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Optimax AGM Information 2023

Jun 30, 2023

52283_rns_2023-06-30_ab2fac0b-3222-4106-9b58-6c292952f557.pdf

AGM Information

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OPTIMAX TECHNOLOGY CORPORATION 2023 Annual General Shareholders' Meeting Minutes

(Translation)

Time and Date:9:00 a.m., Tuesday, June 20, 2023

Place:Southern Tao-Yuan Youth Activity Center

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

Total outstanding shares of the company: 168,000,000 shares. (Deducted 2,000,000 shares of treasury stock)

Total shares represented by shareholder in person or by proxy: 100,832,219 shares

(including the electronic attending shares of 5,391,563 shares), accounted for 60.01% of total.

Attended by: Peter Chao (Chairman), Ted Guo (Independent Director; Convener of Audit Committee), Li-Chen, Peng (BAKERK TILLY CLOCK & CO, Taiwan accountant), G.H, Chen (Attorney)

Chairman: Peter Chao Recorded by: Jill Tang

1. The Chairman Calls the Meeting to order.

2. Chairman’s Address (omitted)

3. Report Items

1. 2022 Annual Business Report

Explanation:

The 2022 Business Report is attached hereto as Attachment 1.

2. Audit Committee's Review Report

Explanation:

The 2022 Audit Committee’s review report is attached hereto as Attachment 2.

3. Report on the Distribution of Employees' and Directors' Remuneration in 2022 Explanation:

  • (1) According to Article 20 of our company's Articles of Incorporation, if the company generates profits in a recent year, 1% to 10% of the profits should be allocated as employee remuneration, and no more than 1% should be allocated as director remuneration.

  • (2) In the year 2022, our company earned a profit of NT$447,163,885 (i.e., the profit before deducting employee and director remuneration and accumulated losses). Based on the recommendation of the 4th Compensation Committee of the 5th term, we have allocated 1% of the profit, totaling NT$4,471,639, as employee remuneration, and 0.5% of the profit, totaling NT$2,235,819, as director remuneration, which will be paid in cash.

4. Report on the amendment to the company’s “Rules Governing the Transfer of Repurchased Company Shares to Employees in 2022"

Explanation:

  • (1) In accordance with Article 7 of the company’s "Rules Governing the Transfer of Repurchased Company Shares to Employees in 2022", the agreed-upon transfer price per share is as follows: For the share repurchase transferred to employees, the pricing principle of the actual transfer price is

1

calculated as the simple arithmetic mean of the closing price of common stock for the 15 business days prior to the pricing date, multiplied by 80%, with a floor price of not less than the current market price. However, if the number of common stock shares issued by the company changes before the transfer, the transfer price may be adjusted according to the ratio of the increase in the issued shares.

5. Report on the Implementation Status of Share Buyback Program Explanation:

  • (1) In accordance with Article 28-2 of the Securities and Exchange Act, our company hereby reports to the shareholders' meeting on the board of directors' resolution and execution regarding the repurchase of shares in the most recent meeting.
the repurchase of shares in the most recent meeting.
Buyback Period 2nd
Purpose of Buyback Transfer shares to employees
Board Resolution Date 2022/08/11
Buyback Period 2022/08/15~2022/08/24
Buyback Price Range NTD 23.85~11.03
Number of Shares Repurchased 2,000,000 common shares
Total Amount Spent on Buyback NTD 41,599,032
Buyback Priceper Share NTD 20.8
Percentage of Planned BuybackQuantityRepurchased(%) 100%
Number of Shares Cancelled or Transferred 0 share
Cumulative Number of Shares Held byCompany 2,000,000 common shares
Percentage of Total Issued Shares Held bythe Company 1.18%
  • (2) Attached please find the "Rules Governing the Transfer of Repurchased Company Shares to Employees in 2022". (please refer to Appendix 2)

4. Ratification Matters

1. 2022 Business Report and Financial Statements. (Proposed by the Board of Directors) Explanation:

  • (1) The 2022 Financial Statements were audited by the independent auditors, Hsin-Liang, Wu and Li-Chen, Peng of BAKER TILLY CLOCK & CO.

  • (2) For the 2022 Independent Auditors' Report, and the 2022 Financial Statements, please refer to Attachments 3~4.

  • (3) For the 2022 Business Report, please refer to Attachment 1.

Voting Results:

Shares represented at the time of voting: 100,832,219 votes

Shares represented at the time of voting: 100,832,219 votes
Voting Results* % of the total represented
sharepresent
Votes in favor:
97,375,168 votes
(2,024,995 votes)
96.57%
Votes against:
9,993 votes
(9,993 votes)
0.00%
Votes invalid:
0 votes
0.00%
Votes abstained:
3,447,058 votes
(3,356,575 votes)
3.41%

*including votes casted electronically (numbers in brackets)

The proposal has resolved as proposed.

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2. 2022 Year Earnings Distribution Plan (Proposed by the Board of Directors)

Explanation:

  • (1) 2022 Profits Distribution Table:

OPTIMAX TECHNOLOGY CORPORATION

OPTIMAX TECHNOLOGY CORPORATION
2022 Profits Distribution Table Unit: NTD
Items
Amount
The initial unappropriated retained earnings
Plus : Net profit after tax in 2022
Plus : Other comprehensive profit
(Actuarial gains and losses of defined benefit plan in 2022)
Disposal of financial assets measured at fair value through other
comprehensive income
Deduction items:
Less : Statutory surplus reserve (10%)
Less : Special surplus reserve(Note 1)
319,503,118
443,571,849
5,645,113
8,558,528
45,777,549
35,651,088
The end unappropriated retained earnings
695,849,971
Distributable items:
Shareholders' dividend - cash(NT$1.2per share)201,600,000
Unappropriated retained earnings for theyear
494,249,971

Note 1: The special surplus reserve is set up by transferring the balance of certain other equity items.

