Scientech - AGM Information 2023 | FinancialReports.eu

Stock Code: 3583

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SCIENTECH CORPORATION

2023 Annual Regular Shareholders’ Meeting

Meeting Agenda

June 13, 2023 at 9 a.m.

Place: 2nd Floor, No. 14, Zhonghua Road, Hukou Township, Hsinchu County

		Table of Contents
			Page
Chapter	1. Proceedings for 2023 Regular Shareholders’ Meeting		1
Chapter	2. Agenda		2
	(1.)	Chair Takes the Floor	2
	(2.)	Reports	2
	(3.)	Acceptance	4
	(4.)	Discussions	5
	(5.)	Extempore Motion	5
Chapter	3. Attachments		6
	(1.)	2022 Business Report	6
	(2.)	Audit Committee Review Report for 2022	8
	(3.)	Regulations Governing Procedure for Board of Directors Meetings before and after Amendment	9
	(4.)	2022 Consolidated Financial Statements and Individual Financial Statements	13
Chapter	4. Appendixes		36
	(1.)	Rules of Procedure for Shareholders' Meetings	36
	(2.)	Articles of Incorporation	47
	(3.)	The Effect of Stock Dividend Distribution Resolved at This	53
		Shareholders’ Meeting on the Company’s Operating
		Performance, Earnings per Share, and Return on Shareholder
		Equity
	(4.)	Shareholding by Directors	53
	(5.)	Summary of Proposals Put Forward by Shareholders	53

Chapter 1. Proceedings for 2023 Regular Shareholders’ Meeting

I. Call the Meeting to Order

II. Chair Takes the Floor

III. Reports

IV. Acceptance

V. Discussions

VI. Extempore Motion

VII. Meeting Adjourned

Chapter 2. Agenda

Type of Regular Shareholders’ Meeting: Physical shareholders’ meeting Date: June 13, 2023 at 9 a.m.

Place: 2nd Floor, No. 14, Zhonghua Road, Hukou Township, Hsinchu County

One. Chair Takes the Floor

Two. Reports

Proposal 1 (Proposed by the Board of Directors)

Subject Matter: 2022 Business Report

Description: For the Company’s 2022 Business Report, please refer to Attachment 1 (p.6) of this handbook.

Proposal 2 (Proposed by the Board of Directors)

Subject Matter: Audit Committee Review Report for 2022

Description: For the Company’s Audit Committee Review Report for 2022, please refer to Attachment 2 (p.8) of this handbook.

Proposal 3 (Proposed by the Board of Directors)

Subject Matter:

The convener of the Audit Committee reports on the communication between himself/herself, members of the independent directors, and the chief internal auditor.

Description:

The Company’s Audit Committee is composed entirely of independent directors. Every month the chief internal audit officer submits the audit report of the previous period to the independent directors. If the directors have comments on the report or need more information, the chief internal audit officer will immediately offer assistance or provide relevant information to the independent directors for their understanding. The Company convenes an Audit Committee meeting at least quarterly, during which the chief internal audit officer reports to the independent directors about the implementation of the internal audit operation and the relevant internal control problems spotted therefrom; the independent directors may raise questions to gain insights into the problems and have a good grasp of the problems with the internal control system, and may instruct that the audit content be strengthened; a special meeting may be called at any time in case of any material anomaly.

Proposal 4 (Proposed by the Board of Directors)

Subject Matter: Remuneration for employees and directors of 2022.

Description:

The Company’s employee remuneration and director remuneration for 2022 stood at 58,000 thousand and 8,000 thousand, respectively, constituting 7.62% and 1.05%, respectively, of the profit before tax of 2022 in the amount of $761,381,531 (excluding directors’ remuneration and employee remuneration), which complies with the Company’s Articles of Incorporation.

Proposal 5 (Proposed by the Board of Directors)

Description:

(I) According to Article 20 of the Company’s Articles of Incorporation, the Board of Directors has the power to draft an earnings distribution proposal, and may decide on the distribution proportion of cash dividends through a resolution, which shall then be reported to the Shareholders' Meeting.
(II) From among the earnings of 2022, the Board of Directors distributed shareholder dividends in the amount of 289,180,800 dollars in cash, that is 3.6 dollars for each share held. Dividends distributed were rounded to the nearest integral; fractional dividends less than 1 dollar were aggregated and recognized as the Company’s other income
(III) This proposal was passed by the Board of Directors through a resolution. If subsequently the dividend payout ratio is changed because the number of the Company’s outstanding shares is changed due to the Company’s buying back treasure shares or retiring expired treasury shares, or due to any other reason, it is proposed that the Shareholders’ Meeting authorize the Chairman of the Board to adjust the shareholder dividend ratio based on the total dividend amount indicated in the Earnings Distribution Proposal approved this time.

Proposal 6 (Proposed by the Board of Directors)

Subject Matter: Amendment to the Company’s Regulations Governing Procedure for Board of Directors Meetings.

Description:

The Company’s “Regulations Governing Procedure for Board of Directors Meetings” was amended as required by the official letter Jin Guan Zheng Fa Zi No. 1110383263 dated August 5, 2022 which was issued by the Financial Supervisory Committee. The “Regulations Governing Procedure for Board of Directors Meetings” before and after amendment are arranged in a table for comparison purposes; please refer to Attachment 3 (p.9 ~12) of this handbook.

Three.Acceptance

Proposal 1 (Proposed by the Board of Directors)

Subject Matter: The Company’s 2022 Business Report and Financial Statements (including the Consolidated Financial Statements), proposed for acceptance.

Description:

The Company’s Business Report of 2022 has been reported in Proposal 1 in the Reports session, and is submitted to the Shareholders' Meeting for acceptance. The Company’s 2022 Financial Statements and Consolidated Financial Statements were all be audited by CPA Hui-Min Huang and CPA Ming-Hsin Cho from Deloitte & Touche Taiwan; please refer to Attachment 4 (p.13~p.35) of this handbook.

Resolutions:

Proposal 2 (Proposed by the Board of Directors)

Subject Matter: The Company’s Earnings Distribution Proposal, submitted for acceptance.

Description: Below is the Company’s Earnings Distribution Proposal presented in the form of tables.

Unit: New Taiwan dollar

Item	Amount	Description
Unappropriated earnings - beginning of period	$ 1,223,397,429	3.6 dollars of cash dividends for each share
Effect of retrospective application and retrospective restatement	0
Reconciled unappropriated earnings - beginningofperiod	1,223,397,429
Defined benefits plan remeasurement recognized in retained earnings	1,517,067
Reconciled unappropriated earnings	1,224,914,496
Netprofits for theperiod	568,582,654
Legal reserveprovision(10%)	(57,009,972)
Special reserveprovision	(19,074,209)
Distributable earnings of thisperiod	1,717,412,969
Distribution item: shareholder dividends	(289,180,800)
Unappropriated earnings - end ofperiod	1,428,232,169
Note: (1) The Company's paid-in capital is 811,390,000 dollars which is divided into 81,139,000 issued shares, of which 811,000 treasury shares were repurchased, leaving the number of outstanding shares at 80,328,000 shares. (2) If subsequently the dividend payout ratio is changed because the number of the Company’s outstanding shares is changed due to the Company’s buying back treasure shares or retiring expired treasury shares, or due to any other reason, it is proposed that

Item Amount Description the Board of Directors authorize the Chairman of the Board to adjust the shareholder dividend ratio based on the total dividend amount indicated in the Earnings Distribution Proposal approved this time. (3) Source of the earnings distributed: NT$289,180,800 dollars of the Company’s profit after tax of 2022. Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH MING-CHI HSU SHAO-CHE CHUANG Resolutions:

Four.Discussions : None Five. Extempore Motion: Six. Meeting Adjourned

Chapter 3. Attachments

A. 2022 Business Report

Dear Scientech Shareholders:

2022 operating results:

In 2022, the Company has seen a consolidated operating revenue of NT$5,649,986thousand, an increase of NT$966,199 thousand from last year; operating profit of NT$710,298 thousand , an increase of NT$155,053 thousand from last year; an income before tax of NT$735,886 thousand, an increase of NT$211,941 thousand from last year; a net income of NT$568,583 thousand (net of the income tax of NT$167,303 thousand), an increase of NT$148,678 thousand from last year; and an EPS of NT$7.08 dollars.

Item	2022	2021	Amount increased or decreased	Growth rate
Operatingrevenue	5,649,986	4,683,787	966,199	21%
Operating grossprofit	2,084,286	1,667,017	417,269	25%
Operating profit	710,298	555,245	155,053	28%
Netprofit before tax	735,886	523,945	211,941	40%
Netprofit after tax	568,583	419,905	148,678	35%
Earnings per share (NT$) (after taxes)	7.08	5.23	1.85	35%

II. Outline of the 2023 Business Plan:

(I) Business policy and important production and marketing policies
Having mastered the key R&D technologies requisite for independently making semiconductor wet process equipment (both single-wafer processing and batch-wafer processing), the Company has demonstrated considerable competitive advantages at both the front-end and the back-end of semiconductor process. After all the years of R&D, all models of the Temporary Bonding/Debonding System (TBDB) series have all been successfully developed and put to business use; such models have become an important revenue source for the Company. Going forward this year, we will continue to enhance our R&D strength and production capacity and develop new applications, so as to meet customer needs and thus create long-term favorable development conditions for our Equipment Manufacturing business.
In terms of wafer reclaim, to satisfy the customers’ needs for the advanced semiconductor process, the Company has been actively engaged in developing new process and improving existing process. On the 300mm wafer reclaim front, the Company is competent at the 16nm process, and will improve the mass production efficiency of the 16nm process and move forward to attain more advanced process capability this year. At present, Scientech has completed the development of the surface processing technology of aluminum nitride (AlN) wafers and constructed production lines for reclaim of silicon carbide (SiC) wafers and gallium nitride (GaN) wafers, generating new sources of revenue and profits in addition to those from Si wafer reclaim.

