Qisda - AGM Information 2024 | FinancialReports.eu

Qisda Corporation

2024 Annual General Shareholders’ Meeting

Time: 9:00 am., May 29, 2024

Place: No.300, Sec. 1, Zhuangjing Rd., Taoyuan Dist., Taoyuan City 330, Taiwan (R.O.C.) Monarch Plaza Hotel

Method of Convening the Meeting: Physical shareholders' meeting

Agenda

I. Report Items

(1) To report the business of 2023 .......................................................................................................................................................................... 02 (2) Audit Committee’s Review Report .................................................................................................................................................................. 02 (3) To report the distribution of employees’ and directors’ remuneration of 2023 ............................................................... 02 (4) To report the cash dividend distribution of 2023 earnings ............................................................................................................ 02 (5) To report the issuance of securities in private placement ............................................................................................................ 02 (6) To report the implementation of 1st Domestic Secured Corporate Bond in 2022 .......................................................... 03

II. Recognition and Discussion Items

(1) To recognize 2023 Financial Statements and Business Report .................................................................................................. 03 (2) To recognize the proposal for the distribution of 2023 earnings ............................................................................................... 03 (3) To approve issuance of new common shares for cash to sponsor issuance of the overseas depositary shares and/or issuance of new common shares for cash in public offering and/or issuance of new preferred shares for cash in public offering and/or issuance of new common shares for cash in private placement and/or issuance of overseas or domestic convertible bonds in private placement ...................................................................................................................................................................................................................... 03
(4) To lift non-competition restrictions on current directors and their representatives ................................................... 08
III. Extraordinary Motions ................................................................................................................................................................................................... 08 IV. Meeting Adjourned .......................................................................................................................................................................................................... 08 Attachments
Business Report of 2023 ................................................................................................................................................................................................ 09 2. Audit Committee’s Review Report ......................................................................................................................................................................... 11 3. Independent Auditors’ Report and 2023 Financial Statements ......................................................................................................... 12 4. 2023 Earnings Distribution Proposal ..................................................................................................................................................................... 32 5. Terms and Conditions for Issuance of Overseas or Domestic Convertible Bonds in Private Placement (Tentative) ............................................................................................................................................................................................................................. 33 6. List of non-competition restrictions on current directors and their representatives proposed to be lifted ........ 35 Appendices 1. Rules and Procedures for Shareholders’ Meeting ....................................................................................................................................... 36 2. Articles of Incorporation ............................................................................................................................................................................................... 39 3. Shareholding of Directors ............................................................................................................................................................................................ 43 4. Influence of Proposed Stock Dividend Distribution upon 2023 Operating Performance, Earnings Per Share, and Return on Investment .......................................................................................................................................................................................... 43

2  Report Items

I. Report Items

1. To report the business of 2023

Explanation: The 2023 Business Report is attached hereto as Attachment 1 (pages 9-10).

2. Audit Committee’s Review Report

Explanation: The Audit Committee’s Review Report is attached hereto as Attachment 2 (page 11).

3. To report the distribution of employees’ and directors’ remuneration of 2023

Distribution of NT$245,716,000 and NT$6,800,000 in cash as remunerations to employees and directors, respectively, have been approved by the meeting of board of directors held on March 05, 2024.

4. To report the cash dividend distribution of 2023 earnings

(1) According to Article 16-1 of the Company’s Article of Incorporation, if earnings distribution plan is performed by means of cash dividends, it is proposed the Board of Directors be authorized for resolution. The resolution thereof shall be reported in the Shareholders’ Meeting.
(2) The proposed distribution is allocated from the 2023 earnings available for distribution, and cash dividends amounting to NT$2,360,138,350 were distributed to shareholders at NT$1.2 per share. It is approved by the meeting of board of directors held on March 05, 2024, and proposed that the Chairman of the Board of Directors is authorized to determine the ex-dividend date and payment date for the cash dividend distribution and other related matters.
(3) If the cash dividend distribution ratio is adjusted and need to be modified due to change of the Company's total number of outstanding common shares it is proposed to authorized the Chairman of Board of Directors with full power to adjust the distribution ratio.

5. To report the issuance of securities in private placement

(1) It has been approved by the Annual General Shareholders’ Meeting held on May 29, 2023 to authorize the Board of Directors, within the limit of 195,000,000 common shares, depending on the market conditions and the Company’s capital needs, to choose appropriate timing and one or more fund raising instruments to issue new common shares for cash to sponsor issuance of the overseas depositary shares and/or new common shares for cash in public offering and/or new preferred shares for cash in public offering and/or new common shares for cash in private placement and/or overseas or domestic convertible bonds in private placement in accordance with the applicable laws and regulations.
(2) In according to paragraph 7of Article 43-6 of the Securities and Exchange Act, the private placement may be carried out within one year of the date of the resolution of the shareholders meeting.
(3) In case the amount of the aforementioned fundraising has not been completed will be cancelled from the date of the 2024 Annual General Shareholders’ Meeting.

Report Items / Recognition and Discussion Items  3

6. To report the implementation of 1st Domestic Secured Corporate Bond in 2022

(1) Proceed in accordance with Article 246 of the Company Act.
(2) The company has issued one domestic secured ordinary corporate bond in 2022. The offering and issuance status of the bond are as follows:
A. Approval Number: The first domestic secured ordinary corporate bond was approved by Taipei Exchange Letter No. Securities-TPEx-Bond-11100060991 dated June 20, 2022.
B. Issuance Status: The issuance was approved by the Board of Directors on March 7, 2022, and finished the raising on June 28, 2022.
C. Purpose and benefits of the issuance: Repay loans from financial institutions, and strengthen the company’s financial structure.
D. Total Offering: NT$3 billion in total.
E. Interest rate: Coupon rate: fixed rate at 1.80% per annum.
F. Period: 5-year period. Issuance date: June 28, 2022. Maturity date: June 28, 2027.
G. Repayment method: The bonds will be repaid in one lump sum; the maturity date is five years from the issuance date.
H. Interest payment method: Simple interest is paid once a year.

II. Recognition and Discussion Items

1. To recognize 2023 Financial Statements and Business Report (proposed by the Board of Directors) Explanation:

(1) The 2023 Financial Statements were audited by the independent auditors, Chang, Huei-Chen and Shi, Wei-Ming of KPMG.
(2) For the 2023 Business Report, Independent Auditors' Report, and the 2023 Financial Statements please refer to Attachment 1 (page 9-10) and Attachment 3 (page 12-31).

Resolution:

2. To recognize the proposal for the distribution of 2023 earnings (proposed by the Board of Directors)

Explanation:

For the Proposal for 2023 Earnings Distribution, please refer to Attachment 4 (page 32). Resolution:

3. To approve issuance of new common shares for cash to sponsor issuance of the overseas depositary shares and/or issuance of new common shares for cash in public offering and/or issuance of new preferred shares for cash in public offering and/or issuance of new common shares for cash in private placement and/or issuance of overseas or domestic convertible bonds in private placement (proposed by the Board of Directors)

Explanation:

(1) Fund raising purpose and size:

In order to enrich working capital, have sound financial structure, purchase of materials from overseas and support the Company’s funding needs for long term development, it is hereby proposed that the shareholders meeting to authorize the Board of Directors (“Board”), within the limit of 195,000,000 common shares and preferred shares, depending on the market conditions and the Company’s capital needs, to choose appropriate timing and fund raising instrument(s), to issue new common shares for cash to sponsor DR Offering and/or issue new common shares for cash in public offering and/or issue Private Placement Shares and/or issue Private Placement CB, in accordance with the applicable laws and regulations and the following fund raising principles. For issuance of Private Placement CB, the number of common shares to be converted

4  Recognition and Discussion Items

within the limit of 195,000,000 common shares shall be calculated in accordance with the conversion price determined at the time of issuance of Private Placement CB.

(2) Fund raising method(s) and handling principles:
A. Issuance of new common shares for cash to sponsor DR Offering:
- a. The issue price of the new common shares will be decided with reference to (a) the closing price of the Company’s common shares on the pricing date or (b) the average of the closing price of the Company’s common shares for 1, 3 or 5 trading days prior to the pricing date (each of (a) and (b) is referred to hereinafter as the "reference price"). The Chairman of the Company is authorized to coordinate with the foreign lead-underwriter(s) of the DR Offering to determine the actual issue price in accordance with market conditions, provided that, the actual issue price shall not be less than 90% of the reference price after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends. The reference price and the actual issue price will be decided in accordance with market practice and applicable law and regulations. In addition, assuming that the Company issues 195,000,000 common shares which is approximately 9.91% of the Company’s total outstanding common shares on the record date for the Company’s 2022 annual shareholders meeting, as the actual issue price shall be no less than 90% of the reference price after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, it is unlikely that such issuance will have a material dilutive effect on the holding of the current existing shareholders. Thus, determination of the issue price of the new common shares to be issued in connection with the DR Offering should be reasonable and should not have a material adverse effect on the rights and benefits of the current existing shareholders.
- b. Except for 10% to 15% of the new common shares shall be allocated for the employees' subscription in accordance with Article 267, Paragraph I of the Company Act, it is proposed for the shareholders meeting to approve the rights to subscribe to the remaining shares to be waived by the shareholders and such remaining shares should be offered to the public under Article 28-1 of the Securities and Exchange Act as the underlying shares of the global depositary shares to be sold in the DR Offering. Any new common shares not subscribed by employees of the Company shall be determined by the Chairman of the Company, depending on the market needs, to be allocated as underlying shares of the global depositary shares or to be subscribed by the designated person(s).
B. Issuance of new common shares for cash in public offering:
- a. The par value of the new common shares to be issued per share is NT$10. It is proposed to authorize the Chairman of the Company to coordinate with the underwriter(s) of the public offering to determine the actual issue price in accordance with the Taiwan Securities Association's Self-regulatory Rules Governing the Provision of Advisory Services by Underwriter Members to Issuing Companies for Offering and Issuing Securities and the market conditions and the issue price shall be reported to, and accepted by the regulatory authority before issuance.
- b. Except for 10% to 15% of the new shares must be offered to employees in accordance with Article 267, Paragraph I of the Company Act, it is proposed to authorize the Board to choose either of the following methods to sell the new shares in the public offering through the ：
- underwriter(s)
  - (i) It is proposed for the shareholders meeting to approve the pre-emptive rights to subscribe to the remaining shares to be waived by the shareholders in accordance with Article 28-1 of the Securities and Exchange Act and such remaining shares will be offered to the public via book building. It is proposed that any new common shares not subscribed by employees of the Company will be sold to the person(s) designated by the Chairman of the Company at the issue price.

Recognition and Discussion Items  5

  - (ii) It is proposed that 10% of the new shares to be sold to the public through the underwriter(s) in accordance with Article 28-1, Paragraph 2 of the Securities and Exchange Act and the remaining shares will be subscribed to by the existing shareholders of the Company in accordance with their shareholding. It is proposed that any new common shares not subscribed by employees and shareholders of the Company will be sold to the person(s) designated by the Chairman of the Company at the issue price.