  • Deducting 2,000,000 shares of treasury stock.

Chairman: Peter, Chao General Manager:Wilson, Chao Accounting Officer:Zong-Ze, Chen

  • (2) An amount of NTD 201,600,000 will be allocated from the distributable profits of the 111th fiscal year of the Republic of China for the distribution of cash dividends, with a dividend of NTD 1.2 per share. The calculation will be rounded down to the nearest whole NTD dollar, and the total amount of fractional dividends will be included in the company's other income.

  • (3) After the proposed profit distribution plan is approved at the shareholders' meeting, the Chairman is authorized to determine the ex-dividend date, payment date, and other related matters.

  • (4) If there is a change in the company's share capital after the dividend distribution, affecting the number of outstanding shares, resulting in a change in the dividend payout ratio, the Chairman is proposed to be authorized by the shareholders' meeting to handle the matter in accordance with the Company Act or other relevant laws and regulations.

Voting Results:

Shares represented at the time of voting: 100,832,219 votes

Voting Results* % of the total represented
sharepresent
Votes in favor:
97,429,085 votes
(2,078,912 votes)
96.62%
Votes against:
16,078 votes
(16,078 votes)
0.01%
Votes invalid:
0 votes
0.00%
Votes abstained:
3,387,056 votes
(3,296,573 votes)
3.35%

*including votes casted electronically (numbers in brackets)

The proposal has resolved as proposed.

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5. Discussion Matters

1. Treasury Stocks Transferring to Employees with Share Buyback sold at a price lower than the actual average repurchase price (Proposed by the Board of Directors)

Explanation:

(1) In 2022, our company bought back 20 million shares as treasury stocks. In order to motivate and increase the cohesion among employees, we plan to transfer these stocks to them at a price lower than the weighted average price of the actual repurchased shares, which is NTD20.8 per share. In accordance with Article 10-1 of the "Regulations Governing the Repurchase of Shares by Listed and OTC Companies", the following matters should be explained when transferring the stocks to employees at a price lower than the actual repurchase price:

  • i. The set transfer price, discount ratio, calculation basis, and reasonableness are as follows:

The pricing principle for the actual transfer price is calculated by multiplying the simple arithmetic average of the closing prices of common shares on the 15 business days prior to the pricing date by 80%, with a minimum price not lower than the aforementioned calculation. Currently, the transfer price for the treasury stocks to be transferred to employees is NT$15.25 (calculated by multiplying the simple arithmetic average closing price of NT$19.06 for the 15 business days before March 14th, 2023 by 80%). The actual pricing date will be determined by the authorized chairman based on the future stock market price.

  • ii. The number of shares to be transferred, the purpose, and the reasonableness are as follows:

Number of shares to be transferred: 20 million shares. Purpose: To motivate employees and enhance employee cohesion. Reasonableness: By offering moderate incentives to employees based on 80% of the average closing price of the 15 business days before March 14th, 2023, the number of shares to be transferred to employees does not exceed the limit set by Article 10-1 of the "Regulations Governing the Repurchase of Shares by Listed and OTC Companies", which stipulates that the cumulative number of shares transferred to employees shall not exceed 5% of the total number of shares issued by the company. Therefore, it should be considered reasonable.

  • iii. Qualification requirements for employees who may subscribe to the shares and the number of shares they may subscribe to are as follows:

Employee qualification requirements: In accordance with Article 4 of the company’s "Rules Governing the Transfer of Repurchased Company Shares to Employees". Number of shares available for subscription: In accordance with Article 5 of the company’s "Rules Governing the Transfer of Repurchased Company Shares to Employees".

  • iv. Impact on shareholders' equity:

  • a. Potential amount of expenses and dilution of earnings per share:

  • (1) The potential amount of expenses is calculated as follows:

(Market price (average closing price between 2023/02/20 and 2023/03/14) - actual transfer price) x actual transfer shares = (NTD 19.06 - NTD 15.25) x 2,000,000 shares = NTD 7,620,000

  • (2) Dilution of earnings per share:

Diluted earnings per share = Potential amount of expenses / the estimated number of shares outstanding in 2022 = NTD 7,620,000 / (170,000,000 shares - 2,000,000 treasury shares) = NTD 0.0453 per share

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  • b. Explanation of the financial burden on the company due to the transfer of shares at a price lower than the actual buyback price:

  • The discount amount of the transfer price compared to the average buyback price is NTD 5.55 (buyback cost - actual transfer price x actual transfer shares) which equals to NTD 11,100,000. This accounts for 0.04% of the company's current assets at the end of 2022, and is not expected to cause a financial burden or affect the working capital of the company.