3.Upholding the R&D spirit as always, the Company actively develops semiconductor/FPD/LED machinery and more advanced wafer processing technologies while competing for new products for our agent business; in 2023, the Company will diversify operating risks and generate revenues and profits from more diversified sources.
(II) Expected sales and its bases

Revenue is expected to grow in 2023, judging from current market conditions, prospects of development for the semiconductor/compound semiconductor/FPD/OLED industries, and the scaled-up operations with respect to Equipment Manufacturing.

III. Future development strategies

To catch up with industrial development, the Company will strive to boost the agent business in different fields while grasping the development of technologies requisite for equipment manufacturing, broadening the applications of wafer reclaim, and consolidating markets and R&D capability, thereby boosting our competitiveness.

IV. Impact of external competition, regulatory environment, and macroeconomic environment The semiconductor industry scales up due to demands from the various industries such as human-machine interface, digital media, artificial intelligence, and the Internet of Things. With clients successively launching their 10/7/5/3 nm advanced process, capital expenditure on semiconductor equipment will be driven up, which is a favorable factor for the Company’s development.

Once again, we would like to say thank you to all shareholders, directors, clients, and suppliers for their offering long-term support and encouragement to the Company. In a new year going forward, we will uphold the idea of sustainable operations and keep improving ourselves so that we meet your expectations for Scientech.

We wish you all good health and good luck!

Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH MING-CHI HSU SHAO-CHE CHUANG

A. Audit Committee Review Report for 2022

SCIENTECH CORPORATION

Audit Committee Review Report

After reviewing the 2022 Business Report, Earnings Distribution Proposal, Individual and Consolidated Financial Statements (including the balance sheet, statement of comprehensive income, statement of changes in equity, and statement of cash flows) that were prepared by the Company’s Board of Directors, the Audit Committee did not find any non-conformities, and thus prepared this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Very Truly

Yours,

Scientech Corporation Board of Directors

Audit Committee Convener: Cheng-Li Yang

March 10, 2023

B. Regulations Governing Procedure for Board of Directors Meetings before and after amendment.

Article		Before amendment		After amendment	Remarks
5-1-1~ 5-1-4		5-1-1 The Company shall convene a board of directors meeting quarterly. 5-1-2 The reasons for calling a board of directors meeting shall be notified to each director at least seven days in advance. In emergency circumstances, a meeting may be called at shorter notice. 5-1-3 The notice set forth in the preceding paragraph may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof. 5-1-4 All matters set out in the Subparagraphs of 5-10-1 herein shall be specified in the notice of the reasons for calling a board of directors meeting; none of them may be raised by an extraordinary motionexcept in the case of an emergency or legitimate reason.		5-1-1 The Company shall convene a board of directors meetat least quarterly, which shall be set out in the rules of procedure. 5-1-2 The reasons for calling a board of directors meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called at shorter notice. 5-1-3 The notice set forth in the preceding paragraph may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof. 5-1-4 All matters set out in the Subparagraphs of 5-10-1 herein shall be specified in the notice of the reasons for calling a board of directors meeting; none of them may be raised by an extraordinary motion.	Amended to align with the amendment of laws
5-10-1~ 5-10-5		5-10-1 The following matters shall be discussed in the Company's Board of Directors meetings: 5-10-1-1 The Company's business plan. 5-10-1-2 Annual financial reports; and thefinancial reports for the first half year that are audited and attested by CPAs. 5-10-1-3 Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and an assessment of the effectiveness of the internal control system. 5-10-1-4 Adoption or amendment, pursuant to Article 36-1 of theSecurities and Exchange Act,of handling procedures for financial or operational actions of material		5-10-1The following matters shall be discussed in theCompany's board meetings: 5-10-1-1 The company's business plan. 5-10-1-2 Annual financial reports andsemi-annual financial reports. Exceptions can be made for semi- annual financial reports that, in accordance with the laws, are not required to be audited and certified by CPAs. 5-10-1-3 Adoption or amendment of an internal control system pursuant to Article 14-1 of the Act, and an assessment of the effectiveness of the internal control system. 5-10-1-4 Adoption or amendment, pursuant to Article 36-1 of theAct,of handling procedures for financial or operational actions of material significance,such as acquisition	Amended to align with the amendment of laws

Article		Before amendment		After amendment	Remarks
		significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others. 5-10-1-5 The offering, issuance, or private placement of equity- type securities. 5-10-1-6 The appointment or dismissal of financial, accounting, or internal audit officers. 5-10-1-7 A donation to a related party, or a major donation to a non-related party. However, public welfare donations for the emergency relief of major natural disasters may be ratified in the next board meeting. 5-10-1-8 Any matter required by Article 14-3 of theSecurities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority. 5-10-1-9The term "related party" in Paragraph5-10-1-7means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1% of net operating income or 5% of paid-in capital as stated in the CPA-attested financial report for the most recent year.(For foreign companies whose stock has no par value or a par value other than NTD10, the"5% of paid-in capital"in this paragraph shall be calculated instead as 2.5% of shareholder equity. )		or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others. 5-10-1-5 The offering, issuance, or private placement of equity- type securities. 5-10-1-6The election or dismissal of the chairman of a board of directions which does not have a managing director. 5-10-1-7 The appointment or dismissal of financial, accounting, or internal audit officers. 5-10-1-8 A donation to a related party, or a major donation to a non-related party. However, public welfare donations for the emergency relief of major natural disasters may be ratified in the next board meeting. 5-10-1-9 Any matter required by Article 14-3 of theAct or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority. 5-10-2The term "related party" in Paragraph 5-10-1-8 means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a one-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1% of net operating income or 5% of paid-in capital as stated in the CPA-attested financial report for the most recent year. 5-10-3The term "within a one-

Article		Before amendment		After amendment	Remarks
		5-10-1-10 The term "within a 1- year period" in the Paragraph5- 10-1-9 means a period of one year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation. 5-10-2At least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under Paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.		year period" in the paragraph5- 10-2 means a period of one year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation. 5-10-4 For foreign companies whose stock has no par value or a par value other than NTD10, the "5% of paid-in capital"in paragraph 5-10-2 shall be calculated instead as 2.5% of shareholder equity. 5-10-5If a company has an independent director or directors, at least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the Board of Directors under Paragraph 5-10-1,each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.
5-16-1		5-16-1 If there is one or more managing directorin the Company, the provisions of Article 2, Paragraph 5-1-2,Articles 5-2 to 5-4, Article 5-6 to 5-9, and Articles 5-11 to 5-14shall apply mutatis mutandis to the procedure for meetings. However, if a meetingof managingdirectors is		5-16-1 If there is one or more managing directoron the Board of Directors, the provisions of Article 2, Paragraph 5-1-2, Articles 5-2, 5-4, and 5-8, Articles 5-3, 5-6, 5-9, 5-11, 5-12, 5-13, 5-14, and 5-7shall apply mutatis mutandis to the procedure for meetingsof managing directors; Article 5-1-4 shall	Amended to align with the amendment of laws

Article	Before amendment		After amendment	Remarks
	scheduled to be convened within seven days, the notice to each managing director may be made two days in advance.		apply mutatis mutandis to the election or dismissal of the Chairman of the Board. However, if a meeting of managing directors is scheduled to be convened within seven days, the notice to each managing director may be made two days in advance.

C. 2022 Consolidated Financial Statements and Individual Financial Statements

Independent Auditors’ Report

To SCIENTECH CORPORATION:

Audit opinion

We have audited the consolidated balance sheet of SCIENTECH CORPORATION and its subsidiaries (collectively referred to as the “Group” hereinafter) as of December 31, 2022 and 2021, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flow for the period from January 1 through December 31, 2022 and 2021, and the notes to the consolidated financial statements (including the summary of significant accounting policies).

In our opinion, the said consolidated financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC interpretations, and SIC interpretations that were approved and promulgated by the Financial Supervisory Commission (FSC), and thus presented fairly, in all material aspects, the consolidated financial position of The Group as of December 31, 2022 and 2021, and the consolidated financial performance and cash flows for the period from January 1 through December 31, 2022 and 2021.

Basis of Audit Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Consolidated Financial Statements section of our report. We were independent of The Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and fulfilled all other responsibilities thereunder. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters refer to, based on our professional judgment, the most important matters for auditing the Group’s consolidated financial statements of 2022. 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 issues.

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2022 are stated as follows:

Revenue recognition

The Group’s 2022 operating revenue from manufacturing of machinery and from sale of machinery in the capacity of an agent is material to the overall presentation of the consolidated financial statements. Revenue from machinery should be recognized upon the fulfillment of obligations. Since the company might recognize product sale revenue when such revenue does not qualify for the recognition criteria, revenue recognition is thus listed as the key audit matter.

Our main audit procedures to address the said matter included testing the effectiveness of the design and implementation of the internal control system pertaining to the recognition of machinery sale and discussing with the management about whether the accounting policy for revenue recognition is appropriate and consistently adopted; we also sampled customer sales documents to verify the transaction terms on the order or sale contract and check the acceptance certificate signed off by customers, so as to assess the correctness of the recognized revenue.

