Stock Code: 2328

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Pan-International Industrial Corp.

2024 Annual General Meeting Meeting Handbook

Date and Time: 9:00 a.m., Friday, May 31, 2024 Venue: No. 77, Anxing Rd., Xindian Dist., New Taipei City (Yue Hall, Platinum Hotel )

		Table of Contents
One.	Meeting Procedure		1
Two.	Meeting Agenda		2
	I	Report Items	3
	II	Ratification Items	5
	III	Extraordinary Motions	5
Three.	Attachments
	I	2023 Business Report	6
	II	Audit Committee Review Report	9
	III	CPA Auditors’ Report and Financial Statements	10
	IV	Earnings Distribution Table	40
Four.	Appendix
	I	Rules of Procedure for Shareholders’ Meeting	41
	II	Articles of Incorporation	45
	III	Directors’ Shareholding Table	53

Pan-International Industrial Corp. 2024 Annual General Meeting Procedure

I. Report of Number of Shares Represented by Attending Shareholders
II. Call the Meeting to Order
III. Chairman’s Remarks
IV. Report Items
V. Ratification Items
VI. Extraordinary Motions

VII. Meeting Adjourned

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Pan-International Industrial Corp. 2024 Annual General Meeting Agenda

Convening method: Physical Shareholders Meeting

Time: 9:00 a.m., Friday, May 31, 2024

Venue: No. 77, Anxing Rd., Xindian Dist., New Taipei City (Yue Hall, Platinum

Hotel )

I. Chairman’s Remarks:

II. Report Items:

2023 Business Report of the Company.
Audit Committee’s Review Report on the 2023 Financial Statements.
Report on 2023 distribution of remuneration of employees and directors of the Company.
Report on 2023 distribution of earnings and cash dividends status.
Other report matters.

III. Ratification Items:

Adoption of 2023 Business Report and Financial Statements.
Proposal for the distribution of earnings in 2023.

IV. Extraordinary Motions.

V. Meeting Adjourned.

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Report Items

I. 2023 Business Report of the Company. Proposed for review.
Explanation: Please refer to 2023 Business Report of the Attachments. (Please refer to page 6 to 8 of this Handbook)
II. Audit Committee’s Review Report on the 2023 Financial Statements. Proposed for review.
Explanation: Please refer to the Audit Committee’s Review Report of the
- Attachments. (Please refer to page 9 of this Handbook)
III. Report on 2023 distribution of remuneration of employees and directors of the Company. Proposed for review.
Explanation: The Company’s profit in 2023 was NT$1,488,584,546 (before remunerations were set aside) whereby 5% of cash (or NT$74,429,227) was set aside for employee compensation and 0.5% of cash (or NT$7,442,923) was set aside for directors' remuneration, and all were paid in cash.
IV. Report on 2023 distribution of earnings and cash dividends status. Proposed for review.
Explanation: 1. According to the Articles of Incorporation provisions, for cash dividends, the board of directors is authorized to reach a special resolution for distribution, followed by reporting to the shareholders meeting.
1. For shareholders' dividend distribution, cash dividends of NT$ 673,850,167, and NT$ 1.3 per share shall be distributed according to the distribution percentage until the cash dividend shall be rounded down. The total of odd lots less than NT$1 will be transferred to the employees' welfare committee. The Board of Directors is convened to stipulate.

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  3. If there is a change in the total number of outstanding shares in this proposal and the dividend ratio of shareholders must be adjusted, the board of directors shall adjust and handle the relevant changes.

V. Other report matters.
Explanation: 1. Pursuant to the provisions of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of issued shares of a company may propose to the company a proposal for discussion at a regular shareholders’ meeting. The current proposal and nomination acceptance period is from March 22 to April 1, 2024.
1. Up to the end of the aforementioned proposal acceptance period, the Company receives no proposals submitted by the shareholders.

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Ratification Items

Proposal 1: Adoption of 2023 Business Report and Financial Statements, Proposed for review. (Proposed by the Board of Directors)
Explanation: I. The 2023 Business Report and Financial Statements of the Company have been reviewed by the Audit Committee, and the Financial Statements have also been audited and certified by CPA Yung-Chien Hsu and CPA Jen-Chieh Wu of Pricewaterhouse Coopers (PwC) Taiwan.
II. For the reports and statements described in the preceding paragraph, please refer to the Attachments. (Please refer to page 6 to 8 and page 10 to 45 of this Handbook)
III. Proposed for ratification.

Resolution:

Proposal 2: Proposal for 2023 earnings distribution. Proposed for ratification. (Proposed by the Board of Directors)
Explanation: I. The proposal for 2023 earnings distribution table of the Company is as shown in the Attachments. (Please refer to page 46 of this Handbook)
II. Proposed for ratification.

Resolution:

Extraordinary Motions

Meeting Adjourned

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Attachments 1

2023 Business Report

The significant growth in shipments to Chinese automotive customers has driven the Company's revenue from automotive products. The revenue of automotive wiring harnesses has accounted for more than 17% of the total consolidated revenue, demonstrating the results of transformation and upgrading to increase the revenue of automotive products. In addition, as the supply chain increases the flexibility, the Southeast Asia business still maintains the growth momentum of revenue. However, due to the uncertain future demand prospects and customers' conservative inventory in Q2, consumer products suddenly lost their momentum in pulling goods, resulting in the sharp decline of revenues from related products. Overall, this year's consolidated revenues showed a slight decline compared to last year. However, in terms of profitability, although the Company has actively adjusted the product portfolio and maintained the level of gross profit margin, due to the decline in revenue and the decrease in contribution from nonoperating income from investment income, full-year profitability declined as compared to last year.

Today's global economic environment has been affected by factors such as the shortening of product life cycle, the multitude of production competitors, and the interference of inflation in various regions. In addition, climate change and geopolitics have affected supply chain and logistics arrangements. Consequently, difficult challenges have been posed to business strategies, production and marketing scheduling, increasing the risk of decision-making. As if facing the abyss, the management team will collect market information extensively, make prudent decisions, and adjust business strategies in a timely manner to maintain the growth momentum of the Company's revenue and profits. In addition, the Company will also actively invest in new energy vehicle related products and production capacity, increase Pan-International's exposure and market share in the automotive industry, and establish Pan-International as a first-tier supplier of automotive wiring harness and related products. At the same time, we will continue to review the gross profit margin of products, develop high-margin products, optimize the product portfolio, and adhere to the Company's transformation and upgrading strategy to improve the overall profitability. By doing so, our employees and shareholders can share the results of business operations.

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I. Report on 2023 Operating Outcome:
(I) The parent company only operating revenue was NT$9.3 billion, a decline of 21.2% from NT$11.8 billion in 2022.
(II) The consolidated operating revenue was NT$25.6 billion in 2023, a decline of 2.4% from NT$26.3 billion in 2022.
(III) The consolidated net profit before tax was NT$1.84 billion, representing a decline of 10.4% compared to NT$2.06 billion in 2022.
(IV) The consolidated net profit after tax was NT$1.49 billion, representing a decline of 4.9% compared to NT$1.57 billion in 2022.
(V) The earnings per share (EPS) was NT$ 2.42.

II. 2024 Business Outlook:

The business environment in the future will be more unpredictable and risky due to the impact of global geopolitical competition and cooperation, frequent wars, continued US-China confrontation and post-election changes in cross-strait relations. The Company will aim to improve the operating resilience and maintain the growth momentum, expand the business and R&D team to improve the overall marketing and R&D capabilities, while proactively exploring new business opportunities. Meanwhile, we will also enhance the risk awareness and crisis management ability of all employees to actively face various operational difficulties and challenges. The Company's annual development and operation guidelines and production and sales policies formulated in accordance with the main objectives are as follows:

(I) Business Policy:
Maintain the revenue growth of automotive products, explore new customers and develop new products to enhance the Company's competitive edge in the automotive market.
Strictly control AR and inventory positions, enhance the flexibility of capital allocation, and improve resilience in the face of risks and as a going concern.
Achieve the ESG-goals set, fulfill social responsibilities and adhere to the sustainable operation of the Company.

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(II) Production and Sale Policy:

Actively strive for new energy vehicle customers, increase the revenue of new energy vehicle wiring harness products, and improve the Company's gross profit and net profit.
Seek acquisitions, expand business opportunities in EV and ICT products through cross-industry alliances or joint ventures, and increase product breadth to maintain stable revenue growth.
Improve the flexibility of the supply chain, and flexibly use the production and logistics resources of each plant area to meet the needs of customers and avoid the risk of transfer to orders.
Strictly control the exposure of AR and inventory, coordinate the use of cash of each legal entity, and maintain liquidity to improve the ability to face risks and enhance the resilience of going concern.
Plan carbon emission verification and energy-saving solutions, formulate carbon neutrality paths and implementation plans for each plant area, and complete carbon reduction targets at various stages in order to achieve carbon neutrality.
Actively achieve ESG annual policy objectives, invest resources, fulfill corporate social responsibility and lay the foundation for sustainable business operations.

In addition to creating profits for the year, the Company will also actively respond to stakeholders' ESG-related concerns by setting various ESG targets in order to enhance the knowledge and awareness of all employees in environmental protection, social care and ethical management. We will progressively achieve various goals and upgrade the rating of external evaluation agencies to establish the Company's image of information transparency and integrity management. This will establish a gradual path and profound foundation for the development goal of sustainable management.

Chairman: Managerial Officers: Accounting supervisor: Lee, Kuang-Yao Tsai, Ming-Feng Tai, Chih-Hao

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Attachments 2 Audit Committee Review Report

The Board of Directors has prepared the Company’s 2023 business report, financial statements and proposal for the earnings distribution. The Audit Committee has reviewed the aforementioned documents, and concluded that all information is presented fairly. We hereby submit this report in accordance with the provisions of Article 219 of the Company Act and Article 14-4 of the Securities and Exchange Act.

