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Optimax AGM Information 2022

Jun 29, 2022

52283_rns_2022-06-29_672c36e4-0c01-46b3-8dae-c5b4cff6fe69.pdf

AGM Information

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TWSE 3051

OPTIMAX TECHNOLOGY CORPORATION

2022 Annual General Shareholders’ Meeting

Meeting Agenda

(Translation)

Date June 23, 2022

Note to Readers

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 version shall prevail.

OPTIMAX TECHNOLOGY CORPORATION 2022 Annual General Shareholders' Meetin g

Time 9:00 a.m., Thursday, June 23, 2022

Place Southern Tao-Yuan Youth Activity Center

(Located at No. 128, Sec. 1, Yanping Rd., Pingzhen Dist., Taoyuan City)

Meeting Agenda

The Chairman Calls the Meeting to order

Chairman’s Address

Chairman’s Address
1. Report Items
(1) To report the business of 2021....................................................................................... 2
(2) Audit Committee’s review report.................................................................................. 2
(3) Report on the capital reduction in 2021 to make up for losses on the implementation
of the sound operation plan and the report on the implementation results ................... 2
2.Ratification Matters
(1) To accept 2021 Business Report and Financial Statements ........................................... 2
(2) To accept the proposal for 2021 appropriation of profit and loss.................................. 2
3.Discussion Matters
(1) To approve the amendment to the "Articles of Incorporation"....................................... 3
(2) To approve the amendment to the " Procedure for Acquisition or Disposal of Assets” 3
4.Election Matters
(1) To co-opt Independent Director .................................................................................... 3
5.Other Matters
(1) To approve removal of the non-competing duty for directors….................................. 3
6. Questions and Motions 3
7. Meeting Adjourned 3
Attachments
(1) Business Report ............................................................................................................ 4
(2) Audit Committee’s Review Report……………………………………....................... 6
(3) Report on the capital reduction in 2021 to make up for losses on the implementation
of the sound operation plan and the report on the implementation results ................... 7
(4) 2021 Individual Financial Statements and Report........................................................ 8
(5) 2021 Consolidated Financial Statements and Report.................................................... 17
(6) Comparison table for "Articles of Incorporation" ........................................................ 26
(7) Comparison table for "Procedure for Acquisition or Disposal of Assets".................... 27
(8) Candidate List of Independent Director........................................................................ 29
Appendices
(1) Rules and Procedures for Shareholders' Meeting ......................................................... 30
(2) Articles of Incorporation (Before amendment) ............................................................ 32
(3) Procedures for Election of Directors ........................................................................... 36
(4) Shareholdings of All Directors...................................................................................... 39

1

Report Items

1. To report the business of 2021 Explanation:

The 2021 Business Report is attached hereto as Attachment 1 (page 4).

2. Audit Committee's Review Report

Explanation:

The 2021 Audit Committee’s review report is attached hereto as Attachment 2 (page 6).

3. Report on the Capital Reduction in 2021 to make up for losses on the implementation of the sound operation plan and the report on the implementation results. Explanation:

The report on the Capital Reduction in 2021 to make up for losses on the implementation of the sound

operation plan and the report on the implementation results is attached hereto as Attachment 3 (page 7).

Ratification Matters

1. To accept 2021 Business Report and Financial Statements. (Proposed by the Board of Directors)

Explanation:

  • (1) The 2021 Financial Statements were audited by the independent auditors, Hsin-Liang, Wu and Li-Chen, Peng of BAKER TILLY CLOCK & CO.

  • (2) For the 2021 Independent Auditors' Report, and the 2021 Financial Statements, please refer to Attachments 3~4 (pages 8~25).

  • (3) For the 2021 Business Report, please refer to Attachment 1 (page 4).

Resolution:

2. To accept the proposal for 2021 appropriation of profit and loss. (Proposed by the Board of Directors)

Explanation:

OPTIMAX TECHNOLOGY CORPORATION

2021 Appropriation of profit and loss

In New Taiwan Dollars
Items
Amount
The initial accumulated deficit
Make up item
Capital reduction to make up for losses
Plus : Other comprehensive profit (loss)
(2022 actuarial loss of defined benefit plans)
Plus : 2021 net profit
Set aside items
Less : Legal Reserve (10%)
Less : Special reserve(0%)
(2,005,320,696)
1,553,323,960
(2,938,106)
809,938,306
35,500,346
0
The end undistributed surplus
319,503,118
Chairman:Peter, Chao
President:Wilson, Chao Accounting Officer:Zong-Ze, Chen

Resolution:

2

Discussion Matters

1. To approve the amendment to the Articles of Incorporation. (Proposed by the Board of Directors) Explanation:

  • (1) As provisioned in Article 172-2 of the Company Act, the company proposes to amend the Company’s Articles of Incorporation.

  • (2) Comparison table for Articles of Incorporation, please refer to Attachment 5 (page 26).

Resolution:

2. To approve the amendment to the Procedure for Acquisition or Disposal of Assets. (Proposed by the Board of Directors)

Explanation:

  • (1) According to the regulatory requirements, the company proposes to amend the Procedure for Acquisition or Disposal of Assets.

  • (2) Comparison table for Procedure for Acquisition or Disposal of Assets, please refer to Attachment 6 (page 27).

Resolution:

Election Matters

1. To co-opt Independent Director. (Proposed by the Board of Directors)

Explanation:

  • (1) In compliance with the laws and regulations, an independent director will be elected at this Annual Shareholders’ Meeting. The term of the independent director will start from June 23, 2022 to August 26, 2024.

  • (2) Pursuant to the Article 13 of the Articles of Incorporation, the candidate must be nominated through a nomination process and the director will be elected from the nominated candidate list, please refer to Attachment 7 (page 29).

Voting by Poll:

Other Matters

1. To approve removal of the non-competing duty for director. (Proposed by the Board of Directors) Explanation:

  • (1) As provisioned in Article 209 of the Company Act, "A director who does anything for himself or on behalf of another person that is within the scope of the company's business shall explain to the meeting of shareholders the essential contents of such an act and secure its approval".

  • (2) The proposed cancelation of non-competing duty on the candidate of director:

Position Name Participation in Competitive Business
Independent
Director
Hsin Huang Owner, HITOFUN LTD.

Resolution:

Extemporary Motions

Meeting Adjourn

3

Attachment 1

2021 Business Report

I. 2021 Business Report:

(I) The results of implementation of the business plan

In 2021, due to the steady growth of the panel supply, the polarizer industry has also grown synchronously, and the Metaverse and other VR/AR industry themes are fermenting, resulting in a thriving market for polarizers. In addition to stabilizing customers for TFT-LCD polarizers such as TV and Monitor, the company also continues to increase customers for high-margin products such as TN STN polarizers for industrial computers, automotive dye-based polarizers and iodine-based polarizers to maintain growth. In addition, high-margin products such as polarizers and HUD reflective films for sunglasses and VR/AR products have also been the focus of development in recent years. In 2021, thanks to the efforts of the company's chairman, president and all colleagues, the gross profit reached 24.46%, and the operating profit rate also reached 9.93%, which is really commendable. In terms of non-operating income, rental income decreased from NT$132,336,000 in 2020 to NT$24,452,000 in 2021 due to the disposal of the Plant in Southern Taiwan Science Park. Real estate, plant and equipment impairment reversal benefit of NT$2,869,000, and the Plant in Southern Taiwan Science Park lease contract modification benefit of NT$11,398,000, and exchange benefit of NT$504,000. For non-operating expenses, interest is mostly NT$54,049,000. Losses from disposal of real estate, plant and equipment amounted to NT$7,516,000, and share of losses from subsidiaries, affiliates and joint ventures recognized using the equity method was NT$24,518,000. To sum up, the net profit before tax in 2021 was NT$834,863,000, and the net profit after tax was NT$809,938,000. Looking forward to the future, the company's management team will continue to uphold the management model and the spirit of perseverance and the pursuit of profit maximization, and will continue to expand the market for polarizer products such as sunglasses, vehicle-mounted products and VR/AR to increase profits. In terms of nonoperating income and expenditure, the company has signed a lease contract of Pingzhen No. 2 Factory with a domestic logistics company, and actively repaid bank loans to reduce interest costs to improve financial conditions, and to pursue the company's maximum profit as its goal, in order to live up to the expectations of all shareholders.

