ Meeting Handbook

Table of Contents

Mirle Automation Corporation

2025 Annual General Meeting Procedure

Mirle Automation Corporation

2025 Shareholders’ Meeting Agenda

Proposals Items

Discussion Items

Election Matters

Other Proposals

Extempore Motions

Adjournment

2024 Business Report

I. 2024 Business Report

1. Results of Business Plan Implementation:

3. Analysis of Financial Income, Expenditure and Profitability

Audit Committee’s Report

Mirle Automation Corporation

(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

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (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, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(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, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (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, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Mirle Automation Corporation

2024 Annual Earnings Distribution Table

Mirle Automation Corporation

Comparison Table of the Amended Articles of Incorporation

Regulations on the Issuance of New Shares with Restricted Employee Rights

Article 1: Purpose

Article 2: Issuance Period

Article 4: Total Issuance Amount

Article 9: Taxes

Mirle Automation Corporation List of Director (Independent Director) Candidates

Mirle Automation Corporation List of Director (Independent Director) Candidates

Mirle AGM Information 2025