Other Matters

SCIENTECH CORPORATION has prepared the parent company only financial statements for the years ended December 31, 2022 and 2021, for which we have issued an audit report containing an unqualified opinion for reference.

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

The management was responsible for fairly presenting these consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC interpretations, and SIC interpretations that

were approved and promulgated by the Financial Supervisory Commission, and for maintaining the necessary internal control related to the preparation of these consolidated financial statements to ensure that these consolidated financial statements were free of material misstatements, whether due to fraud or errors.

During preparation of these consolidated financial statements, the management was also responsible for evaluating The Group’s ability to continue as a going concern, disclosing going concern matters, and applying the going concern basis of accounting, unless the management intended either to liquidate The Group or to terminate its operations, or had no feasible alternatives but to do so.

The Group’s governance body (including the Audit Committee) was responsible for supervising the financial reporting procedures.

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 in these consolidated financial statements. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercised professional judgment and maintained professional skepticism throughout the audit. We also conduct the following tasks:

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Group's consolidated

financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte & Touche Taiwan CPA: HUI-MIN HUANG CPA: MING-HSIN CHO Approval No. from the Financial Approval No. from the Securities and Futures Supervisory Commission Commission Jin-Guan-Zheng-Shen-Zi No.1070323246 Tai-Tsai-Cheng-Liu-Zi No. 0920123784

March 10, 2023

SCIENTECH CORPORATION and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2022 and 2021

Unit: NT$ thousand

Code 1100 1170 1180 130X 1410 1470 11XX 1517 1550 1600 1755 1785 1840 1915 1975 1990 15XX 1XXX Code 2100 2130 2170 2219 2230 2252 2280 2399 21XX 2570 2580 2640 25XX 2XXX 3110 3200 3310 3320 3350 3300 3410 3420 3400 3500 3XXX	Assets Current Assets Cash and cash equivalents (Notes 4 and 6) Notes receivable and accounts receivable (Notes 4, 8, and 19) Accounts receivable - related parties (Notes 4, 8, 19, and 26) Inventories (Notes 4, 9, 23, and 26) Prepayments Other current assets (Notes 14 and 27) Total current assets Non-current assets Financial assets at fair value through other comprehensive income (Notes 4 and 7) Investments accounted for using equity method (Notes 4 and 11) Property, plant, and equipment (Notes 4, 12, and 23) Right-of-use assets (Notes 4 and 13) Patent right (Note 4) Deferred income tax assets (Notes 4 and 21) Prepayments for equipment (Note 12) Net defined benefit asset, non-current(Notes 4 and 17) Other non-current assets (Note 14) Total non-current assets Total Assets Liabilitiesand Stockholders’ Equity Current liabilities Short-term borrowings (Note 15) Contract liability (Notes 19 and 26) Notes payable and accounts payable Other payables (Notes 12 , 16, and 26) Current income tax liabilities (Notes 4 and 21) Short-term warranty provision (Note 4) Lease liability (Notes 4, 13, and 26) Other current liabilities Total current liabilities Non-current liabilities Deferred income tax liabilities (Notes 4 and 21) Lease liability (Notes 4, 13, and 26) Net defined benefit liability (Notes 4 and 17) Total non-current liabilities Total liabilities Equity (Notes 4 and 18) Capital stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences arising in the translation of foreign operations Unrealized valuation gains or losses on financial assets at fair value through other comprehensive income Total other equity interests Treasury stock Total stockholders’ equity Total Liabilities and Equity		December31,2022 Amount % $ 4,081,951 28 854,546 6 5,152 - 5,274,300 36 1,807,348 13 189,441 1 12,212,738 84 138,562 1 494,738 3 1,542,982 11 68,436 - 1,212 - 110,147 1 14,492 - 1,842 - 34,720 - 2,407,131 16 $ 14,619,869 100 $ 430,661 3 7,718,760 53 2,156,868 15 348,394 3 177,324 1 41,158 - 7,323 - 17,116 - 10,897,604 75 76,185 1 63,594 - - - 139,779 1 11,037,383 76 811,390 5 728,964 5 318,368 2 14,306 - 1,793,497 12 2,126,171 14 2,415 - 35,795) - 33,380) - 50,659) - 3,582,486 24 $ 14,619,869 100	December31,2022 Amount % $ 4,081,951 28 854,546 6 5,152 - 5,274,300 36 1,807,348 13 189,441 1 12,212,738 84 138,562 1 494,738 3 1,542,982 11 68,436 - 1,212 - 110,147 1 14,492 - 1,842 - 34,720 - 2,407,131 16 $ 14,619,869 100 $ 430,661 3 7,718,760 53 2,156,868 15 348,394 3 177,324 1 41,158 - 7,323 - 17,116 - 10,897,604 75 76,185 1 63,594 - - - 139,779 1 11,037,383 76 811,390 5 728,964 5 318,368 2 14,306 - 1,793,497 12 2,126,171 14 2,415 - 35,795) - 33,380) - 50,659) - 3,582,486 24 $ 14,619,869 100		December31,2021	December31,2021	December31,2021
			Amount $ 4,081,951 854,546 5,152 5,274,300 1,807,348 189,441 12,212,738 138,562 494,738 1,542,982 68,436 1,212 110,147 14,492 1,842 34,720 2,407,131 $ 14,619,869 $ 430,661 7,718,760 2,156,868 348,394 177,324 41,158 7,323 17,116 10,897,604 76,185 63,594 - 139,779 11,037,383 811,390 728,964 318,368 14,306 1,793,497 2,126,171 2,415 35,795) 33,380) 50,659) 3,582,486 $ 14,619,869					%
		( ( (					(	26 12 1 28 7 1 75 2 5 15 1 - 1 1 - - 25 100 3 38 13 4 2 1 - - 61 - 1 - 1 62 10 8 3 - 18 21 - - - 1) 38 100

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

Chairman of the Board: HUNG-LIANG HSIEH Manager: MING-CHI HSU

Accounting Manager: SHAO-CHE CHUANG

SCIENTECH CORPORATION and Subsidiaries

Consolidated Statement of Comprehensive Income

January 1 to December 31, 2022 and 2021

Unit: NT$ thousand; except earnings per share

Code Operating revenue (Notes 4, 19, and 26) 4100 Goods sales revenue 4600 Services revenue 4800 Other operating revenue 4000 Total operating revenue 5000 Operating cost (Notes 9, 20, and 26) 5900 Operating gross profit 5910 Unrealized gains on transactions with associates (Note 4 and 11) 5950 Realized operating gross profit Operating expenses (Notes 8 , 20, and 26) 6100 Marketing expenses 6200 General and administrative expenses 6300 R&D expenses 6450 Loss (Gain) on expected credit impairment 6000 Total operating expenses 6900 Operating Income Non-operating income and expenses 7190 Other income (Notes 4, 7, and 26)		2022		% 96 3 1 100 63 37 - 37 15 3 6 - 24 13 -		2021
		Amount $ 5,405,974 194,596 49,416 5,649,986 3,559,735 2,090,251 5,965) 2,084,286 847,837 192,938 320,616 12,597 1,373,988 710,298 2,818				Amount $ 4,450,223 218,757 14,807 4,683,787 2,976,583 1,707,204 40,187) 1,667,017 691,852 165,765 280,112 25,957) 1,111,772 555,245 27,295		%
	(				( (		( (	95 5 - 100 63 37 1) 36 15 4 6 1) 24 12 1

(Continued)

(Continued)
Code 7050 Financial cost (Notes 4, 20, and 26) 7060 Share of profit or loss of associates accounted for using equity method (Notes 4 and 11) 7100 Income from interests 7020 Other gains and losses (Notes 4 and 20) 7270 Gains on reversal of impairment 7630 Exchange gains or losses (Notes 4 and 29) 7000 Total non-operating income and expenses 7900 Net profits before tax 7950 Income tax expenses (Notes 4 and 21) 8200 Net profit in the current year Other comprehensive (Note 4) Items that will not be reclassified to profit or loss 8311 Re-measurements of defined benefit plans (Note 17) 8316 Unrealized valuation gains or losses on investment in equity instruments at fair value through other comprehensive income 8349 Income tax related to items that will not be reclassified (Note 21) 8310 (Continued)	2022
	Amount ( $ 3,404 ) ( 65,674 ) 10,217 3,752 - 77,879 25,588 735,886 167,303 568,583 1,896 ( 46,319 ) ( 379) ( 44,802)

(Continued)

(Continued)
Code Items that will be reclassified to profit or loss 8361 Exchange differences arising in the translation of foreign operations 8370 Share of other comprehensive income of associates accounted for using the equity method (Note 11) 8399 Income tax related to items that might be reclassified (Note 21) 8360 8300 Other comprehensive income (net after tax) 8500 Total comprehensive income for the year Earnings per share (Note 22) 9710 Basic 9810 Diluted		2022	% 1 - - 1 - 10	2021
		Amount $ 26,840 7,228 6,823) 27,245 17,557) $ 551,026 $ 7.08 $ 7.00		Amount ( $ 12,509 ) ( 3,812 ) 3,266 ( 13,055) ( 2,170) $ 417,735 $ 5.23 $ 5.19	%
	( (				- - - - - 9

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

Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH MING-CHI HSU SHAO-CHE CHUANG

SCIENTECH CORPORATION and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2022 and 2021