(II) Analysis of the budget enforcement, receipts and expenditures, and profitability:

(II) Analysis of the budget enforcement, receipts and expenditures, and profitability: (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: (II) Analysis of the budget enforcement, receipts and expenditures, and profitability:
In Thousands of New Taiwan Dollars;%
Item 2021 % 2020 % Amount of
increase/
decrease
%
Operatingrevenue 3,191,831 100.00 2,417,836 100.00 773,995 32.01
Operating grossprofit 780,838 24.46 445,622 18.42 335,216 75.22
Operatingnetprofit 316,831 9.93 118,443 4.90 198,388 167.50
Annual netprofit(loss) 834,863 26.16 31,198 1.29 803,665 2,576.01
Annual netprofit(loss)of tax 809,938 25.38 16,464 0.68 793,474 4,819.45

Turnover in 2021 increased by NT$773,995,000 compared to 2021, and gross profit margin increased from 18.43% in 2020 to 24.46% in 2021, mainly due to a better product mix and new automotive product customers. In terms of business women's use, sales expenses increased by NT$56,475,000 compared with 2010, mainly due to the increase of commission expenses by NT$24,233,000, export expenses by NT$19,921,000, and labor management by NT$6,726,000. R&D expenses increased by NT$3,157,000 compared to 2020, mainly due to the increase of NT$1,926,000 in water, electricity and gas costs, and the increase of NT$4,063,000 in commissioned research projects. The expected credit impairment losses increased by NT$76,221,000 compared with 2020, mainly due to the large increase in overdue accounts of some customers. To sum up, the overall sales in 2021 increased by NT$136,828,000 compared with 2020. In terms of non-operating income and expenditure in 2021, the net income increased by NT$629,795,000 compared with 2020, mainly due to the benefits of disposal of the Plant in Southern Taiwan Science Park by NT$522,291,000, lease modification benefits of NT$11,398,000, and other income-others increased NT$53,908,000. Based on the above reasons, the net profit after tax in 2021 increased by NT$793,474,000 compared with 2020.

4

Item 2021 2020
Analysis of financial
Structure
Debt to asset ratio(%) 57.70 85.86
Long-term fund to real estate, factory,
and Equipment ratio(%)
181.80 332.22
Analysis of debt-paying
structure
Current Ratio(%) 232.73 362.58
Quick Ratio(%) 108.54 296.22
Analysis of profitability ROA(%) 12.53 1.32
ROE(%) 49.39 1.32
Netprofit(loss)ratio(%) 25.37 0.68
Basic earningsper share(NT$) 4.76 0.10

(III) Status of production and R&D

The development direction is mainly on vehicle-mounted products, VR, sunglasses and cost reduction. Therefore, the part of vehicle-mounted products will focus on improving reliability and viewing angle to meet the increasing reliability requirements of customers; the cost reduction part will target the localization of materials, such as PVA, TAC and PSA materials.

The development direction of each product as follows:

  1. In the development of large-size TV/MNT products, in response to the regular price reduction needs of customers, it is necessary to evaluate cheap materials. In addition, the waterproof materials, such as PET and PMMA will also be aggressively evaluated.

  2. In the application of small and medium-sized, the dye-based polarizers, besides the original industrial control products, such as electricity meters, the automobile instruments and displays have also developed corresponding polarizers. In the vehicle-mounted plarizers, how to improve the reliability (from the original guaranteed 95 degrees to 105 degrees) and how to match the customer panel design to improve the viewing angle to meet the specifications of European OEM5.1 version are the key points of development in the future.

  3. For the sunglasses ploarizers, we will continue to develop new products in response to customer needs.

  4. For the surface self-coated products, mainly made of AG with high unit price and high precision.

II. Future planning

(I) The principle of operation and policy of production and sale

  1. The principle of stable operation, stable quality and rise yield to reduce costs.

  2. Repay long-term and short-term bank loans to reduce interest expenses.

  3. Concentrate resources on the development of high-margin polarizer products, such as high weather resistant vehicle-mounted applications and thinner polarizers, as well as polarizers for VR products.

  4. Revitalize idle assets, lease and dispose of related equipment in Pingzhen No. 2 Plant.

(II) The Company's future strategy of development

  1. Develop important clients to increase the company's revenue, such as LCD panel manufacturers in Chinese Mainland.

  2. Do not compete in the low-margin market, and strive to muscle for the niche market with high gross

  3. profit and high cash inflow.

  4. Fully develop polarizers for high weather resistant vehicle-mounted and VR/AR products, in addition to the sunglasses ploarizers.

  5. Continue to develop new clients in Taiwan, Chinese Mainland, Japan and South Korea.

Chairman Peter, Chao President Wilson, Chao Accounting Officer Zong-Ze, Chen

5

Attachment 2

Audit Committee's Review Report

The Board of Directors has made and reported the Company's 2021 financial statement, the business report, and the proposal of appropriation of profit and loss. The Audit Committee found no discrepancy between the reported documents and facts after verifying. The Audit Committee hereby produced and sent forth the report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To: Optimax Technology Corporation 2022 Annual General Meeting.

Chairman of the Audit Committee Ted, Kuo March 24, 2022

6

Attachment 3

Report on the capital reduction in 2021 to make up for losses on the implementation of the sound operation plan and the report on the implementation results

  • Reasons for capital reduction: to make up for the accumulated losses in the previous years and to improve the financial structure.

Control measures for the implementation of the operation plan:

  1. Continue to develop new products to increase gross profit.

  2. The merger of the production lines of second Plants in order to concentrate resources and reduce operating costs.

  3. Continue to revitalize idle assets, such as the lease of the Pingzhen #2 Factory.

  4. Strengthen the control of five major cash expenses.

Implementation results:

  1. Continuously develop new products as follows:

  2. (1) New product development: vehicle dyes, iodine-based polarizers, the revenue in 2020 accounted for about 16.9% of the total revenue, the average monthly revenue was about NT$34 million, and the revenue in 2021 accounted for about 24.2% of the total revenue. The average monthly turnover is about NT$64 million.

  3. (2) VR/AR product development: the revenue of about NT$31.25 million, monthly average of about NT$2.6 million in 2021.

  4. Relocation of the production line of the Pingzhen #2 Factory:

It has been planned to relocate the #2 factory to the #1 and #3 factories, including offices and production lines. The relocation of the production line is helpful for the centralized management of resources to reduce the production cost. For example, the electricity cost of the #2 factory in 2021 is about NT$1 million, after the relocation, the monthly saving is about NT$500,000, and the depreciation expense is saved about NT$1 million per month.

  1. Continue to activate idle assets:

In 2021, the interests of the Plant in Southern Taiwan Science Park were punished by about NT$522 million. The R&D building of the Pingzhen factory has been rented out at a monthly rent of NT$500,000 (tax included), and the #2 factory has also been rented out with a monthly rent of about NT$3.77 million (tax included) for a five-year lease term.

  1. Continue to activate idle assets:

The five major cash expenses will be about NT$79 million at the lowest point in 2021, and will not exceed NT$100 million at the highest point. While increasing operating gross profit, it also reduces operating expenses.

7

Attachment 4

Independent Auditors’ Report

To the Board of Directors of Optimax Technology Corporation:

Opinion

We have audited the individual financial statements of Optimax Technology Corporation (“the Company”), which comprise the balance sheets as of December 31, 2021 and 2020, the statements of comprehensive income, statements of changes in equity, and statements of cash flows for the years ended December 31, 2021 and 2020, and notes to the individual financial statements including a summary of significant accounting policies.

In our opinion, the accompanying individual financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for each of 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 by following the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Individual Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the audits report of other independent accountants, 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 2021 Individual Financial Statements of Optimax Technology Corporation. These matters were addressed in the context of our audit of the Individual Financial Statements as a whole and in forming our opinion thereon. We do not provide a separate opinion on these matters individually. The accountant's judgment should communicate the key audit matters on the audit report as follows:

1. Inventory Valuation

For the accounting policies of inventories, please refer to Note 4 (5) of the Individual Financial Statements; For the accounting estimates of the inventory evaluation and the description of the uncertainty of the assumptions, please refer to Note 5 of the Individual Financial Statements; For the description of important accounting items in inventories, please refer to Note 6 (6) of the Individual Financial Statements.

The main business item of Optimax Technology Corporation is the manufacture and sales of polarizers. Because the inventory is easily affected by the market demand of the products used and the yield rate of the production process, resulting in sluggish or falling prices, so the inventory evaluation is listed as one of the key audit matters.

Our audit procedures performed in respect of the above area included the following:

8

  • (1) Check the inventory age report and analyze the changes of inventory age in each period.

  • (2) Evaluate the rationality of accounting policies, such as inventory depreciation or sluggish withdrawal policies.

  • (3) Assess whether the valuation of inventories has been in accordance with the company's established accounting policies.

  • (4) Obtain the report of the net realizable value of inventories on the end of the financial reporting period, the selling price of goods or the purchase price used to check the net realizable value, and other data sources, and recalculate the accrued inventory allowance to offset the loss in value to confirm such data. The performance of accounting estimates is consistent with its policies.

  • (5) Understand the process of inventory management, review its annual inventory plan and participate in annual inventory, and check inventory details to evaluate the effectiveness of management in distinguishing and controlling obsolete inventory.

2. Impairment assessment of Property, plant and equipment

For the accounting policy of asset impairment, please refer to Note 4 (10) of the Individual Financial Statements; For the uncertainty of the accounting estimates and assumptions of the asset impairment assessment, please refer to Note 5 of the Individual Financial Statements; For the description of important accounting items in Property, plant and equipment, please refer to Note 6 (9) of the Individual Financial Statements.

Optimax Technology Corporation is a highly capitalized industry and is facing the interference of various factors such as the economic environment and industry competition; due to the assessment of impairment of Property, plant and equipment, it is necessary to estimate and discount the future cash flow to estimate the recoverable amount and other processes, which are inherently highly uncertain, so the assessment of impairment of Property, plant and equipment is one of the key audit matters.

Our audit procedures performed in respect of the above area included the following:

  • (1) Understand the relevant policies and procedures for impairment assessment, and assess the rationality of the management to identify the cash-generating units that may be impaired.