To:

Pan-International Industrial Corp. 2024 General Shareholders Meeting

Chairman of the Audit Committee: Wen-Jung Cheng

March 13, 2024

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Attachments 3

Auditors’ Report

(2024) Cai-Shen-Bao-Zi No. 23004347

To Pan-International Industrial Corp.

Audit Opinions

We have audited the Parent Company Only Balance Sheet of Pan-International Industrial Corp. of December 31, 2023 and 2022, and the Parent Company Only Comprehensive Income Statement, Parent Company Only Statement of Changes in Shareholders Equity, the Parent Company Only Statement of Cash Flows, and the Notes to Parent Company Only Financial Statements (including the summary of significant accounting policies) covering the period of January 1 to December 31, 2023 and 2022.

In our opinion, on the basis of the result of our audit and the audit reports presented by other accountants (please refer to additional information section), all the material items prepared in these separate parent company only financial statements are in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Therefore, they are able to properly express the separate financial position of PanInternational Industrial Corp. as of December 31, 2023 and 2022, and the parent company only financial performance and parent company only cash flows from January 1 to December 31, 2023 and 2022.

Basis of our opinions

We have conducted the audit according to the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Taiwan Standards on Auditing (TWSA). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Parent Company Only Financial Statements. We are independent of Pan-International Industrial Corp. according to the CPA Code of Professional Ethics of the Republic of China, and we have fulfilled our other ethical responsibilities according to these requirements. On the basis of the result of our audit and the audit reports presented by other certified public accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the Company in 2023. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Key audit matters in the 2022 Parent Company Only Financial Statements of the Company are specified below:

Assessment of the provision for valuation loss on inventory

Description

For information on the accounting policy of valuation of inventory, refer to Note 4 (13) of the Notes to Parent Company Only Financial Statements. The accounting estimate, and the uncertainty of assumption of the valuation of inventory is specified in Note 5 (2) of the Notes to Parent Company Only Financial Statements. The inventory items are specified in Note 6 (4) of the Notes to Parent Company Only Financial Statements. As of December 31, 2022, the balance of inventory and provision for valuation loss for the Company amounted to NT$315,066 thousand and NT$3,981 thousand, respectively. The balance of inventory and provision for evaluation loss as stated in the consolidated financial statements of the same date amounted to NT$3,868,193 thousand and NT$146,527 thousand, respectively.

The Company mainly produces and sells computer peripherals, automobile cable harness, industrial control and medical devices, among other related electronic products. Rapid changes in the technological environment allow for only a short life cycle of the inventory. In addition, the inventory is highly vulnerable to price fluctuations in the market. The result is devaluation due to falling prices of inventory, or the risk of phase out is higher. Pan-International Industrial Corp. and its subsidiaries measure the normal sale of inventory using the lower of the cost or the net realizable value. The above provision for the valuation of inventory loss is mainly based on obsolete items or damaged items of inventory. The net realizable value is based on the experience of handling obsolete items of inventory in the estimation. Because the amount of inventory of PanInternational Industrial Corp. and subsidiaries is significant and the inventory covers a great variety of items, it requires human judgment in sorting out the obsolete or damaged items from the inventory. This requires further judgment in the audit. We therefore listed

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the provision for valuation loss of inventory of Pan-International Industrial Corp. and its subsidiaries as key audit matter.

The appropriate audit procedure

We have conducted the following audit procedures on the provision for valuation loss of obsolete or damaged inventory:

Assess to determine if the policies for recognizing the provision for valuation loss of inventory in the financial statement period is consistent and reasonable.
Examine if the logic of the system of the inventory aging table for the valuation of inventory used by the management is appropriate, in order to confirm that the information presented in the financial statements is congruent with the policies.
Assess to determine if the provision for valuation loss of inventory is reasonable on the basis of the discussion with the management on the valuation of the net realizable value of the obsolete and damaged items of inventory and the supporting documents obtained.

Other matters - Audits conducted by other certified public accountants

Some of the investee companies of Pan-International Industrial Corp. accounted for under the equity method were presented in the Parent Company Only Financial Statements. We did not audit the financial statements of these companies. These financial statements were audited by other certified public accountants, and we have made adjustments to these financial statements to make them consistent in accounting policy and conducted necessary examination procedures. Therefore, the opinions on the aforementioned parent company only financial statements regarding the amount presented in the aforementioned financial statements of these subsidiaries before adjustment were based on the Auditors’ Report of other certified public accountants. The investment of the above companies accounted for under the investment by equity method amounted to NT$2,325,240 thousand and NT$2,231,230 thousand as of December 31, 2023 and 2022, which accounted for 14% and 13% of the parent company only total assets, respectively. The

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comprehensive income recognized by the aforementioned companies in the period of January 1 to December 31, 2023 and 2022, amounted to NT$519,174 thousand and NT$477,447 thousand, and accounted for 42% and 47% of the parent company only comprehensive incomes, respectively.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements.

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

In preparing the parent company only financial statements., management is responsible for assessing the ability of Pan-International Industrial Corp. to continue as a going concern, disclosing relevant matters, and using the going concern basis of accounting, unless management either intends to liquidate Pan-International Industrial Corp. or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Auditing Committee) are responsible for overseeing the financial reporting process of Pan-International Industrial Corp.

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance refers to a high degree of assurance, but the audit performed according to the TWSA cannot guarantee that material misrepresentations in standalone financial statements will be detected. Misstatements can arise from fraud or error. These are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

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economic decisions of users taken on the basis of these parent company only financial statements.

The CPA has exercised professional judgment and skepticism when conducting audits under the TWSA. We also:

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Pan-International Industrial Corp.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on PanInternational Industrial Corp. and its ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s

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report. However, future events or conditions may cause Pan-International Industrial Corp. to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the parent company only financial statements (including the notes to the statements), and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities within Pan-International Industrial Corp. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the separate audit, and we are responsible for forming an audit opinion on the parent company only financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identify during our audit).

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence (and where applicable, related safeguards).

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the Company in 2023 and therefore are the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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PwC Taiwan

Yung-Chien Hsu

Independent Auditors

Jen-Chieh Wu

Former Financial Supervisory Commission, Executive Yuan Approval No.: (1995)Tai-Cai-Cheng-VI No. 13377 Financial Supervisory Commission Approval No.: Jin-Guan-Cheng-Shen-Zi No. 1120348565

March 13, 2024

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Pan-International Industrial Corp. Parent company only balance sheet December 31, 2023 and 2022

Assets	Note 6 (1) 6 (3) 7 7 6 (4) 6 (5) 6 (2) 6 (6) 6 (7) 6 (8) 6 (22) 6 (9) (12)	D e c e m b e r 3 1 , 2 0 2 3 A m o u n t % $ 1,718,409 11 869,419 5 1,232,756 8 77,265 - 311,085 2 5,512 - 4,214,446 26 1,081,031 7 290,000 2 9,967,974 62 17,776 - 33,710 - 405 - 14,391 - 498,920 3 11,904,207 74 $ 16,118,653 100	Unit: NTD thousand D e c e m b e r 3 1 , 2 0 2 2 A m o u n t % $ 1,675,829 9 1,006,522 6 2,389,378 14 74,437 - 407,193 2 1,604 - 5,554,963 31 895,629 5 - - 11,080,716 63 17,918 - 33,931 - - - 18,794 - 79,646 1 12,126,634 69 $ 17,681,597 100
		A m o u n t $ 1,718,409 869,419 1,232,756 77,265 311,085 5,512 4,214,446 1,081,031 290,000 9,967,974 17,776 33,710 405 14,391 498,920 11,904,207 $ 16,118,653	A m o u n t $ 1,675,829 1,006,522 2,389,378 74,437 407,193 1,604 5,554,963 895,629 - 11,080,716 17,918 33,931 - 18,794 79,646 12,126,634 $ 17,681,597
Current Assets 1100 Cash and cash equivalents 1170 Net accounts receivable 1180 Accounts receivable - Related parties net 1200 Other receivables 130X Inventory 1479 Other current assets -others 11XX Total Current Assets Non-Current Assets 1517 Financial assets measured at fair value through other comprehensive income - Non-current 1535 Financial assets measured at after- amortization cost - Non-current 1550 Investment by equity method 1600 Property, plant, and equipment 1760 Net investment property 1780 Intangible asset 1840 Deferred tax assets 1900 Other non-current assets 15XX Total Non-Current Assets 1XXX Total assets

(continued)

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Pan-International Industrial Corp. Parent company only balance sheet December 31, 2023 and 2022

LIABILITIES AND EQUITY	Unit: NTD thousand D e c e m b e r 3 1 , 2 0 2 3 D e c e m b e r 3 1 , 2 0 2 2 Note A m o u n t % A m o u n t % 6 (10) $ - - $ 1,366,595 8 6 (17) 104,883 1 148,107 1 584,794 4 740,457 4 7 1,352,194 8 1,876,226 10 6 (11) 311,137 2 305,202 2 6 (22) 131,939 1 134,823 1 504 - 536 - 2,485,451 16 4,571,946 26 6 (22) 221,419 1 205,200 1 5,386 - 5,386 - 226,805 1 210,586 1 2,712,256 17 4,782,532 27 6 (13) 5,183,462 32 5,183,462 29 6 (14) 1,503,606 10 1,503,606 9 6 (15) 1,401,022 9 1,269,138 7 1,385,207 8 1,072,435 6 5,343,835 33 5,255,632 30 6 (16) ( 1,410,735) ( 9) ( 1,385,208) ( 8) 13,406,397 83 12,899,065 73 9 11 $ 16,118,653 100 $ 17,681,597 100
Current liability 2100 Short-term borrowings 2130 Contractual liabilities - Current 2170 Accounts payable 2180 Accounts payable - Related parties 2200 Other payables 2230 Current tax liabilities 2399 Other current liabilities - Other 21XX Total current liabilities Non-current liabilities 2570 Deferred tax liabilities 2670 Other noncurrent liabilities - others 25XX Total non-current liabilities 2XXX Total liabilities interests Share capital 3110 Common share capital Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Undistributed earnings Other equities 3400 Other equities 3XXX Total equity Significant Contingent Liabilities and Unrecognized Commitments Significant Subsequent Events 3X2X Total liabilities and equity