Unit: NT$ thousand

Capital stock Thousand shares Amount 81,139 811,390 - - - - - - - - - - - - 81,139 811,390 - - - - - - - - - - - - 81,139 $ 811,390	Retained earnings	Retained earnings	Other equity Exchange differences arising in the translation of foreign operations Unrealized valuation gains or losses on investment in equity instruments at fair value through other comprehensive income ( 11,775 ) - - - - - - - - - - - ( 13,055) 10,524 ( 24,830 ) 10,524 - - - - - - - - - - 27,245 ( 46,319) $ 2,415 ($ 35,795)	Other equity Exchange differences arising in the translation of foreign operations Unrealized valuation gains or losses on investment in equity instruments at fair value through other comprehensive income ( 11,775 ) - - - - - - - - - - - ( 13,055) 10,524 ( 24,830 ) 10,524 - - - - - - - - - - 27,245 ( 46,319) $ 2,415 ($ 35,795)	Total stockholders’ equity
			Exchange differences arising in the translation of foreign operations ( 11,775 ) - - - - - ( 13,055) ( 24,830 ) - - - - - 27,245 $ 2,415
Thousand shares 81,139 - - - - - - 81,139 - - - - - - 81,139	Legal reserve 245,683 - 30,658 - - - - 276,341 - 42,027 - - - - $ 318,368	Special reserve 13,083 - - - ( 1,308 ) - - 11,775 - - 2,531 - - - $ 14,306
				( (	2,846,170 13,657 - - ( 148,606 ) 419,905 ( 2,170) 3,128,956 103,324 - - ( 200,820 ) 568,583 ( 17,557) $ 3,582,486

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

Chairman of the Board: HUNG-LIANG HSIEH

Accounting Manager: SHAO-CHE CHUANG

Manager: MING-CHI HSU

SCIENTECH CORPORATION and Subsidiaries Consolidated Statement of Cash Flows

January 1 to December 31, 2022 and 2021

D. Unit: NT$ thousand

	D.	Unit: NT$ thousand
Code Cash flow from operating activities A10000 Net profits before tax A20010 Income expenses A20100 Depreciation A20200 Amortization expense A20300 Loss (Gain) on expected credit impairment A20900 Financial cost A21200 Income from interests A21300 Dividend Income A22300 Share of profit or loss of associates accounted for using equity method A22500 (Gain) loss on disposal and retirement of property, plant, and equipment A23100 Gain on disposal of investments A23700 Impairment loss on non-financial assets A23900 Unrealized gains on transactions with associates A24100 Unrealized exchange loss (gain) A29900 Defined benefit cost A30000 Net changes in operating assets and liabilities A31150 Notes receivable and accounts receivable A31160 Accounts receivable - related parties A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 Contract liabilities A32150 Notes receivable and accounts receivable A32180 Other accounts payable A32200 Short-term warranty provision A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash flow from operating activities A33100 Interest received A33300 Interest paid A33500 Income taxes paid AAAA Net cash generated by operating activities	2022 $ 735,886 113,603 259 12,597 3,404 ( 10,217 ) ( 800 ) 65,674 ( 90 ) ( 6,710 ) 50,784 5,965 27,596 - 152,356 52,501 ( 2,951,720 ) ( 1,218,427 ) ( 95,175 ) 4,495,207 1,009,163 ( 2,398 ) 3,482 3,324 ( 100) 2,446,164 10,217 ( 3,368 ) ( 133,726) 2,319,287	2021
		$ 523,945 109,199 260 ( 25,957 ) 3,113 ( 950 ) - 35,924 103 ( 909 ) 38,340 40,187 ( 6,299 ) ( 8,371 ) ( 202,022 ) ( 57,873 ) ( 1,498,411 ) ( 482,082 ) ( 14,246 ) 2,498,067 582,383 103,406 6,993 4,495 ( 5,454) 1,643,841 950 ( 3,165 ) ( 67,911) 1,573,715

(Continued)

Code Cash Flow from Investing Activities B00010 Acquisition of financial assets at fair value through other comprehensive income B01800 Acquisition of long-term equity investments under equity method B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal or property, plant and equipment B06700 Increase in other non-current assets B07600 Dividends received BBBB Net cash used in investing activities Cash Flow from Financing Activities C00100 Increase in short-term borrowings C00200 Decrease in short-term borrowings C01600 Increase in long-term borrowings C01700 Repayment of long-term borrowings C04020 Repayment of principal of lease liabilities C04500 Cash dividends paid CCCC Net cash outflow from financing activities DDDD Effects of exchange rate changes on cash and cash equivalents EEEE Increase in cash and cash equivalents E00100 Cash and cash equivalents - beginning of year E00200 Cash and cash equivalents - end of year	2022 ( $ 18,631 ) 1,868 ( 410,082 ) 1,058 ( 5,646 ) 800 ( 421,633) 248,044 ( 59,170 ) 200,000 ( 200,000 ) ( 12,714 ) ( 200,820) ( 24,660) 55,584 1,928,578 2,153,373 $ 4,081,951	2021
		( $ 155,726 ) - ( 70,025 ) 122 ( 2,502 ) - ( 228,131) 272,537 ( 249,933 ) - - ( 12,248 ) ( 148,606) ( 138,250) ( 11,810) 1,195,524 957,849 $ 2,153,373

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

Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH MING-CHI HSU SHAO-CHE CHUANG

Independent Auditors’ Report

To SCIENTECH CORPORATION:

Audit opinion

We have audited the parent company only balance sheet of SCIENTECH CORPORATION as of December 31, 2022 and 2021, and the parent company only statement of comprehensive income, parent company only statement of changes in equity and parent company only statement of cash flows for the period from January 1 through December 31, 2022 and 2021, and the notes to the parent company only financial statements (including the summary of significant accounting policies).

In our opinion, the parent company only financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and thus presented fairly, in all material aspects, the financial position of SCIENTECH CORPORATION as of December 31, 2022 and 2021, and its parent company only financial performance and cash flows for the period from January 1 through December 31, 2022 and 2021.

Basis for Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Parent Company Only Financial Statements section of our report. We were independent of SCIENTECH CORPORATION in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and fulfilled all other responsibilities thereunder. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those that, in our professional judgment, were of utmost significance in our audit of the parent company only financial statements of SCIENTECH CORPORATION for the year ended December 31, 2022. 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 issues.

Key audit matters for SCIENTECH CORPORATION’s parent company only financial statements for the year ended December 31, 2022 are stated as follows:

Revenue recognition

SCIENTECH CORPORATION’s 2022 operating revenue from manufacturing of machinery and from sale of machinery in the capacity of an agent is material to the overall presentation of the parent company only financial statements. Revenue from machinery should be recognized upon the fulfillment of obligations. Since the company might recognize product sale revenue when such revenue does not qualify for the recognition criteria, revenue recognition is thus listed as the key audit matter.

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing SCIENTECH 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 parent company only 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 in these parent company only financial statements. Misstatements can arise from fraud or error. They

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 parent company only financial statements.

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

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the SCIENTECH CORPORATION’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the SCIENTECH 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 auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the SCIENTECH 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 or not the 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 SCIENTECH CORPORATION to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit for SCIENTECH CORPORATION. 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 of SCIENTECH CORPORATION for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte & Touche Taiwan CPA: MING-HSIN CHO

CPA: HUI-MIN HUANG

Approval No. from the Securities and Futures Commission Tai-Tsai-Cheng-Liu-Zi No. 0920123784

Approval No. from the Financial Supervisory Commission Jin-Guan-Zheng-Shen-Zi No. 1070323246