  • (2) Regarding the recoverable amount of the independent assessment report issued by a third party appointed by Optimax Technology Corporation, examine the reasonableness of the relevant assumptions, and assess the qualification and independence of the appraiser.

The Management's Responsibility and Governing Body of the Individual Financial Statements

It is the management's responsibility to fairly present the Individual Financial Statements in conformity with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers," and to maintain internal controls which are necessary for the preparation of the Individual Financial Statements so as to avoid material misstatements due to fraud or errors therein.

In preparing for the individual financial statement, responsibilities of the management also included assessment of the capacity to continue operation, disclosure of related matters and the accounting approaches to be adopted when the Company continues to operate unless the management intends to liquidate or suspend

9

the business of Optimax Technology Corporation if there was not any other option except liquidation or suspension of the Company's business.

The governing bodies of Optimax Technology Corporation (including the Audit Committee) have the responsibility to oversee the process by which the financial statements are prepared.

The Accountants' Responsibilities in Auditing the Individual Financial Statements

Our objectives are to obtain reasonable assurance on whether the Individual Financial Statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. "Reasonable assurance" refers to high level of assurance. Nevertheless, our audit, which was carried out in accordance with the generally accepted auditing standards, does not guarantee that a material misstatement(s) will be detected in the Individual Financial Statements. Misstatements can arise from fraud or error. Misstatements 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 Individual Financial Statements. We have utilized our professional judgment and maintained professional skepticism when exercising auditing work in accordance with the generally accepted auditing standards. We also:

  1. Identified and evaluated the risk of a material misstatement(s) due to fraud or errors in the Individual Financial Statements; designed and carried out appropriate countermeasures for the assessed risks; and obtained sufficient and appropriate evidence as the basis for the audit report. The risk of not detecting a significant 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.

  2. Acquired necessary understanding of internal controls pertaining to the audit in order to develop audit procedures appropriate under the circumstances. Nevertheless, the purpose of such understanding is not to provide any opinion on the effectiveness of the internal controls of Optimax Technology Corporation.

  3. Assess the appropriateness of the accounting policies adopted by the management level, as well as the reasonableness of their accounting estimates and relevant disclosures.

  4. Concluded, based on the audit evidence acquired, on the appropriateness of the management's use of the going-concern basis of accounting, and determined whether a material uncertainty exists where events or conditions that might cast significant doubt on the ability of Optimax Technology Corporation to continue as going concerns. If we believe there are events or conditions indicating the existence of a material uncertainty, we are required to remind the users of the Individual Financial Statements in our audit report of the relevant disclosures therein, or to amend our audit opinion when any inappropriate disclosure was found. Our conclusion is based on the audit evidence acquired as of the date of the audit report. However, future events or conditions may cause Optimax Technology Corporation to cease to continue as a going concern. However, future events or conditions may cause Optimax Technology Corporation to cease to continue as a going concern.

  5. Evaluated the overall presentation, structure, and content of the Individual Financial Statements (including the related notes), and determined whether the Individual Financial Statements present related transactions and events fairly.

    1. Acquire sufficient and appropriate audit evidence for the financial information of the investee company that adopts the equity method to express opinions on Individual Financial Statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion on Optimax Technology Corporation.

10

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 provided governing bodies with a declaration that we had complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that might possibly be deemed to impair our independence (including relevant preventive measures).

From the matters communicated with those charged with governance, we determined the key audit matters of the Individual Financial Statements of Optimax Technology Corporation of 2021. We describe these matters in our auditor's 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 communications.

BAKER TILLY CLOCK & CO. Taiwan (Republic of China) March 24, 2022

The accompanying financial statements are intended only to present the financial position, financial performance, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to review such financial statements are those generally accepted and applied in the Republic of China. The independent auditors’ review report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English version and Chinese version, the Chinese-language independent auditors’ review report and financial statements shall prevail.

11

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) OPTIMAX TECHNOLOGY CORPORATION

Individual Balance Sheets December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Assets December 31, 2021
December 31, 2020
Amount
%
Amount
%
Current assets
Cash

Current financial assets at amortized cost
Accounts receivable, net
Accounts receivable – related parties
Other receivables
Current inventories
Prepayments
Non-current assets or disposal groups classified
as held for sale, net
Other current financial assets
Other current assets
$ 68,133
1
162,114
2
53,500
1
35,800

722,760
15
770,909
9
35,444
1


186,486
4
305,274
3
1,164,761
25
957,134
11
31,137
1
44,988
1


3,106,341
36
66,289
1
79

2,227

1,698
Total current assets 2,330,737
49
5,384,337
62
Noncurrent assets
Non-current financial assets at fair value through
other comprehensive income
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Investment property, net
Deferred tax assets
Other non-current financial assets
Other non-current assets
20,000



72,835
1
106,299
1
2,124,887
45
2,210,231
25
4,428

6,586

31,117
1
693,783
8
137,040
3
161,976
2
18,737

180,393
2
29,196
1
7,429
Total non-current assets 2,438,240
51
3,366,697
38
Total Assets
$ 4,768,977
100
8,751,034
100
Liabilities and Stockholders’ Equity
Current liabilities
Short-term loans

Accounts payable
Other payables
Current provisions
Current lease liabilities
Current Portion of Long-term Debt
Current refund liabilities
Other current liabilities
$ 602,478
13
702,290
8
138,037
3
178,237
2
148,115
3
280,702
3
15,436

13,906

3,235

18,753



111,957
1
12,257

7,775

14,825

120,860
2
Total current liabilities 934,383
19
1,434,480
16
Noncurrent liabilities
Long-term borrowings
Deferred tax liabilities
Non-current lease liabilities
Non-current net defined benefit liability
1,790,000
38
5,366,681
62
795

147

1,277

693,008
8
8,525

11,355
Total non-current liabilities 1,800,597
38
6,071,191
70
Total liabilities 2,734,980
57
7,505,671
86
Equity
Common stock
Retained earnings
Unappropriated retained earnings
(accumulated deficit)
Other components of equity
1,700,000
36
3,253,324
37
355,003
7
(2,005,321)
(23)
(21,006)

(2,640)
Total equity 2,033,997
43
1,245,363
14
Total liabilities and equity
$ 4,768,977
100
8,751,034
100

12

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OPTIMAX TECHNOLOGY CORPORATION

Individual Statements of Comprehensive Income For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

Total operating revenue
Total operatingcosts
2021
Amount
%
2020
Amount
%
$ 3,191,831
100
(2,410,988) (75)
2,416,667
100
(1,972,149)
(82)
Gross profit from operations 780,843
25
444,518
18
Operating expenses
Selling expenses
Administrative expenses
Research and development expenses
Impairment loss (impairment gain and reversal
of impairment loss) determined in accordance
with IFRS 9
(162,677)
(5)
(140,940)
(4)
(54,927)
(2)
(84,937)
(3)
(112,470)
(5)
(139,259)
(6)
(51,788)
(2)
(9,336)
Total operating expenses (443,481) (14) (312,853)
(13)
Net operating income 337,362
11
131,665
5
Non-operating income and loss
Interest income
177

Other income
52,851
2
Other gains and losses – net
498,612
16
Finance costs
(54,049)
(2)
Impairment loss (impairment gain and reversal
of impairment loss) determined in accordance
with IFRS 9
15,667

Share of profit (loss) of subsidiaries accounted
for usingequitymethod
(15,757)
(1)
409

92,727
4
(67,437)
(3)
(126,583)
(5)
(21,207)
(1)
21,624
1
Total non-operating income and expenses
497,501
15
(100,467)
(4)
Profit from continuing operations before tax
834,863
26
Total tax expense (income)
(24,925)
(1)
31,198
1
(14,734)
(1)
Net Income
809,938
25
16,464
Other comprehensive income
Components of other comprehensive income that
will not be reclassified to profit or loss
Remeasurement of defined benefit obligations
(2,938)

Unrealised gains (losses) from subsidiaries
accounted for using equity method in equity
instruments measured at fair value through other
comprehensive income
(16,891)
(1)
Components of other comprehensive income
that will be reclassified to profit or loss
Exchange differences on translating the
financial statements of foreign operations
(816)

Income tax related to components of other
comprehensive income that will be reclassified
toprofit or loss
(659)
(4,209)



(1,872)

375
Other comprehensive income(loss), net of tax
(21,304)
(1)
(5,706)
Total comprehensive income
$ 788,634
24
10,758
Earnings per share
Basic earnings per share
$ 4.76
0.10

13

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OPTIMAX TECHNOLOGY CORPORATION

Individual Statements of Changes in Equity For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Accounting Title
Common stock
Undistributed surplus
(Accumulated deficit)
Other components of equity
Total equity
Foreign Currency
Translation
differences
Unrealized gains(losses)
from financial assets at
fair value through other
comprehensive income
For the year ended January 1, 2020
$ 3,253,324 $ (2,017,576)
$ (1,136)
$ (7)
$ 1,234,605
Consolidated net price (loss))

16,464
Other comprehensive income (loss)

(4,209)
Total comprehensive income (loss)

12,255


16,464
(1,497)

(5,706)
(1,497)

10,758
For the year ended December 31,2020
$ 3,253,324 $ (2,005,321)
$ (2,633)
$ (7)
$ 1,245,363
For the year ended January 1, 2021
$ 3,253,324 $ (2,005,321)
$ (2,633)
$ (7)
$ 1,245,363
Net Income