LIABILITIES AND EQUITY

Unit: NTD thousand
D e c e m b e r 3 1 , 2 0 2 3
D e c e m b e r 3 1 , 2 0 2 2
Note
A
m
o
u
n
t
%
A
m
o
u
n
t
%
6 (10)
$ -
-
$ 1,366,595
8
6 (17)
104,883
1
148,107
1
584,794
4
740,457
4
7
1,352,194
8
1,876,226
10
6 (11)
311,137
2
305,202
2
6 (22)
131,939
1
134,823
1
504
-
536
-
2,485,451
16
4,571,946
26
6 (22)
221,419
1
205,200
1
5,386
-
5,386
-
226,805
1
210,586
1
2,712,256
17
4,782,532
27
6 (13)
5,183,462
32
5,183,462
29
6 (14)
1,503,606
10
1,503,606
9
6 (15)
1,401,022
9
1,269,138
7
1,385,207
8
1,072,435
6
5,343,835
33
5,255,632
30
6 (16)
(
1,410,735)
(
9) (
1,385,208) (
8)
13,406,397
83
12,899,065
73
9
11
$ 16,118,653
100
$ 17,681,597
100

Current liability
2100
Short-term borrowings
2130
Contractual liabilities - Current
2170
Accounts payable
2180
Accounts payable - Related parties
2200
Other payables
2230
Current tax liabilities
2399
Other current liabilities - Other
21XX
Total current liabilities
Non-current liabilities
2570
Deferred tax liabilities
2670
Other noncurrent liabilities - others
25XX
Total non-current liabilities
2XXX
Total liabilities
interests
Share capital
3110
Common share capital
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Undistributed earnings
Other equities
3400
Other equities
3XXX
Total equity
Significant Contingent Liabilities and
Unrecognized Commitments
Significant Subsequent Events
3X2X
Total liabilities and equity

The notes to parent company only financial statements attached constitute an integral part of the statements, please refer to them, too.

Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng

Accounting supervisor: Tai, Chih-Hao

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Pan-International Industrial Corp. Parent company only Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

Item	Unit: NTD thousand (except in NTD for earnings per share) 2 0 2 3 2 0 2 2 Note A m o u n t % A m o u n t % 6 (17) and 7 $ 9,259,899 100 $ 11,756,687 100 6 (4) (20) and 7 ( 8,543,854) ( 92)( 11,148,371 )( 95) 716,045 8 608,316 5 6 (20) ( 66,736) ( 1) ( 80,414 ) ( 1) ( 79,059) ( 1) ( 64,318 ) - ( 18,209) - ( 17,255 ) - 12 (2) 560 - 1,861 - ( 163,444) ( 2)( 160,126 )( 1) 552,601 6 448,190 4 28,604 - 8,442 - 6 (18) 8,390 - 95,413 1 6 (19) ( 1,104) - ( 4,037 ) - 6 (21) ( 29,944) - ( 20,846 ) - 6 (6) 848,166 9 966,168 8 854,112 9 1,045,140 9 1,406,713 15 1,493,330 13 6 (22) ( 150,003) ( 2)( 171,040 )( 2) $ 1,256,710 13 $ 1,322,290 11 6 (12) $ 2,034 - $ 6,740 - 6 (16) 222,827 3 ( 720,650 ) ( 6) 6 (23) ( 71,452) ( 1) 13,741 - 6 (22) ( 407) - ( 1,349 ) - 153,002 2 ( 701,518 )( 6)
4000 Operating revenue 5000 Operating cost 5900 Operating profit margin Operating expenses 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment gain 6000 Total operating expenses 6900 Operating profit Non-operating income and expense 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7070 The proportion of income from subsidiaries, associates, and joint ventures accounted for under the equity method 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expense 8200 Net profit of the current period Other comprehensive income (net) Items that will not be reclassified subsequently to profit or loss 8311 Remeasured value of defined benefit plan 8316 Unrealized evaluation profit and loss of equity instrument investment measured at fair value through other comprehensive income 8330 The other comprehensive income from subsidiaries, associates, and joint ventures accounted for under the equity method- items not reclassified as income 8349 Income tax related to items not reclassified 8310 Total of items not reclassified to profit or loss Items that may be reclassified subsequently to profit or loss:

Item

Unit: NTD thousand
(except in NTD for earnings per share)
2
0
2
3
2
0
2
2
Note
A
m
o
u
n
t
%
A
m
o
u
n
t
%
6 (17) and 7
$ 9,259,899
100
$ 11,756,687
100
6 (4) (20) and
7
(
8,543,854) (
92)(
11,148,371 )(
95)
716,045
8
608,316
5
6 (20)
(
66,736) (
1) (
80,414 ) (
1)
(
79,059) (
1) (
64,318 )
-
(
18,209)
- (
17,255 )
-
12 (2)
560
-
1,861
-
(
163,444) (
2)(
160,126 )(
1)
552,601
6
448,190
4

28,604
-
8,442
-
6 (18)
8,390
-
95,413
1
6 (19)
(
1,104)
- (
4,037 )
-
6 (21)
(
29,944)
- (
20,846 )
-

6 (6)
848,166
9
966,168
8
854,112
9
1,045,140
9
1,406,713
15
1,493,330
13
6 (22)
(
150,003) (
2)(
171,040 )(
2)
$ 1,256,710
13
$ 1,322,290
11
6 (12)
$ 2,034
-
$ 6,740
-
6 (16)
222,827
3
(
720,650 ) (
6)
6 (23)
(
71,452) (
1)
13,741
-
6 (22)
(
407)
- (
1,349 )
-
153,002
2
(
701,518 )(
6)

4000
Operating revenue
5000
Operating cost
5900
Operating profit margin
Operating expenses
6100
Selling and marketing expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Expected credit impairment gain
6000
Total operating expenses
6900
Operating profit
Non-operating income and expense
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Financial costs
7070
The proportion of income from
subsidiaries, associates, and joint
ventures accounted for under the
equity method
7000
Total non-operating income
and expenses
7900
Net income before tax
7950
Income tax expense
8200
Net profit of the current period
Other comprehensive income
(net)
Items that will not be reclassified
subsequently to profit or loss
8311
Remeasured value of defined
benefit plan
8316
Unrealized evaluation profit and
loss of equity instrument
investment measured at fair
value through other
comprehensive income
8330
The other comprehensive
income from subsidiaries,
associates, and joint ventures
accounted for under the equity
method- items not reclassified as
income
8349
Income tax related to items not
reclassified
8310
Total of items not reclassified
to profit or loss
Items that may be reclassified
subsequently to profit or loss:

The notes to parent company only financial statements attached constitute an integral part of the statements, please refer to them, too.

Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng

Accounting supervisor: Tai, Chih-Hao

~19~

Pan-International Industrial Corp. Parent company only Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

							Unit: NTD	thousand
						(except in NTD for earnings per share)
8361	Currency translation difference	6 (16)	(	176,695) (	2)		395,292	4
8360	Total of items that may be
	reclassified subsequently to
	profit or loss:		(	176,695) (	2)		395,292	4
8300	Other comprehensive income
	(net)		($	23,693)	-	($	306,226 )(	2)
8500	Total comprehensive income in
	the current period		$	1,233,017	13	$	1,016,064	9
	Earnings per share (EPS)	6 (24)
9750	Basic earnings per share		$		2.42	$		2.55
9850	Diluted earnings per share		$		2.41	$		2.54

The notes to parent company only financial statements attached constitute an integral part of the statements, please refer to them, too.

Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng Accounting supervisor: Tai, Chih-Hao

~20~

Pan-International Industrial Corp. Parent Company Only Statement of Changes in Shareholders Equity January 1 to December 31, 2023 and 2022

Unit: NTD thousand

Note 2022 January 1 Net profit of the current period Other comprehensive income recognized for the period 6 (16) (23) Total comprehensive income in the current period Earnings distribution and provisions for 2021: 6 (15) Provision of legal reserve Reversal of special reserve Cash dividends The invested company's capital reduction refund exceeded the book value All changes in the subsidiaries’ equities are recognized December 31 2023 January 1 Net profit of the current period Other comprehensive income recognized for the period 6 (16) (23) Total comprehensive income in the current period Earnings distribution and provisions for 2022: 6 (15) Provision of legal reserve Reversal of special reserve Cash dividends	Note		Common share capital				Capitalsurplus						Retained earnings				Otherequities	Otherequities	Otherequities		Total Equity
				I	Capital reserve - ssuancepremium		Capital reserve - Treasury share transaction	Capital reserve - difference between the price and face value from the acquisition or disposal of equity with subsidiaries.			Legal reserve		Special reserve		Undistributed earnings		Currency translation difference	F F	Unrealized Gain (Loss) on inancial Assets at air Value through Other Comprehensive Income
			$ 5,183,462 - - - - - - - - $ 5,183,462 $ 5,183,462 - - - - - -		$ 1,402,318 - - - - - - - - $ 1,402,318 $ 1,402,318 - - - - - -		$ 98,543 - - - - - - - - $ 98,543 $ 98,543 - - - - - -		$ 2,745 - - - - - - - - $ 2,745 $ 2,745 - - - - - -		$ 1,138,619 - - - 130,519 - - - - $ 1,269,138 $ 1,269,138 - - - 131,884 - -		$ 1,349,724 - - - - ( 277,289 ) - - - $ 1,072,435 $ 1,072,435 - - - - 312,772 -		$ 4,308,365 1,322,290 6,548 1,328,838 ( 130,519 ) 277,289 ( 518,346 ) 41 ( 10,036 ) $ 5,255,632 $ 5,255,632 1,256,710 1,834 1,258,544 ( 131,884 ) ( 312,772 ) ( 725,685 )		($ 1,360,659 ) - 395,292 395,292 - - - - - ($ 965,367 ) ($ 965,367 ) - ( 176,695 ) ( 176,695 ) - - -		$ 288,225 - ( 708,066 ) ( 708,066 ) - - - - - ($ 419,841 ) ($ 419,841 ) - 151,168 151,168 - - -		$ 12,411,342 1,322,290 ( 306,226 ) 1,016,064 - - ( 518,346 ) 41 ( 10,036 ) $ 12,899,065 $ 12,899,065 1,256,710 ( 23,693 ) 1,233,017 - - ( 725,685 )

The notes to parent company only financial statements attached constitute an integral part of the statements, please refer to them, too.