C. Issuance of new preferred shares for cash in public offering:
a. The par value of the new preferred shares to be issued per share is NT$10. It is proposed to authorize the Chairman of the Company to coordinate with the underwriter(s) of the public offering to determine the actual issue price in accordance with the Taiwan Securities Association's Self-regulatory Rules Governing the Provision of Advisory Services by Underwriter Members to Issuing Companies for Offering and Issuing Securities and the market conditions and the issue price shall be reported to, and accepted by the regulatory authority before issuance.
b. Except for 10% to 15% of the new shares must be offered to employees in accordance with Article 267, Paragraph I of the Company Act, it is proposed to authorize the Board to choose either of the following methods to sell the new shares in the public offering through the ：
underwriter(s)
- (i) It is proposed for the shareholders meeting to approve the pre-emptive rights to subscribe to the remaining shares to be waived by the shareholders in accordance with Article 28-1 of the Securities and Exchange Act and such remaining shares will be offered to the public via book building. It is proposed that any new preferred shares not subscribed by employees of the Company will be sold to the person(s) designated by the Chairman of the Company at the issue price.
- (ii) It is proposed that 10% of the new shares to be sold to the public through the underwriter(s) in accordance with Article 28-1, Paragraph 2 of the Securities and Exchange Act and the remaining shares will be subscribed to by the existing shareholders of the Company in accordance with their shareholding. It is proposed that any new preferred shares not subscribed by employees and shareholders of the Company will be sold to the person(s) designated by the Chairman of the Company at the issue price.
D. Issuance of Private Placement Shares and/or Private Placement CB:
a. Basis and reasonableness for determination of the subscription price of the Private Placement Shares and issue price of Private Placement CB:
- (i) The higher of (x) the simple average closing price of the Company’s common shares for either 1, 3 or 5 trading days prior to the pricing date, and (y) the simple average closing price of the Company’s common shares for 30 trading days prior to the pricing date, after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, as the reference price of the Private Placement Shares.
- (ii) The issue price of the Private Placement Shares shall be no less than 80% of the reference price. It is proposed to authorize the Board to decide the actual issue price within the range approved by the shareholders meeting, depending on the status of finding specific investor(s) and market conditions. The issue price of the Private Placement CB shall be no less than 80% of the theoretical price.
- (iii) As aforementioned, subscription price of the Private Placement Shares and issue price of Private Placement CB will be determined with reference to the price of the Company’s common shares and the theoretical price in accordance with the

6  Recognition and Discussion Items

Regulations Governing Public Companies Issuing Securities in Private Placement and which also provide for three years of transfer restrictions thus, the price should be reasonable.

b. The method, purpose, necessity and projected benefits to determine specific investor(s):
(i) The investors to subscribe to the Private Placement Shares and/or Private Placement CB must meet the qualifications listed in Article 43-6 of the Securities and Exchange Act and are limited to strategic investor(s). Priority will be given to the investor(s) who could benefit the Company's long-term development, competitiveness, and existing shareholders' rights.
(ii) The purpose, necessity and projected benefits for choosing strategic investor(s) are to accommodate the Company’s operation and development needs to have the strategic investor(s) to assist the Company, directly or indirectly, in its finance, business, manufacturing, technology, procurement, management, and strategy development, etc. so to strengthen the Company’s competitiveness and enhance its operational efficiency and long term development and positive effect on shareholder’s right and interests.
(iii) Currently there is no available specific investor and the Board is fully authorized to determine the specific investor(s).
c. The necessity of issuance of Private Placement Shares and/or Private Placement CB:

Considering the effectiveness and convenience for issuance of the Private Placement Shares/Private Placement CB and accommodating the Company’s development planning, including inviting the strategic investor(s), it would be necessary to issue the Private Placement Shares and/or Private Placement CB.

d. For the Private Placement Shares and/or the new common shares to be issued upon conversion of Private Placement CB, after expiration of three years following delivery date of the Private Placement Shares/Private Placement CB, the Board is authorized to apply for approval from the Taiwan Stock Exchange ("TSE") acknowledging that the Private Placement Shares /new common shares to be issued upon conversion of Private Placement CB meet the requirements for TSE listing before the Company submitting application with the Financial Supervisory Commission for retroactive handling of public issuance of such shares and submitting application with TSE for listing such shares on TSE.
e. The tentative terms and conditions of the Private Placement CB ("Offering Plan") are shown in Attachment 5 (page 33-34).
(3) Use of proceeds, the schedule and the projected benefits:

The Company plans to use the funds raised from the DR Offering and/or issuance of the new common shares in public offering and/or issuance of the Private Placement Shares and/or Private Placement CB to invest in equipment and technology of high-end product, enrich working capital, strengthen financial structure and/or support the Company’s funding needs for long term development and after completing the fund raising and it is expected that use of such funds will strengthen the Company’s competitiveness and improve operational efficiency.

(4) The new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, the new preferred shares to be issued in public offering, Private Placement Shares and the new common shares to be issued upon conversion of Private Placement CB will be issued in the script less form. Except that the Private Placement Shares and the new common shares to be issued upon conversion of Private Placement CB are subject to the selling restrictions within three years after the delivery date of the Private Placement Shares/Private Placement CB under Article 43-8 of the Securities and Exchange Act, the new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, the Private Placement Shares and the new common shares to be issued upon

Recognition and Discussion Items  7

conversion of Private Placement CB will have the same rights and obligations as the Company’s existing issued and outstanding common shares. It is proposed to authorize the Board to determine the rights and obligations of the new preferred shares in accordance with the Article of Incorporation and applicable laws and regulations.

(5) Under the situation where the issue price of the new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, new preferred shares to be issued in public offering, Private Placement Shares and the conversion price for the Private Placement CB is set at a price less than the par value due to the market change, the reason for the Company not adopt other fund raising method and the reasonableness for such determination: This is mainly based on considerations of the sound operation of the Company and the security of its financial structure and issuing equity related securities for fund raising is more appropriate than pure debt financing. If the Company decides to use the fund raising methods, such as issuing new shares for cash to sponsor the DR Offering, issuing new common shares for cash in public offering, issuing new preferred shares for cash in public offering, and issuing Private Placement Shares, etc. the Company would not incur any interest of the debt in such case not only the Company's financial risk could be reduced, the Company's financial structure could be improved and the flexibility of the Company’s treasury management would also be increased. For issuance of Private Placement CB, if investor converts Private Placement CB into the common shares, such would improve the Company’s financial structure and would benefit the Company’s long-term development. Thus, it should be reasonable for the Company to issue the equity related securities. If the issue price and the conversion price is less than the par value, such would be expected to cause decrease of the Company’s capital surplus and retained earnings in which case the Company will, depending on the actual operating conditions in the future, make up for the losses. As the issue price and the conversion price will be determined in accordance with the relevant regulations, thus, after realization of the benefits of the capital increase, the Company's financial structure will be effectively improved which would be favorable to the Company’s long-term development and would not have adverse impact on the rights and benefits of the shareholders.
(6) After the shareholders meeting approves issuance of new common shares to sponsor the DR Offering, new common shares in public offering, new preferred shares in public offering, the Private Placement Shares and the Private Placement CB, it is proposed for the shareholders meeting to authorize the Board to determine and amend, at the Board’s sole discretion, the terms and condition of the new common shares to be issued for the DR Offering and/or in public offering and/or terms and condition of the Private Placement Shares and/or Offering Plan of the Private Placement CB, the plan for the use of proceeds, the schedule and projected benefits and all matters in connection therewith, in accordance with the Company’s actual needs, market conditions and relevant regulations and if any amendment thereto is required due to any change of the regulations or as requested by the regulator’s order or based on the Company’s operation evaluation or change of the market conditions, the Board is authorized to make the required amendments at the Board’s sole discretion.
(7) To complete the fund raising, the Chairman or the Chairman's designee is authorized, on behalf of the Company, to handle all matters relating to, and sign all agreements and documents in connection with, issuance of the new common shares to sponsor the DR Offering, issuance of new common shares in public offering, issuance of new preferred shares in public offering, and issuance of the Private Placement Shares and/or Private Placement CB.
(8) The Board is authorized to handle all matters at the Board’s sole discretion which are not addressed herein in accordance with the applicable laws and regulations.

Resolution:

8  Recognition and Discussion Items

4. To lift non-competition restrictions on current directors and their representatives (proposed by the Board of Directors)

Explanation:

(1) According to Article 209 of the Company Act, any Director conducting business for himself/herself/itself or on another’s behalf, the scope of which business is within the scope of the Company’s business, shall explain at the Shareholders’ Meeting the essential contents of such conduct, and obtain approval from shareholders in the Meeting.
(2) It is proposed for the 2024 annual shareholders meeting to approve lifting non-competition restrictions on directors as who may invest or operate a business which is similar to the business scope of the Company.
(3) List of non-competition restrictions proposed to be lifted in the 2024 annual shareholders’ meeting is as Attachment 6 (page 35).

Resolution:

III. Extraordinary Motions

IV. Meeting Adjourn

Attachment 1  9

Business Report of 2023

Dear Shareholders,

In the face of challenges such as war, inflation, interest rate hikes, and debt issues in banking and real estate, the global economic environment in 2023 remained complex. Despite this, Qisda reported consolidated revenue of NT$203.6 billion, a 15% decrease compared to the previous year. However, due to our continued focus on the healthcare sector, we achieved a 20% growth in the medical business, maintaining Qisda's overall consolidated revenue above NT$200 billion. Our operating income reached NT$5.01 billion, and net income was NT$4.52 billion. The net income attributable to Qisda was NT$2.98 billion, with earnings per share of NT$1.51.

Building a Sustainable Future – Together Towards Excellence

Qisda is committed to sustainable business practices, maintaining transparency in ESG indicators such as environmental impact, social responsibility, and corporate governance. In 2023, Qisda scored 81 points in the S&P Global ESG rating (out of a maximum 100), marking its debut inclusion in the S&P Global Sustainability Yearbook 2024. It achieved the distinction of being in the top 5% globally , standing out among the evaluated 9400 global enterprises. Qisda received a low-risk rating of 14.13 points in the Sustainalytics ESG Risk Ratings (out of a maximum 0 points). Our Corporate Governance Evaluation on TWSE remained in the top 6% to 20% of listed companies. Qisda has been a component of TWSE Corporate Governance 100 Index for five consecutive years since 2019 and has been a component of TWSE RAFI® Taiwan High Compensation 100 Index for nine consecutive years since 2015. Additionally, we have been recognized as “ Best Companies to Work for in Asia ” for five consecutive years.

Qisda extends the spirit of sustainability, encapsulated in "Together make the world better," to its affiliated enterprises and partners throughout the supply chain. We continue to pursue the "3-4-5" sustainability goals, committing to a 30% reduction in supply chain carbon emissions by 2030, 100% use of renewable energy by 2040, and achieving net-zero emissions by 2050. In 2023, Qisda led a consortium of 23 companies to obtain the world's first ISO 20121 sustainability event certification at COMPUTEX, demonstrating our commitment to green exhibitions with zero waste. Qisda and six affiliated companies received 29 sustainability awards, showcasing Qisda's leadership in sustainable business practices.

Strategic Focus and Expansion of High-Margin Businesses

Qisda is progressing towards the goal of achieving over half of its profits from high-value-added businesses by 2027 . Despite challenging external factors in 2023, we continued our strategic focus and expanded high-margin businesses, achieving a 20-year-record-high average gross margin of 16.2%. This focus involved divesting non-core businesses and optimizing the organization, concentrating resources on four key business directions. In 2023, we facilitated the integration of Wixtar, Brainstorm acquired by MetaAge, and K2 Medical acquired by BenQ Medical Tech, enhancing the efficiency of customer service by consolidating resources within subsidiary companies.