809,938
Other comprehensive income(loss)

(2,938)
Total comprehensive income (loss)

807,000
Capital reduction for cover accumulated
deficits
(1,553,324)
1,553,324


809,938
(1,475)
(16,891)
(21,304)
(1,475)
(16,891)
788,634


Balance at December 31, 2021
$ 1,700,000 $ 355,003
$ (4,108)
$ (16,898)
$ 2,033,997

15

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) OPTIMAX TECHNOLOGY CORPORATION

Individual Statements of Cash Flows For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities
Income before income tax
2020
2019
$ 834,863
31,198
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Share of loss (profit) of subsidiaries accounted for using equity
method
Loss on disposal of property, plan and equipment
Loss on disposal of investment properties
Gain on disposal of non-current assets classified as held for sale
Reversal of impairment loss on non-financial assets
Unrealized foreign exchange loss
Lease liabilities transferred to other income
Accumulated exchange differences classified to exchange loss
(gain) on disposal of foreign operation
Lease modification benefit
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable
Decrease (increase) in other receivable
Decrease (increase) in inventories
Decrease (increase) in prepayments
Decrease (increase) in other current assets
Increase (decrease) in accounts payable
Increase (decrease) in other payable
Increase (decrease) in Provisions
Increase (decrease) in other current liabilities
Increase (decrease) in net defined benefit liability
Cash generated from operation
Cash received from interest income
Cash paid for interest
Income taxes refunded
76,511
235,369
173
989
69,270
30,543
54,049
126,583
(177)
(409)
15,757
(21,624)
7,516
14,513

15

(522,291)
(50,607)
(2,468)
(153,823)
4,186
17,571

(2,806)

(2,735)
(11,398)

(68,247)
(143,230)
130,457
(24,166)
(207,627)
19,048
13,926
(33,913)
(590)
6,133
(38,027)
39,773
(130,375)
140,950
1,530

(17,824)
78,563
(5,768)
(4,282)
$203,446
$303,653
174
418
(57,278)
(127,099)
83
18
Net cashprovided byoperatingactivities 146,425
176,990
Cash flows from investing activities
Acquisition of financial assets at fair value through other
comprehensive income
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at amortized cost
Acquisition of non-current assets as held for sale
Proceeds from disposal of non-current assets as held for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of investment properties
Decrease (increase) in other financial assets
Increase in other non-current assets
(20,000)

(50,000)
(4,000)
32,300
10,509
(1,677)

3,553,610
55,905
(17,647)
(7,556)
1,962
4,655

(5,185)
95,446
(50,644)
(27,040)
(3,142)
Net cash used in investingactivities 3,566,954
542
Cash flows from financing activities
Increase (decrease) in short-term loans
Payments of long-term debt
Repayments of long-term debt
Increase in guarantee deposits received
Decrease in guarantee deposits received
Payments of lease liabilities
(93,647)
46,725
1,790,000

(5,478,638)
(350,434)
3,000
192
(11,729)
(438)
(3,949)
(15,753)
Net cash flows from(used in)financingactivities (3,794,963)
(319,708)
Effect of change rate changes on cash and cash equivalents (12,397)
(15,745)
Net decrease (increase) in cash and cash equivalents
Cash and cash equivalents at beginningofperiod
(93,981)
(157,921)
162,114
320,035
Cash and cash equivalents at end ofperiod $ $68,133
162,114

16

Attachment 5

Independent Auditors’ Report

To the Board of Directors of Optimax Technology Corporation:

Opinion

We have audited the accompanying consolidated balance sheets of Optimax Technology Corporation and its subsidiaries (the “Group”) as at December 31, 2021, and 2020, and the related consolidated statements of comprehensive income, of changes in equity and cash flows for the years, then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and others explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Optimax Technology Corporation and its subsidiaries as at December 31, 2021, and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended by following the “Regulations Governing the Preparation of Financial Reports by Securities issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretation as endorsed by the Financial Supervisory Commission.

Basis for Opinion

We conducted our audits by following the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the audits report of other independent accountants, 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 2021 Consolidated Financial Statements of Optimax Technology Corporation and its subsidiaries. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon. We do not provide a separate opinion on these matters individually. The accountant's judgment should communicate the key audit matters on the audit report as follows:

1. Inventory Valuation

For the accounting policies of inventories, please refer to Note 4 (6) of the Consolidated Financial Statements; For the accounting estimates of the inventory evaluation and the description of the uncertainty of the assumptions, please refer to Note 5 of the Consolidated Financial Statements; For the description of important accounting items in inventories, please refer to Note 6 (6) of the Consolidated Financial Statements.

The main business item of Optimax Technology Corporation and its subsidiaries are the manufacture and sales of polarizers. Because the inventory is easily affected by the market demand of the products used and the yield rate of the production process, resulting in sluggish or falling prices, so the inventory evaluation is listed as one of the key audit matters.

17

Our audit procedures performed in respect of the above area included the following:

  • (1) Check the inventory age report and analyze the changes of inventory age in each period.

  • (2) Evaluate the rationality of accounting policies, such as inventory depreciation or sluggish withdrawal policies.

  • (3) Assess whether the valuation of inventories has been in accordance with the company's established accounting policies.

  • (4) Obtain the report of the net realizable value of inventories on the end of the financial reporting period, the selling price of goods or the purchase price used to check the net realizable value, and other data sources, and recalculate the accrued inventory allowance to offset the loss in value to confirm such data. The performance of accounting estimates is consistent with its policies.

  • (5) Understand the process of inventory management, review its annual inventory plan and participate in annual inventory, and check inventory details to evaluate the effectiveness of management in distinguishing and controlling obsolete inventory.

2. Impairment assessment of Property, plant and equipment

For the accounting policy of asset impairment, please refer to Note 4 (11) of the Consolidated Financial Statements; For the uncertainty of the accounting estimates and assumptions of the asset impairment assessment, please refer to Note 5 of the Consolidated Financial Statements; For the description of important accounting items in Property, plant and equipment, please refer to Note 6 (9) of the Consolidated Financial Statements.

Optimax Technology Corporation is a highly capitalized industry and is facing the interference of various factors such as the economic environment and industry competition; due to the assessment of impairment of Property, plant and equipment, it is necessary to estimate and discount the future cash flow to estimate the recoverable amount and other processes, which are inherently highly uncertain, so the assessment of impairment of Property, plant and equipment is one of the key audit matters.

Our audit procedures performed in respect of the above area included the following:

  • (1) Understand the relevant policies and procedures for impairment assessment, and assess the rationality of the management to identify the cash-generating units that may be impaired.

  • (2) Regarding the recoverable amount of the independent assessment report issued by a third party appointed by Optimax Technology Corporation and its subsidiaries, examine the reasonableness of the relevant assumptions, and assess the qualification and independence of the appraiser.

─ Other Matters Individual Financial Reports

Optimax Technology Corporation has edited the Individual Financial Report in year 2021 and 2020, and the accountant and issued by this audit report expressed an unqualified opinion and an opinion of emphasis on matters paragraph on file for reference.

18

The Management's Responsibility and Governing Body of the Consolidated Financial Statements

It is the management's responsibility to fairly present the Consolidated Financial Statements in conformity with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers," and to maintain internal controls which are necessary for the preparation of the Consolidated Financial Statements so as to avoid material misstatements due to fraud or errors therein.

In preparing for the consolidated financial statement, responsibilities of the management also included assessment of the capacity to continue operation, disclosure of related matters and the accounting approaches to be adopted when the Company continues to operate unless the management intends to liquidate or suspend the business of Optimax Technology Corporation and its subsidiaries if there was not any other option except liquidation or suspension of the Company's business.

The governing bodies of Optimax Technology Corporation and its subsidiaries (including the Audit Committee) have the responsibility to oversee the process by which the financial statements are prepared.

The Accountants' Responsibilities in Auditing the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance on whether the Consolidated Financial Statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. "Reasonable assurance" refers to high level of assurance. Nevertheless, our audit, which was carried out in accordance with the generally accepted auditing standards, does not guarantee that a material misstatement(s) will be detected in the Consolidated Financial Statements. Misstatements can arise from fraud or error. Misstatements 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.

We have utilized our professional judgment and maintained professional skepticism when exercising auditing work in accordance with the generally accepted auditing standards. We also:

  1. Identified and evaluated the risk of a material misstatement(s) due to fraud or errors in the Consolidated Financial Statements; designed and carried out appropriate countermeasures for the assessed risks; and obtained sufficient and appropriate evidence as the basis for the audit report. The risk of not detecting a significant 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.

  2. Acquired necessary understanding of internal controls pertaining to the audit in order to develop audit procedures appropriate under the circumstances. Nevertheless, the purpose of such understanding is not to provide any opinion on the effectiveness of the internal controls of Optimax Technology Corporation and its subsidiaries.

  3. Assess the appropriateness of the accounting policies adopted by the management level, as well as the reasonableness of their accounting estimates and relevant disclosures.