Voting Results:

Shares represented at the time of voting: 100,832,219 votes

Shares represented at the time of voting: 100,832,219 votes
Voting Results* % of the total represented
share present
Votes in favor:
97,131,271 votes
(1,781,098 votes)
96.32%
Votes against:
246,114 votes
(246,114votes)
0.24%
Votes invalid:
0 votes
0.00%
Votes abstained:
3,454,834 votes
(3,364,351 votes)
3.42%

*including votes casted electronically (numbers in brackets)

The proposal has resolved as proposed.

2. Proposed amendment to the "Articles of Incorporation " (Proposed by the Board of Directors) Explanation:

  • (1) For the necessity of the business operation, the company proposes to amend the Company’s Articles of Incorporation.

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

Voting Results:

Shares represented at the time of voting: 100,832,219 votes

Shares represented at the time of voting: 100,832,219 votes
Voting Results* % of the total represented
share present
Votes in favor:
94,403,987 votes
(2,053,814 votes)
96.60%
Votes against:
40,747 votes
(40,747 votes)
0.04%
Votes invalid:
0 votes
0.00%
Votes abstained:
3,387,485 votes
(3,297,002votes)
3.35%

*including votes casted electronically (numbers in brackets)

The proposal has resolved as proposed.

6. Election Matters

1. By-election for one independent director (Proposed by the Board of Directors)

Explanation:

(1) Mr. Hsin Huang, an independent director of the company, resigned from his position on March 13, 2023. In compliance with legal requirements, it is proposed to elect one independent director in this shareholder meeting, with a term from June 20, 2023 to August 26, 2024.

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  • (2) In accordance with Article 13 of the company's Articles of Incorporation, the director candidate nomination system shall be adopted, and the selection shall be made from the list of director candidates, please refer to Attachment 6.

The result of the election:

Type ID or AC NO. Name Votes
Independent Director A12026**** Huang Hsin 96,567,239

7. Other Matters

1. Removal of the non-compete clause for directors (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
Huang Hsin Owner, HITOFUN LTD.

Voting Results:

Shares represented at the time of voting: 100,832,219 votes

Shares represented at the time of voting: 100,832,219 votes
Voting Results* % of the total represented
sharepresent
Votes in favor:
96,999,385 votes
(1,649,212votes)
96.19%
Votes against:
355,081 votes
(355,081 votes)
0.35%
Votes invalid:
0 votes
0.00%
Votes abstained:
3,477,753 votes
(3,387,270 votes)
3.44%

*including votes casted electronically (numbers in brackets)

The proposal has resolved as proposed.

8. Extemporary Motions : None.

9. Meeting Adjourn : 09:42 A.M. of the meeting day, all shareholders presented in

the meeting has unanimously resolved to adjourn the shareholder meeting.

There were no shareholder questions in this shareholders' meeting.

(For the convenience of readers and for information purpose only, the Minutes of Annual General Meeting has been translated into English from the original Chinese version. In the event of any discrepancy between the English version and the original Chinese version, the Chinese-language version shall prevail.)

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Attachment 1

2022 Business Report

I. 2022 Business Report:

(I) The results of implementation of the business plan

In the year 2022, the panel industry faced a recession, and all panel manufacturers suffered from overcapacity issues. However, we continued to develop high-margin markets such as car displays and sunglasses, while also benefiting from the ongoing development of VR/AR applications. Additionally, the company made efforts to reduce operational expenses and continuously repay bank loans to lower interest expenses, resulting in a profit of NT$2.62 per share in the year 2022.

Aside from maintaining stable customers in the TFT-LCD polarizer market for TV and monitor applications, we also developed new customers for high-margin products such as dye and iodine polarizers for vehicles. Looking towards the future, the company will continue to focus on developing high-margin products such as polarizers for sunglasses, VR/AR applications, and other areas.

Thanks to the efforts of the Chairman, General Manager, and all staff members, Optimax achieved a gross margin of 25% and an operating profit margin of 11% in the year 2022, representing a slight growth compared to the previous year.

Regarding non-operating income, rental income was NT$50,056 million, an increase from NT$24,452 million in 2021; foreign exchange gains were NT$113,161 million, a significant increase from NT$503 million in 2021, representing an increase of NT$112,658 million. As for non-operating expenses, interest expenses were NT$49,758 million, a decrease from NT$54,049 million in 2021, representing a decrease of NT$4,291 million; losses on disposal of property, plant, and equipment were NT$3,665 million, a decrease from losses of NT$7,516 million in 2021, representing a decrease of NT$3,851 million. In summary, the pre-tax net profit for the full year of 2022 was NT$440,457 million, and the after-tax net profit was NT$443,572 million. Although these figures are lower than the pre-tax net profit of NT$834,863 million and the after-tax net profit of NT$809,938 million for 2021, if we deduct the profit from the sale of the Plant in Southern Taiwan Science Park in 2021, which was NT$522,291 million, the pre-tax net profit for 2022 increased by NT$127,885 million compared to 2021. Therefore, the operational performance in 2022 is commendable and worthy of recognition from the shareholders.

Looking ahead, the company's management team will continue to adhere to a lean operational management model and relentlessly pursue the maximization of profits. The company will continue to expand the market for high-margin products such as sunglasses, vehicle-mounted products, and VR/AR polarizers, actively repay bank loans to reduce interest expenses, improve the financial situation, and strive to achieve the goal of maximizing profits for the company, in order to live up to the expectations of all shareholders.