In expanding high-margin businesses, our dedication resulted in the Medical business surpassing NT$24.6 billion in revenue in 2023, a 20% growth from the previous year, accounting for 12% of Qisda's total revenue. The revenue contribution from Business Solutions (BSG) and Networking & Communication (NCG) stood at 16% and 14%, respectively. Considering high-value-added product lines, these new high-margin businesses collectively accounted for approximately half of the total revenue. The display business adjusted its inventory to respond to supply and demand changes while actively cultivating high-end models in preparation for market recovery.

Future Outlook

Looking ahead to 2024, although uncertainties in the economic environment persist, conditions are gradually stabilizing. Qisda will continue to focus on its four main operational directions, aiming to ascend to new heights and create long-term value for the company. Our plans include:

10  Attachment 1

Optimize Current Business: Consolidating the global top 2 leading positions of displays and projectors, with a focus on high-end, high-priced, professional, and medical displays.
Expand Medical Business: Expanding the reach of BenQ Medical Center and actively pursuing a listing in Hong Kong to support the rapid growth of the hospital business. In the strategy of "Dual Engines in Medical Devices and Pharmaceuticals," we focus on technological innovation in medical equipment. We are enhancing the quality and differentiation of products, including blood dialysis, ultrasound, oral scanners, digital dentistry, and surgical room equipment. Additionally, we are actively expanding into overseas markets, particularly in Southeast Asia. In the medical pharmaceutical distribution channel, we prioritize the needs of the aging population, integrating Qisda's innovative technological strength with the pharmaceutical expertise of our partners to create a comprehensive healthcare system for the public.
Accelerate Business Solutions: Strengthening the integration of information technology (IT) and operational technology (OT) to create an OMO omnichannel service. Developing comprehensive hardware and software services to meet the diverse needs of different vertical markets in the face of trends such as cloud integration, cybersecurity, AI computing, new energy, smart automation, and new infrastructure.
Deploy Network Business: Recognizing the central role of networks in the digital environment, Qisda, through its subsidiaries like Alpha Networks Inc., Hitron Technologies Inc., Interactive Digital Technologies Inc., aims to create a comprehensive broadband service integrating both wired and wireless networks. Expanding into the telecom market, seizing 5G opportunities, and positioning in low-orbit satellites and space opportunities to provide seamless and rapid broadband services

Innovation Excellence – Leveraging the Influence of the Grand Fleet

Qisda sustains its competitive advantage through innovation and technological development, allocating an average of 2% to 3% of annual revenue to product innovation and R&D. Accumulating to date, we hold a total of 1,251 patents worldwide. In 2023, Qisda introduced QMUT, a new technology in the medical field involving capacitive ultrasound probes. This innovative technology and process aim to provide more precise and easily interpretable medical images for doctors, with potential applications in various medical fields.

The value transformation of Qisda has entered its second chapter, and the resource platform created for the “Grand Fleet Partners” is actively contributing positively to the group and the industrial landscape of Taiwan. We extend our gratitude to all shareholders for their long-term support and encouragement. The management team and all employees of the company will continue to work diligently to maximize benefits for the company and shareholders.

Finally, we wish everyone good health, good luck and fortune.

Sincerely, Chairman: Peter Chen President: Joe Huang Chief Accountant: Jasmin Hung

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Attachment 2  11

Audit Committee’s Review Report

The Board of Directors has prepared the Company's Financial Statements for the year of 2023. Chang, Huei-Chen and Shi, Wei-Ming Certified Public Accountants of KPMG, have audited the Financial Statements. The 2023 Financial Statements, Business Report, Independent, Auditors Report and the Company's 2023 Earnings Distribution Proposal have been reviewed and determined to be correct and accurate by the Audit Committee of Qisda Corporation. I, as the Chair of the Audit Committee, hereby submit this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Qisda Corporation 2024 Annual General Shareholders’ Meeting

Chair of the Audit Committee

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Lo-Yu (Charles) Yen March 05, 2024

12  Attachment 3

Independent Auditors’ Report and 2023 Financial Statements

2023 Consolidated Financial Statements

Independent Auditors’ Report

To the Board of Directors of Qisda Corporation:

Opinion

We have audited the consolidated financial statements of Qisda Corporation and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2023 and the restated consolidated balance sheets as of December 31, 2022, and the related consolidated statements of comprehensive income, and changes in equity for the years then ended, and cash flows for the year ended December 31, 2023 and the restated cash flows for the year ended December 31, 2022 and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Qisda Corporation and its subsidiaries as of December 31, 2023 and 2022(restated), and their consolidated financial performance for the years then ended, and its consolidated cash flows for the year ended December 31, 2023 and the restated cash flows for the year ended December 31, 2022 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”) , International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Qisda Corporation and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, 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 consolidated financial statements of the current period. 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.

Key audit matters for Qisda Corporation and its subsidiaries’ consolidated financial statements for the year ended December 31, 2023 are stated as follows:

Revenue recognition

Please refer to note 4(r) for the accounting policy on revenue recognition, and note 6(y) for the related disclosures of revenue, respectively, to the consolidated financial statements.

Description of key audit matter:

Qisda Corporation and its subsidiaries have several operating segments which engage in different business activities through their worldwide operational locations. Qisda Corporation and its subsidiaries recognize revenue depending on the various trade terms in each individual sale

Attachment 3  13

transaction, which are considered to be complex in determining the timing of revenue recognition. Therefore, revenue recognition has been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matters above, our principal audit procedures included performing a sample test on the design and operating effectiveness of Qisda Corporation and its subsidiaries’ internal controls over financial reporting related to the sales and collection cycle; assessing whether revenue is recognized based on the trade terms with customers through reviewing the related sales contracts or other trade documents; performing a sample test on sales transactions that took place before and after the balance sheet date to determine when the performance obligation has been satisfied by transferring control over the goods to a customer to assess the accuracy of the timing of revenue recognition; reviewing and analyzing the reason for significant sales returns and allowances that took place after the balance sheet date to assess the reasonableness of the related accrued sales returns and allowances.

2. Valuation of inventories

Please refer to note 4(h) for the inventory accounting policy, note 5(a) for estimation uncertainty of inventory valuation, and note 6(f) for the related inventory write-down disclosures, respectively, to the consolidated financial statements.

Description of key audit matter:

Inventories are measured at the lower of cost and net realizable value. Due to the rapid technological innovations and highly competitive environments in the electronic industry which Qisda Corporation and its subsidiaries are engaged in, the life cycle of certain electronic products are short and their market prices fluctuate rapidly, which could possibly result in a price decline and obsolescence of inventory, wherein the inventory cost may exceed its net realizable value. Therefore, the valuation of inventories has been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included reviewing the inventory of aging report and analyzing the fluctuation of inventory aging; selecting samples to verify the accuracy of the net realizable value of inventories and inventory aging report prepared by Qisda Corporation and its subsidiaries; evaluating whether valuation of inventories was accounted for in accordance with Qisda Corporation and its subsidiaries’ accounting policies; and assessing the reasonableness of management’s accounting policies on inventory provisions.

3. Impairment of goodwill

Please refer to note 4(p) for the accounting policy on impairment of non-financial assets, note 5(b) for estimation uncertainty of impairment of goodwill, and note 6(m) for the related disclosures of goodwill impairment test, respectively, to the consolidated financial statements.

Description of key audit matter:

Goodwill arising from acquisition of subsidiaries is subject to impairment test annually or at the time there are indications that goodwill may have been impaired. The assessment of the recoverable amount of goodwill involves management’s judgment and estimation. Accordingly, the assessment of impairment of goodwill has been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included obtaining the assessment of goodwill impairment provided by the management; assessing the appropriateness of the valuation model and key assumptions, including the discount rate, expected growth rate and future cash flow projections, used by the management in measuring the recoverable amount; performing a sensitivity analysis to assess the impact of variations in key assumptions; and assessing the adequacy of Qisda Corporation and its subsidiaries’ disclosures with respect to evaluation of goodwill impairment.

14  Attachment 3

Other Matter

We did not audit the financial statements of certain subsidiaries of Qisda Corporation and its subsidiaries. Those financial statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for those subsidiaries, is based solely on the report of other auditors. The financial statements of those subsidiaries reflect the total assets amounting to NT$5,920,686 thousand and NT$9,914,620 thousand, respectively, constituting 3.14% and 5.13%, respectively, of the consolidated total assets as of December 31, 2023 and 2022, and the total operating revenue amounting to NT$5,955,300 thousand and NT$11,405,195 thousand, respectively, constituting 2.93% and 4.76%, respectively, of the consolidated total operating revenues for the years ended December 31, 2023 and 2022.

Qisda Corporation has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have audited and expressed an unqualified opinion with Other Matter section.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing Qisda Corporation and its subsidiaries’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Qisda Corporation and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the Audit Committee) are responsible for overseeing Qisda Corporation and its subsidiaries’ financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercised professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Qisda Corporation and its subsidiaries’ internal control.

Attachment 3  15

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 Qisda Corporation and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Qisda Corporation and its subsidiaries to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Qisda Corporation and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remained solely responsible for our audit opinion.

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Chang, Huei-Chen and Shih, Wei-Ming.

KPMG Taipei, Taiwan (Republic of China) March 5, 2024

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.

16  Attachment 3

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) QISDA CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2023 Amount � $ 25,472,899 13 325,552 - 109,921 - 35,742,965 19 2,299,192 1 1,021,406 1 300,403 - 37,931,141 20 3,163,005 2 1,298,713 1 345,201 - 108,010,398 57 751,233 - 12,070,208 7 8,313,613 4 40,389,379 22 5,222,230 3 844,682 1 9,512,853 5 2,205,533 1 374,868 - 728,640 - 80,413,239 43	December 31, 2022 (Restated) Amount � 31,202,619 16 145,049 - 100,146 - 38,085,893 20 2,064,033 1 2,353,786 1 304,287 - 43,870,428 23 2,929,967 2 329,598 - - - 121,385,806 63 516,377 - 10,231,092 5 5,479,148 3 36,506,711 19 5,142,615 3 921,424 1 10,227,656 5 2,085,522 1 311,097 - 608,344 - 72,029,986 37	January 1, 2022 (Restated)	January 1, 2022 (Restated)
Amount $ 25,472,899 325,552 109,921 35,742,965 2,299,192 1,021,406 300,403 37,931,141 3,163,005 1,298,713 345,201 108,010,398 751,233 12,070,208 8,313,613 40,389,379 5,222,230 844,682 9,512,853 2,205,533 374,868 728,640 80,413,239	Amount 31,202,619 145,049 100,146 38,085,893 2,064,033 2,353,786 304,287 43,870,428 2,929,967 329,598 - 121,385,806 516,377 10,231,092 5,479,148 36,506,711 5,142,615 921,424 10,227,656 2,085,522 311,097 608,344 72,029,986	Amount 18,449,682 133,212 102,037 29,999,477 3,007,620 852,087 304,166 50,147,906 3,069,555 4,046,389 476,511 110,588,642 354,333 18,047,059 4,067,106 33,037,041 4,613,883 3,408,285 10,538,787 1,761,231 386,454 435,708 76,649,887	�
			10 - - 16 2 - - 27 2 2 -
			59
			- 10 2 18 2 2 6 1 - -
			41