  4. Concluded, based on the audit evidence acquired, on the appropriateness of the management's use of the going-concern basis of accounting, and determined whether a material uncertainty exists where events or conditions that might cast significant doubt on the ability of Optimax Technology Corporation and its subsidiaries to continue as going concerns. If we believe there are events or conditions indicating the existence of a material uncertainty, we are required to remind the users of the Consolidated Financial Statements in our audit report of the relevant disclosures therein, or to amend our audit opinion when any inappropriate disclosure was found. Our conclusion is based on the audit evidence acquired as of the date of

19

the audit report. However, future events or conditions may cause Optimax Technology Corporation and its subsidiaries to cease to continue as a going concern. However, future events or conditions may cause Optimax Technology Corporation and its subsidiaries to cease to continue as a going concern.

  1. Evaluated the overall presentation, structure, and content of the Consolidated Financial Statements (including the related notes), and determined whether the Consolidated Financial Statements present related transactions and events fairly.

  2. Acquire sufficient and appropriate audit evidence for the financial information of the investee company that adopts the equity method to express opinions on Consolidated Financial Statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion on Optimax Technology Corporation and its subsidiaries.

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 provided governing bodies with a declaration that we had complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that might possibly be deemed to impair our independence (including relevant preventive measures).

From the matters communicated with those charged with governance, we determined the key audit matters of the Consolidated Financial Statements of Optimax Technology Corporation and its subsidiaries of 2021. We describe these matters in our auditor's 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 communications.

BAKER TILLY CLOCK & CO. Taiwan (Republic of China) March 24, 2022

The accompanying financial statements are intended only to present the financial position, financial performance, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to review such financial statements are those generally accepted and applied in the Republic of China. The independent auditors’ review report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English version and Chinese version, the Chineselanguage independent auditors’ review report and financial statements shall prevail.

20

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2021
December 31, 2020
Amount
%
Amount
%
Assets
Current assets
Cash

Current financial assets at amortized cost
Accounts receivable, net
Accounts receivable – related parties
Other receivables
Current inventories
Prepayments
Non-current assets or disposal groups classified
as held for sale, net
Other current financial assets
Othercurrent assets
$ 70,170
1
172,404
2
54,803
1
64,577
1
722,760
15
770,909
9
35,444
1


36,177
1
148,586
2
1,164,761
24
957,134
11
31,659
1
45,674



3,106,341
35
66,289
1
79

2,227

1,698
Totalcurrent assets 2,184,290
45
5,267,402
60
Non-current assets
Non-current financial assets at fair value through
other comprehensive income
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Investment property, net
Deferred tax assets
Other non-current financial assets
Other non-current assets
29,847
1
26,262

9,531



2,128,815
44
2,213,910
25
4,428

6,586

267,004
6
943,994
11
137,040
3
161,976
2
18,737

180,393
2
29,214
1
7,443
Total non-current assets 2,624,616
55
3,540,564
40
Total Assets
$ 4,808,906
100
8,807,966
100
Liabilities and equity
Current liabilities
Short-term loans
Accounts payable
Other payables
Current provisions
Current lease liabilities
Current Portion of Long-term Debt
Current refund liabilities
Othercurrent liabilities
602,478
13
711,044
8
138,112
3
181,170
2
151,771
4
282,448
3
15,436

13,906

3,235

18,753



111,957
1
12,257

7,775

15,258

125,676
2
Totalcurrent liabilities 938,547
20
1,452,729
16
Non-current liabilities
Long-term borrowings
Deferred tax liabilities
Non-current lease liabilities
Non-current net defined benefit liability
Other non-current liabilities
1,790,000
37
5,366,681
61
795

147

1,277

693,008
8
8,525

11,355

35,765
1
38,683
1
Total non-current liabilities 1,836,362
38
6,109,874
70
Total liabilities
$ 2,774,909
58
7,562,603
86
Equity
Common stock
Retained earnings
Unappropriated retained earnings
(accumulated deficit)
Other components of equity
1,700,000
35
3,253,324
37
355,003
7
(2,005,321)
(23)
(21,006)

(2,640)
Equityattributable to owners ofparent 2,033,997
42
1,245,363
14
Total equity 2,033,997
42
1,245,363
14
Total liabilities and equity $ 4,808,906
100
8,807,966
100

21

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

Amount
%
Amount
%
$ 3,191,831 100
(2,410,993) (75)
$ 2,417,836
100
(1,972,214)
(82)
Grossprofit from operations 780,838
25
445,622
18
Operating expenses
Selling expenses
Administrative expenses
Research and development expenses
Impairment loss (impairment gain and reversal
of impairment loss) determined in accordance
with IFRS 9
(175,780)
(5)
(148,344)
(5)
(54,946)
(2)
(84,937)
(3)
(119,305)
(5)
(147,370)
(6)
(51,788)
(2)
(8,716)
Total operatingexpenses (464,007) (15) (327,179)
(13)
Net operatingincome 316,831
10
118,443
5
Non-operating income and loss
Interest income
436

Other income
78,360
3
Other gains and losses
502,136
16
Finance costs
(54,049)
(2)
Impairment loss (impairment gain and reversal
of impairment loss) determined in accordance
with IFRS 9
15,667

Share of profit (loss) of Associates & Joint
Venturesaccountedforusing equitymethod
(24,518)
(1)
557

117,536
5
(57,548)
(2)
(126,583)
(5)
(21,207)
(1)

Total non-operatingincome and expenses
518,032
16
(87,245)
(3)
Profit (loss) from continuing operations before
tax
834,863
26
Total tax expense(income)
(24,925)
(1)
31,198
2
(14,734)
(1)
Net Income
809,938
25
16,464
1
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of the defined benefit plan
(2,938)

Unrealised gains (losses) from investments in
equity instruments measured at fair value
through other comprehensive income
(16,206)
(1)
Unrealised gains (losses) from Associates &
Joint Ventures accounted for using equity
method in equity instruments measured at fair
value through other comprehensive income
(685)

Items that may be reclassified subsequently to
profit or loss
Exchange differences on translating the
financial statements of foreign operations
(816)

Income tax related to components of other
comprehensive income that will be reclassified
toprofit or loss
(659)
(4,209)





(1,872)

375
Other comprehensive income,net of tax
(21,304)
(1)
(5,706)
Total comprehensive income
$ 788,634
24
$ 10,758
1
Profit (loss), attributable to:
Profit(loss),attributable to owners ofparent
$ 809,938
25
$ 16,464
1
Total comprehensive income attributable to:
Profit(loss),attributable to owners ofparent
$ 788,634
24
$ 10,758
1
Earnings per share
Basic earningsper share
$ 4.76
$ 0.10

22

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

(Expressed in Thousands of New Taiwan Dollars) (Expressed in Thousands of New Taiwan Dollars)
Accounting Title Equity attributable to owners of theparent
Common stock
Undistributed surplus
Accumulated deficit
Other components of equity
Total equity
Foreign Currency
Translation
differences
Unrealized gains(losses)
from financial assets at
fair value through other
comprehensive income
Other components of equity
Total equity
Foreign Currency
Translation
differences
Unrealized gains(losses)
from financial assets at
fair value through other
comprehensive income
For the year ended January 1, 2020
$ 3,253,324
$ (2,017,576)
$ (1,136)
$ (7)
$ 1,234,605
Consolidated net price (loss))

16,464
Other comprehensive income (loss)

(4,209)
Total comprehensive income (loss)

12,255


16,464
(1,497)

(5,706)
(1,497)

10,758
For the year ended December 31,2020 $ 3,253,324
$ (2,005,321)
$ (2,633)
$ (7)
$ 1,245,363
For the year ended January 1, 2021
$ 3,253,324
$ (2,005,321)
$ (2,633)
$ (7)
$ 1,245,363
Net Income

809,938
Other comprehensive income(loss)

(2,938)
Total comprehensive income (loss)

807,000
Capital reduction for cover accumulated
deficits
(1,553,324)
1,553,324


809,938
(1,475)
(16,891)
(21,304)
(1,475)
(16,891)
788,634


Balance at December 31, 2021
$ 1,700,000
$ 355,003
$ (4,108)
$ (16,898)
$ 2,033,997

24

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities
Income before income tax
2021
2020
$ 834,863
31,198
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Loss (gain) on disposal of property, plan and equipment
Share of profit (loss) of Associates & Joint Ventures
accounted for using equity method
Loss on disposal of investment properties
Loss on disposal of non-current assets classified
as held for sale
Reversal of impairment loss on non-financial assets
Unrealized foreign exchange loss (gain)
Deferred income transferred to income
Lease liabilities transferred to other income
Accumulated exchange differences classified to
exchange loss (gain) on disposal of foreign operation
Lease modification benefit
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable
Decrease (increase) in other receivable
Decrease (increase) in inventories
Decrease (increase) in prepayments
Decrease (increase) in other current assets
Increase (decrease) in accounts payable
Increase (decrease) in other payable
Increase (decrease) in Provisions
Increase (decrease) in other current liabilities
Increase (decrease) in net defined benefit liability
Cash generated from operation
Cash received from interest income
Cash paid for interest
Income taxes refunded
89,064
248,438
173
989
69,270
29,923
54,049
126,583
(436)
(557)
24,518

7,516
15,180

94
(522,291)
(50,607)
(2,869)
(153,385)
(440)
15,435
(2,625)
(2,589)

(2,806)

(2,735)
(11,398)