March 10, 2023

SCIENTECH CORPORATION

Parent Company Only Balance Sheet

As of December 31, 2022 and 2021

Unit: NT$ thousand

Code 1100 1170 1180 130X 1410 1470 11XX 1517 1550 1600 1755 1785 1840 1915 1975 1990 15XX 1XXX Code 2100 2130 2170 2219 2230 2252 2280 2399 21XX 2570 2580 2640 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3410 3420 3400 3500 3XXX	Assets Current Assets Cash (Notes 4 and 6) Notes receivable and accounts receivable (Notes 4, 8, and 18) Accounts receivable - related parties (Notes 4, 8, 18, and 25) Inventories (Notes 4, 9, 22, and 25) Prepayments (Notes 25) Other current assets (Notes 13, 25, and 26) Total current assets Non-current assets Financial assets at fair value through other comprehensive income (Notes 4 and 7) Investments accounted for using equity method (Notes 4 and 10) Property, plant, and equipment (Notes 4, 11, and 22) Right-of-use assets (Notes 4 and 12) Patent right (Note 4) Deferred income tax assets (Notes 4 and 20) Prepayments for equipment (Note 11) Net defined benefit assets, non-current (Note 4 and 16) Other non-current assets (Note 13) Total non-current assets Total Assets Liabilitiesand Stockholders’ Equity Current liabilities Short-term borrowings (Note 14) Lease liability (Notes 4, 18, and 25) Notes payable and accounts payable (Note 25) Other payables (Note 11, 15, and 25) Current income tax liabilities (Notes 4 and 20) Short-term warranty provision (Note 4) Lease liability (Notes 4, 12, and 25) Other current liabilities Total current liabilities Non-current liabilities Deferred income tax liabilities (Notes 4 and 20) Lease liability (Notes 4, 12, and 25) Net defined benefit liability (Notes 4 and 16) Other non-current liabilities (Notes 4 and 10) Total non-current liabilities Total liabilities Equity (Notes 4 and 17) Capital stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences arising in the translation of foreign operations Unrealized valuation gains or losses on financial assets at fair value through other comprehensive income Total other equity interests Treasury stock Total stockholders’ equity Total Liabilities and Equity		December 31,2022 Amount ％ $ 2,192,602 20 648,697 6 5,152 - 3,710,856 34 1,480,388 13 11,344 - 8,049,039 73 138,562 1 1,048,879 10 1,495,749 14 66,472 1 2,374 - 110,047 1 14,492 - 1,842 - 32,328 - 2,910,745 27 $ 10,959,784 100 $ 424,979 4 4,469,292 41 1,784,239 16 347,532 3 156,497 2 32,560 - 6,015 - 17,105 - 7,238,219 66 76,185 1 62,894 - - - - - 139,079 1 7,377,298 67 811,390 7 728,964 7 318,368 3 14,306 - 1,793,497 16 2,126,171 19 2,415 - 35,795) - 33,380) - 50,659) - 3,582,486 33 $ 10,959,784 100		December 31,2021	December 31,2021
			Amount $ 2,192,602 648,697 5,152 3,710,856 1,480,388 11,344 8,049,039 138,562 1,048,879 1,495,749 66,472 2,374 110,047 14,492 1,842 32,328 2,910,745 $ 10,959,784 $ 424,979 4,469,292 1,784,239 347,532 156,497 32,560 6,015 17,105 7,238,219 76,185 62,894 - - 139,079 7,377,298 811,390 728,964 318,368 14,306 1,793,497 2,126,171 2,415 35,795) 33,380) 50,659) 3,582,486 $ 10,959,784			％
		( ( (				19 11 1 26 7 - 64 3 13 17 1 - 1 1 - 36 100 4 28 13 5 2 - - - 52 1 1 - - 2 54 12 9 4 - 22 26 - - - ( 1) 46 100

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

Chairman of the Board: HUNG-LIANG HSIEH Manager: MING-CHI HSU Accounting Manager: SHAO-CHE CHUANG

SCIENTECH CORPORATION

Parent Company Only Statement of Comprehensive Income

January 1 to December 31, 2022 and 2021

Code Operating revenue (Notes 4, 18, and 25) 4100 Goods sales revenue 4600 Services revenue 4800 Other operating revenue 4000 Total operating revenue 5000 Operating cost (Notes 9, 19, and 25) 5900 Operating gross profit 5910 Unrealized gains on transactions with associates 5950 Realized operating gross profit Operating expenses (Notes 4, 8, 19, and 25) 6100 Marketing expenses 6200 General and administrative expenses 6300 R&D expenses 6450 Loss (Gain) on expected credit impairment 6000 Total operating expenses 6900 Operating Income Non-operating income and expenses 7010 Other income (Note 4, 7, and 25) 7020 Other gains and losses (Note 4) (Continued)		2022		Unit: NT$ thousand; except earnings per share 2021 ％ Amount ％ 96 $ 3,385,344 96 3 147,070 4 1 14,938 - 100 3,547,352 100 62 2,180,340 61 38 1,367,012 39 - ( 40,187) ( 1) 38 1,326,825 38 13 433,376 12 4 111,582 3 7 260,201 8 - ( 28,555) ( 1) 24 776,604 22 14 550,221 16 - 27,667 1 - ( 1,177 ) -	Unit: NT$ thousand; except earnings per share 2021 ％ Amount ％ 96 $ 3,385,344 96 3 147,070 4 1 14,938 - 100 3,547,352 100 62 2,180,340 61 38 1,367,012 39 - ( 40,187) ( 1) 38 1,326,825 38 13 433,376 12 4 111,582 3 7 260,201 8 - ( 28,555) ( 1) 24 776,604 22 14 550,221 16 - 27,667 1 - ( 1,177 ) -
					％
					96 4 - 100 61 39 ( 1) 38 12 3 8 ( 1) 22 16 1 -

(Continued)

Code 7050 Financial cost (Notes 4, 19, and 25) 7070 Share of profit or loss of associates and subsidiaries accounted for using equity method (Notes 4 and 10) 7100 Interest income (Notes 4 and 25) 7630 Exchange gains or losses (Notes 4 and 28) 7670 Gains (losses) on reversal of impairment (Notes 4 and 11) 7000 Total non-operating income and expenses 7900 Net profits before tax 7950 Income tax expenses (Notes 4 and 20) 8200 Net profit in the current year Other comprehensive (Note 4) Items that will not be reclassified to profit or loss 8311 Re-measurements of defined benefit plans (Note 16) 8316 Unrealized valuation gains or losses on investment in equity instruments at fair value through other comprehensive income 8349 Income tax related to items that will not be reclassified (Note 20) 8310 (Continued)		2022	％ - 1 - 2 - 3 17 3 14 - ( 1) - (1)	2021
		Amount ( $ 3,263 ) 34,511 8,783 60,680 102,423 695,382 126,799 568,583 1,896 ( 46,319) ( 379) (44,802)		Amount ( $ 3,029 ) ( 50,326 ) 794 ( 37,615 ) 25,313 ( 38,373) 511,848 91,943 419,905 451 10,524 ( 90) 10,885	％
					- ( 2 ) - ( 1 ) 1 ( 1) 15 3 12 - - - -

(Continued)

Code Items that will be reclassified to profit or loss 8380 Share of other comprehensive income of associates and subsidiaries accounted for using equity method (Note 10) 8399 Income tax related to items that might be reclassified (Note 20) 8360 8300 Other comprehensive income (net after tax) 8500 Total comprehensive income for the year Earnings per share (Note 21) 9710 Basic 9810 Diluted		2022	％ - - - (1) 13	2021
		Amount $ 34,068 6,823) 27,245 17,557) $ 551,026 $ 7.08 $ 7.00		Amount ( $ 16,321 ) 3,266 ( 13,055) ( 2,170) $ 417,735 $ 5.23 $ 5.19	％
	( (				- - - - 12

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

Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH MING-CHI HSU SHAO-CHE CHUANG

SCIENTECH CORPORATION

Parent Company Only Statement of Changes in Equity

January 1 to December 31, 2022 and 2021

Unit: NT$ thousand

Capital stock Thousand shares Amount 81,139 $ 811,390 - - - - - - - - - - - - 81,139 811,390 - - - - - - - - - - - - 81,139 $ 811,390		Retained earnings	Other equity Exchange differences arising in the translation of foreign operations Unrealized valuation gains or losses on investment in equity instruments at fair value through other comprehensive income ( $ 11,775 ) $ - - - - - - - - - - - ( 13,055) 10,524 ( 24,830 ) 10,524 - - - - - - - - - - 27,245 ( 46,319) $ 2,415 ($ 35,795)	Other equity Exchange differences arising in the translation of foreign operations Unrealized valuation gains or losses on investment in equity instruments at fair value through other comprehensive income ( $ 11,775 ) $ - - - - - - - - - - - ( 13,055) 10,524 ( 24,830 ) 10,524 - - - - - - - - - - 27,245 ( 46,319) $ 2,415 ($ 35,795)
			Exchange differences arising in the translation of foreign operations ( $ 11,775 ) - - - - - ( 13,055) ( 24,830 ) - - - - - 27,245 $ 2,415
Thousand shares 81,139 - - - - - - 81,139 - - - - - - 81,139	Legal reserves $ 245,683 - 30,658 - - - - 276,341 - 42,027 - - - - $ 318,368	Special reserves $ 13,083 - - - ( 1,308) - - 11,775 - - 2,531 - - - $ 14,306
				( (	$ 2,846,170 13,657 - ( 148,606 ) - 419,905 ( 2,170) 3,128,956 103,324 - - ( 200,820 ) 568,583 ( 17,557) $ 3,582,486

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

Chairman of the Board: HUNG-LIANG HSIEH

Accounting Manager: SHAO-CHE CHUANG

Manager: MING-CHI HSU

SCIENTECH CORPORATION

Parent Company Only Statement of Cash Flows

January 1 to December 31, 2022 and 2021

Unit: NT$ thousand

Code Cash flow from operating activities A10000 Net profits before tax A20010 Income expenses A20100 Depreciation A20200 Amortization expenses A20300 Loss (Gain) on expected credit impairment A20900 Financial cost A21200 Income from interests A21300 Dividend Income A22300 Share of profit or loss of associates and subsidiaries accounted for using equity method A23100 Gain on disposal of investments A23700 Impairment loss on non-financial assets A23900 Unrealized gains on transactions with associates A24100 Unrealized exchange loss (gain) A29900 Defined benefit cost A30000 Net changes in operating assets and liabilities A31150 Notes receivable and accounts receivable A31160 Accounts receivable - related parties A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 Contract liabilities A32150 Notes receivable and accounts receivable A32180 Other accounts payable A32200 Short-term warranty provision A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash flow from operating activities A33100 Interest received A33300 Interest paid A33500 Income taxes paid AAAA Net cash generated by operating activities (Continued)	2022 $ 695,382 105,767 324 5,503 3,263 ( 8,783 ) ( 800 ) ( 34,511 ) ( 1,284 ) 48,223 5,965 34,680 - 52,675 52,501 ( 1,989,646 ) ( 1,034,494 ) ( 986 ) 2,603,239 858,105 36,688 914 3,326 ( 100) 1,435,951 8,793 ( 3,227 ) ( 107,783) 1,333,734	2021
		$ 511,848 101,131 260 ( 28,555 ) 3,029 ( 794 ) 50,326 34,624 40,187 ( 7,350 ) ( 8,371 ) ( 123,646 ) ( 57,873 ) ( 1,038,548 ) ( 372,191 ) 732 1,354,946 563,226 93,628 6,113 4,695 ( 5,454) 1,121,963 846 ( 3,081 ) ( 60,767) 1,058,961