$ 188,423,637 100 193,415,792 100 187,238,529 100

Total assets

Attachment 3  17

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

QISDA CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31,	December 31, 2022 (Restated) Amount � 25,969,736 13 199,619 - 96,982 - 2,798,320 2 28,290,462 15 747,500 - 15,229,989 8 24,835 - 4,448,014 2 - - 757,374 - 2,867,758 2 - - 1,635,671 1 531,390 - 1,045,970 1 84,643,620 44 63,144 - 2,995,015 2 32,086,612 17 1,986,764 1 763,548 - 2,031,650 1 908,008 - 40,834,741 21 125,478,361 65 19,667,820 10 1,949,409 1 24,185,472 13 (5,076,387) (3) 40,726,314 21 27,211,117 14 67,937,431 35 193,415,792 100	January 1, 2022 (Restated)	January 1, 2022 (Restated)
Amount $ 29,919,639 - 79,374 3,035,848 29,891,039 577,039 13,203,307 26,117 1,731,112 48,024 852,649 2,709,182 - 1,556,119 564,317 1,074,754 85,268,520 - 3,260,702 29,784,806 1,863,813 775,589 2,520,226 856,409 39,061,545 124,330,065 19,667,820 1,983,975 18,793,317 (3,387,754) 37,057,358 27,036,214 64,093,572 $ 188,423,637	Amount 25,969,736 199,619 96,982 2,798,320 28,290,462 747,500 15,229,989 24,835 4,448,014 - 757,374 2,867,758 - 1,635,671 531,390 1,045,970 84,643,620 63,144 2,995,015 32,086,612 1,986,764 763,548 2,031,650 908,008 40,834,741 125,478,361 19,667,820 1,949,409 24,185,472 (5,076,387) 40,726,314 27,211,117 67,937,431 193,415,792	Amount 24,295,022 - 78,178 2,431,400 39,319,708 1,465,399 12,863,465 27,307 1,540,749 - 878,646 2,884,556 461,471 714,857 466,245 906,468 88,333,471 97,986 - 26,702,353 1,524,736 743,366 2,383,103 1,290,751 32,742,295 121,075,766 19,667,820 1,844,310 20,777,515 (833,222) 41,456,423 24,706,340 66,162,763 187,238,529	�
			13 - - 1 21 1 7 - 1 - - 2 - - - 1
			47
			- - 14 1 1 1 1
			18
			65
			11 1 11 (1)
			22
			13
			35
			100

18  Attachment 3

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

QISDA CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income For the years ended December 31, 2023 and 2022

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

2023	2022
Amount $ 203,594,781 (170,518,878) 33,075,903 (14,955,087) (6,198,413) (6,943,939) 32,708 (28,064,731) 5,011,172 901,749 900,044 910,056 (1,808,278) 404,997 1,308,568 6,319,740 (1,803,661) 4,516,079 13,290 1,949,297 251,145 (14,293) 2,199,439 (145,292) (76,241) (221,533) 1,977,906 $ 6,493,985 $ 2,975,733 1,540,346 $ 4,516,079 $ 4,920,533 1,573,452 $ 6,493,985 $	Amount 239,837,296 (205,276,228) 34,561,068 (15,099,320) (6,332,071) (7,192,111) (85,209) (28,708,711) 5,852,357 413,906 1,095,272 10,092,000 (1,196,799) 366,565 10,770,944 16,623,301 (5,544,232) 11,079,069 220,840 (6,863,049) (159,470) 61,906 (6,739,773) 2,758,759 220,024 2,978,783 (3,760,990) 7,318,079 8,251,930 2,827,139 11,079,069 4,098,466 3,219,613 7,318,079	%
		100 (86)
		14
		(6) (3) (3) -
		(12)
		2
		- 1 4 - -
		5
		7 (2)
		5
		- (3) - -
		(3)
		1 -
		1
		(2)
		3
		4 1
		5
		2 1
		3
		4.20
$		4.14

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

QISDA CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

				Attributa	ble to shareho	lders of the Company	lders of the Company	lders of the Company			Non-controlling interests	Total equity
Common stock	Capital surplus		Retain	ed earnings			Other equity			Total equity of the Company
		Legal reserve	Special reserve	Unappropriated earnings	Total retained earnings	Foreign currency translation differences	Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income	Remeasurements of defined benefitplans	Total other equity interest
$ 19,667,820	1,844,310	2,639,376	1,264,645	16,873,494	20,777,515	(1,723,237)	1,378,567	(488,552)	(833,222)	41,456,423	24,706,340	66,162,763
- -	- -	- -	- -	8,251,930 -	8,251,930 -	- 2,598,267	- (6,952,755)	- 201,024	- (4,153,464)	8,251,930 (4,153,464)	2,827,139 392,474	11,079,069 (3,760,990)
-	-	-	-	8,251,930	8,251,930	2,598,267	(6,952,755)	201,024	(4,153,464)	4,098,466	3,219,613	7,318,079
- - - - - - - - - - - -	- - - 105,435 - - - - (3,732) - - 3,396	798,486 - - - - - - - - - - -	- (431,423) - - - - - - - - - -	(798,486) 431,423 (4,916,955) - (16,719) 89,701 - - - - - -	- - (4,916,955) - (16,719) 89,701 - - - - - -	- - - - - - - - - - - -	- - - - - (89,701) - - - - - -	- - - - - - - - - - - -	- - - - - (89,701) - - - - - -	- - (4,916,955) 105,435 (16,719) - - - (3,732) - - 3,396	- - - 118,683 (45,141) - (1,525,512) 75,045 3,732 3,370 654,987 -	- - (4,916,955) 224,118 (61,860) - (1,525,512) 75,045 - 3,370 654,987 3,396
19,667,820	1,949,409	3,437,862	833,222	19,914,388	24,185,472	875,030	(5,663,889)	(287,528)	(5,076,387)	40,726,314	27,211,117	67,937,431
- -	- -	- -	- -	2,975,733 -	2,975,733 -	- (198,384)	- 2,138,796	- 4,388	- 1,944,800	2,975,733 1,944,800	1,540,346 33,106	4,516,079 1,977,906
-	-	-	-	2,975,733	2,975,733	(198,384)	2,138,796	4,388	1,944,800	4,920,533	1,573,452	6,493,985
- - - - - - - - - - - - -	- - - - 1,748 - - 1 28,490 - - 75 4,252	832,491 - - - - - - - - - - - -	- 4,243,165 - - - - - - - - - - -	(832,491) (4,243,165) (3,933,564) 256,167 - - - (4,690,491) - - - - -	- - (3,933,564) 256,167 - - - (4,690,491) - - - - -	- - - - - - - - - - - - -	- - - (256,167) - - - - - - - - -	- - - - - - - - - - - - -	- - - (256,167) - - - - - - - - -	- - (3,933,564) - 1,748 - - (4,690,490) 28,490 - - 75 4,252	- - - - 5 (2,559,152) 79,307 (1,588,467) (28,490) 1,273 2,347,169 - -	- - (3,933,564) - 1,753 (2,559,152) 79,307 (6,278,957) - 1,273 2,347,169 75 4,252
$ 19,667,820	1,983,975	4,270,353	5,076,387	9,446,577	18,793,317	676,646	(3,781,260)	(283,140)	(3,387,754)	37,057,358	27,036,214	64,093,572

20  Attachment 3

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

QISDA CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Income before income tax Adjustments for: Adjustments to reconcile profit or loss: Depreciation Amortization Expected credit loss (gain on reversal of impairment loss) Interest expense Interest income Dividend income Share-based compensation cost Share of profit of associates and joint ventures Loss (gain) on disposal of property, plant and equipment Gain on disposal of non-current assets held for sale Gain on disposal and liquidation of subsidiaries Loss (gain) on disposal of investments accounted for using equity method Gain on bargain purchase Impairment loss on investments accounted for using equity method Impairment loss on non-financial assets Total adjustments for profit or loss Changes in operating assets and liabilities: Changes in operating assets: Financial assets at fair value through profit or loss Notes and accounts receivable Notes and accounts receivable from related parties Other receivables Other receivables from related parties Inventories Other current assets Other non-current assets Net changes in operating assets Changes in operating liabilities: Financial liabilities at fair value through profit or loss Notes and accounts payable Accounts payable to related parties Other payables to related parties Provisions Contract liabilities Other payables and other current liabilities Other non-current liabilities Net changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash provided by (used in) operations Interest received Dividends received Interest paid Income taxes paid Net cash provided by (used in) operating activities	2023 $ 6,319,740 4,598,992 1,101,189 (32,708) 1,808,278 (901,749) (621,566) 1,273 (404,997) (11) - (745,466) 23,589 - - - 4,826,824 (297,846) 2,190,857 (235,159) 261,065 3,884 5,703,107 (240,806) (96,033) 7,289,069 (78,000) 1,697,513 (170,461) 1,282 56,730 290,733 (1,394,759) (8,881) 394,157 7,683,226 12,510,050 18,829,790 935,921 1,028,790 (1,778,785) (5,404,706) 13,611,010	2022 16,623,301 4,203,530 1,111,212 85,209 1,196,799 (413,906) (905,068) 3,370 (366,565) 5,434 (907,772) (8,756,264) (120,326) (81,089) 22,715 7,699 (4,915,022) (43,025) (7,723,804) 958,922 (421,603) (121) 6,502,065 112,787 43,700 (571,079) (16,038) (11,412,889) (717,899) 1,063 159,684 373,252 1,060,497 (9,849) (10,562,179) (11,133,258) (16,048,280) 575,021 457,559 1,191,034 (1,105,958) (2,308,616) (1,190,960)

Attachment 3  21

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

QISDA CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Continued) For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities: Purchase of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Purchase of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Purchase of investments accounted for using the equity method Proceeds from disposal of investments accounted for using the equity method Proceeds from disposal of subsidiaries Collection of receivables arising from disposal of subsidiaries Proceeds from disposal of non-current assets held for sale Cash decrease in disposal groups classified as held for sale Additions to property, plant and equipment (including prepayments for equipment) Proceeds from disposal of property, plant and equipment Additions to intangible assets Decrease (increase) in other financial assets Net cash paid for acquisition of subsidiaries Net decrease in cash from derecognition of subsidiaries Net cash provided by (used in) investing activities Cash flows from financing activities: Increase in short-term borrowings Repayments of short-term borrowings Decrease in short-term notes and bills payable Proceeds from issuing bonds Repayments of bonds Increase in long-term debt Repayments of long-term debt Decrease in guarantee deposits received Increase in lease payable Cash dividends distributed to shareholders Distribution of cash dividends by subsidiaries to non-controlling interests Acquisition of subsidiary’s interests from non-controlling interests Acquisition of ownership interests in subsidiaries Proceeds from disposal of subsidiary’s interests (without losing control) Proceeds from disposal of forfeited employee stock managed by an employee ownership trust Capital injection from non-controlling interests Net cash provided by (used in) financing activities Effects of foreign exchange rate changes Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2023 $ (198,288) 303,198 2,833 (173,557) 56,025 (1,830,730) 84,988 1,339,297 - - (12,349) (5,047,746) 163,305 (287,599) (1,073,253) (1,781,038) (318,633) (8,773,547) 19,013,137 (14,915,840) (199,619) 631,884 - 40,419,767 (42,609,613) (11,303) (787,354) (3,933,564) (2,559,152) (5,662,128) 75 12,129 4,252 79,307 (10,518,022) (49,161) (5,729,720) 31,202,619 $25,472,899	2022 (465,167) 113,342 1,338,239 (130,856) - (1,098,690) 150,462 10,417,241 565 1,318,126 - (6,538,224) 281,946 (466,069) 3,572,923 (138,508) - 8,355,330 25,784,456 (24,299,351) 199,619 2,994,473 (372,300) 27,480,876 (21,464,003) (21,144) (540,611) (4,916,955) (1,525,512) (61,860) - - 3,396 75,045 3,336,129 2,252,438 12,752,937 18,449,682 31,202,619

22  Attachment 3

Independent Auditors’ Report

To the Board of Directors of Qisda Corporation:

Opinion

We have audited the financial statements of Qisda Corporation (“ the Company”), which comprise the balance sheet as of December 31, 2023 and 2022, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter section), the accompanying parent-company-only financial statements present fairly, in all material respects, the financial position of Qisda Corporation as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, 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 current period. 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.