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

In Thousands of New Taiwan Dollars; %

Item 2022 % 2021 % Amount of
increase/
decrease
%
Operatingrevenue 2,947,446 100.00 3,191,831 100.00 (244,385) (7.66)
Operating grossprofit 744,621 25.26 780,838 24.46 (36,217) (4.64)
Operatingnetprofit 337,411 11.45 316,831 9.93 20,580 6.50
Annual netprofit(loss) 440,457 14.94 834,863 26.16 (394,406) (47.24)
Annual netprofit(loss)of tax 443,572 15.05 809,938 25.38 (366,366) (45.23)

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In 2022, the operating revenue decreased by NT$244,385 thousand compared to 2021, while the gross profit margin remained at around 25% (increased from 24.46% in 2021 to 25.26% in 2022).

The main reason for the decrease in revenue was due to a slightly inferior product pairing compared to 2021, but the purchase cost was well controlled in the context of a favorable Japanese yen exchange rate, resulting in a 0.8% increase in gross profit margin compared to 2021.

In terms of operating expenses, sales expenses increased by NT$7,166 thousand compared to 2021, mainly due to an increase of NT$2,215 thousand in entertainment expenses, an increase of NT$8,638 thousand in commission expenses, and an increase of NT$1,409 thousand in labor expenses, but export expenses decreased by NT$5,026 thousand.

As for administrative expenses, they increased by NT$25,162 thousand compared to 2021, mainly due to an increase of NT$10,969 thousand in year-end bonuses, an increase of NT$6,235 thousand in repair expenses, and an increase of NT$1,243 thousand in utility expenses. Commission expenses and labor costs increased by NT$4,648 thousand compared to the previous year.

Research and development expenses increased by NT$2,394 thousand, mainly due to an increase in commissioned research expenses of NT$3,986 thousand and repair expenses of NT$643 thousand, but overtime and severance pay decreased by a total of NT$1,036 thousand and utilities expenses decreased by NT$910 thousand.

The expected credit loss decreased by NT$91,519 thousand compared to the previous year, mainly due to no significant overdue accounts receivable from customers in 2022.

In summary, the overall gross profit for 2022 was NT$744,621 thousand, operating expenses were NT$407,210 thousand, and non-operating income was net income of NT$103,046 thousand, including foreign exchange gains of NT$113,161 thousand. Based on the above reasons, the pre-tax net profit for 2022 was NT$440,457 thousand and the after-tax net profit was NT$443,572 thousand.

Item 2022 2021
Analysis of financial
Structure
Debt to asset ratio(%) 44.87 57.70
Long-term fund to real estate, factory,
and Equipment ratio(%)
158.09 181.80
Analysis of debt-paying
structure
Current Ratio(%) 95.10 232.73
Quick Ratio(%) 45.27 108.54
Analysis of profitability ROA(%) 10.47 12.53
ROE(%) 19.84 49.39
Netprofit(loss)ratio(%) 15.04 25.37
Basic earningsper share(NT$) 2.62 4.76

(III) Status of production and R&D

The development direction focuses on low-cost products such as vehicle-mounted products, VR, and sunglasses. As competition in the automotive product market intensifies, the main focus is to improve product quality to maintain a competitive edge. To improve product quality, the main focus is on increasing reliability by raising the guaranteed temperature from 95 degrees to 105 or even 110 degrees. Another key area for improving product quality is in the field of compensating films for viewing angles, meeting the OEM 5.1 specification, and exceeding the competition in terms of viewing angles and contrast, making it more conducive to introducing into automotive customers. Although demand for VR is not yet booming, there are many developers, and working with customers during the initial stages of development will help catch up with their production schedules in the future. The development direction for each product is as follows:

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  1. In the development of large-size TV/MNT products, due to lower profit margins and the need to cope with annual customer price reductions, it is necessary to continuously evaluate and introduce materials with lower costs.

  2. In the field of small and medium-size applications, dye-type polarizers are not only used in industrial control products such as electricity meters but are also actively being developed for use in vehicle instrument panels. For vehicle-mounted display polarizers, in addition to improving reliability (raising guaranteed temperature from 95 degrees to 105 or even 110 degrees), wide-view angle compensation films are used in conjunction with customer panel designs to enhance viewing angles to meet or even exceed the European OEM 5.1 standard. In terms of special applications for dye-type polarizers in small and medium-size applications, products have been developed for antipeeping notebook computers, electronic rearview mirrors, etc. For VR applications, in addition to the previous three-in-one or four-in-one film formats, new curved products are being developed in collaboration with customers. In terms of ECB, they are used for electronic tags, e-books, bus stop signs, etc. In addition to using a 1/4λ plate, the color of the polarizer must also be adjusted to achieve a paper-like visual effect.

  3. For sunglasses, continuously expanding our customer base and developing new color variations.

II. Future planning

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

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

  2. The principle of prudent management is to stabilize product quality and improve yield to reduce costs.

  3. Concentrate resources on developing high-margin polarizer products, such as thin polarizers for applications like sunglasses, vehicle-mounted displays, and polarizers for VR products.

  4. Activate idle assets, such as disposing of related old equipment.

  5. Actively invest in other promising industries, such as automotive batteries.

(II) The Company's future strategy of development

  1. Focus on developing key customers to increase company revenue, such as panel manufacturers in mainland China.

  2. Avoid competing in low-margin markets and focus on seizing niche markets with high margins and high cash flows.

  3. Make every effort to develop high-weather-resistant dye-based polarizers for vehicle-mounted displays, VR/AR products, and sunglasses ploarizers.