(68,247)
(39,426)
128,644
(136,100)
(207,627)
19,048
14,086
(33,984)
(590)
6,133
(40,885)
39,595
(128,465)
139,237
1,530

(22,170)
83,379
(5,768)
(4,282)
209,902
328,761
433
566
(57,278)
(127,099)
83
18
Net cash provided by operating activities
$ 153,140
202,246
Cash flows from investing activities
Acquisition of financial assets at fair value through other
comprehensive income
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at amortised cost
Acquisition of Investments accounted for using equity method
Acquisition of disposal of non-current assets classified as held
for sale
Proceeds from disposal of non-current assets classified as held
for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of investment properties
Decrease (Increase) in other financial assets
Increaseinother non-current assets
(20,000)

(74,096)
(39,592)
83,653
17,324
(34,752)

(1,677)

3,553,610
55,905
(17,647)
(7,556)
1,962
5,061

(5,185)
95,446
(50,644)
(27,044)
(3,142)
Net cash used in investing activities
$
3,559,455
(27,829)
Cash flows from financing activities
Increase in short-term loans
Payments of long-term debt
Repayments of long-term debt
Increase in guarantee deposits received
Decrease in guarantee deposits received
Payments of lease liabilities
(102,335)
46,725
1,790,000

(5,478,638)
(350,434)
3,000
192
(11,729)
(438)
(3,949)
(15,753)
Net cash flowsfrom(usedin)financing activities
$
(3,803,651)
(319,708)
Effect of change rate changes on cash and cash equivalents
Net decrease (increase) in cash and cash equivalents
Cash and cash equivalents at beginning of period
(11,178)
(19,453)
(102,234)
(164,744)
172,404
337,148
Cashand cashequivalents at end ofperiod
$
$70,170
$172,404

25

Attachment 6

Comparison table for Articles of Incorporation before and after the amendment

After amendment Before amendment Reason of
amendment
Article8
Notices which clearly state the purpose(s) for
convening meeting shall be sent to each
shareholder at least thirty (30) days in advance,
in case of general meetings, and at least fifteen
(15) days in advance, in case of extraordinary
meetings.
The company's shareholders' meeting may be
held by video conference or other methods
announced by the central authority.
The requirements, operating procedures, and
other matters to be complied with by the video
shareholder meeting shall be adopted. If the
securities regulatory authority otherwise
stipulates, such regulations shall prevail.
Article8
Notices which clearly state the purpose(s) for
convening meeting shall be sent to each
shareholder at least thirty (30) days in advance,
in case of general meetings, and at least fifteen
(15) days in advance, in case of extraordinary
meetings.
Amended in
accordance
with Article
172-2 of the
Company Act
Article20
When the Company allocates the profit of the
current year, if any, 1%~10% of the profit shall
be set aside as employees’ compensation, which
to be distributed to the qualified employees of the
Company or of the subsidiaries of the Company
employees in the form of stock or cash. The
Board of Directors is hereby authorized to set
forth the plan of distribution. The Company may,
subject to the resolution adopted by the Board of
Director, further allocate no more than 1% of the
aforesaid profit as Directors’ compensation. The
proposals of the employees’ compensation and
the directors’ compensation shall be approved by
a majority of total Directors and then reported on
the Shareholders’ meeting. Notwithstanding the
foregoing, when there are accumulated losses,
the profits shall be used to offset accumulated
losses first and report on the Shareholders’
meeting.


Article20
When the Company allocates the profit of the
current year, if any, 5%~10% of the profit shall
be set aside as employees’ compensation, which
to be distributed to the qualified employees of
the Company or of the subsidiaries of the
Company employees in the form of stock or
cash. The Board of Directors is hereby
authorized to set forth the plan of distribution.
The Company may, subject to the resolution
adopted by the Board of Director, further allocate
no more than 1% of the aforesaid profit as
Directors’ compensation. The proposals of the
employees’ compensation and the directors’
compensation shall be approved by a majority of
total Directors and then reported on the
Shareholders’ meeting. Notwithstanding the
foregoing, when there are accumulated losses,
the profits shall be used to offset accumulated
losses first and report on the Shareholders’
meeting.

Amended in
accordance
with actual
operation
Article23
The 16th amendment was made on June 9, 2020.
The 17th amendment was made on June 23,
2022.
Article23
The 16th amendment was made on June 9, 2020.
Date of the
17th
Amendment is
added

26

Attachment 7

Comparison table for the Procedures for Acquisition or Disposal of Assets before and after the amendment

After amendment Before amendment Reason of
amendment
5.3.4.3 The appraisal result of a professional
appraiser is in one of the following situations,
except that the appraisal result of the acquired
assets is higher than the transaction amount, or
the appraisal result of the disposed assets is all
lower than the transaction amount, the
accountant should be consulted for the reasons
for the discrepancy and the transaction price.
Appropriateness expresses specific opinions:
5.3.4.3.1 The difference between the valuation
result and the transaction amount is more than
20% of the transaction amount.
5.3.4.3.2 The difference between the appraisal
results of two or more professional appraisers
is more than 10% of the transaction amount.

5.3.4.3 The appraisal result of the professional
appraiser has one of the following
circumstances, except that the appraisal result
of the acquired assets is higher than the
transaction amount, or the appraisal result of
the dispose of the assets is all lower than the
transaction amount, the accountant should be
consulted according to the consortium legal
person China. The Accounting Research and
Development Foundation of the Republic of
China (hereinafter referred to as the
Accounting Research and Development
Foundation) issued the Auditing Standards
Bulletin No. 20, and expressed specific
opinions on the reason for the difference and
the fairness of the transaction price: 5.3.4.3.1
The valuation results and the the difference in
transaction amount is more than 20% of the
transaction amount above.
5.3.4.3.2 The difference between the valuation
results of two or more professional appraisers
is more than 10% of the transaction amount
above.
According to
the
amendment of
the Financial
Supervisory
Commission
(FSC)
Issue date:
January 28,
2022
Issue no.:
Financial-
Supervisory-
Securities-
Trading-
1110380465


5.4.4.1 If the company acquires or disposes of
marketable securities and the transaction
amount exceeds 20% of the company's paid-in
capital or NT$300 million or more, it shall
contact an accountant to express its opinion on
the reasonableness of the transaction price
before the date of the fact. . However, this
shall not apply if the securities are publicly
quoted in the active market or otherwise
stipulated by the Financial Supervisory
Commission.
5.4.4.1 If the company acquires or disposes of
marketable securities and the transaction
amount exceeds 20% of the company's paid-in
capital or NT$300 million or more, it shall
contact an accountant to express its opinion on
the reasonableness of the transaction price
before the date of the fact. If the accountant
needs to use the expert report, he should
follow the provisions of the Bulletin of
Auditing Standards No. 20 issued by the
Accounting Research and Development
Foundation. However, this limitation does not
apply if the securities are publicly quoted in an
active market or if otherwise stipulated by the
Financial SupervisoryCommission.
(Additional and Shifted)
5.5.2.7 If the public offering company or its
subsidiary that is not a domestic public
offering company has the transaction in
Paragraph 1, the public offering company shall
submit the information listed in Paragraph 1 to
the shareholders' meeting for approval if the
payment is more than ten After that, the
transaction contract can be signed and
payment can be made. However, this does not
apply to transactions between a publicly
offered company and its parent company,
subsidiaries, or its subsidiaries.


5.5.2.7 Restrictions on this transaction and other
important agreements. The calculation of the
transaction amount in 5.5.2 shall be carried out
in accordance with the provisions of 5.10.3,
and the term within one year shall be based on
the date of the actual occurrence of the
transaction, retroactively calculated one year
ahead, and has been submitted to the Audit
Committee and the Board of Directors for
approval, no longer counted.

27

After amendment Before amendment Reason of
amendment
5.5.2.8 Restrictions on this transaction and other
important agreed matters. The calculation of
the transaction amount in 5.5.2 shall be carried
out in accordance with the provisions of
5.10.3, and the term within one year shall be
based on the date of the actual occurrence of
the transaction, retroactively calculated for one
year, and submitted to the shareholders
meeting, the audit committee and the board of
directors approved the partial exemption from
re-accounting.
5.6.4.1 If the company obtains or disposes of
membership cards or intangible assets or its
right-of-use assets, the transaction amount is
20% of the company's paid-in capital or
NT$300 million or more, except for
transactions with domestic government
agencies. The accountant should be consulted
to express their opinion on the reasonableness
of the transaction price before the date of the
fact.


5.6.4.1 If the company obtains or disposes of
membership cards or intangible assets or its
right-of-use assets, the transaction amount is
20% of the company's paid-in capital or
NT$300 million or more, except for
transactions with domestic government
agencies. Accountants should be contacted to
express their opinions on the reasonableness of
the transaction price before the date of the
occurrence of the facts, and the accountants
should also follow the provisions of the
Bulletin of Auditing Standards No. 20 issued
by the Accounting Research and Development
Foundation.