Key audit matters for Qisda Corporation's parent-company-only financial statements for the year ended December 31, 2023 are stated as follows:

Revenue recognition

Please refer to note 4(p) for the accounting policy on revenue recognition, and note 6(v) for the related disclosures of revenue, respectively, to the parent-company-only financial statements.

Description of key audit matter:

Qisda Corporation recognizes revenue depending on the various trade terms in each individual sale transaction, which are considered to be complex in determining the timing of revenue recognition. Therefore, revenue recognition has been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matters above, our principal audit procedures included performing a sample test on the design and operating effectiveness of Qisda Corporation’ s internal controls over financial reporting related to the sales and collection cycle; assessing whether revenue is recognized based on the trade terms with customers through reviewing the related sales contracts or other trade documents; performing a sample test on the sales transactions that took place before and after the balance sheet date to determine when the performance obligation has been satisfied by transferring control over the goods to a customer to assess the accuracy of the timing of revenue recognition; reviewing and analyzing the reason for significant sales returns and allowances that took place after the balance sheet date to access the reasonableness of the related accrued sales returns and allowances.

Attachment 3  23

2. Valuation of inventories

Please refer to note 4(g) for the inventory accounting policy, note 5(a) for estimation uncertainty of inventory valuation, and note 6(f) for the related inventory write-down disclosures, respectively, to the parent- company-only financial statements.

Description of key audit matter:

Inventories are measured at the lower of cost and net realizable value. Due to the rapid technological innovations and highly competitive environments in the electronic industry which the Company is engaged in, the life cycle of certain electronic products are short and their market prices fluctuate rapidly, which could possibly result in a price decline and obsolescence of inventory, wherein the inventory cost may exceed its net realizable value. Therefore, the valuation of inventories has been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included reviewing the inventory of aging report and analyzing the fluctuation of inventory aging; selecting samples to verify the accuracy of the net realizable value of inventories and inventory aging report prepared by Qisda Corporation; evaluating whether valuation of inventories was accounted for in accordance with Qisda Corporation’ s accounting policies; and assessing the reasonableness of management’s accounting policies on inventory provisions.

3. Assessment of impairment of goodwill from investments in subsidiaries

Please refer to note 4(n) for the accounting policy on impairment of non-financial assets, note 5(b) for the estimation uncertainty of impairment of goodwill, and note 6(g) for the related disclosures of goodwill impairment test, respectively, to the parent-company-only financial statements.

Description of key audit matter:

Goodwill arising from acquisition of subsidiaries, which are included in the carrying amount of investments accounted for using the equity method, is subject to impairment test annually or at the time there are indications that goodwill may have been impaired. The assessment of the recoverable amount of goodwill involves management’s judgment and estimation. Accordingly, the assessment of impairment of goodwill has been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included obtaining the assessment of goodwill impairment provided by the management; assessing the appropriateness of the valuation model and key assumptions, including the discount rate, expected sales growth rate and future cash flow projections, used by the management in measuring the recoverable amount; performing a sensitivity analysis to assess the impact of variation in key assumptions; and assessing the adequacy of Qisda Corporation’s disclosures with respect to evaluation of goodwill impairment.

Other Matter

We did not audit the financial statements of certain investees accounted for using the equity method of Qisda Corporation. Those financial statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for those investees, is based solely on the report of other auditors. Those investments accounted for using the equity method amounted to NT$1,554,960 thousand and NT$2,221,412 thousand, respectively, constituting 1.55% and 2.27%, respectively, of the total assets as of December 31, 2023 and 2022, and the related shares of profit of subsidiaries amounted to NT$48,820 thousand and NT$369,922 thousand, respectively, constituting 1.64% and 4.41%, respectively, of the total income before income tax for the years ended December 31, 2023 and 2022.

24  Attachment 3

Responsibilities of Management and Those Charged with Governance for the Parent-CompanyOnly 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 that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including members of the Audit Committee) are responsible for overseeing Qisda Corporation’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. 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 Qisda Corporation’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Qisda Corporation’ s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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 auditors’ report. However, future events or conditions may cause Qisda Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the disclosures, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Attachment 3  25

Obtain sufficient appropriate audit evidence regarding the financial information of the investees accounted for using the equity method to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

The engagement partners on the audit resulting in this independent auditors’ report are Chang, HueiChen and Shih, Wei-Ming.

KPMG

Taipei, Taiwan (Republic of China) March 5, 2024

Notes to Readers

The accompanying parent-company-onlyparent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parentcompany-onlyparent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying parent-company-onlyparent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parentcompany-onlyparent company only financial statements, the Chinese version shall prevail.

26  Attachment 3

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

QISDA CORPORATION

Parent - Company - Only Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2023 Amount � $ 2,532,956 3 133,486 - 8,920,059 9 14,112,765 14 5,160 - 6,717 - 6,199,272 6 50,532 - 31,960,947 32 9,709,736 10 55,698,948 55 2,021,479 2 343,637 - 105,934 - 197,775 - 467,359 1 20,593 - 38,566 - 68,604,027 68	December 31,	2022
Amount $ 2,532,956 133,486 8,920,059 14,112,765 5,160 6,717 6,199,272 50,532 31,960,947 9,709,736 55,698,948 2,021,479 343,637 105,934 197,775 467,359 20,593 38,566 68,604,027	Amount 1,442,156 9,010 10,091,112 11,574,537 34,219 10,007 6,529,066 78,253 29,768,360 8,182,595 56,382,005 2,106,101 435,611 131,879 213,195 502,513 20,407 71,959 68,046,265	�
		1 - 10 12 - - 7 -
		30
		8 58 2 1 - - 1 - -
		70

$ 100,564,974 100 97,814,625 100

Total assets

Attachment 3  27

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

QISDA CORPORATION

Parent - Company - Only Balance Sheets December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2023 Amount � $ 6,500,000 6 - - 781,653 1 1,757,130 2 24,571,162 24 2,400,945 2 107,814 - 525,193 1 139,704 - 16,426 - 70,427 - 1,489,929 2 38,360,383 38 2,996,090 3 21,405,611 21 370,048 1 82,994 - 15,548 - 276,942 - 25,147,233 25 63,507,616 63 19,667,820 19 1,983,975 2 18,793,317 19 (3,387,754) (3) 37,057,358 37 $ 100,564,974 100	December 31,	2022
Amount $ 6,500,000 - 781,653 1,757,130 24,571,162 2,400,945 107,814 525,193 139,704 16,426 70,427 1,489,929 38,360,383 2,996,090 21,405,611 370,048 82,994 15,548 276,942 25,147,233 63,507,616 19,667,820 1,983,975 18,793,317 (3,387,754) 37,057,358 $ 100,564,974	Amount 1,870,000 13,030 702,353 870,439 17,825,473 2,233,938 296,698 739,399 137,022 23,769 68,274 1,677,520 26,457,915 2,995,015 26,760,509 500,255 83,801 - 290,816 30,630,396 57,088,311 19,667,820 1,949,409 24,185,472 (5,076,387) 40,726,314 97,814,625	�
		2 - 1 1 18 2 - 1 - - - 2
		27
		3 27 1 - - -
		31
		58
		20 2 25 (5)
		42
		100

28  Attachment 3

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

QISDA CORPORATION

Parent-Company-Only Statements of Comprehensive Income For the years ended December 31, 2023 and 2022

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

2023	2022
Amount $ 75,425,479 (71,847,173) 3,578,306 (37,090) 3,541,216 (1,175,798) (819,338) (2,267,941) 12,981 (4,250,096) (708,880) 99,692 598,674 284,821 (668,058) 3,375,451 3,690,580 2,981,700 (5,967) 2,975,733 1,840 1,466,613 674,731 - 2,143,184 (198,384) - (198,384) 1,944,800 $ 4,920,533 $	Amount 101,928,525 (96,586,328) 5,342,197 (414,630) 4,927,567 (1,353,193) (953,419) (2,464,509) (17,329) (4,788,450) 139,117 20,696 827,300 (586,496) (553,068) 8,538,228 8,246,660 8,385,777 (133,847) 8,251,930 127,921 (5,899,090) (980,562) - (6,751,731) 2,598,267 - 2,598,267 (4,153,464) 4,098,466	�
		100 (95)
		5 -
		5
		(1) (1) (3) -
		(5)
		-
		- 1 (1) - 8
		8
		8 -
		8
		- (6) (1) -
		(7)
		3 -
		3
		(4)
		4
		4.20
$		4.14

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

QISDA CORPORATION

Parent-Company-Only Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Common stock	Capital surplus		Retained earnings	Retained earnings			Total other equity interest	Total other equity interest		Total equity
		Legal reserve	Special reserve	Unappropriated earnings	Total retained earnings	Foreign currency translation differences	Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income	Remeasurements of defined benefitplans	Total other equity interest
$ 19,667,820	1,844,310	2,639,376	1,264,645	16,873,494	20,777,515	(1,723,237)	1,378,567	(488,552)	(833,222)	41,456,423
- -	- -	- -	- -	8,251,930 -	8,251,930 -	- 2,598,267	- (6,952,755)	- 201,024	- (4,153,464)	8,251,930 (4,153,464)
-	-	-	-	8,251,930	8,251,930	2,598,267	(6,952,755)	201,024	(4,153,464)	4,098,466
- - - - - - -	- - - 101,703 - - 3,396	798,486 - - - - - -	- (431,423) - - - - -	(798,486) 431,423 (4,916,955) - (16,719) 89,701 -	- - (4,916,955) - (16,719) 89,701 -	- - - - - - -	- - - - - (89,701) -	- - - - - - -	- - - - - (89,701) -	- - (4,916,955) 101,703 (16,719) - 3,396
19,667,820 - -	1,949,409 - -	3,437,862 - -	833,222 - -	19,914,388 2,975,733 -	24,185,472 2,975,733 -	875,030 - (198,384)	(5,663,889) - 2,138,796	(287,528) - 4,388	(5,076,387) - 1,944,800	40,726,314 2,975,733 1,944,800
-	-	-	-	2,975,733	2,975,733	(198,384)	2,138,796	4,388	1,944,800	4,920,533
- - - - - - - -	- - - 30,238 1 - 4,252 75	832,491 - - - - - - -	- 4,243,165 - - - - - -	(832,491) (4,243,165) (3,933,564) - (4,690,491) 256,167 - -	- - (3,933,564) - (4,690,491) 256,167 - -	- - - - - - - -	- - - - - (256,167) - -	- - - - - - - -	- - - - - (256,167) - -	- - (3,933,564) 30,238 (4,690,490) - 4,252 75
$ 19,667,820	1,983,975	4,270,353	5,076,387	9,446,577	18,793,317	676,646	(3,781,260)	(283,140)	(3,387,754)	37,057,358