Chairman: Lee, Kuang-Yao

Managerial Officers: Tsai, Ming-Feng

Accounting supervisor: Tai, Chih-Hao

~21~

December 31

Pan-International Industrial Corp. Parent Company Only Statement of Changes in Shareholders Equity January 1 to December 31, 2023 and 2022

Unit: NTD thousand

Note	Common share capital		Capitalsurplus			Retained earnings		Otherequities	Otherequities	Total Equity
		Capital reserve - Issuancepremium	Capital reserve - Treasury share transaction	Capital reserve - difference between the price and face value from the acquisition or disposal of equity with subsidiaries.	Legal reserve	Special reserve	Undistributed earnings	Currency translation difference	Unrealized Gain (Loss) on Financial Assets at Fair Value through Other Comprehensive Income
	$ 5,183,462	$ 1,402,318	$ 98,543	$ 2,745	$ 1,401,022	$ 1,385,207	$ 5,343,835	($ 1,142,062 )	($ 268,673 )	$ 13,406,397

The notes to parent company only financial statements attached constitute an integral part of the statements, please refer to them, too.

Managerial Officers: Tsai, Ming-Feng

Chairman: Lee, Kuang-Yao

Accounting supervisor: Tai, Chih-Hao

~24~

Pan-International Industrial Corp. Parent company only Statement of Cash Flow December 31, 2023 and 2022

Unit: NTD thousand

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax			$	1,406,713 $	1,493,330
Adjustments
income and expenses items
Depreciation expenses and amortizations	6 (20)			510	643
Reversal of anticipated credit impairment gain	12 (2)	(		560 ) (	1,861 )
Net benefits of financial assets and liabilities	6 (19)
measured at fair value through the income		(		8,991 ) (	2,680 )
Interest expense	6 (21)			29,944	20,846
Interest income		(		28,604 ) (	8,442 )
Dividend income	6 (18)			- (	87,254 )
The proportion of income from subsidiaries,	6 (6)
associates, and joint ventures accounted for under
the equity method		(		848,166 ) (	966,168 )
Unrealized exchange loss	6 (25)			-	82,895
Changes in assets/liabilities related to operating
activities
Net change in assets related to operating activities
Financial assets and liabilities measured at fair
value through the income				8,991	2,680
Net accounts receivable				137,104	35,382
Accounts receivable - Related parties net				1,156,622 (	605,620 )
Inventory				96,108	814,909
Other receivables		(		3,706 )	4,692
Other current assets		(		3,908 )	711
Net change in liabilities related to operating
activities
Accounts payable		(		155,663 ) (	744,230 )
Accounts payable - Related parties		(		524,032 )	242,855
Other payables				2,597	117,039
Contractual liabilities		(		43,224 ) (	480,256 )
Cash inflow (outflow) from operations				1,221,735 (	80,529 )
Income tax paid		(		132,671 ) (	142,691 )
Net Cash inflow (outflow) from operating
activities				1,089,064 (	223,220 )
Cash flows from investing activities
Increase in financial assets measured at after-
amortization cost - non-current		(		290,000 )	-
Refund of capital investment in financial assets	6 (5)
measured at fair value through other comprehensive
income				37,424	78,570
Refunds of shares due to capital decrease by the	6 (6)
investee using the investment by equity method				1,712,760	-
Share capital returned from liquidation of the investee
company				-	41
Purchase of property, plant and equipment	6 (7)			- (	216 )
Increase in intangible assets		(		350 )	-
Decrease (increase) of receivables from purchase of
materials for a third party				3,370 (	7,144 )
Increase in refundable deposits		(		13,382 )	-
Interest received				26,671	8,442
Dividend received				-	87,254
Increase in other non-current assets		(		400,753 ) (	28,915 )
Net cash inflow from investment activities				1,075,740	138,032
Cash flows from financing activities
Increase (decrease) in short-term borrowings	6 (25)	(		1,366,595 )	730,100
Interest paid		(		29,944 ) (	20,846 )

The notes to parent company only financial statements attached constitute an integral part of the statements, please refer to them, too.

Chairman: Lee, Kuang-Yao

Managerial Officers: Tsai, Ming-Feng

~23~

Pan-International Industrial Corp. Parent company only Statement of Cash Flow December 31, 2023 and 2022

Unit: NTD thousand

Cash dividend payment	(		725,685 ) (	518,346 )
Net cash inflow (outflow) from financing
activities	(		2,122,224 )	190,908
Increase in cash and cash equivalents in the current period			42,580	105,720
Cash and cash equivalents at the beginning of the period			1,675,829	1,570,109
Cash and cash equivalents at the end of the period		$	1,718,409 $	1,675,829

The notes to parent company only financial statements attached constitute an integral part of the statements, please refer to them, too.

Chairman: Lee, Kuang-Yao

Managerial Officers: Tsai, Ming-Feng

~24~

Attachments 4

Auditors’ Report

(2024) Cai-Shen-Bao-Zi No. 23004346

To Pan-International Industrial Corp.

Audit Opinions

We have audited the consolidated balance sheet of December 31, 2023 and December 31, 2022, the consolidated comprehensive income sheet, consolidated statement of changes in equity, consolidated statement of cash flows from January 1 to December 31, 2023 and 2022, and the notes to the consolidated financial statements (including the summary of material accounting policies) of Pan-International Industrial Corp. and its subsidiaries (hereinafter “Pan-International Group”).

In our opinion, based on the result of our audit and the audit reports presented by other accountants (please refer to additional information section), all the material items prepared in these consolidated financial statements are in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), interpretations, and interpretation announcements recognized and promulgated by the Financial Supervisory Commission (FSC). Therefore, they are able to properly express the consolidated financial status of Pan-International Group in 2023 and as of December 31, 2022, and the consolidated financial performance and consolidated cash flows in 2023 and from January 1 2021 to December 31, 2022.

Basis of our opinions

We have conducted the audit according to the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Taiwan Standards on Auditing (TWSA). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Consolidated Financial Statements. We are independent of Pan-International Group in accordance with the CPA Code of Professional Ethics of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. On the basis of the result of our audit and the audit reports presented by other certified public accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion

~25~

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Group in 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the consolidated financial statements of the year 2023 of Pan-International Group are as follows:

Assessment of the provision for valuation loss on inventory

Description

For additional information on the accounting policy of inventory valuation, refer to Note 4 (14) of the consolidated financial statements. For information on the uncertainty of accounting estimates and assumptions for inventory valuation, refer to Note 5 (2) of the consolidated financial statements. For a description of the inventory items, refer to Note 6 (5) of the consolidated financial statements. As of December 31, 2023, Pan-International Group recognized inventory loss and provision for valuation loss of inventory amounting to NT$3,868,193 thousand and NT$146,527 thousand, respectively.

Pan-International Group mainly produces and sells computer peripherals, automobile cable harness, industrial control and medical devices, among other related electronic products. Rapid changes in the technological environment allow for only a short life cycle of the inventory. In addition, the inventory is highly vulnerable to price fluctuations in the market. The result is devaluation due to falling prices of inventory, or the risk of phase out is higher. Pan-International Group measures the normal sale of

~26~

inventory using the lower of the cost or the net realizable value. The above provision for the valuation of inventory loss is mainly based on obsolete items or damaged items of inventory. The net realizable value is based on the experience of handling obsolete items of inventory in the estimation. Because the amount of inventory of Pan-International Group is significant and the inventory covers a great variety of items, it requires human judgment in sorting out the obsolete or damaged items from the inventory. This requires further judgment in the audit. We therefore listed the provision for valuation loss of inventory of Pan-International Group as key audit matter.

The appropriate audit procedure

We have conducted the following audit procedures on the provision for valuation loss of obsolete or damaged inventory:

Assess to determine if the policies for recognizing the provision for valuation loss of inventory in the financial statement period is consistent and reasonable.
Examine if the logic of the system of the inventory aging table for the valuation of inventory used by the management is appropriate, in order to confirm that the information presented in the financial statements is congruent with the policies.
Assess to determine if the provision for valuation loss of inventory is reasonable on the basis of the discussion with the management on the valuation of the net realizable value of the obsolete and damaged items of inventory and the supporting documents obtained.

Additional information - audits conducted by other auditors

Some of the subsidiaries of Pan-International Group included in the consolidated financial statements, were not audited by us for the financial statements of these companies. These financial statements were audited by other certified public accountants,

~27~

and we have made adjustments to these financial statements to make them consistent in accounting policy and conducted necessary examination procedures. Therefore, the opinions on the aforementioned consolidated financial statements regarding the amount presented in the aforementioned financial statements of these subsidiaries before adjustment were based on the Auditors’ Report of other certified public accountants. The total assets of the aforementioned companies (including the investment by equity method) as of December 31, 2023 and 2022, amounted to NT$6,369,905 thousand and NT$6,461,095 thousand, respectively, accounting for 26% and 25% of the consolidated total assets, respectively. Revenue for the years ended December 31, 2023 and 2022, amounted to NT$8,334,576thousand and NT$7,918,143 thousand, respectively, accounting for 33% and 30% of the consolidated net operating revenue, respectively.

Additional information - Issuance of Auditors’ Report on Parent Company Only Financial Statements

Pan-International Industrial Corp. has prepared the parent company only financial statements of 2023 and 2022. We have audited these statements and issued an unqualified opinion and additional information. Auditors’ Reports issued by other accountants are on record for reference.