  4. Continuously expanding panel manufacturing clients in Taiwan, mainland China, Japan, and South Korea.

Chairman Peter, Chao General Manager Wilson, Chao Accounting Officer Zong-Ze, Chen

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Attachment 2

Audit Committee's Review Report

The Board of Directors has made and reported the Company's 2022 financial statement, the business report, and the proposal of profits distribution. 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 2023 Annual General Meeting.

Convener of the Audit Committee Ted, Kuo March 23, 2023

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Attachment 3

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, 2022 and 2021, the statements of comprehensive income, statements of changes in equity, and statements of cash flows for the years ended December 31, 2022 and 2021, 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, 2022 and 2021, 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 2022 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:

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  • (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 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 (8) 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

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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.

13

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 2022. 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 23, 2023

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.

14

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

Individual Balance Sheets December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Assets December 31, 2022
December 31, 2021
Amount
%
Amount
%
Current assets
Cash

Current financial assets at amortized cost
Accounts receivable, net
Accounts receivable – related parties
Other receivables
Current inventories
Prepayments
Other current financial assets
Other current assets
$ 58,843
1
68,133
1
3,500

53,500
1
678,136
16
722,760
15
15,148

35,444
1
190,795
5
186,486
4
959,703
22
1,164,761
25
4,022

31,137
1
71,580
2
66,289
1
2,638

2,227
Total current assets 1,984,365
46
2,330,737
49
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
Net defined benefit assets - non-current
Other non-current financial assets
Other non-current assets
11,282

20,000

42,413
1
72,835
1
1,571,275
36
2,124,887
45
15,979

4,428

571,685
13
31,117
1
156,540
4
137,040
3
3,090





18,737

23,156

29,196
1
Total non-current assets 2,395,420
54
2,438,240
51
Total Assets
$ 4,379,785
100
4,768,977
100
Liabilities and Stockholders’ Equity
Current liabilities
Short-term loans

Accounts payable
Other payables
Current income tax liability
Current provisions
Current lease liabilities
Current Portion of Long-term Debt
Current refund liabilities
Other current liabilities
$ 31,499
1
602,478
13
83,570
2
138,037
3
151,019
4
148,115
3
16,911



14,434

15,436

3,362

3,235

1,590,000
37


18,175

12,257

14,214

14,825
Total current liabilities 1,923,184
44
934,383
19
Noncurrent liabilities
Long-term borrowings
Deferred tax liabilities
Non-current lease liabilities
Non-current net defined benefit liability
Deposits received


1,790,000
38
238

795

12,647

1,277



8,525

8,187


Total non-current liabilities 21,072

1,800,597
38
Total liabilities 1,944,256
44
2,734,980
57
Equity
Common stock
Retained earnings
Statutory surplus reserve
Unappropriated retained earnings
Other components of equity
TreasuryStocks
1,700,000
39
1,700,000
36
35,500
1


777,279
18
355,003
7
(35,651)
(1)
(21,006)

(41,599)
(1)

Total equity 2,435,529
56
2,033,997
43
Total liabilities and equity
$ 4,379,785
100
4,768,977
100

15

(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, 2022 and 2021

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

Total operating revenue
Totaloperating costs
2022
Amount
%
2021
Amount
%
$ 2,947,446
100
(2,202,824) (75)
3,191,831
100
(2,410,988)
(75)
Grossprofit from operations 744,622
25
780,843
25
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
(168,370)
(6)
(165,094)
(5)
(57,318)
(2)
6,582
(162,677)
(5)
(140,940)
(4)
(54,927)
(2)
(84,937)
(3)
Totaloperating expenses (384,200) (13) (443,481)
(14)
Netoperatingincome 360,422
12
337,362
11
Non-operating income and loss
Interest income
607

Other income
38,410
1
Other gains and losses – net
114,744
4
Finance costs
(49,758)
(1)
Impairment loss (impairment gain and reversal
of impairment loss) determined in accordance
with IFRS 9
(2,703)

Share of profit (loss) of subsidiaries accounted
forusing equitymethod
(21,265)
(1)
177

52,851
2
498,612
16
(54,049)
(2)
15,667

(15,757)
(1)
Total non-operatingincomeand expenses
80,035
3
497,501
15
Profit from continuing operations before tax
440,457
15
Total taxexpense (income)
3,115
834,863
26
(24,925)
(1)
Net Income
443,572
15
809,938
25
Other comprehensive income
Components of other comprehensive income that
will not be reclassified to profit or loss
Remeasurement of defined benefit obligations
5,645

Unrealised gains (losses) measured at fair value
through other comprehensive income
3,071

Unrealised gains (losses) from subsidiaries
accounted for using equity method in equity
instruments measured at fair value through other
comprehensive income
(10,316)

Components of other comprehensive income
that will be reclassified to profit or loss
Exchange differences on translating the
financial statements of foreign operations
1,159

Income tax related to components of other
comprehensive income that will be reclassified
toprofit or loss

(2,938)



(16,891)
(1)
(816)

(659)
Other comprehensive income(loss),net of tax
(441)
(21,304)
(1)
Totalcomprehensiveincome
$ 443,131
15
788,634
24
Earnings per share
Basic earnings per share
$ 2.62
Diluted earnings pershare
$ 2.62
4.76
4.76