30  Attachment 3

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

QISDA CORPORATION

Parent-Company-Only Statements of Cash Flows For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Income before income tax Adjustments for: Adjustments to reconcile profit or loss: Depreciation Amortization Expected credit loss (gain on reversal of impairment loss) Interest expense Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures Loss (gain) on disposal of property, plant and equipment Gain on disposal of investments Unrealized gross profit on sales to subsidiaries, associates and joint ventures Total adjustments for profit or loss Changes in operating assets and liabilities: Changes in operating assets: Decrease (increase) in financial assets at fair value through profit or loss Decrease (increase) in notes and accounts receivable Decrease in notes and accounts receivable from related parties Decrease (increase) in other receivable Increase in other receivable from related parties Increase in inventories Decrease in other current assets Increase in other non-current assets Net changes in operating assets Changes in operating liabilities: Increase (decrease) in financial liabilities at fair value through profit or loss Increase (decrease) in notes and accounts payable Increase (decrease) in accounts payable to related parties Decrease in other payable to related parties Increase in provisions Increase in contract liabilities Increase (decrease) in other payables and other current liabilities Increase (decrease) in other non-current liabilities Net changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash provided by (used in) operations Interest received Dividends received Interest paid Income taxes paid Net cash provided by (used in) operating activities	2023 $ 2,981,700 323,585 67,774 (12,981) 668,058 (99,692) (437,858) (3,375,451) (2,379) (273,124) 37,090 (3,104,978) (28,350) 1,184,034 (2,538,228) 29,059 3,290 329,794 36,329 (9,701) (993,773) (13,030) 886,691 6,745,689 - (8,150) 79,300 (660,335) (12,034) 7,018,131 6,024,358 2,919,380 5,901,080 99,692 8,441,851 (653,640) (144,149) 13,644,834	2022
		8,385,777 281,559 64,958 17,329 553,068 (20,696) (667,761) (8,538,228) (1,582) - 414,630 (7,896,723) (1,392) (2,772,906) 1,227,980 55,483 (5,828) (656,685) 10,895 - (2,142,453) (7,345) (637,887) (5,764,319) (725) 762 146,045 (64,687) (24,350) (6,352,506) (8,494,959) (16,391,682) (8,005,905) 20,696 3,934,787 (542,668) (45,305) (4,638,395)

Attachment 3  31

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

QISDA CORPORATION

Parent-Company-Only Statements of Cash Flows (Continued) For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets designated at fair value through profit or loss Purchase of investments accounted for using equity method Proceeds from capital reduction of investments accounted for using equity method Proceeds from disposal of non-current assets held for sale Additions to property, plant and equipment Proceeds from disposal of property, plant and equipment Additions to intangible assets Decrease (increase) in other financial assets Net cash provided by (used in) investing activities Cash flows from financing activities: Decrease in short-term borrowings Increase in long-term debt Repayments of long-term debt Payment of lease liabilities Cash dividends distributed to shareholders Proceeds from issuing bonds Proceeds from disposal of forfeited employee stock managed by an employee ownership trust Interest paid Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	2023 (60,528) - (96,126) (7,613,201) - 348,803 (157,079) 3,259 (15,906) 33,393 (7,557,385) 4,630,000 30,964,413 (36,524,399) (137,426) (3,933,564) - 4,252 75 (4,996,649) 1,090,800 1,442,156 $ 2,532,956	2022 (155,170) 1,327,197 - (796,210) 2,196,615 - (341,638) 2,014 (21,393) 204,941 2,416,356 (1,547,200) 24,190,000 (17,728,282) (125,831) (4,916,955) 2,994,473 3,396 - 2,869,601 647,562 794,594 1,442,156

32  Attachment 4

2023 Earnings Distribution Proposal

Unit: NT$

Net income of 2023 Less: Provisioned as Legal reserve Add: Reversal of Special Reserve Retained earnings available for distribution in 2023 Add: Unappropriated retained earnings from previous years Add: Disposal of financial assets measured at fair value through other comprehensive income by investment accounted for using the equity Less: Difference between consideration and carrying amount arising from acquisition or disposal of shares in subsidiaries Retained earnings available for distribution as of December 31, 2023 Distributable Items: Cash Dividend（NT$1,200 for every 1,000 common shares） Unappropriated retained earnings after earnings distribution	2,975,732,897 0 1,688,633,610
	4,664,366,507
	10,905,168,033 256,167,275 (4,690,491,956)
	11,135,209,859
	(2,360,138,350)
	8,775,071,509

Note:

The cash dividend distribution to each shareholder will be paid to the rounded-down full NT dollar. Amounts less than one whole NT dollar are rounded-down to the nearest NT dollar. The aggregate unpaid cash dividend resulting from the above rounded-down, will be distributed to shareholders in the descending order of decimal point and the ascending order of shareholder account numbers, until the total amount of the approved cash dividend has been fully distributed.

Attachment 5  33

Qisda Corporation

Terms and Conditions for Issuance of Overseas or Domestic Convertible Bonds in Private Placement (Tentative)

1. Issuer

Qisda Corporation (“Issuer” or “Qisda”).

2. Issuance Size

The Board of Directors (“Board”) is authorized, within the limit of 195,000,000 common shares and preferred shares to issue new common shares for cash to sponsor issuance of the overseas depositary shares (“DRs”) and/or issue new common shares for cash in public offering and/or issue new preferred shares for cash in public offering and/or issue new common shares in private placement and/or issue overseas or domestic convertible bonds in private placement (“Private Placement CB”). For issuance of Private Placement CB, the number of common shares to be converted within the limit of 195,000,000 common shares shall be calculated in accordance with the conversion price determined at the time of issuance of Private Placement CB.

3. Issuance Date

The Private Placement CB will be issued in one tranche within one year after the 2024 annual general shareholders’ meeting.

4. Issuance Method

The Private Placement CB will be issued in accordance with Article 43-6 of the Securities and Exchange Act and the regulations of the jurisdiction where the Private Placement CB is issued. The investors subscribing to the Private Placement CB must meet the qualifications listed in Article 43-6 of the Securities and Exchange Act and are limited to strategic investor(s). Priority will be given to the investor(s) who could benefit the Company's long-term development, competitiveness, and existing shareholders' rights. The Board is fully authorized to determine the specific investor(s). The purpose, necessity and projected benefits for having strategic investor(s) are to accommodate the Company’s operation and development needs to have the strategic investor(s) to assist the Company, directly or indirectly, in its finance, business, manufacturing, technology, procurement, management, and strategy development, etc. so to strengthen the Company’s competitiveness and enhance its operational efficiency and long-term development.

5. Form, Denomination and Issuance Price

The Private Placement CB will be issued in registered form in denomination of US$10,000 or multiples thereof or NT$100,000 or multiples thereof and the issue price shall be no less than 80% of the theoretical price.

6. Coupon Rate

To be determined by the Board based on the dynamics of the financial market.

7. Term

The term of the Private Placement CB shall not exceed seven years.

8. Redemption

Unless previously redeemed, converted, or purchased and cancelled, the Private Placement CB will be redeemed by the Issuer at the maturity date in cash at a price equal to the par value or the par value plus interest.

34  Attachment 5

9. Conversion Securities

The Private Placement CB will be convertible into Qisda’s common shares.

10. Conversion

(1) Conversion Period:

Unless previously redeemed, purchased, cancelled or converted, except during the closed period the holders are not permitted to convert under the Indenture, a holder of the Private Placement CB may request the Issuer to convert the Private Placement CB into Qisda’s common shares at any time after a designated period of time following the issuance date of the Private Placement CB and until certain days prior to the maturity date in accordance with applicable rules and regulations and terms of the Indenture.

(2) Conversion Procedure:

To exercise the relevant conversion rights attached to the Private Placement CB, the holder thereof must deposit with the Issuer a notice of conversion together with the Private Placement CB and any other documents or certificates required by R.O.C. laws.

(3) Conversion Price Determination:

The conversion price of the Private Placement CB shall be no less than 80% of (x) the simple average closing price of the Issuer’s common shares for either 1, 3 or 5 trading days prior to the pricing date, after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, or (y) the simple average closing price of the Issuer’s common shares for 30 trading days prior to the pricing date, after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends. It is proposed for the shareholders meeting to authorize the Board to determine and adjust the actual conversion price in accordance with applicable rules and regulations.

(4) Dividend Entitlement at Conversion

Prior to conversion of the Private Placement CB, holders are not entitled to receive any dividend distribution. Following the conversion of the Private Placement CB, the rights to receive dividend payments will be the same as the other common shareholders of the Issuer.

(5) Rights and Obligations after Conversion

Except that the Private Placement CB is subject to a three-year holding period after the delivery date of the Private Placement CB under Article 43-8 of the Securities and

Exchange Act, the new common shares to be issued upon conversion of Private Placement CB will have the same rights and obligations as the common shares.

Early Redemption at the Option of the Issuer

To be determined by the Board.

12. Holders’ Put Option

The Issuer may elect not to grant holders’ put option, or after expiry of a designated period following issuance of the Private Placement CB, holders may require the Issuer to redeem all or part of the Private Placement CB at a price that would result in certain annual yield on the Private Placement CB.

13. Others

The Board is authorized to determine and amend, at its sole discretion, the terms and conditions of the Private Placement CB and other matters which are not addressed herein.

Attachment 6  35

List of non-competition restrictions on current-elected directors and their representatives proposed to be lifted

Dierctor	Released restriction items
AU Optronics Corp.	- Director, AUO Power Corp.
Shuang-Lang (Paul) Peng, Representative of AU Optronics Corp.	- Chairman, ENNOSTAR Inc. - Chairman, AUO Digitech Taiwan Inc. - Director, AUO Megainsight(Xiamen) Co., Ltd. - Director, AUO MegaInsight(Suzhou) Co., Ltd. - Director, Edgetech Data Technologies (Suzhou) Corp., Ltd.
Lo-Yu (Charles) Yen	- Director, Scientific Taiwan Co.,Ltd
Shu-Chun Huang	- Independent Director, Zero One Technology Co., Ltd. - Director, AURAS TECHNOLOGY CO., LTD.

36  Appendix 1

Rules and Procedures for Shareholders’ Meeting

Enacted on May 15, 1990 The 1st amendment was made on June 19, 1993. The 2nd amendment was made on April 16, 1998. The 3nd amendment was made on May 29, 2023.

Qisda Corporation (the “Company”) shall convene the shareholders’ meeting in accordance with these Rules of Procedures (the “Rules”)
Shareholders or their proxies attending the shareholders’ meeting (the “Meeting”) shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders or their proxies attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders or their proxies plus the number of shares exercised by correspondence or electronic means.
The attendance and the voting shall be calculated based on the number of shares represented by the shareholders attending the shareholders’ meeting.
The venue for a shareholders meeting shall be the premises of the Corporation, 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.The restrictions on the place of the meeting shall not apply when the Corporation convenes a virtual-only shareholders meeting.
The Chairman of the Company shall preside as the chairperson at a shareholders’ meeting if the meeting is convened by the Board of the Directors of the Company. In the situation where the Chairman is on leave or unavailable to perform his or her duty and power for any cause, the Vice Chairman of the Company shall act as the chairperson for the meeting. In the situation where there is no vice chairman or the Vice Chairman of the Company is on leave or unavailable to perform his or her duty and power for any cause, the Chairman shall designate a Managing Director to act as the chairperson on his or her behalf. In the situation where there is no managing director, the Chairman shall designate one Director from the Board of Directors to act as the chairperson for the meeting. In the absence of such designation, the Managing Directors or Directors of the Board shall elect one from among themselves an acting chairperson for the shareholders’ meeting.