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

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

~28~

In preparing the consolidated financial statements., management is responsible for assessing the ability of Pan-International Group to continue as a going concern, disclosing relevant matters, and using the going concern basis of accounting, unless management either intends to liquidate Pan-International Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Auditing Committee) are responsible for overseeing the financial reporting process of Pan-International Group.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance refers to a high degree of assurance, but the audit performed according to the TWSA cannot guarantee that material misrepresentations in the Consolidated Financial Statements will be detected. Misstatements can arise from fraud or error. These are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The CPA has exercised professional judgment and skepticism when conducting audits under the TWSA. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

~29~

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Pan-International Group.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on PanInternational Group and its ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Pan-International Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements (including the notes to the statements), and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit, and we are responsible for forming an audit opinion on the Group.

~30~

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of Pan-International Group in 2023 and therefore are the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

PwC Taiwan

Yung-Chien Hsu

Independent Auditors

Jen-Chieh Wu

Former Financial Supervisory Commission, Executive Yuan Approval No.: (1995)Tai-Cai-Cheng-VI No. 13377 Financial Supervisory Commission Approval No.: Jin-Guan-Cheng-Shen-Zi No. 1120348565 March 13, 2024

~31~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Balance Sheet December 31, 2023 and 2022

Assets	Note 6 (1) 6 (2) 6 (3) and 8 6 (4) 6 (4) 7 6 (5) 6 (6) 6 (3) and 8 6 (7) and 8 6 (8) and 8 6 (9) and 8 6 (10) and 8 6 (11) 6 (25) 6 (14)	D e c e m b e r 3 1 , 2 0 2 3 A m o u n t % $ 6,440,208 26 10,536 - 939,911 4 106,539 1 3,372,367 14 2,845,211 12 81,381 - 3,721,666 15 191,882 1 17,709,701 73 1,866,099 8 294,760 1 664,077 3 2,817,342 12 281,109 1 99,923 - 53,672 - 60,163 - 550,363 2 6,687,508 27 $ 24,397,209 100	Unit: NTD thousand D e c e m b e r 3 1 , 2 0 2 2 A m o u n t % $ 6,713,571 27 10,239 - 676 - 35,075 - 3,555,291 14 4,173,927 16 742,484 3 3,893,919 15 125,527 1 19,250,709 76 1,752,355 7 277,528 1 733,731 3 2,686,495 11 385,399 1 100,319 - 37,072 - 71,071 - 109,824 1 6,153,794 24 $ 25,404,503 100
		A m o u n t $ 6,440,208 10,536 939,911 106,539 3,372,367 2,845,211 81,381 3,721,666 191,882 17,709,701 1,866,099 294,760 664,077 2,817,342 281,109 99,923 53,672 60,163 550,363 6,687,508 $ 24,397,209	A m o u n t $ 6,713,571 10,239 676 35,075 3,555,291 4,173,927 742,484 3,893,919 125,527 19,250,709 1,752,355 277,528 733,731 2,686,495 385,399 100,319 37,072 71,071 109,824 6,153,794 $ 25,404,503
Current Assets 1100 Cash and cash equivalents 1110 Financial assets at FVTPL - Current 1136 Financial assets measured at after- amortization cost - Current 1150 Net notes receivable 1170 Net accounts receivable 1180 Accounts receivable - Related parties net 1200 Other receivables 130X Inventory 1470 Other current assets 11XX Total Current Assets Non-Current Assets 1517 Financial assets measured at fair value through other comprehensive income - Non-current 1535 Financial assets measured at after- amortization cost - Non-current 1550 Investment by equity method 1600 Property, plant, and equipment 1755 Right-of-use assets 1760 Net investment property 1780 Intangible asset 1840 Deferred tax assets 1900 Other non-current assets 15XX Total Non-Current Assets 1XXX Total assets

(continued)

~32~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Balance Sheet December 31, 2023 and 2022

LIABILITIES AND EQUITY	Unit: NTD thousand D e c e m b e r 3 1 , 2 0 2 3 D e c e m b e r 3 1 , 2 0 2 2 Note A m o u n t % A m o u n t % 6 (12) $ 565,372 2 $ 2,101,238 8 6 (20) and 7 181,376 1 273,608 1 1,041,396 4 356,341 2 3,739,360 15 3,839,452 15 7 1,599,870 7 1,511,347 6 6 (13) 1,218,638 5 1,642,799 7 176,348 1 335,586 1 7 38,957 - 89,159 - 26,295 - 23,204 - 8,587,612 35 10,172,734 40 6 (25) 370,515 2 346,399 1 7 60,745 - 99,595 1 30,128 - 16,408 - 461,388 2 462,402 2 9,049,000 37 10,635,136 42 6 (15) 5,183,462 21 5,183,462 21 6 (16) 1,503,606 6 1,503,606 6 6 (17) 1,401,022 6 1,269,138 5 1,385,207 6 1,072,435 4 5,343,835 22 5,255,632 21 6 (18) ( 1,410,735) ( 6) ( 1,385,208) ( 6) 13,406,397 55 12,899,065 51 6 (19) 1,941,812 8 1,870,302 7 15,348,209 63 14,769,367 58 9 11 $ 24,397,209 100 $ 25,404,503 100
Current liability 2100 Short-term borrowings 2130 Contractual liabilities - Current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - Related parties 2200 Other payables 2230 Current tax liabilities 2280 Lease liabilities - Current 2399 Other current liabilities - Other 21XX Total current liabilities Non-current liabilities 2570 Deferred tax liabilities 2580 Lease liabilities - Non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of the parent company Share capital 3110 Common share capital Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Undistributed earnings Other equities 3400 Other equities 31XX Total equity attributable to owners of the parent company 36XX Non-controlling interests 3XXX Total equity Significant Contingent Liabilities and Unrecognized Commitments Significant Subsequent Events 3X2X Total liabilities and equity

LIABILITIES AND EQUITY

Unit: NTD thousand
D e c e m b e r 3 1 , 2 0 2 3
D e c e m b e r 3 1 , 2 0 2 2
Note
A
m
o
u
n
t
%
A
m
o
u
n
t
%
6 (12)
$ 565,372
2
$ 2,101,238
8
6 (20) and 7
181,376
1
273,608
1
1,041,396
4
356,341
2
3,739,360
15
3,839,452
15
7
1,599,870
7
1,511,347
6
6 (13)
1,218,638
5
1,642,799
7
176,348
1
335,586
1
7
38,957
-
89,159
-
26,295
-
23,204
-
8,587,612
35
10,172,734
40
6 (25)
370,515
2
346,399
1
7
60,745
-
99,595
1
30,128
-
16,408
-
461,388
2
462,402
2
9,049,000
37
10,635,136
42
6 (15)
5,183,462
21
5,183,462
21
6 (16)
1,503,606
6
1,503,606
6
6 (17)
1,401,022
6
1,269,138
5
1,385,207
6
1,072,435
4
5,343,835
22
5,255,632
21
6 (18)
(
1,410,735) (
6) (
1,385,208) (
6)
13,406,397
55
12,899,065
51
6 (19)
1,941,812
8
1,870,302
7
15,348,209
63
14,769,367
58
9
11
$ 24,397,209
100
$ 25,404,503
100

Current liability
2100
Short-term borrowings
2130
Contractual liabilities - Current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - Related parties
2200
Other payables
2230
Current tax liabilities
2280
Lease liabilities - Current
2399
Other current liabilities - Other
21XX
Total current liabilities
Non-current liabilities
2570
Deferred tax liabilities
2580
Lease liabilities - Non-current
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of the
parent company
Share capital
3110
Common share capital
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Undistributed earnings
Other equities
3400
Other equities
31XX
Total equity attributable to
owners of the parent company
36XX
Non-controlling interests
3XXX
Total equity
Significant Contingent Liabilities and
Unrecognized Commitments
Significant Subsequent Events
3X2X
Total liabilities and equity

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too. Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng Accounting supervisor: Tai, Chih-Hao

~33~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

Item	Unit: NTD thousand (except in NTD for earnings per share) 2 0 2 3 2 0 2 2 Note A m o u n t % A m o u n t % 6 (20) and 7 $ 25,634,258 100 $ 26,257,340 100 6 (5) (23) And 7 ( 22,459,093) ( 88) ( 22,977,604 ) ( 87) 3,175,165 12 3,279,736 13 6 (23) ( 290,760) ( 1) ( 305,104 ) ( 1) ( 806,589) ( 3) ( 737,376 ) ( 3) ( 477,370) ( 2) ( 416,502 ) ( 2) 12 (2) 1,021 - 478 - ( 1,573,698) ( 6) ( 1,458,504 ) ( 6) 1,601,467 6 1,821,232 7 161,120 1 95,027 - 6 (21) 69,975 - 184,276 1 6 (22) 140,461 - 5,732 - 6 (24) ( 60,407) - ( 41,231 ) - 6 (7) ( 70,824) - ( 8,603 ) - 240,325 1 235,201 1 1,841,792 7 2,056,433 8 6 (25) ( 351,959) ( 1) ( 490,034 ) ( 2) $ 1,489,833 6 $ 1,566,399 6
4000 Operating revenue 5000 Operating cost 5900 Operating profit margin Operating expenses 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment gain 6000 Total operating expenses 6900 Operating profit Non-operating income and expense 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7060 Share of profits and losses of affiliated companies and joint ventures recognized by the equity method 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expense 8200 Net profit of the current period

Item

Unit: NTD thousand
(except in NTD for earnings per share)
2
0
2
3
2
0
2
2
Note
A
m
o
u
n
t
%
A
m
o
u
n
t
%
6 (20) and 7
$ 25,634,258
100
$ 26,257,340
100
6 (5) (23)
And 7
(
22,459,093) (
88) (
22,977,604 ) (
87)
3,175,165
12
3,279,736
13
6 (23)
(
290,760) (
1) (
305,104 ) (
1)
(
806,589) (
3) (
737,376 ) (
3)
(
477,370) (
2) (
416,502 ) (
2)
12 (2)
1,021
-
478
-
(
1,573,698) (
6) (
1,458,504 ) (
6)
1,601,467
6
1,821,232
7