(Continued)

Code Cash Flow from Investing Activities B00010 Acquisition of financial assets at fair value through other comprehensive income B01900 Proceeds from disposal of investments accounted for using equity method B02700 Acquisition of property, plant and equipment B04100 Decrease in other accounts receivable - related parties B04500 Acquisition of patent right B06700 Increase in other non-current assets B07600 Dividends received BBBB Net cash used in investing activities Cash Flow from Financing Activities C00100 Increase in short-term borrowings C00200 Decrease in short-term borrowings C04020 Repayment of principal of lease liabilities C04400 Decrease in other non-current liabilities C04500 Cash dividends paid CCCC Net cash outflow from financing activities EEEE Net increase in cash E00100 Opening Balance E00200 Ending Balance	2022 ( $ 18,631 ) 1,868 ( 398,356 ) 5,000 ( 1,227 ) ( 12,348 ) ) ( 800) ) ( 422,894) 242,328 ( 59,170 ) ( 9,621 ) - ( 200,820) ( 27,283) 883,557 1,309,045 $ 2,192,602	2021
		( $ 155,726 ) - ( 66,915 ) 13,872 ( 3,285 ) - ( 212,054) 272,537 ( 249,933 ) ( 9,275 ) ( 34 ) ( 148,606) ( 135,311) 711,596 597,449 $ 1,309,045

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

Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH MING-CHI HSU SHAO-CHE CHUANG

Chapter 4. Appendix

One. Rules of Procedure for Shareholders' Meetings

SCIENTECH CORPORATION Rules of Procedure for Shareholders' Meetings

Passed at the Board of Directors meeting dated May 6, 2022 Passed at the Shareholders' Meeting dated June 16, 2022

Company's Shareholders' Meetings, and to strengthen management capabilities, these Rules of Procedure for Shareholders Meetings are adopted for compliance purposes.
Scope: The scope includes the Company’s Rules of Procedure for Shareholders' Meetings; The rules of procedures for the Company's Shareholders' Meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Powers and duties: The Office of the Chairman of the Board shall be in charge of the amendment to these Rules of Procedure for Shareholders' Meetings.
Basis: These Rules of Procedure for Shareholders' Meetings were formulated based on Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Description:
5-1. Convening of the Shareholders' Meeting; meeting notice
- 5-1-1. Unless otherwise provided by law or regulation, the Company's Shareholders' Meetings shall be convened by the Board of Directors.
  - Any changes to the convening of a shareholder meeting shall be resolved in a board meeting, which should be completed at the latest before the notice of the shareholder meeting is sent.
- 5-1-2. The Company shall prepare electronic versions of the Shareholders' Meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders' meeting or 15 days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders' meeting or 15 days before the date of the special shareholders' meeting.

If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders' meeting.

In addition, 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.

The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:

  - A. For physical shareholders' meetings, to be distributed on-site at the meeting.

  - B. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.

  - C. For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.

5-1-3. The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
5-1-4. Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, Paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extraordinary motion.
5-1-5. Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the reelection in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
5-1-6. A shareholder holding 1% or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders' meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any Subparagraph of Article 172-1, Paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
5-1-7. Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce its acceptance of submission of shareholder proposals, the manner in which a submission in writing or electronic form will be accepted, and the location and time period for their submission; the period for acceptance of submission of shareholder proposals may not be less than 10 days.
5-1-8. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in discussion of the proposal.
5-1-9. Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals from the agenda.
5-2. Attending the Shareholders' Meeting by proxy; proxy authorization
5-2-1. For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting

by providing the proxy form issued by the Company and stating the scope of authorization granted to the proxy.

5-2-2. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company five days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, if a declaration is made to cancel the previous proxy appointment, such a declaration shall prevail.
5-2-3. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
5-2-4. Should the shareholder decide to attend a shareholder meeting by videoconference after a proxy form has been received by the Company, a written notice must be sent to the Company no later than 2 days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw the proxy arrangement before the due date, the vote of the proxy attendant shall prevail.
5-3. Principles for determining the time and place of a shareholders' meeting
5-3-1. The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
5-3-2. If the shareholder meeting is held by videoconference, it is not subject to the restriction on the revenue as specified in the preceding paragraph.
5-4. Preparation of documents such as the attendance book
5-4-1. The Company shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
5-4-2. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders' meeting in person.
5-4-3. Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
5-4-4. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
5-4-5. The Company shall furnish attending Shareholders with the meeting handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election for directors, pre-printed ballots shall also be furnished.
5-4-6. When the government or a juristic person is a shareholder, it may be represented by more

than one representative at a shareholders’ meeting. When a juristic person is appointed to attend a shareholders’ meeting as proxy, it may designate only one person to represent it in the meeting.

5-4-7. Shareholders who would like to attend the videoconference shareholder meeting should register with the Company at least two days before the shareholder meeting.
5-4-8. For shareholder meetings that are held by videoconference, the Company shall upload the meeting manual, annual report and other relevant information to the videoconference platform of the shareholder meeting at least 30 minutes before the meeting starts, and keep them disclosed until the end of the meeting.
5-4-9. Convening virtual shareholders' meetings and particulars to be included in shareholders' meeting notice

To convene a virtual shareholders' meeting, the Company shall include the follow particulars in the shareholders' meeting notice:

  - 5-4-9-1. The manner in which shareholders attend the virtual meeting and exercise their rights.

  - 5-4-9-2. 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.

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

  - 5-4-9-3. To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified.

5-5. The chair and non-voting participants of a shareholders' meeting
5-5-1. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers as chairman, the Vice Chairman shall act in place of the Chairman; if there is no vice chairman or the Vice Chairman is also on leave or for any reason unable to exercise the powers as vice chairman, the Chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

5-5-2. When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
5-5-3. It is advisable that shareholders' meetings convened by the Board of Directors be chaired by the Chairman of the Board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
5-5-4. If a shareholders' meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall select a chair from among themselves.
5-5-5. The Company may appoint its attorneys, certified public accountants, or related persons designated by it to attend a shareholders' meeting in a non-voting capacity.
5-6. Documentation of a shareholders' meeting by audio or video
5-6-1. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.
5-6-2. The recorded materials of the preceding paragraph shall be retained for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.
5-6-3. For the shareholder meetings held by videoconference, the Company shall retain records of the shareholders' registration, login, check-in, questioning, voting and vote counting results, etc., and make continuous and uninterrupted audio and video recording of the entire meeting. The above-mentioned materials and audio and video recordings shall be properly retained by the Company during the period of existence, and they shall be provided to those who are entrusted with handling videoconferencing tasks.
5-6-4. The above-mentioned materials and audio and video recordings shall be properly retained by the Company during the period of existence, and they shall be provided to those who are entrusted with handling videoconferencing tasks.
5-7. Calculation of attending shares; meeting procedures
5-7-1. Attendance at shareholders' meetings shall be calculated based on number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
5-7-2. The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.

5-7-3. If the quorum is not met after two postponements as referred to in Paragraph 5-7-2, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Paragraph 5-4.

5-8. Discussion of proposals

5-8-1. If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
5-8-2. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.
5-8-3. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda mentioned in Paragraphs 5-8-1 and 5-8-2 (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
5-8-4. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to be put to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

5-9. Shareholder speech

5-9-1. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
5-9-2. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
5-9-3. 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.
5-9-4. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
5-9-5. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
5-9-6. After an attending shareholder speaks, the chairman shall personally answer or designate a person to answer.
5-9-7. Where a virtual shareholders' meeting is convened, 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. The regulations in Paragraphs 5-9-1 through Paragraphs 5-9-5 do not apply.

5-10. Calculation of voting shares; the recusal system
5-10-1. Votes casted at a shareholders' meeting shall be calculated based the number of shares.
5-10-2. The shares of the shareholders without voting rights are not counted in the total issued shares for the resolution of the meeting.
5-10-3. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as a proxy for any other shareholder.
5-10-4. The number of shares for which voting rights may not be exercised under Paragraph 5- 10-3 shall not be calculated as part of the voting rights represented by attending shareholders.
5-10-5. With the exception of a trust enterprise or a shareholder services agent approved by the securities competent authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
5-11. Voting; vote-monitoring and vote calculation
5-11-1. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, Paragraph 2 of the Company Act.
5-11-2. When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person; however, such a shareholder shall be deemed to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. It is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
5-11-3. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail; However, if a declaration is made to cancel the said intent, such a declaration shall prevail.
5-11-4. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a

proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.

5-11-5. Except as otherwise provided in the Company Act and in the Company’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. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
5-11-6. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
5-11-7. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
5-11-8. Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
5-11-9. When the Company 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; the shareholder failing to do so will be deemed to have abstained from voting.
5-11-10. 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.
5-11-11. When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.
5-11-12. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extraordinary motions, they may not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

5-12. Election

5-12-1. The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.
5-12-2. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.

5-13. Meeting minutes and sign-off matters

5-13-1. Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
5-13-2. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
5-13-3. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including statistical tallies of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
5-13-4. Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents, or other force majeure events, and how issues are dealt with shall also be included in the minutes.
5-13-5. Where a virtual shareholders' meeting is convened, in addition to complying with the provisions of the proceeding paragraph, the meeting minutes should also specify the alternative measures taken for shareholders who may have difficulties joining the meeting by videoconference.