Where the shareholders’ meeting is convened by a person who is entitled to convene the meeting but is not a member of the Board of Directors, such person shall perform the duty as the chairperson for the shareholders’ meeting. In the situation where there are two or more people who are entitled to convene the meeting, a chairperson shall be elected from among themselves.

5-1. To convene a virtual shareholders meeting, the Corporation shall include the follow particulars in the shareholders meeting notice:
(1) How shareholders attend the virtual meeting and exercise their rights.
(2) Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
- A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
- B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
- C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

Appendix 1  37

  - D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

(3) To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholder meeting online shall be specified.
The Company may appoint its lawyers, accountants or any other people relevant to the meeting to be present at the shareholders’ meeting.
The supporting staff for the proceeding of a shareholders’ meeting shall wear an identification badge or armband.
The Corporation shall make an uninterrupted audio and video recording of the proceedings of the shareholders meeting, and the recorded materials of the preceding paragraph shall be retained for at least one year.
Where a shareholders meeting is held online, the Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The audio and video recording shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
The chairperson of a shareholders’ meeting shall call the meeting to order at the time when the meeting is scheduled to commence. If the number of shares represented by the attending shareholders has not yet constituted more than an aggregate of one-half of the total outstanding shares issued, the chairperson may postpone the time for the meeting. The postponements shall only reach two times at most, and the meeting shall not be postponed for more than one hour in total. If after two postponements the shares represented by attending shareholders has not reached the quorum but has constituted more than one third of the total of outstanding shares issued, a tentative resolution may be passed in accordance with the Article 175-1 of the Company Act. Before the end of such meeting, if the shares represented by the attending shareholders has constituted more than one half of the total of outstanding shares issued, the chairperson may bring the already passed resolution for voting again in accordance with the Article 174 of the Company Act.
The agenda of a shareholders’ meeting shall be established by the Board of Directors if the meeting is convened by the Board of Directors of the Company. Unless otherwise approved in the shareholders’ meeting, the meeting shall proceed in accordance with the pre-arranged agenda.

The preceding paragraph applies in the situation where a shareholders’ meeting is convened by a person, other than a member of the Board of Directors, entitled to convene such a meeting.

Unless otherwise resolved at the shareholders’ meeting, the chairperson shall not announce adjournment until the agenda prescribed in the preceding two paragraphs (including extraordinary motions) are resolved.

After the meeting is adjourned, shareholders shall not elect a chairperson and resume the meeting at the same or another venue.

In the situation where the chairperson adjourns the meeting in violation of the Rules, a new chairperson may be elected by more than half of the votes from the shares represented by the attending shareholders so that the meeting is able to be continued.

When a shareholder attending a shareholders’ meeting wishes to speak, he or she should fill out a speech note with a summary of the speech, shareholder’s account number (or the number of attendance card) and the account name of the shareholder in advance. The sequence of speeches shall be determined by the chairperson.
If any attending shareholder at the shareholders’ meeting submits a speech note but does not speak, no speech shall be deemed to have been made by such shareholder. In case content of the speech of a shareholder are inconsistent with the content of the speech note, the content of actual speech shall be considered.

The speech of a shareholder shall remain concrete, clear, and relevant to the agenda otherwise the chairperson may stop the speech of such shareholder.

Unless otherwise permitted by the chairperson and the speaking shareholder, no shareholder shall interrupt the speech of other shareholders. The chairperson shall stop such interruption.

38  Appendix 1

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 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
Shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words.
A corporate shareholder should only appoint one person as its representative to attend a shareholders’ meeting.
In the situation where a corporate shareholder has appointed two or more representatives to attend the shareholders’ meeting, an appointment letter shall be provided and only one representative can speak for each agenda item.
After the speech of a shareholder, the chairperson may make responses by him or herself or appoint an appropriate person to respond.
The chairperson may announce end of discussion of an item listed in the agenda and submit the item for voting if the chairperson deems that the item is ready for voting.
With respect to the voting of each proposal, the people who conduct ballot examination and counting shall be designated by the chairperson. At the same time, the ballot examiners also have to be shareholders.
The result of each vote shall be announced at the meeting immediately and shall be recorded into the minute.
Except as otherwise provided in the Company Act and in this Corporation's 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 voting, if there is no objection after consultation by the chairman, it is deemed to be passed, and its effect is the same as voting by ballot.
When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

In the case of an amendment or alternative to an original proposal, the chairperson shall decide on the order of voting together with the original proposal. However, if one of such proposals has been approved, the others shall be deemed overruled and no further vote is required.
The chairperson may request picketers (or security guards) to assist in maintaining the order at the meeting venue. Members of the picket (or security guards) shall wear armbands with the word "Picket" when maintaining the order at the meeting venue.
In case of incident due to force majeure, the chair may rule the meeting temporarily suspended or resume the meeting at another venue.
Matters not stipulated in the rules shall be handled in accordance with the provisions of the Company Act, the Articles of Incorporation of the Company, and any other related acts.
The Rules and any amendment shall take effect after being approved at the shareholders’ meeting.

Appendix 2  39

Articles of Incorporation

Chapter 1 General Provisions

Article 1 The Company is organized in accordance with the Company Act of R.O.C. and named Qisda Corporation (the "Company"). The Company Name in English shall be Qisda Corporation.
Article 2 The lines of business of the Company shall include the following:
1 、CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing
2 、CC01110 Computers and Computing Peripheral Equipment Manufacturing
3 、CC01070 Telecommunication Equipment and Apparatus Manufacturing
4 、CC01101 Retrained Telecom Radio Frequency Equipment and Materials Manufacturing
5 、CC01040 Lighting Facilities Manufacturing
6 、CF01011 Medical Materials and Equipment Manufacturing
7 、F108031 Wholesale of Drugs, Medical Goods
8 、F208031 Retail Sale of Medical Equipment
9 、F401010 International Trade
10 、CB01010 Mechanical Equipment Manufacturing
11 、CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
12 、CD01060 Aircraft and Parts Manufacturing
13 、ZZ99999 All business items that are not prohibited or restricted by law, except those are subject to special approval
Article 3 The head office of the Company is located in Taoyuan, Taiwan. The Company may, as approved by the resolution of the Board of Directors, set up branch offices or factories in compliance with applicable laws and regulations in Taiwan or abroad when necessary.
Article 4 The Company may, in line with its business needs, provide guarantees externally. The total amount of the Company's investment is not subject to the restriction of Article 13 of the Company Act.

Chapter 2 Shares

Article 5 The total capital of the Company is Fifty Billion New Taiwan Dollars (NT$50,000,000,000), divided into Five Billion (5,000,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) each. The Board of Directors is authorized to issue in installments. The Company may issue preferred shares amount the above total capital and a total of 200,000,000 shares among the above total capital stock should be reserved for issuing employee stock options. The Company may issue employee stock options at a price that is lower than the market price or the Company may transfer treasury stock to employees at a price that is lower than the average actual share repurchase price pursuant to a resolution approved by the majority (at least 50%) of total issued shares represented at the shareholders’ meeting and the consent of more than two-thirds of the attending shareholders’ voting rights.
Article 5-1 (Cancel)
Article 5-2 Regarding the Shares purchased by the Company pursuant to Securities and Exchange Act, the transferee shall include certain qualified employees of the Company’s Subsidiaries. The recipients of employee stock warrants of the Company shall include certain qualified employees of the Company’s Subsidiaries.
In the issuance of new shares by the Company, the recipients of new shares for subscription shall include certain qualified employees of the Company’s Subsidiaries. In the issuance of restricted employee stock by the Company, the recipients of such shares shall include certain qualified employees of the Company’s Subsidiaries.
Article 5-3 The rights and obligations of the Company’s preferred share and related issuing conditions are as follows:
I. If after the annual closing of books there is a profit, the Company shall, after having provided for taxes and offset the accumulated losses of previous years, appropriate legal reserve and recognize or reverse special reserve return earnings in accordance with Article 16-1 of the Company’s Articles of Incorporation and applicable laws and regulations. If there is a residual amount after provisions are set aside, the residual shall be distributed as the year’s dividend for preferred share first.
Dividend on preferred share is limited to an annual rate of 8%, calculated based on the issuing price of each share. The dividend can be issued in a cash lump sum each year. After the annual shareholders’ meeting recognizes the financial report and earnings distribution, the board of directors shall set a benchmark date to issue the previous year’s dividend. The issuing of the issuing year and the recovery year dividend is based on the

40  Appendix 2

calculation of the current year’s actual issuing days. The issuing date is defined as the benchmark date to issue the preferred share.

The Company’s preferred share dividend distribution has autonomous discretion. If this Company’s annual final account shows no earnings or the earnings are insufficient for distribution, the preferred share dividend or others must be considered. If the shareholder’s meeting decides not to distribute preferred share dividend, this is not a violation of the contract. If the issued preferred share is of the non-cumulative type, and the resolution is not to distribution or to distribute insufficient dividend, this is not accumulated as deferred payment in future earnings years.
In addition to receiving dividend described in Item one, the holder of preferred share shall not participate in the distribution of common share earnings, capital reserve for cash, and capitalization.
The holder of this Company’s preferred share has priority over holders of common share in the distribution of this Company’s remaining asset. Holders of preferred share also have the same payment priority sequence as the holder of other preferred share issued by the Company, and are only second to ordinary creditors. However, this is limited to the amount calculated based on the number of circulating preferred share and the issuing price.
The holders of preferred share do not have voting or election rights in the shareholder’s meeting. However, holders of preferred share have voting rights in the preferred share shareholder’s meeting and regarding issues in the shareholders’ meeting that is related to the rights and obligations of preferred shareholders.
Preferred share cannot be converted to common share.
Preferred share has no expiration date. Holders of preferred stock cannot request this Company to buy back their preferred share. However, the Company can buy back part or all preferred share on the following day of the five-year anniversary of the issuing based on the actual issuing price. The unrecovered preferred share will continue to have the aforementioned issuing conditions and rights and obligations. If the Company decides to issue dividend for the current year, the dividend that should be issued up to the recovery date shall be calculated according to the current year’s actual number of issuing days.
The paid-in-capital that the preferred share premium is issued from shall not be used for capitalization during the preferred share issuing period other than to make up for losses.
I0. The Board is authorized to determine the name, issuance date and terms of the preferred share in accordance with market conditions and investors’ expectation, in accordance with the Company’s Articles of Incorporation and applicable laws and regulations.
Article 6 The Company may, pursuant to the applicable laws and regulations, deliver shares or other securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities.
Article 7 Registration for transfer of shares shall be suspended for a period of sixty days before the convention of an annual general meeting of shareholders, thirty days before an extraordinary general meeting of shareholders, or within five days before the base date on which the dividends, bonuses, or other interests to be paid out by the Company.