161,120
1
95,027
-
6 (21)
69,975
-
184,276
1
6 (22)
140,461
-
5,732
-
6 (24)
(
60,407)
- (
41,231 )
-
6 (7)
(
70,824)
- (
8,603 )
-
240,325
1
235,201
1
1,841,792
7
2,056,433
8
6 (25)
(
351,959) (
1) (
490,034 ) (
2)
$ 1,489,833
6
$ 1,566,399
6

(continued)

~34~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

																		Unit: NTD	thousand
													(except in			NTD for earnings per share)
					2		0			2		3		2		0		2	2
	Item		Note		A	m	o	u	n	t	%			A	m	o	u	n t	%
	Items that will not be reclassified
	subsequently to profit or loss
8311	Remeasured value of defined	6 (14)
	benefit plan				$				2,344			-		$				8,470	-
8316	Unrealized evaluation profit and	6 (18)
	loss of equity instrument
	investment measured at fair
	value through other
	comprehensive income							151,168				-	(				708,066 ) (		3)
8349	Income tax related to items not	6 (25)
	reclassified			(					469)			-	(					1,695 )	-
8310	Total of items not reclassified
	to profit or loss							153,043				-	(				701,291)(		3)
	Items that may be reclassified
	subsequently to profit or loss:
8361	Currency translation difference	6 (18)		(				258,095) (				1)					487,069		2
8360	Total of items that may be
	reclassified subsequently to
	profit or loss:			(				258,095) (				1)					487,069		2
8300	Other comprehensive income
	(net)			(	$			105,052) (				1)	($				214,222 ) (		1)
8500	Total comprehensive income in
	the current period				$			1,384,781				5		$			1,352,177		5
	NET PROFIT ATTRIBUTABLE
	TO:
8610	Owners of the parent company				$			1,256,710				5		$			1,322,290		5
8620	Non-controlling interests							233,123				1					244,109		1
					$			1,489,833				6		$			1,566,399		6

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too.

Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng Accounting supervisor: Tai, Chih-Hao

~35~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

							Unit: NTD thousand	Unit: NTD thousand
						(except in NTD for earnings per share)
	Total comprehensive income
	attributable to:
8710	Owners of the parent company		$	1,233,017	4	$	1,016,064	4
8720	Non-controlling interests			151,764	1		336,113	1
			$	1,384,781	5	$	1,352,177	5
	Earnings per share (EPS)	6 (26)
9750	Basic earnings per share		$		2.42	$		2.55
9850	Diluted earnings per share		$		2.41	$		2.54

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too.

Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng Accounting supervisor: Tai, Chih-Hao

~36~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Statement of Changes in Shareholders Equity January 1 to December 31, 2023 and 2022

Unit: NTD thousand

Note					Equitya	Equitya	ttributable to ow	ne	rs of theparent co	mpany				Non-controlling interests
	Common share capital			Capital surplus					Retained earnings		Other equities		Total
		I	Capital reserve - ssuancepremium	Capital reserve - Treasury share transaction	Capital reserve - difference between the price and face value from the acquisition or disposal of equity with subsidiaries.		Legal reserve		Special reserve	Undistributed earnings	Currency translation difference	Unrealized Gain (Loss) on Financial Assets at Fair Value through Other Comprehensive Income
6 (18) 6 (17) 6 (19) 6 (27) 6 (18) 6 (17) 6 (19)	$ 5,183,462 - - - - - - - - - $ 5,183,462 $ 5,183,462 - - - - - - -		$ 1,402,318 - - - - - - - - - $ 1,402,318 $ 1,402,318 - - - - - - -	$ 98,543 - - - - - - - - - $ 98,543 $ 98,543 - - - - - - -		$ 2,745 - - - - - - - - - $ 2,745 $ 2,745 - - - - - - -	$ 1,138,619 - - - 130,519 - - - - - $ 1,269,138 $ 1,269,138 - - - 131,884 - - -	$ 1,349,724 - - - - ( 277,289 ) - - - - $ 1,072,435 $ 1,072,435 - - - - 312,772 - -		$ 4,308,365 1,322,290 6,548 1,328,838 ( 130,519 ) 277,289 ( 518,346 ) - 41 ( 10,036 ) $ 5,255,632 $ 5,255,632 1,256,710 1,834 1,258,544 ( 131,884 ) ( 312,772 ) ( 725,685 ) -	($ 1,360,659 ) - 395,292 395,292 - - - - - - ($ 965,367 ) ($ 965,367 ) - ( 176,695 ) ( 176,695 ) - - - -	$ 288,225 - ( 708,066 ) ( 708,066 ) - - - - - - ($ 419,841 ) ($ 419,841 ) - 151,168 151,168 - - - -	$ 12,411,342 1,322,290 ( 306,226 ) 1,016,064 - - ( 518,346 ) - 41 ( 10,036 ) $ 12,899,065 $ 12,899,065 1,256,710 ( 23,693 ) 1,233,017 - - ( 725,685 ) -	$ 1,682,573 244,109 92,004 336,113 - - - ( 86,844 ) - ( 61,540 ) $ 1,870,302 $ 1,870,302 233,123 ( 81,359 ) 151,764 - - - ( 80,254 )	$ 14,093,915 1,566,399 ( 214,222 ) 1,352,177 - - ( 518,346 ) ( 86,844 ) 41 ( 71,576 ) $ 14,769,367 $ 14,769,367 1,489,833 ( 105,052 ) 1,384,781 - - ( 725,685 ) ( 80,254 )

Chairman: Lee, Kuang-Yao

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too. Managerial Officers: Tsai, Ming-Feng

Accounting supervisor: Tai, Chih-Hao

~37~

Balance on December 31

Pan-International Industrial Corp. and its Subsidiaries Consolidated Statement of Changes in Shareholders Equity January 1 to December 31, 2023 and 2022

Unit: NTD thousand

			Equityattributable to ow	Equityattributable to ow	ners of theparent company	ners of theparent company				Non-controlling interests	Total Equity
Common share capital		Capital surplus			Retained earnings		Other equities		Total
	Capital reserve - Issuancepremium	Capital reserve - Treasury share transaction	Capital reserve - difference between the price and face value from the acquisition or disposal of equity with subsidiaries.	Legal reserve	Special reserve	Undistributed earnings	Currency translation difference	Unrealized Gain (Loss) on Financial Assets at Fair Value through Other Comprehensive Income
$ 5,183,462	$ 1,402,318	$ 98,543	$ 2,745	$ 1,401,022	$ 1,385,207	$ 5,343,835	($ 1,142,062 )	($ 268,673 )	$ 13,406,397	$ 1,941,812	$ 15,348,209

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too. Managerial Officers: Tsai, Ming-Feng

Chairman: Lee, Kuang-Yao

Accounting supervisor: Tai, Chih-Hao

~38~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Statement of Cash Flows January 1 to December 31, 2023 and 2022

Unit: NTD thousand

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax			$	1,841,792 $	2,056,433
Adjustments
income and expenses items
Depreciation expenses and amortizations	6 (23)			631,778	603,492
Expected credit impairment gains	12 (2)	(		1,021 ) (	478 )
Net benefits of financial assets and liabilities measured at	6 (22)
fair value through the income		(		10,630 ) (	33,930 )
Interest expense	6 (24)			60,407	41,231
Interest income		(		161,120 ) (	95,027 )
Dividend income	6 (21)	(		22 ) (	87,266 )
Share of profits and losses of affiliated companies	6 (7)
recognized by the equity method				70,824	8,603
Net loss from the disposal of property, plant and	6 (22)
equipment				9,265	25,387
Loss on disposal of investments	6 (22)			5,770	-
Unrealized exchange loss				-	82,895
Changes in assets/liabilities related to operating activities
Net change in assets related to operating activities
Financial assets and liabilities measured at fair value
through the income				9,910	35,518
Net notes receivable		(		73,279 ) (	10,168 )
Net accounts receivable				113,745 (	561,481 )
Accounts receivable - Related parties net				1,254,602 (	828,967 )
Other receivables				648,906	50,989
Inventory				81,232	1,075,026
Other current assets		(		70,233 )	145,650
Net change in liabilities related to operating activities
Contractual liabilities		(		92,232 ) (	665,458 )
Notes payable				702,415	291,829
Accounts payable		(		28,363 ) (	1,109,377 )
Accounts payable - Related parties				123,015	167,830
Other payables		(		339,344 )	408,412
Other current liabilities				4,060 (	3,597 )
Other non-current liabilities				14,138 (	2,628 )
Cash inflow from operations				4,795,615	1,594,918
Income tax paid		(		360,029 ) (	323,690 )
Net cash inflow from operating activities				4,435,586	1,271,228
Cash flows from investing activities
Acquisition of financial assets measured at after-amortization
cost		(		972,223 )	-
Refund of capital investment in financial assets measured at fair	6 (6)
value through other comprehensive income				37,424	78,570
Share capital returned from liquidation of the investee company				-	41
Purchase property, plant and equipment assets	6 (28)	(		807,817 ) (	958,816 )
Proceeds from disposal of property, plant and equipment				14,789	8,273
Acquisition of intangible assets	6 (11)	(		20,397 )	-
Decrease (increase) in refundable deposits				2,332 (	284,930 )
Increase in other non-current assets		(		440,771 ) (	39,137 )
Interest received				161,120	95,027
Dividend received				22	87,266
Net cash outflow from investment activities		(		2,025,521 ) (	1,013,706 )
Cash flows from financing activities
Increase in short-term borrowings	6 (29)			5,009,072	8,736,973
Decrease in short-term borrowings	6 (29)	(		6,582,507 ) (	7,775,814 )
Lease principal repayment	6 (29)	(		78,865 ) (	66,104 )
Cash dividend payment	6 (17)	(		725,685 ) (	518,346 )
Interest paid		(		60,407 ) (	41,231 )
Number of cash dividends paid to non-controlling interests	6 (19)	(		80,254 ) (	86,844 )
Acquisition of stock options in subsidiaries	6 (27)			- (	71,576 )
Net cash inflow (outflow) from financing activities		(		2,518,646 )	177,058
Impact of changes in the exchange rate on cash and cash
equivalents		(		164,782 )	37,206
Increase (decrease) in cash and cash equivalents in the current
period		(		273,363 )	471,786
Cash and cash equivalents at the beginning of the period				6,713,571	6,241,785
Cash and cash equivalents at the end of the period			$	6,440,208 $	6,713,571

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too.