16

(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, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Accounting Title Common stock Retained earnings Retained earnings Other components of equity Other components of equity Treasure Stocks Total equity
Statutory surplus
reserve

Undistributed surplus
(Accumulated deficit)
Foreign Currency
translation
differences
Unrealized gains(losses)
from financial assets at
fair value through other
comprehensive income
Balance as of January 1, 2021 $ 3,253,324 $ $ (2,005,321) $ (2,633) $ (7) $ $ 1,245,363
Net Income
Other comprehensive income (loss)
Total comprehensive income (loss)
Capital reduction for cover
accumulated deficits


809,938
(2,938)

(1,475)

(16,891)

809,938
(21,304)

(1,553,324)

807,000
1,553,324
(1,475)
(16,891)

788,634
Balance at of December 31, 2021 $ 1,700,000 $ $ 355,003 $ (4,108) $ (16,891) $ $ 2,033,997
Balance as of January 1, 2022 $ 1,700,000 $ $ 355,003 $ (4,108) $ (16,891) $ $ 2,033,997
Appropriation and distribution of
retained earnings:
Statutory surplus reserve
Net Income
Other comprehensive income(loss)
Total comprehensive income (loss)
Disposal of gains (losses) measured
at fair value through other
comprehensive income
Shares Buyback(Treasure Stocks)


35,500

(35,500)
443,572
5,645


1,159


(7,245)



443,572
(441)




449,217
8,559
1,159

(7,245)
(8,559)


(41,599)
443,131

(41,599)
Balance at of December 31, 2022 $ 1,700,000 $ 35,500 $ 777,279 $ (2,949) $ (32,702) $ (41,599) $ 2,435,529

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, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities
Income before income tax
2022
2021
$ 440,457
$834,863
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 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
66,183
76,511
158
173
(3,879)
69,270
49,758
54,049
(607)
(177)
21,265
15,757
3,665
7,516
1,065

(2,872)
(522,291)
(2,534)
(2,468)
(46,716)
4,186

(11,398)
69,458
(68,247)
2,277
130,457
205,058
(207,627)
27,184
13,926
599
(590)
(57,215)
(38,027)
7,372
(130,375)
(1,002)
1,530
6,994
(17,824)
(5,970)
(5,768)
780,698
203,446
611
174
(49,774)
(57,278)
(6)
83
Net cashprovided byoperatingactivities 731,529
146,425
Cash flows from investing activities
Acquisition of financial assets at fair value through other
comprehensive income
Disposal 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)
11,789


(50,000)
50,000
32,300

(1,677)

3,553,610
(18,149)
(17,647)
1,081
1,962
(21,796)

13,446
95,446
(15,192)
(27,040)
Net cash used in investingactivities 21,179
3,566,954
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
Shares Buyback (Treasure Stocks)
Net cash flows from(used in)financingactivities
(572,675)
(93,647)

1,790,000
(200,000)
(5,478,638)
7,587
3,000
(544)
(11,729)
(3,544)
(3,949)
(41,599)

(810,775)
(3,794,963)
Effect of change rate changes on cash and cash equivalents 48,777
(12,397)
Net decrease (increase) in cash and cash equivalents
Cash and cash equivalents at beginningofperiod
(9,290)
(93,981)
68,133
162,114
Cash and cash equivalents at end ofperiod $ 58,843
$68,133

16

Attachment 4

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, 2022, and 2021, 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, 2022, and 2021, 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 2022 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 (12) 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 (8) 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 2022 and 2021, 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 23, 2023

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, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2022
December 31, 2021
Amount
%
Amount
%
Assets
Current assets
Cash

Current financial assets at amortized cost
Accounts receivable, net
Accounts receivable – related parties
Other receivables
Current inventories
Prepayments
Other current financial assets
Othercurrent assets
$ 61,331
1
70,170
1
15,917

54,803
1
678,136
16
722,760
15
15,148

35,444
1
24,512
1
36,177
1
959,703
22
1,164,761
24
4,375

31,659
1
71,580
2
66,289
1
2,638

2,227
Totalcurrent assets 1,833,340
42
2,184,290
45
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
Non-current net defined benefit assets
Other non-current financial assets
Other non-current assets
11,282

29,847
1
956

9,531

1,575,187
36
2,128,815
44
15,979

4,428

798,428
18
267,004
6
156,540
4
137,040
3
3,090





18,737

23,171

29,214
1
Total non-current assets 2,584,633
58
2,624,616
55
Total Assets
$ 4,417,973
100
4,808,906
100
Liabilities and equity
Current liabilities
Short-term loans
Accounts payable
Other payables
Current tax liabilities
Current provisions
Current lease liabilities
Current Portion of Long-term Debt
Current refund liabilities
Othercurrent liabilities
31,499
13
602,478
13
84,217
2
138,112
3
154,934
4
151,771
4
16,911

14,434

15,436

3,362

3,235

1,590,000
36


18,175

12,257

14,214

15,258
Totalcurrent liabilities 1,927,746
43
938,547
20
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
238

795

12,647

1,277



8,525

41,813
1
35,765
1
Total non-current liabilities 54,698
1
1,836,362
38
Total liabilities
$ 1,982,444
44
2,774,909
58
Equity
Common stock
Retained earnings
Statutory surplus reserve
Unappropriated retained earnings
Other components of equity
TreasuryStocks
1,700,000
35
1,700,000
35
35,500
1