According to
the
amendment of
the Financial
Supervisory
Commission
(FSC)
Issue date:
January 28,
2022
Issue no.:
Financial-
Supervisory-
Securities-
Trading-
1110380465


5.10.2.4.1 Buying and selling domestic
government bonds or foreign government
bonds with a credit rating not lower than my
country's sovereign rating.
5.10.2.4.2 For those who are professional in
investment, the trading of securities on stock
exchanges or the business offices of securities
firms, or the subscription of foreign public
bonds or the issuance of ordinary corporate
bonds in the primary market and ordinary
financial bonds that do not involve equity (not
Including subordinate bonds, or subscription
or repurchase of securities investment trust
funds
5.10.2.4.1 Buying and selling domestic
government bonds or foreign government
bonds with a credit rating not lower than my
country's sovereign rating.
5.10.2.4.2 For those who are professional in
investment, the trading of securities on stock
exchanges or the business offices of securities
firms, or the subscription of foreign public
bonds or the issuance of ordinary corporate
bonds in the primary market and ordinary
financial bonds that do not involve equity (not
Subsequent bonds included), or subscribe for
or buy back securities investment trust funds
or futures trust funds, or subscribe for or sell
back index investment securities, or securities
dealers act as counselors for emerging
companies for underwriting business needs
and recommend securities dealers according to
the consortium legal person Republic of China
Securities that are required to be subscribed by
the OTC Securities Trading Center.

28

Attachment 8

OPTIMAX TECHNOLOGY CORPORATION

List of Independent Director Candidate

Title/Name Education Experience Present position Shareholdings
Independent
Director
Hsin Huang
 Chief Information Officer,
Formosa International Hotels
Group
 Chief Information Officer,
Hilton Hotels & Resorts

Owner,
HITOFUN LTD.
0 Share
Bachelor, Electronic
Engineering, University
of Houston

29

Appendix 1

OPTIMAX TECHNOLOGY CORPORATION

Rules and Procedures for Shareholders' Meeting

  1. Except otherwise provided in the applicable laws and regulations, the Shareholders' Meeting of the Company should be subject to the rules stipulated hereby.

  2. The Company should have an attendance book in place for shareholders to sign in person; attended shareholders can hand in a card with their names on it for the same purpose. Shares represented by a shareholder will be decided according to the attendance book or the signature card the shareholder hands in, along with the number of shares granting the right to vote in written or electronic forms.

  3. The attendance and voting taking place in the Shareholders' Meeting should be calculated on the base of the number of shares the shareholder possesses.

  4. The venue of the Shareholders' Meeting should be in the Company or places with good transportation for shareholders to attend the meeting. The venue of the meeting should be appropriate for the convening of such meeting. The meeting should not start earlier than 9 AM or later than 3 PM.

The Company can appoint its own attorneys, accountants, or other relevant staff to attend the Shareholders' Meeting. The staff of the Shareholders' Meeting should wear identification cards.

  1. The chairman should announce the commencement of the meeting at the scheduled time; however, if the present shareholders altogether does not constitute half of the total number of the Company's issued stocks, the chairman may postpone the meeting. The number of postponement should be no more than two times and the total time of postponement should be less than an hour. If, after two postponements, the total shareholders present still does not constitute the quorum prescribed in the preceding article, but those present represent one-third or more of the total number of the Company's issued shares. A notice of such tentative resolution should be distributed to all shareholders in accordance with Paragraph 1 of Article 175 of the Company Act. The Shareholders' Meeting should be reconvened within a month. If the number of present shareholders constituting half of the total number of the Company's issued stocks is reached before the meeting is over, the chairman may deem such situation as a tentative resolution and proffer it for the meeting to vote in accordance with Article 174 of the Company Act.

  2. The agenda of the Shareholder's Meeting convened by the Board should also be stipulated by the Board. The meeting should follow the agenda and should not be changed without the resolution of the Board. The provision of preceding article should apply when the Shareholders' Meeting is convened by people with the right to convene such meetings other than the Board. The chairman of the Shareholders' Meeting should not dismiss the meeting before the previous two types of agenda (including AOB) are completed with a resolution being made. The shareholders cannot designated any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.

30

  1. Before making a speech, the present shareholder should write down the gist of the speech, the shareholder's number (or the number of the attendance certificate) and the account name on a slip of paper. The chairman will decide the order of speech. If the present shareholder hands in the paper split but does not actually make the speech, it is construed that the shareholder does not make that speech at all. If there are discrepancies between the content on the paper slip and the shareholder's actual speech, the latter should prevail. Unless approved by the chairman, shareholders should not interfere when another fellow shareholder is speaking. The chairman is entitled to stop the interfering shareholder.

  2. A shareholder is allowed to make a speech once for each motion unless approved by the chairman. Each speech should not exceed five minutes. The chairman is entitled to stop the shareholder's speech when the shareholder violates the preceding provision or when the speech digresses from the motion.

  3. Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting. If a legal entity is a shareholder and designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.

  4. After the speech of a shareholder, the chairman may respond him/herself or appoint an appropriate person to respond.

  5. The chair may announce to end the discussion of any discussion item and go into voting if the chair deems it appropriate.

  6. The person(s) to monitor and the person(s) to count the ballots shall be appointed by the chair. The person(s) monitoring the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and recorded in the minutes of the Meeting.

  7. The chairman is entitled to announce recesses during the meeting.

  8. Except otherwise provided in the Company Act of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.

  9. If there is amendment to or substitute for a discussion item, the chair shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any of them has been adopted, the other shall be deemed vetoed and no further voting is necessary.

  10. The chair may require or supervise the disciplinary officers or the security guards to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked “Disciplinary Officer” for identification purpose.

  11. In case of incident due to force majeure, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

  12. Any matter not provided in the Rules and Procedures shall be handled in accordance with the Company Act of Republic of China and the Articles of Incorporation of the Company.

31

Appendix 2

OPTIMAX TECHNOLOGY CORPORATION Articles of Incorporation (Before Amendment)

Date : 2020-6-9 (Amended)

Chapter 1: General Provisions

  • Article 1 The Company is organized as a company limited by shares in accordance with the Company Act of the Republic of China (the "Company Act") and the Company's English name is OPTIMAX TECHNOLOGY CORPORATION

  • Article 2 The scope of business of the Company shall be as follows

1.[CC01080 ] Electronic parts and components manufacturing business

  1. CE01030 Photographic and Optical Equipment Manufacturing

3.[F219010 ] Electronic Materials Retail

  1. F213040 Retail Sale of Precision Instruments

  2. C805010 Manufacture of Plastic Sheets, Pipes and Tubes

  3. C801100 Synthetic Resin and Plastic Manufacturing

  4. F401010 International Trade

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

  6. Article 3 The head office of the Company shall be in Taoyuan, Taiwan, the Republic of China ("R.O.C."). Subject to the approval of the Board and other relevant authorities, the Company may, if necessary, set up branches or business offices at other appropriate place.

Chapter 2: Shares

  • Article 4 Thecompany'stotalcapitalis ratedat NT$10billion, dividedinto100millionsharesat $ 10 per share. The council decided to issue in batches. 50 million shares are reserved in the aforementioned total shares as shares for issuing employee stock option certificates.

  • Article 5 The share certificates of the Company shall be all in registered form. The share certificates shall be affixed with the signatures or personal seals of the director representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance.

  • The Company may, pursuant to the applicable laws and regulations, deliver shares or other

  • securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities.

  • Article 6 The name change and transfer of the company's stocks shall cease within 60 days before the shareholders 'general meeting, within 30 days before the shareholders' temporary meeting or within 5 days before the company's decision to distribute dividends and dividends or other benefits.

Chapter 3: Shareholders' Meetings

  • Article 7 Shareholders’ meeting shall be of two types, namely general and extraordinary shareholders’ meeting. The former shall be convened once a year within six months after the close of each fiscal year and the latter shall be convened whenever necessary.

32

Article 8 Notices which clearly state the purpose(s) for convening meeting shall be sent to each
shareholder at least thirty (30) days in advance, in case of general meetings, and at least
fifteen (15) days in advance, in case of extraordinary meetings.
Article 9 In case a shareholder is unable to attend a shareholders’ meeting in person, such shareholder
may issue proxy in the form printed by the Company, setting forth the scope of authorization
for the representative to be present on his/her/its behalf in accordance with Article 177 of the
Company Act, or vote in writing or via an electronic voting system in accordance with
Article 177-1 of the Company Act.
Article 10 Unless otherwise provided under Article 179 of the Company Act which sets forth the
situation where the shareholder has no voting rights, a shareholder of the Company shall
have one vote for each share held by him/her/it.
Article 11 Unless otherwise provided in applicable law and regulations, a resolution shall be adopted at
a meeting attended by the shareholders holding and representing a majority of the total
issued and outstanding shares and at which meeting a majority of the attending shareholders
shall vote in favor of the resolution. According to regulatory requirements, shareholders may
also vote via an electronic voting system, and those who do shall be deemed as attending the
shareholders’ meeting in person; electronic voting shall be conducted in accordance with the
relevant laws and regulations.
Article 11-1 The company may issue employee stock options at a stock price lower than the market price,
or less than the actual share repurchase, with the consent of the shareholders 'meeting
representing more than half of the total number of issued shares and the presence of more
than two-thirds of the shareholders' voting rights Average price transferred to employees.
Article 12 Shareholders’ meeting shall be convened by the Board of Directors and, be presided over by
the Chairman of the Board of Directors; in case the Chairman of the Board of Directors is on
leave or unable to perform his duties for cause, one of the Directors shall preside in
accordance with Article 208 of the Company Law. For the Shareholders’ meeting convened
by any other person having the convening right, such person shall act as the chairman of that
meeting provided, however, that if there are two or more persons having the convening right,
the chairman of the meeting shall be elected from among themselves.