5-14. Public disclosure

5-14-1. On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting. .

5-14-2. If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
5-15. Maintaining order at the meeting place
5-15-1. Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
5-15-2. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
5-15-3. At the place of a shareholders' meeting, if a shareholder attempts to speak through any

device other than the public address equipment set up by the Company, the chair may prevent the shareholder from doing so.

5-15-4. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
5-16. Recess and resumption of a shareholders' meeting
5-16-1. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
5-16-2. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
5-16-3. A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
5-17. Disclosure of information at virtual meetings

For shareholder meetings that are held by videoconference, the Company immediately discloses the voting results of motions and election results to the videoconference platform of the shareholder meeting in accordance with the regulations, and keeps them disclosed for at least another 15 minutes after the chair announces the ending of the meeting.

5-18. Location of the chair and secretary of virtual-only shareholders' meeting

Both the chairperson and the meeting minute keeper shall be at the same domestic location when holding videoconferencing shareholder meetings, and the chair should announce the address of the place at the beginning of the meeting.

5-19. Handling of disconnection
5-19-1. In the event of a virtual shareholders' meeting, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents, or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
5-19-2. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session.
5-19-3. For a meeting to be postponed or resumed under Article 5-19-1, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders' meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders' meeting, shall be counted towards the total number of shares, number of voting rights, and number of election rights represented at the postponed or resumed session.
5-19-4. During a postponed or resumed session of a shareholders' meeting held under Article 5- 19-1, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
5-19-5. When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in Article 5-19-1, if the total number of shares represented

at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders' meeting shall continue, and no postponement or resumption thereof under Article 5-19-1 is required.

5-19-6. Under the circumstances where a meeting should continue as in the preceding paragraph, 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, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
5-19-7. When postponing or resuming a meeting according to Article 5-19-1, the Company shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
5-19-8. For dates or period set forth under Article 12, second half, and Article 13, Paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders' meeting that is postponed or resumed under Article 5-19-1.

5-20. Handling of digital divide

When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online.

5-21. These Procedures shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
Flowchart: None.
Forms: None.
References: None.
Attachments: None.

Two. Articles of Incorporation

Scientech Corporation Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is duly incorporated under the Company Act of the Republic of China, and its name shall be 辛耘企業股份有限公司 in the Chinese language, and Scientech Corporation in the English language.
Article 2: The scope of business of the Company shall be as follows:
I. CB01010 Machinery Equipment Manufacturing
II. CC01080 Electronics Components Manufacturing
III. E603050 Automatic Control Equipment Engineering
IV. F113010 Wholesale of Machinery
V. F119010 Wholesale of Electronic Materials
VI. F113030 Wholesale of Precision Instruments
VII. F401010 International Trade
VIII. F401021 Restrained Telecom Radio Frequency Equipment and Materials Import
IX. C901010 Pottery and Ceramics Products Manufacturing
X. C901020 Glass and Glass Products Manufacturing
XI. IG01010 Biotechnology Services
XII. IC01010 Medicine Inspection
XIII. F213040 Retail Sale of Precision Instruments
XIV. F213080 Retail Sale of Other Machinery and Equipment
XV. F218010 Retail Sale of Computer Software
XVI. F219010 Retail Sale of Electronic Materials
XVII. IZ99990 Other Industry and Commerce Services Not Elsewhere Classified XVIII. ZZ99999[All business activities that are not prohibited or restricted by law, except ] those that are subject to special approval
Article 2-1: When the Company is a limited-liability shareholder of another company, the total amount of the Company’s investment shall not be subject to the restriction of not more than 40% of the Company’s paid-up capital as provided in Article 13 of the Company Act.
Article 2-2: The Company may provide endorsement and guarantee and act as a guarantor to/for industry peers.
Article 3: The Company shall have its head office in Taipei City, Taiwan, Republic of China, and shall be free, upon approval of the Board of Directors, to set up representative and branch offices at various locations within and without the territory of the Republic of China, wherever and whenever the Board of Directors deems it necessary.
Article 4: Public announcements of the Company shall be made in accordance with the Company Act and other relevant rules and regulations of the Republic of China.

Chapter 2 Shares

Article 5: The total capital stock of the Company shall be in the amount of NT$1 billion, divided into 100 million shares, at NT$10 each, and may be issued in installments if the Board of Directors

deems it necessary. Among the total capital stock mentioned in the previous paragraph, a total of NT$50 million divided into 5 million shares at NT$10 per share should be reserved for issuing employee stock options, and may be issued in installments. If the Taiwan Depository & Clearing Corporation requests that share certificates be consolidated and exchanged for larger denomination security certificates, the Company may cooperate.

Article 5-1: Employees entitled to the treasury shares that the Company purchased in accordance with laws include employees of a controlled or affiliated company who meet certain criteria.
Employees entitled to the Company’s employee stock options include employees of a controlled or affiliated company who meet certain criteria.
When issuing new shares, the Company shall reserve 10 ~ 15 % of such new shares for subscription by employees, who shall include the employees of a controlled or affiliated company who meet certain criteria.

Employees entitled to the Company’s restricted stock units (RSU) include employees of a controlled or affiliated company who meet certain criteria.

Article 6: (Deleted)
Article 7: All of the Company’s shares shall be registered ones, and shall bear a serial number and the signature or seal of the director representing the Company, and may be issued after being duly certified or authenticated by a bank which is competent to certify shares under the laws. Registered share certificates issued by the Company are not required to be printed. The Company, however, should contact the securities depository and custodian institution for registration of the share certificates.
Article 8: Registration for transfer of shares shall be suspended 30 days immediately before the date of regular meeting of shareholders, and 15 days immediately before the date of any special meeting of shareholders, or within 5 days before the date on which dividend, bonus, or any other benefit is scheduled to be paid by the Company. After the public offering of the Company, registration for transfer of shares shall be suspended 60 days immediately before the date of regular meeting of shareholders, and 30 days immediately before the date of any special meeting of shareholders, or within 5 days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.
Article 8-1: The Company’s stock affairs shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority, except as otherwise provided in laws or regulations.
Article 8-2:Distribution of cash dividends shall be based on the name of shareholders and their shareholding percentage indicated on the shareholders register on the ex-dividend date; fractional dividends less than NT$1 shall be recognized as the Company’s other income.

Chapter 3 Shareholders’ meeting

Article 9: Shareholders’ meetings of the Company are of two types, namely:Regular meetings and Special meetings. Regular meetings shall be convened by the Board of Directors within 6 months after the close of each fiscal year once a year. Special meetings may be convened in accordance with the relevant laws whenever necessary.
Article 10: The Company’s shareholders’ meetings may be held by videoconference or other means announced by the competent authority of the central government.

If a shareholder is not able to attend the shareholders’ meeting in person for any reason, he/she may designate a proxy to attend the shareholders' meeting by executing the proxy form printed by the Company, affixing his/her signature or seal on the proxy form, and stating on the proxy form the scope of authorization.

Article 11: A shareholder shall be entitled to one vote for each share held, except when the shares are under any circumstance specified in Article 179 of the Company Act, in which case the shares shall be non-voting shares.
Article 12: Resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares, unless the Company Act provides otherwise.
Article 12-1: Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes mentioned in the previous paragraph shall be produced and distributed in accordance with Article 183 of the Company Act.
Article 12-2: If the Company wishes to cease to be a public company, it may do so only after obtaining an approval by a majority vote at a shareholders’ meeting attended by shareholders, either in person or by proxy, who represent two thirds or more of the Company’s total issued shares; this article shall not be changed during the Company’s listing on the emerging stock market, TWSE, or TPEx.

Chapter 4 Directors and the Audit Committee

Article 13: The Company shall have seven to nine directors, at least three of them shall be independent directors. Election of the Company’s directors and independent directors shall be of the candidate nomination system. Directors shall elected by the Shareholders' Meeting from among those with disposing capacity, shall serve a term of three years, and may be eligible for re-election. After the public offering of the Company, the percentage of shares held by all directors combined shall be no less than the threshold prescribed by the competent authority. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, and other matters for compliance with respect to independent directors shall be prescribed by the competent authority.
Article 13-1: As required by Article 14-4 of the Securities and Exchange Act, the Company has set up the Audit Committee composed of all independent directors no less than three persons, one of them shall be the convener, and at least one of them shall be an expert in the financial or accounting field.
The powers, rules of meeting procedures, and other compliance matters with respect to the Company’s Audit Committee shall be based on laws and the Company’s regulations.
be determined by the Board of Directors in accordance with relevant laws and regulations.
Article 14: The Board of Directors shall be composed of directors. A chairman of the Board of Directors shall be elected from among the directors by a majority vote at a Board of Directors meeting attended by two thirds or more of all directors. A vice chairman of the Board of Directors shall

be elected in the same manner. The Chairman of the Board shall represent the Company externally.