777,279
18
355,003
7
(35,651)
(1)
(21,006)

(41,599)
(1)

Equityattributable to owners ofparent 2,435,529
56
2,033,997
42
Total equity 2,435,529
56
2,033,997
42
Total liabilities and equity $ 4,417,973 100
4,808,906
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, 2022 and 2021

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

Amount
%
Amount
%
$ 2,947,446 100

(2,202,825) (75)
$ 3,191,831
100
(2,410,993)
(75)
Grossprofit from operations 744,621
25
780,838
25
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
(182,946)
(6)
(173,506)
(6)
(57,340)
(2)
6,582
(175,780)
(5)
(148,344)
(5)
(54,946)
(2)
(84,937)
(3)
Total operatingexpenses (407,210) (14) (464,007)
(15)
Net operatingincome 337,411
11
316,831
10
Non-operating income and loss
Interest income
689

Other income
64,580
2
Other gains and losses
109,183
4
Finance costs
(49,758)
(2)
Impairment loss (impairment gain and reversal
of impairment loss) determined in accordance
with IFRS 9
(13,197)

Share of profit (loss) of Associates & Joint
Venturesaccountedforusing equitymethod
(8,451)
436

78,360
3
502,136
16
(54,049)
(2)
15,667

(24,518)
(1)
Total non-operatingincome and expenses
103,046
4
518,032
16
Profit (loss) from continuing operations before
tax
440,457
15
Total tax expense(income)
3,115
834,863
26
(24,925)
(1)
Net Income
443,572
15
809,938
25
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of the defined benefit plan
5,645

Unrealised gains (losses) from investments in
equity instruments measured at fair value
through other comprehensive income
(6,952)

Unrealised gains (losses) from Associates &
Joint Ventures accounted for using equity
method in equity instruments measured at fair
value through other comprehensive income
(293)

Items that may be reclassified subsequently to
profit or loss
Exchange differences on translating the
financial statements of foreign operations
1,159

Income tax related to components of other
comprehensive income that will be reclassified
toprofit or loss

(2,938)

(16,206)
(1)
(685)

(816)

(659)
Other comprehensive income,net of tax
(441)
(21,304)
(1)
Total comprehensive income
$ 443,131
15
$ 788,634
24
Profit (loss), attributable to:
Profit(loss),attributable to owners ofparent
$ 443,572
15
$ 809,938
25
Total comprehensive income attributable to:
Profit(loss),attributable to owners ofparent
$ 443,131
15
$ 788,634
24
Earnings per share
Basic earningsper share
$ 2.62
$ 4.76

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, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

(Expressed in Thousands of New Taiwan Dollars) (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 parent Total equity
Common stock Retained earnings Other components of equity Treasure Stocks
Statutory surplus
reserve
Undistributed surplus
(Accumulated deficit)
Foreign Currency
translation
differences
Unrealized gains(losses)
from financial assets at
fair value through other
comprehensive income
Balance as of January 1, 2021 $ 3,253,324 $ $ (2,005,321) $ (2,633) $ (7) $ $ 1,245,363
Net Income
Other comprehensive income (loss)
Total comprehensive income (loss)
Capital reduction for cover
accumulated deficits


809,938
(2,938)

(1,475)

(16,891)

809,938
(21,304)

(1,553,324)

807,000
1,553,324
(1,475)
(16,891)

788,634
Balance at of December 31, 2021 $ 1,700,000 $ $ 355,003 $ (4,108) $ (16,891) $ $ 2,033,997
Balance as of January 1, 2022 $ 1,700,000 $ $ 355,003 $ (4,108) $ (16,891) $ $ 2,033,997
Appropriation and distribution of
retained earnings:
Statutory surplus reserve
Net Income
Other comprehensive income(loss)
Total comprehensive income (loss)
Disposal of gains (losses) measured at
fair value through other comprehensive
income
Shares Buyback(Treasure Stocks)


35,500

(35,500)
443,572
5,645


1,159


(7,245)



443,572
(441)





449,217
8,559
1,159

(7,245)
(8,559)


(41,599)
443,131

(41,599)
Balance at of December 31, 2022 $ 1,700,000 $ 35,500 $ 777,279 $ (2,949) $ (32,702) $ (41,599) $ 2,435,529

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, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities
Income before income tax
2022
2021
$ 440,457
834,863
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 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
78,916
89,064
158
173
6,615
69,270
49,758
54,049
(689)
(436)
8,451
24,518
3,665
7,516
1,065

(6,032)
(522,291)
(9,103)
(2,869)
(42,879)
(440)
(2,674)
(2,625)

(11,398)
69,458
(68,247)
13,353
128,644
205,058
(207,627)
27,360
14,086
599
(590)
(56,643)
(40,885)
7,631
(128,465)
(1,002)
1,530
6,995
(22,170)
(5,970)
(5,768)
794,547
209,902
693
433
(49,774)
(57,278)
(6)
83
Net cashprovided by operating activities
$ 745,460
153,140
Cash flows from investing activities
Acquisition of financial assets at fair value through other
comprehensive income
Disposal 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
Increase in other non-current assets

(20,000)
11,789

(11,977)
(74,096)
50,882
83,653

(34,752)

(1,677)

3,553,610
(18,149)
(17,647)
1,081
1,962
(21,796)

13,446
95,446
(15,189)
(27,044)
Net cashusedin investing activities
$
10,087
3,559,455
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
Treasury Stocks
(572,675)
(102,335)

1,790,000
(200,000)
(5,478,638)
7,587
3,000
(544)
(11,729)
(3,544)
(3,949)
(41,599)
Net cash flowsfrom(usedin)financing activities
$
(810,775)
(3,803,651)
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
46,389
(11,178)
(8,839)
(102,234)
70,170
172,404
Cashand cashequivalents at end ofperiod
$
61,331
70,170

25

Attachment 5

Comparison table for Articles of Incorporation before and after the amendment

After amendment Before amendment Reason of
amendment
Article20-1
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 30% 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.