Chapter 4: Board of Directors and Audit Committee

Article 13 The Company shall have nine (9) to thirteen (13) directors to serve a term of three years. A director may be re-elected. Within the entire Board, the Company shall have at least four (4) or one-fifth (1/5) of all directors, whichever is higher. Directors shall be elected from a list of director candidates, which are nominated under the Candidate Nomination System in accordance with Article 192-1 of the Company Law. In the year the terms of the directors are expired, the Board of Directors shall convene the general shareholders’ meeting for reelecting the directors in accordance with the Securities and Exchange Act. The minimum number of total shares to be owned by the directors of the Company shall be in compliance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies as promulgated by the Financial Supervisory Commission. The restrictions on the share holdings shall be in compliance with applicable laws and regulations. Article 13-1 Pursuant to Article of the Securities and Exchange Act, the Company shall have the audit committee which shall be composed of all independent directors, and one of them serves as the convener, and at least one person has accounting or financial expertise.

33

The audit committee established by the company in accordance with the law is responsible for the implementation of the company law, securities trading law, other laws and regulations and the company’s articles of association and various measures as the supervisory authority.

  • Article 14 The Company shall have a chairman of the Board. The chairman of the Board shall be elected by and among the directors in accordance with Article 208 of the Company Law. The meetings of the Board of Directors shall be convened by the chairman of the Board. Except as otherwise provided in the Company Law of the Republic of China, a meeting of the Board of Directors may be held if attended by a majority of total Directors and resolutions shall be adopted with the concurrence of the majority of the Directors present at the meeting.

  • Article 14-1 In convening a meeting of the Board of Directors, a notice indicated the purpose(s) for convening the meeting shall be given to each director no later than 7 days prior to the scheduled meeting date in writing or via e-mail or fax. The meetings of the Board of Directors may be convened at any time in case of urgent circumstances.

  • Article 15 The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors. In his absence, any one of the Directors shall be acting for him according to Article 208 of the Company Law. Directors shall attend meetings of the Board of Directors in person. Where a director is unable to attend a meeting of the Board, he may appoint another director to represent him by proxy in accordance with Article 205 of the Company Act.

Article 16 The Board of Directors may set up functional committees which shall adopt an organizational charter to be approved by the Board of Directors. Functional committees shall be responsible to the Board of Directors and submit their proposals to the Board of Directors for approval.

Article 17 The Company may take out liability insurance for the directors with respect to the liabilities resulting from exercising their duties during their terms of office.

  • Article 17-1 The Board of Directors is authorized to determine the salary for the Directors, taking into account the extent and value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas.

Chapter 5: Managers

Article 18 The Company shall have one managerial personnel, whose appointment and dismissal shall be approved by a majority of total Directors in accordance with Article 29 of the Company Act.

Chapter 6: Accounting

Article 19 After the end of each fiscal year, the Board shall prepare and submit the following documents: (1) business report, (2) financial statements, (3) proposal for allocation of earnings or recovery of loss, which shall be submitted to the shareholders' general meeting for approval.

34

Article 20 When the Company allocates the profit of the current year, if any, 5%~10% of the profit shall be set aside as employees’ compensation, which to be distributed to the qualified employees of the Company or of the subsidiaries of the Company employees in the form of stock or cash. The Board of Directors is hereby authorized to set forth the plan of distribution. The Company may, subject to the resolution adopted by the Board of Director, further allocate no more than 1% of the aforesaid profit as Directors’ compensation. The proposals of the employees’ compensation and the directors’ compensation shall be approved by a majority of total Directors and then reported on the Shareholders’ meeting. Notwithstanding the foregoing, when there are accumulated losses, the profits shall be used to offset accumulated losses first and report on the Shareholders’ meeting.

Article 20-1 The current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ accumulated losses and then set aside 10% as legal reserve. When such legal reserve amounts to the total paid-in capital, the Company shall not be subject to this requirement. The Company may then appropriate or reverse a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the accumulated undistributed earnings, may be appropriated to shareholders as dividends or bonuses according to the distribution plan proposed by the Board of Directors and approved by the shareholders’ meeting.

After taking into account of the Company's current and future development plan, investment environment, fund requirements, and domestic and international competition and the interests of shareholders, the dividend policy of the Company is to set aside no less than 50% of distributable earnings as shareholders’ dividends and bonuses. However, in case the accumulated distributable earnings is less than 30% of paid-in capital, the Company may choose not to distribute dividends. Dividends to common shareholder may be distributed by way of combination of cash dividend and stock dividend provided that the cash dividends shall not be less than 10% of the total dividends.

Chapter 7: Supplementary Articles

Article 21 The Company may provide endorsement and guarantee and act as a guarantor.

Article 22 With respect to the matters not provided herein, the Company Act and other applicable laws and regulations shall govern.

Article 23 These Article of Incorporation were enacted on Feb. 23, 1998 and amended on May 21, 1999 for the first time, on May 26, 2000 for the second time, on May 25, 2001 for the third time, on April 30, 2002 for the fourth time, on May 16, 2003 for the fifth time, on June 9, 2004 for the sixth time, on June 27, 2005 for the seventh time, on June 14, 2006 for the eighth time, on June 15, 2007 for the ninth time, on May 30, 2008 for the tenth time, on Sep. 4, 2009 for the eleventh time, on May 26, 2010 for the twelfth time, on June 16, 2015 for the thirteenth time, on June 14, 2016 for the fourteenth time, on June 8, 2018 for the fifteenth time, on June 9, 2020 for the sixteen time.

35

Appendix 3

OPTIMAX TECHNOLOGY CORPORATION

Procedures for Election of Directors

Date:2021-8-27 (Amended)

Article 1

To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation elections of directors shall be conducted in accordance with these Procedures.

Article 3

The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

  1. Basic requirements and values: Gender, age, nationality, and culture.

  2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

  1. The ability to make judgments about operations.

  2. Accounting and financial analysis ability.

  3. Business management ability.

  4. Crisis management ability.

  5. Knowledge of the industry.

  6. An international market perspective.

  7. Leadership ability.

  8. Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

The board of directors of this Corporation shall consider adjusting its composition based on the results of performance evaluation.

Article 4

The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance BestPractice Principles for TWSE/GTSM Listed Companies.

Article 5

Elections of both directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. This Corporation shall review the qualifications, education, working experience, background, and the existence of any other matters

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set forth in Article 30 of the Company Act with respect to nominee directors and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors will be elected. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or subparagraph 8 of the Standards for Determining Unsuitability for GTSM Listing under Article 10, Paragraph 1 of the GreTai Securities Market Rules Governing the Review of Securities for Trading on the GTSM, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 6

The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 7

The board of directors shall prepare individual ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 8

The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights individually calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 9

Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article10

A voter must enter the candidate's account name or shareholder account number in the "candidate" column of the ballot. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 11

A ballot is invalid under any of the following circumstances:

  1. The ballot was not prepared by a person with the right to convene.

  2. A blank ballot is placed in the ballot box.

  3. The writing is unclear and indecipherable or has been altered.

  4. The candidate whose name is entered in the ballot does not conform to the director candidate list.

  5. Other words or marks are entered in addition to the number of voting rights allotted.

  6. Two or more candidates are listed in the same ballot.

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Article 12

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors or supervisors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 13

The board of directors of this Corporation shall issue notifications to the persons elected as directors or supervisors.

Article 14

These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

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Appendix 4

OPTIMAX TECHNOLOGY CORPORATION

Shareholdings of All Directors

  1. The Company has issued capital of the Company is NT$ 1,700,000,000 representing 170,000,000 common shares. According to Article 26 of the Securities and Exchange Act, the minimum number of shares that shall be held by all directors of the company is 10,200,000.

  2. According to Article 2 of the "Public Issuing Company Directors and Supervisors' Shareholding Ratio and Implementation Rules for Inspection", if more than 2 independent directors are elected, the total shareholding percentage calculated by all directors and supervisors other than the independent directors will be reduced to 80 %. In addition, if the company has set up an audit committee in accordance with this law, the regulations concerning the number of shares held by the supervisor shall not be less than a certain ratio.

  3. As of April 25, 2022, the number of shares held by all directors is 23,313,696 shares, accounting for 13.71% of the company's total shares. The actual collective shareholding of directors was shown as below

Title Name Shareholders
Represented
No. of
Shareholding
Shareholding
ration %
Chairman Peter Chao 18,723,484 11.01
Director Wilson Chao 2,589,837 1.52
Director Jin-De, Wang Jiu-Ru Investment
Co., Ltd.
895,220 0.53
Director Shi-Fen, Lin Shi-Hong Industrial
Co., Ltd.
1,100,753 0.65
Director Shu-Ping, Wu Shi-Hong Industrial
Co., Ltd.
1,100,753 0.65
Director Xiao-Nan Xiang 4,402 0
Director Qi-Bang, Yu 0 0
Director Chang-Shu Jiang 0 0
Independent Director Ted Guo 0 0
Independent Director Tzeng-Guey Gu 0 0
Independent Director Min, Chao 0 0
Total 23,313,696 13.71

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