Chapter 3 Shareholders' Meetings

Article 8 Shareholders' meeting shall be of two types, namely the annual and extraordinary general meeting of shareholders, with the former convened by the Board of Directors, in accordance with the law, regularly once a year within six months after the close of each fiscal year, and the later convened, in accordance with the law, when necessary.
The preferred shareholders’ meeting may be convened when it deemed necessary in accordance with applicable laws and regulations.
The company's shareholders' meeting is held, it may be held by means of visual communication network or other methods promulgated by the central competent authority
Article 9 Unless otherwise provided in applicable law and regulations, a resolution shall be adopted at a meeting attended by the shareholders holding and representing a majority of the total issued and outstanding shares and at which meeting a majority of the attending shareholders shall vote in favor of the resolution. In case a shareholder is unable to attend a shareholders' meeting, such shareholder may issue a proxy in the form issued by the Company, setting forth the scope of authorization by signing and affixing such shareholder's seal on the proxy form for the representative to be present on such shareholder's behalf.

Appendix 2  41

Except for trust enterprises or other stock transfer agencies approved by the securities authorities, if a person is designated as proxy by more than two shareholders, any of such person’s voting rights representing in excess of 3% of the total issued and outstanding shares shall not be considered. The relevant matters related to the use and rescission of the proxy shall be conducted in accordance with the Company Act.

Article 10 Directors shall be elected by adopting candidates’ nomination system. In these articles, the directors mean including independent directors.
Each shareholder of the Company is entitled to one vote per share, unless otherwise provided by applicable law or regulation or the preferred share with no voting rights issued by the Company.

Chapter 4 Directors and Audit Committees

Article 11 The Company shall have seven to eleven directors. The term for which a Director will hold office shall be three (3) years. The directors shall be elected from among the list of candidates for directors by the Shareholders’ Meeting and are eligible for re-election. The total shares held by the entire body of either directors shall not be less than a specified percentage in accordance with the regulation prescribed by the Competent Authority. A company shall have at least three Independent Directors. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, methods of nomination and election, and other matters for compliance with respect to Independent Directors shall be followed in accordance with the Rules for election of Directors and relevant laws.
Article 11-1 The Company may take out liability insurance for the directors with respect to the liabilities resulting from exercising their duties during their terms of office. The Board is authorized to determine the compensation for the directors, taking into account the extent and value of the services provided for the Company’s operation and with reference to the standards of local and overseas industry.
Article 11-2 The Company shall set up the Audit Committee organized by all of the independent directors in accordance with the Securities and Exchange Act. The composition of the audit committee, duties, rules of meeting procedure and other compliance matters shall comply with the regulations prescribed by the securities supervisory authorities
Article 12 The Board of Directors is organized by directors. The Chairman of the Board of Directors shall be elected from among the attending directors by a majority vote and with the attendance over two thirds of the seats in a meeting of the Board of Directors. As necessary, a Vice Chairman may be elected among the attending directors in the same manner. The Chairman of the Board shall externally have the authority to represent the Company.
Article 13 In case the Chairman of the Board asks for leave or for other reason cannot exercise his power and authority, he may appoint another director to represent him by proxy in accordance with Article 208 of the Company Act. Where a director is unable to attend a meeting of the Board, he may appoint another director to represent him by proxy. Each director may act as a proxy for one other director only. The meeting of the Board of Directors shall be convened in accordance with the Company Act. In calling a meeting of the Board of Directors, a notice may be given to each director by means of electronic mail or facsimile.

Chapter 5 Managerial Officer

Article 14 The Company may appoint a multiple number of managerial officers whose appointment, dismissal and compensations shall be conducted in accordance with the Company Act.

Chapter 6 Accounting

Article 15 After the close of each fiscal year, the Board of Directors shall provide and submit the following reports to the shareholders' meeting for acceptance in accordance with the legal procedures.
1.Business Report 2.Financial Statement 3.Proposals regarding earning distribution or loss offsetting
It shall be not later than the 30th day prior to the ordinary shareholders meeting and the Audit Committee submit the report to the shareholders at the ordinary shareholders meeting for their acceptance.
Article 16 The Company, if profitable in the year, shall set aside 5~20% of the profit as compensation for the employees and no higher than 1% as remuneration for the directors. However, the Company, when accumulated losses remain on the account, shall reserve a portion of its earnings to offset the losses first.

42  Appendix 2

The Company may allocate employees’ remuneration prescribed in the preceding paragraph in the form of stock or cash to employees of an affiliated company meeting certain conditions. The Board or the person duly designated by the Board is authorized to decide the conditions and allocation method.

Article 16-1 If after the annual closing of books there is a profit, the Company shall, after having provided for taxes and offset the accumulated losses of previous years, appropriate the 10% legal reserve and recognize or reverse special reserve return earnings in accordance with laws and regulations.
The Board may set aside certain percentage of the proposal for retained earnings distribution. Where there is remainder balance, together with the undistributed profits of previous years, as the earnings available for distributing to common and preferred shareholders, the Board shall propose the earnings distribution plan and submit to the Shareholders’ Meeting for approval by resolution before the distribution. The rights, obligations and distribution sequence of the Company’s preferred share is executed in accordance with the Company’s Articles of Incorporation and applicable laws and regulations.
Where the aforesaid earnings distribution plan or dividend on preferred share is performed by means of cash dividends, it is proposed the Board of Directors be authorized for resolution. The resolution thereof shall be reported in the Shareholders’ Meeting.
Article 16-2 The Company may distribute new shares or cash by way of legal reserve or capital reserve in accordance with Article 241 of the Company Act.
Where the means of cash is performed in the preceding paragraph, it is proposed the Board of Directors be authorized for resolution. The resolution thereof shall be reported in the Shareholders’ Meeting.
Article 17 The Company is in a technology-intensive and capital-intensive technology industry at a developing stage coordinating with long-term capital planning and taking into account the shareholders’ cash flow requirement, the Company's dividend policy is to pay dividends from surplus considering factors to improve the growth and sustainable operation of the Company.
Dividend distribution is to consider the expanding the scale of operations and cash flow requirements in the future. When the Company has a profit at the end of each fiscal year and the retained earnings available for distribution of the current year reaches 2% of the paid in capital of the Company, no less than 10% of the retained earnings available for distribution of the current year shall be distributed as dividend. Every year the cash portion of the dividend shall not be less than 10% of the total dividend in the form of cash and stock.

Chapter 7 Supplementary Provisions

Article 18 With regard to the matters not provided for in these Articles of Incorporations, the Company Act shall govern.
Article 19 These Articles of Incorporation were enacted on March 23, 1984, and amended on March 29, 1984 for the first time, amended on April 1, 1984 for the second time, amended on November 5, 1984 for the third time, amended on October 16, 1986 for the forth time, amended on May 10, 1987 for the fifth time, amended on June 19, 1987 for the sixth time, amended on March 24, 1989 for the seventh time,

…………………………………….

……………………………………. amended on June 15, 2016 for the Fortieth time, amended on June 21, 2019 for the Forty-first time. amended on June 19, 2020 for the Forty-second time. amended on August 27, 2021 for the forty-third time. amended on May 30, 2022 for the forty-four time. amended on May 29, 2023 for the forty-fifth time.

Appendix 3 / Appendix 4  43

Appendix 3:

Shareholding of Directors

The Company has issued capital of the Company is NT$19,667,819,580 representing 1,966,781,958 common shares. According to Article 26 of the Securities and Exchange Act, the minimum number of shares that shall be held by all directors of the company is 47,202,766.

As of March 31, 2024, the number of shares held by all directors is 236,873,048 shares. The actual collective shareholding of directors was shown as below:

Title Name	No. of ShareholdingShareholding%
Chairman Chi-Hong (Peter) Chen Director AU Optronics Corp. (Representative: Shuang-Lang (Paul) Peng) Director AU Optronics Corp. (Representative: James CP Chen) Director BenQ Foundation (Representative: Han-Chou (Joe) Huang) Independent Director Lo-Yu (Charles) Yen Independent Director Jyuo-Min Shyu Independent Director Liang-Gee Chen Independent Director Chiu-Lien Lin Independent Director Shu-Chun Huang	1,034,455 0.05 235,230,510 11.96 235,230,510 11.96 608,083 0.03 - - - - - - - - - -
Total	236,873,048 12.04

Title
Name

No. of ShareholdingShareholding%

Chairman
Chi-Hong (Peter) Chen
Director
AU Optronics Corp.
(Representative: Shuang-Lang (Paul) Peng)
Director
AU Optronics Corp.
(Representative: James CP Chen)
Director
BenQ Foundation
(Representative: Han-Chou (Joe) Huang)
Independent Director
Lo-Yu (Charles) Yen
Independent Director
Jyuo-Min Shyu
Independent Director
Liang-Gee Chen
Independent Director
Chiu-Lien Lin
Independent Director
Shu-Chun Huang

1,034,455
0.05
235,230,510
11.96
235,230,510
11.96
608,083
0.03
-
-
-
-
-
-
-
-
-
-

Total

236,873,048
12.04

Appendix 4:

Influence of Proposed Stock Dividend Distribution upon 2023 Operating Performance, Earnings Per Share, and Return on Investment

Not applicable because the Company’s Board of Directors did not propose stock dividend distribution for the year of 2023.

AI assistant

Qisda — AGM Information 2024

52023_rns_2024-06-17_507841b9-13af-413b-bcb1-fb9e5315cde9.pdf

Qisda Corporation

2024 Annual General Shareholders’ Meeting

Agenda

I. Report Items

II. Recognition and Discussion Items

I. Report Items

1. To report the business of 2023

2. Audit Committee’s Review Report

3. To report the distribution of employees’ and directors’ remuneration of 2023

4. To report the cash dividend distribution of 2023 earnings

5. To report the issuance of securities in private placement

6. To report the implementation of 1st Domestic Secured Corporate Bond in 2022

II. Recognition and Discussion Items

1. To recognize 2023 Financial Statements and Business Report (proposed by the Board of Directors) Explanation:

2. To recognize the proposal for the distribution of 2023 earnings (proposed by the Board of Directors)

4  Recognition and Discussion Items

4. To lift non-competition restrictions on current directors and their representatives (proposed by the Board of Directors)

III. Extraordinary Motions

IV. Meeting Adjourn

Business Report of 2023

Dear Shareholders,

Building a Sustainable Future – Together Towards Excellence

Strategic Focus and Expansion of High-Margin Businesses

Future Outlook

Innovation Excellence – Leveraging the Influence of the Grand Fleet

Audit Committee’s Review Report

Independent Auditors’ Report and 2023 Financial Statements

2023 Consolidated Financial Statements

Independent Auditors’ Report

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Description of key audit matter:

How the matter was addressed in our audit:

2. Valuation of inventories

Description of key audit matter:

How the matter was addressed in our audit:

3. Impairment of goodwill

Description of key audit matter:

How the matter was addressed in our audit:

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notes to Readers

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) QISDA CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

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

QISDA CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

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

QISDA CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income For the years ended December 31, 2023 and 2022

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

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

QISDA CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

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

QISDA CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

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

QISDA CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Continued) For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Description of key audit matter:

How the matter was addressed in our audit:

2. Valuation of inventories

Description of key audit matter:

How the matter was addressed in our audit:

3. Assessment of impairment of goodwill from investments in subsidiaries

Qisda AGM Information 2024