Article20-1
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.


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.
The 18th amendment was made on June 20,
2023.
Article23
The 16th amendment was made on June 9, 2020.
The 17th amendment was made on June 23,
2022.
Date of the
18th
Amendment is
added

26

Attachment 6

OPTIMAX TECHNOLOGY CORPORATION

List of Independent Director Candidate

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

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

27

Appendix 2

OPTIMAX TECHNOLOGY CORPORATION

Rules Governing the Transfer of Repurchased Company Shares to Employees in 2022

Date 2023/3/23 (Amended)

Article 1 Purpose:

The company aims to attract and retain professional talents, motivate employees, enhance their sense of belonging, and create benefits for the company and shareholders. In accordance with relevant regulations such as Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the "Regulations Governing the Repurchase of Shares by Listed and OTC Companies" issued by the Financial Supervisory Commission, this policy is established for the repurchase of shares by the company and their transfer to employees. The company will carry out the repurchase and transfer of shares to employees in accordance with this policy, except as provided by relevant laws and regulations.

Article 2 Types of transferred shares, their rights and limitations on rights:

The shares transferred to employees in this transaction are ordinary shares, and their rights and obligations are the same as those of other publicly traded ordinary shares, except as otherwise provided by applicable laws and regulations or this policy.

Article 3 Transfer period:

The shares bought back in this transaction may be transferred to employees once or multiple times within five years from the date of share buyback in accordance with the provisions of this policy.

Article 4 Eligibility of transferees:

Employees who have been employed for one year or more before the subscription ex-date and are still employed or have made special contributions to the company or are professional staff required for the company's future strategy and have been approved by the Board of Directors may subscribe to the shares in accordance with the subscription amount set forth in Article 5 of this Regulations. The term "employee" as used in this Regulation refers to full-time employees on the formal roster of the Company and its domestic and foreign subsidiaries (companies in which the Company directly or indirectly holds more than fifty percent of the voting shares of the invested company).

Article 5 The employee is entitled to subscribe for a certain number of shares:

The criteria for determining the number of shares that employees are entitled to subscribe for should take into account their job level, years of service, special contributions to the company, and future development potential. The number of shares that employees are entitled to receive should also consider factors such as the total amount of repurchased shares held by the company on the share subscription reference date and the maximum number of shares that a single employee may subscribe for. The actual eligibility and subscription quantity for employees shall be determined by the board of directors and shall not be delegated to the chairman. However, for employees who are to be transferred as executives, approval from the Compensation Committee is required before submitting a proposal to

28

the board of directors for approval. For employees who are not in executive positions, approval from the Audit Committee is required before submitting a proposal to the board of directors for approval.

Article 6 The procedures for transferring repurchased shares to employees are as follows:

  1. In accordance with the resolution of the board of directors, announce, report, and repurchase shares of the company within the execution deadline.

  2. The board of directors shall establish and publicize the operational matters, such as the employee share subscription reference date, the criteria for the number of shares that can be subscribed for, the subscription payment period, the contents of the rights, and the restriction conditions, in accordance with these regulations.

  3. Collect the actual number of subscribed and paid shares and handle the registration of the stock transfer.

Article 7 The agreed-upon transfer price per share:

The pricing principle for the actual transfer price of repurchased shares to employees in this transaction is calculated by taking the simple arithmetic average of the closing price of ordinary shares on the 15th business day before the pricing date, multiplied by 80%. However, if the number of ordinary shares issued by the company has increased or decreased before the transfer, it may be adjusted according to the ratio of the increase in the number of issued shares.

Article 8 Rights and obligations after the transfer:

After the transfer of repurchased shares to employees and the registration of transfer, unless otherwise specified, the remaining rights and obligations are the same as those of the original shares.

Article 9 Other matters related to the rights and obligations of the company and employees:

The taxes and fees incurred from the transfer of repurchased shares to employees shall be borne by the company or employees themselves in accordance with relevant laws and regulations.

Article 10 Other matters:

The shares repurchased by the company for transfer to employees shall be fully transferred within five years from the date of repurchase. Any portion that is not transferred within the deadline shall be treated as unissued shares of the company and the registration for cancellation of the shares shall be processed in accordance with relevant laws and regulations.

Article 11

This policy shall take effect upon approval by the board of directors and may be amended by resolution of the board of directors.

Article 12

This policy shall be reported to the shareholders' meeting and any revisions shall also be subject to the same reporting requirement.

29

Appendix 3

OPTIMAX TECHNOLOGY CORPORATION Articles of Incorporation (Before Amendment)

Date 2022-6-23 (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.

30

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.
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.
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 re-
electing 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.

31

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.
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.

32

Article 20 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.

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. The 17th amendment was made on June 23, 2022.

33