Chairman: Lee, Kuang-Yao

Managerial Officers: Tsai, Ming-Feng

~39~

Pan-International Industrial Corp. Earnings Distribution Table

2023

2023
	Unit: In New Taiwan Dollars
Item		Amount
Unappropriated retained earnings at beginning of the term		4,085,291,840
Plus: Ensure the remeasured amount is
recognized as retained surplus after		1,834,046
determining the benefit plan.
Plus: Net income after tax		1,256,709,760
Minus: Appropriated statutory surplus reserve		(125,854,381)
Minus: Special Surplus Reserve Reversed		(25,527,596)
Earnings available for distribution		5,192,453,669
Item for distribution:
Shareholders’ cash dividends (Note)	NT$1.30 per share	(673,850,167)
Ending undistributed earnings		4,518,603,502
Note 1: The earnings of 2023 is to be distributed in priority for this year.
Note 2: According to the provisions Article 21	of the Articles of Incorporation, for the
issuance of cash dividends and bonuses resolved by the board of		directors, the
board of directors is authorized to establish the distribution plan and to report
to the shareholders’ meeting.

Chairman:	Managerial Officers:	Accounting supervisor:
Lee, Kuang-Yao	Tsai, Ming-Feng	Tai, Chih-Hao

~40~

Appendix 1 Pan-International Industrial Corp. Rules of Procedure for Shareholders’ Meeting

I. The rules of procedures for the Company's shareholders’ meetings, except as otherwise provided by laws and regulations, shall be as provided in these Rules.
II. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of stock rights attended is calculated based on the number of shares that can exercise voting rights electronically and registered on the video conference platform based on the signature book or the attendance card submitted.
Suppose a shareholders’ meeting is held via video conferencing. In that case, shareholders who wish to attend by video conferencing shall register with the Company’s designated site or website two days before the shareholders’ meeting.
III. Attendance and voting at the shareholders’ meeting shall be calculated based on the number of shares. If a shareholder proposes to count the number of people, the chairman shall reject the proposal. When voting on a proposal, the proposal shall be passed if the required number has been reached.
IV. The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

A shareholders meeting convened by the Company via video conferencing is not subject to the preceding convening location restriction.

For shareholders’ meetings conducted via video conferencing, registration shall be accepted on the shareholders’ meeting video conference platform 30 minutes before the start of the meeting. Shareholders who have completed the registration shall be deemed present at the shareholders’ meeting in person.

V. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise his/her power and authority the Vice Chairman to act as a proxy thereof; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise his/her power and authority, the Chairman shall appoint one of the Managing Directors to act as chair, or, if there are no Managing Directors, one of the Directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the Managing Directors or the Directors shall select from among themselves one Director as a proxy thereof. Where a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. If two or more persons have the right to convene meetings, one of such persons shall be elected as the chair.

~41~

VI. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity. The staff serving on the shareholders’ meeting shall wear identity certificates or arm-bands.
VII. The Company shall record on audio or video tape the entire proceedings of a shareholders’ meeting and preserve the recordings for at least one year.
VIII. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If attending shareholders represent more than one-third but less than half of outstanding shares after two postponements, the attending shareholders may reach a tentative resolution according to Paragraph 1, Article 175 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

IX. If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the Board of Directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. Suppose the chair violated the procedure rules and the meeting was announced adjourned. In that case, one person can be elected as the chair with the consent of over half of the voting rights from the present shareholders’ meeting, and the meeting can continue. After the chair declares the meeting adjourned, shareholders shall not further elect a chair to continue the meeting at the original site or at another place. X. Before speaking, a shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance that does not actually speak in the meeting shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

~42~

XI. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes.

If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

Suppose a shareholders’ meeting is held via video conferencing. In that case, the shareholders participating by video conferencing may ask questions in the text on the shareholders’ meeting video conferencing platform after the chair announces the meeting and before the meeting adjournment is announced. Each shareholder shall not ask over 2 questions per proposal; each question is limited to 200 words, and the provisions provided in the preceding 2 paragraphs shall not apply.

XII. When a juristic person is appointed to attend a shareholders’ meeting as proxy, it shall designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.

XIII. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. XIV. The reported matters or non-action proposals shall not be discussed or voted on. When the chair at a shareholders’ meeting believes that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call a vote. XV. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Suppose a shareholders’ meeting is held via a video conferencing method. In that case, the votes shall be counted once the chair announces the voting is closed, and the voting and election results shall be announced. If the shareholders’ meeting is held via video conferencing and if there is an obstacle to the video conferencing platform or video conferencing participation after the chair declares the meeting started due to force majeure issues that lasted for over 30 minutes before the chair announces the meeting adjourned, Article 182 of the Company Act shall not apply if the shareholders’ meeting must be extended or continued within five days unless there is no need for postponement or continuation pursuant to Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. If the shareholders’ meeting is postponed or reconvened according to the provisions of the preceding paragraph, the voting and vote counting that has been completed, the voting results declared, or the list of elected directors need not be re-discussed and resolved.

~43~

If the shareholders’ meeting is postponed or reconvened according to the provisions provided by Paragraph 3, the relevant preparatory work according to the original shareholders’ meeting date and the relevant provisions shall be implemented. When the original shareholders’ meeting stopped the account transfer, the shareholders listed in the shareholders register shall be entitled to attend the shareholders’ meeting pursuant to Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

Suppose a video-assisted shareholders’ meeting held by the Company cannot continue due to issues described in Paragraph 3. In that case, the shareholders’ meeting shall continue if the total number of shares in attendance still reaches the statutory quota for the shareholders' meeting resolution after deducting the number of shares attending the shareholders’ meeting by video. There is no need to postpone or reconvene the meeting according to Paragraph 3.

If the Company convenes a shareholders’ meeting via video conferencing, appropriate alternatives shall be provided for shareholders who have difficulty attending the shareholders’ meeting via video conferencing.

XVI. When a meeting is in progress, the chair may announce a break based on time considerations.

XVII. Except as otherwise provided in the Company Act and the Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. When a proposal comes to a vote, if no shareholder voices an objection following an inquiry by the chair, the proposal will be deemed to be approved, and it shall have the same effect as that reached through voting.

XVIII. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When anyone among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

XIX. The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) assist to maintain order at the meeting place, they shall wear an armband bearing the word "Proctor."

XX. The Rules shall be implemented after approval by the shareholders’ meeting, and the same shall apply to its amendments.

~44~

Appendix 2 Pan-International Industrial Corp. Articles of Incorporation

Chapter 1 General Rules

Article 1: The Company shall be incorporated under the Company Act, and its name shall be Pan-International Industrial Corp.

Article 2: The scope of business of the Company shall be as follows:
CC01080 Electronics Components Manufacturing.
CC01110 Computer and Peripheral Equipment Manufacturing.
CC01060 Wired Communication Mechanical Equipment Manufacturing.
CC01020 Electric Wires and Cables Manufacturing.
CQ01010 Mold and Die Manufacturing.
F106010 Wholesale of Hardware.
F107990 Wholesale of Other Chemical Products.
CB01010 Mechanical Equipment Manufacturing.
CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing.
F401010 International Trade.
CC01070 Wireless Communication Mechanical Equipment Manufacturing.
CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
F108031 Wholesale of Medical Devices.
F208031 Retail Sale of Medical Apparatus.
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The re-investment total amount of the Company is not limited by the 40% of the paid-in capital.
Article 3: The Company shall have its head office in New Taipei City, R.O.C., and when it is determined to be necessary, upon the resolution of the Board of Directors, branch offices or subsidiaries may be established domestically or overseas.
Article 4: The Company may provide guarantees to related enterprises.
Article 5: The public announcement method of the Company shall be handled according to Article 28 of the Company Act.

~45~

Chapter 2 Share

Article	6:	The total capital of the Company shall be NTD 6,000,000,000, divided into
		600,000,000 shares, at a par value of NTD 10, and the Board of Directors is
		authorized to perform share issuance at discrete times. Among these, 30,000,000
		shares are reserved as employee share subscription warrants or the share
		subscription warrants associated with the corporate bonds to be issued.
		The Company may, subject to the consent of two-thirds of voting rights present in a
		shareholder meeting where over half of the total outstanding shares are represented,
		buy back treasury stock at less than the average price to be transferred to
		employees or for the issuance of employee warrants with an exercise price lower
		than the closing ordinary share price on the issuance date.
		The subjects for the issuance of employee stock options to which the Company
		repurchases and transfers shares according to the law, subjects for issuance of
		restricted share awards, and subjects for shares reserved from new shares issuance
		of cash capital increase for employee subscription may include employees of
		controlled or affiliated companies that satisfy certain criteria, and the board of
		directors is authored to determine the criteria, transfer, issuance, and subscription
		method thereof.
Article	7:	The share certificates of the Company shall be in registered form and signed or
		sealed by the Director representing the Company and shall be certified for issuance
		of the share certificates according to the laws. The Company may be exempted
		from the printing of share certificates in accordance with the provision of Article
		162-2 of the Company Act; however, the shares shall be registered with the
		Centralized Securities Depository Enterprises.
Article	8:	The administration of the shareholder services of the Company, unless otherwise
		specified in the laws and regulations, shall be handled according to the Regulations
		Governing the Administration of Shareholder Services of Public Companies
		published by the Securities and Futures Bureau, Financial Supervisory
		Commission.
Article	9:	Any change and transfer registration of shares shall be prohibited within sixty days
		prior to the ordinary shareholders’ meeting, thirty days prior to the extraordinary
		shareholders’ meeting, or five days prior to the record date for the distribution of
		dividends and bonuses or other benefits by the Company.

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Chapter 3 Shareholders’ Meeting

Article	10:	The shareholder meetings are classified into two types: the ordinary shareholders’
		meeting and the extraordinary shareholders’ meeting. The ordinary shareholders’
		meeting shall be convened once per year, and shall be convened by the Board of
		Directors according to the laws within six months after the close of each fiscal year.
		The extraordinary shareholders’ meeting shall be convened whenever necessary
		according to laws.
		The Company's shareholders meetings may be held via video conference or other
		methods announced by the central competent authority.
		Shareholder meetings shall be convened by the Board of Directors, and the
		Chairman of the Board shall be the chair of the meeting. In case where the
		Chairman is absent due to reasons, it shall be handled in accordance with the
		provision prescribed in Article 208 of the Company Act. For a shareholders’
		meeting convened by any person having the convening right other than the Board
		of Directors, the person having the convening right shall be the chair, and if there
		are two or more persons having the convening right, the chair of the meeting shall
		be elected from among themselves.
Article	11:	Where a shareholder for any reasons cannot attend a shareholders’ meeting in
		person, he shareholder may appoint a proxy to attend the shareholders' meeting on
		his/her/its behalf by executing a power of attorney, stating therein the scope of
		power authorized to the proxy. The use of proxies shall comply with the regulations
		of the Company Act and shall also be handled in accordance with the Regulations
		Governing the Use of Proxies for Attendance at Shareholder Meetings of Public
		Companies announced by the competent authority.
Article	12:	Unless otherwise specified in relevant laws and regulations, each shareholder shall
		have one voting right for each share held.
Article	13:	Any resolution at a shareholders’ meeting, unless otherwise specified in the
		Company Act, shall be adopted by a majority of the shareholders presented, who
		representing more than half of the total number of the company’s outstanding
		shares, and shall be executed based on the majority of the voting rights of attending
		shareholders. Matters related to the resolutions of a meeting shall be recorded in
		meeting minutes. The meeting minutes shall be signed or sealed by the chairperson
		of the meeting and shall be distributed to each shareholder within twenty days after
		the close of the meeting. The distribution of the meeting minutes may be effected
		by means of a public notice.

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Chapter 4 Board of Directors and Audit Committee

Article	14:	The Company shall have seven to nine Directors, among which the number of
		Independent Directors shall not be less than three and shall not be less than one
		fifth of the total number of Directors, and the term of office shall be three years.
		For the election of Directors, the candidates nomination system shall be adopted in
		accordance with the provision of Article 192-1 of the Company Act, and Directors
		are elected by the shareholders’ meeting from the candidate roster, and Directors
		may be eligible for re-election.
		Relevant matters of the professional qualification, shareholding, concurrent job
		position limitation and other necessary requirements shall comply with relevant
		regulations specified by the securities competent authority.
		The Company establishes the Audit Committee in replacement of the Supervisors
		according to Article 14-4 of the Securities and Exchange Act. The Audit
		Committee shall be formed by all of the Independent Directors, and its number of
		members shall not be less than three, wherein one of the members shall be the
		convener. The exercise of functional duties of the Audit Committee and other
		required compliance matters shall be handled in accordance with relevant laws and
		regulations.
		The total number of shares held by all of the Directors shall not be less than a
		certain percentage of the total number of issued shares, and such percentage shall
		comply with the requirements specified by the competent authority.
Article	15:	Directors shall form the Board of Directors. With the attendance of more than two
		thirds of the Directors and the consents of a majority of the attending Directors, a
		Chairman shall be elected among the Directors. The Chairman shall represent the
		Company externally.
Article	16:	In case the Chairman is on leave or absent or cannot exercise his/her power and
		authority for any cause, the proxy thereof shall be handled in accordance with the
		provision of Article 208 of the Company Act.
Article	17:	The Board of Directors’ meeting shall be held once quarterly, and when it is
		determined necessary, the meeting may be convened at any time. In case where a
		Director cannot attend the meeting due to reasons, the proxy thereof shall be
		handled in accordance with the provision of Article 205 of the Company Act.
		However, if a meeting is held via the video conference method, Directors attending
		the meeting through video conference shall be deemed to attend the meeting in
		person.
		The convention of the Board of Directors’ meeting shall be handled in accordance
		with the provision of Article 204 of the Company Act; however, in case of
		emergency, it may be convened at any time without written notice.

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The notice for the convention of Board of Directors’ meeting of the Company may be made in writing, e-mail or facsimile method to inform all Directors.

Article 18: Transportation allowance of all Directors shall be determined by the Board of Directors, and regardless whether the Company is operating at a profit or loss, it shall be paid according to the common standard adopted in the same industry. During the term of office of all Directors, the Company shall purchase liability insurances for the Directors for their indemnification liabilities within the scope of their official services according to the laws, and shall report the insurance content to the Board of Directors.

Chapter 5 Managerial Officers

Article 19: The Company may have managerial officers, and the appointment, discharge and the remuneration of the managerial officers shall be handled according to Article 29 of the Company Act.

Chapter 6 Accounting

Article 20: At the end of each fiscal year of the Company, the Board of Directors shall prepare the reports and statements of (I) Business report, (II) Financial statement and (III) Proposal for distribution of earnings or covering losses, for submission to the ordinary shareholder’s meeting according to the law in order to request for ratification thereof.
Article 21: If the Company makes a profit during the year (the so-called profit refers to the pretax profit before the distribution of employee compensation and directors' compensation), no less than 5% shall be allocated for employee remuneration and no more than 0.5% shall be allocated for directors' remuneration, which shall be distributed after a special resolution by the board of directors and reported to the shareholders meeting. However, where the Company still has accumulated losses, amount shall be reserved for making up the accumulated loss first. The remuneration of employees described in the preceding paragraph may be made in the form of shares or cash, and the subjects for receiving the shares or cash may include employees of the affiliated companies meeting certain specific requirements, and the Board of Directors is authorized to establish said specific requirements. Where there is a profit after the settlement of a fiscal year, the profit shall be distributed in accordance with the following sequence:
(I) Compensate for previous losses (II) Appropriate 10% as the legal reserve (III) Appropriate or reverse special reserve according to other laws and regulations

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(IV) When the remaining amount refers to the distributable earnings of the current year, it is combined with the undistributed earnings of the same period at the beginning of the term as the accumulated distributable earnings, and the Board of Directors shall establish the proposal for earnings distribution according to the dividend policy specified in Paragraph 4 of this Article for submission to the shareholders’ meeting for resolution and distribution accordingly.
The Company is currently at the growth stage. Regarding the Company’s policy on the distribution of dividends, such policy shall be determined based on the factors of the present and future investment environment, capital demand, domestic/overseas competition and capital budget etc. along with the consideration of the shareholders’ interests and the long-term financial planning. The shareholders’ dividends are appropriated from the accumulated distributable earnings, which shall not be less than 15% of the distributable earnings of the current year, and the cash dividends among the shareholders’ dividends shall not be less than 10%. Regarding the cash dividends and bonuses issued for all or a portion of the aforementioned cash dividends and capital reserve and legal reserve, the Board of Directors is authorized to reach a special resolution for distribution thereof, which shall also be reported to the shareholders’ meeting, and the requirement for resolution of a shareholders’ meeting as described in the preceding paragraph is not applicable.

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Chapter 7 Supplemental Provisions

Article 22: Any matters not specified in this Article of Incorporation shall be handled in accordance with the provisions of the Company Act.

Article 23: These Articles of Incorporation were enacted on April 5, 1971. The first amendment was made on April 22, The twenty fourth amendment was made on 1971. June 7, 1991. The second amendment was made on May 6, The twenty fifth amendment was made on 1971. April 10, 1992. The third amendment was made on July 25, The twenty sixth amendment was made on 1974. December 12, 1992. The fourth amendment was made on January 10, The twenty seventh amendment was made on 1978. May 18, 1994. The fifth amendment was made on May 1, 1978. The twenty eighth amendment was made on The sixth amendment was made on August 19, November 8, 1995. 1980. The twenty ninth amendment was made on The seventh amendment was made on October May 11, 1996. 30, 1980. The thirtieth amendment was made on June The eighth amendment was made on December 26, 1997. 14, 1980. The thirty first amendment was made on June The ninth amendment was made on January 10, 2, 1998. 1981. The thirty second amendment was made on The tenth amendment was made on April 7, April 12, 1999. 1981. The thirty third amendment was made on The eleventh amendment was made on June 28, November 30, 1999. 1982. The thirty fourth amendment was made on The twelfth amendment was made on July 19, June 27, 2000. 1982. The thirty fifth amendment was made on June The thirteenth amendment was made on June 10, 2002. 30, 1983. The thirty sixth amendment was made on June The fourteenth amendment was made on 14, 2005. January 12, 1984. The thirty seventh amendment was made on The fifteenth amendment was made on August June 14, 2006. 31, 1984. The thirty eighth amendment was made on The sixteenth amendment was made on June 8, 2007. February 18, 1986. The thirty ninth amendment was made on June The seventeenth amendment was made on 10, 2009. March 10, 1986. The fortieth amendment was made on June 8, The eighteenth amendment was made on 2010. January 24, 1989.

The thirty third amendment was made on November 30, 1999. The thirty fourth amendment was made on June 27, 2000. The thirty fifth amendment was made on June 10, 2002.

The thirty sixth amendment was made on June 14, 2005.

The thirty seventh amendment was made on June 14, 2006. The thirty eighth amendment was made on June 8, 2007. The thirty ninth amendment was made on June 10, 2009. The fortieth amendment was made on June 8, 2010.

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The nineteenth amendment was made on The forty first amendment was made on June September 29, 1989. 5, 2012. The twentieth amendment was made on The forty second amendment was made on November 25, 1989. June 17, 2014. The twenty first amendment was made on The forty third amendment was made on June January 20, 1990. 13, 2016. The twenty second amendment was made on The forty fourth amendment was made on June 29, 1990. June 8, 2018. The twenty third amendment was made on The forty fifth amendment was made on June October 15, 1990. 14, 2019.

The forty sixth amendment was made on June 9, 2023.