Article 15: If the Chairman of the Board is on leave or unable to exercise his/her powers for any reason, an acting chairman shall be elected in accordance with Article 208 of the Company Act.
Article 15-1: Except the first meeting of each term of the Board of Directors which is convened in the manner specified in Article 203 of the Company Act, all Board of Directors meetings shall be convened and chaired by the Chairman of the Board. Except otherwise specified in the Company’s regulations, a resolution may be passed only with a majority vote at a Board of Directors meeting attended by at least half of all directors. If a director is unable to attend a Board of Directors meeting for any reason, he/she may designate one, and but one, proxy to attend the meeting in accordance with Article 205 of the Company Act. Where a Board of Directors meeting is convened by videoconference, directors attending the meeting by videoconference shall be deemed to have attended the meeting in person.
Article 15-2: When the number of vacancies in the Board of Directors of the Company equals to one third of the total number of directors, the Board of Directors shall call a Shareholders' Meeting to elect succeeding directors to fill the vacancies. However, directors so elected shall serve a term equal to the remaining term of unexposed term of office of the predecessor.
Article 15-3: The Board of Directors meeting notice shall specify the reasons for convening a meeting, and shall be delivered to each director within a timeframe specified by the Company Act or regulations of the securities competent authority. In emergency circumstances, however, a meeting may be called at shorter notice. The Company may convene a Board of Directors meeting by giving a meeting notice to each director in writing, by e-mail, or by fax. Matters relating to the resolutions of a Board of Directors meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each director within 20 days after the conclusion of the meeting. The meeting minutes shall record the essentials of the proceedings and the results, and shall be retained in the Company along with the attendance book on which directors signed and the proxy forms.
Article 16: The Company shall pay remuneration to all directors performing their duties. The remuneration shall fully reflect the directors’ personal performance and the Company’s long-term operating performance, taking into consideration of the Company’s operating risks, and shall be determined by the Board of Directors by referencing the industry standards among peers. Different but reasonable remuneration may be set forth for the independent directors. The Company shall purchase liability insurance policies that cover the directors' term of service, and therefore insure itself against liabilities incurred by the directors over the course of service.
Article 16-1: (Deleted)

Chapter 5 Manager

Article 17: The Company may have several managers. Their appointment, dismissal, and remuneration shall comply with the Company Act.

Chapter 6 Accounting

Article 18: At the end of each fiscal year, the Company's Board of Directors shall compile the following

reports:I. Business Report. II. Financial Statements. III. Proposals on distribution of earnings or on off-set of deficits, etc. The documents shall be first audited by the Audit Committee 30 days before the date of the regular shareholders' meeting, and then be submitted to the regular shareholders' meeting for ratification in accordance with laws.

Article 19: (Deleted)

Article 20: If the Company has earnings at the end of year, it shall allocate 5%~15% of such earnings as employee remuneration; the Board of Directors shall allocate no more than 2% of such earnings as director remuneration. The employee remuneration proposal and director remuneration proposal shall be submitted and reported to the shareholders' meeting.

Employee remuneration may be distributed in cash or shares; those eligible for employee remuneration shall also include the employees of a subsidiary or affiliate who meet certain criteria. Such criteria shall be formulated by the Board of Directors. Director remuneration shall be distributed in cash. However, if the Company still has accumulated losses, an amount equal to such losses shall be reserved in advance, and the remainder may then be distributed as employee remuneration and director remuneration according to the percentage mentioned in the preceding paragraph.

In the event of surplus earnings after closing of annual accounts, due taxes shall be paid in accordance with the law, and losses incurred in previous years shall be compensated. Upon completion of the preceding actions, 10% of the remainder surplus shall be allocated as legal reserve. However, in the event that the accumulated legal reserve is equivalent to or exceeds the Company's total paid-in capital, such allocation may be exempted. The remainder may be set aside or reversed as special reserve in accordance with laws and regulations. If there is remaining surplus, the Board of Directors shall draft a surplus distribution proposal regarding the remainder of the surplus as well as accumulated undistributed surplus, shall decide whether to distribute the distributable dividends and bonus in cash or in shares, in whole or in part, by a majority vote at a Board of Directors meeting attended by two thirds or more of all directors, and shall report its decision to the Shareholders' Meeting. However, distribution of in the form of new shares shall be subject to a resolution of the Shareholders' Meeting.

The Company hereby authorizes the Board of Directors to distribute legal reserves and a part or all of the capital reserves stipulated in Article 241 of the Company Act in cash by a resolution achieved by a majority vote at a Board of Directors meeting attended by two thirds or more of all directors; however, the Board of Directors shall report its resolution to the Shareholders' Meeting. However, distribution of in the form of new shares shall be subject to a resolution of the Shareholders' Meeting.
Article 20-1: The Company’s dividend policy considers the environment it is in and the growth stage it is at. To cope with future capital requirements and long-term financial planning while maintaining shareholder interests and a balanced dividend policy, shareholder dividends will be distributed in shares or in cash, as appropriate, based on future capital expenditure requirements and the extent of dilution effect on earnings per share. Of the shareholder dividends distributed, no less than 10% shall be in cash. The actual distribution percentage shall be determined by the Board of Directors by considering the Company’s business planning, investment plan, capital planning, and the changes in internal and external

environment.

Chapter 7 Supplementary provisions

Article 21: Any matters that are not addressed in the Articles of Incorporation shall be governed by the Company Act.
Article 22: The Articles of Incorporation were established on June 15, 1979. The 1st revision was made on August 16, 1979. The 2nd revision was made on September 26, 1979. The 3rd revision was made on May 23, 1981. The 4th revision was made on November 1, 1983. The 5th revision was made on January 23, 1984. The 6th revision was made on July 25, 1984. The 7th revision was made on June 26, 1987. The 8th revision was made on April 30, 1992. The 9th revision was made on July 8, 1996. The 10th revision was made on December 10, 1996. The 11th revision was made on November 20, 1998. The 12th revision was made on June 5, 2001. The 13th revision was made on February 18, 2002. The 14th revision was made on April 10, 2002. The 15th revision was made on September 30, 2003. The 16th revision was made on May 10, 2004. The 17th revision was made on August 25, 2004. The 18th revision was made on October 21, 2004. The 19th revision was made on May 11, 2005. The 20th revision was made on June 28, 2005. The 21st revision was made on January 25, 2006. The 22nd revision was made on May 18, 2006. The 23rd revision was made on June 28, 2006. The 24th revision was made on June 29, 2007. The 25th revision was made on June 13, 2008. The 26th revision was made on June 19, 2009. The 27th revision was made on June 18, 2010. The 28th revision was made on June 24, 2011. The 29th revision was made on June 27, 2012. The 30th revision was made on June 9, 2015. The 31st revision was made on June 7, 2016. The 32nd revision was made on June 22, 2017. The 33rd revision was made on June 14, 2019. The 34th revision was made on June 11, 2020. The 35th revision was made on June 16, 2022.

Scientech Corporation

Chairman Of The Board: HUNG-LIANG HSIEH

Three. The Effect of Stock Dividend Distribution Resolved at This Shareholders’ Meeting on the Company’s Operating Performance, Earnings per Share, and Return on Shareholder Equity:

Not applicable because the Company does not intend to distribute share dividends to employees and shareholders this year; in addition, the Company is not required to disclose the financial forecast for 2023, according to the Regulations Governing the Publication of Financial Forecasts of Public Companies.

Four. Shareholding by Directors

(Data as of the book closure date on April 15, 2023)

Name Director: Chairperson Hung-Liang Hsieh Independent director Jyan-Bang Chen Independent director Cheng-Li Yang Independent director Sung-Jen Fang Director Ming-Chi Hsu Director Chung-Ho Shaw Director Han-Liang Hu Director Fullway Investment Corporation Director Wei-Lin Hsieh Subtotal	Number of shares held

	7,943,455 0 0 0 263,215 241,000 0 1,341,262 1,583,934
	11,372,866

Note:

The Company does not have supervisors because it has set up the Audit Committee composed of three independent directors.

The Company’s paid-in capital currently comprises 81,139,000 shares. As such, according to the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” promulgated by the Securities and Futures Bureau, Financial Supervisory Commission, Executive Yuan, based on Article 26 of the Securities and Exchange Act, the minimum quantity of share the Company’s directors as a whole is required to hold is 6,491,120 shares (8%). The shareholding percentage of the Company’s directors as a whole complies with the legal requirement.

Five. Summary of Proposals Put Forward by Shareholders

As required by Article 172-1 of the Company Act, the Company will accept Regular Shareholders’ Meeting proposals which are put forward in writing by shareholders holding 1% or more of the Company’s issued shares, between March 27, 2023 and April 6, 2023, and has disclosed such information on the MOPS. As of April 6, 2023, the Company did not receive any proposal put forward by shareholders.

AI assistant

Scientech — AGM Information 2023

52347_rns_2023-06-16_02c0560b-9f44-4ef6-a93a-678f24816d4d.pdf

SCIENTECH CORPORATION

2023 Annual Regular Shareholders’ Meeting

Meeting Agenda

Table of Contents

Chapter 2. Agenda

One. Chair Takes the Floor

Two. Reports

Proposal 6 (Proposed by the Board of Directors)

Three.Acceptance

Proposal 1 (Proposed by the Board of Directors)

Description:

Proposal 2 (Proposed by the Board of Directors)

Chapter 3. Attachments

A. 2022 Business Report

Dear Scientech Shareholders:

2022 operating results:

II. Outline of the 2023 Business Plan:

III. Future development strategies

A. Audit Committee Review Report for 2022

SCIENTECH CORPORATION

Audit Committee Review Report

B. Regulations Governing Procedure for Board of Directors Meetings before and after amendment.

C. 2022 Consolidated Financial Statements and Individual Financial Statements

Independent Auditors’ Report

To SCIENTECH CORPORATION:

Audit opinion

Basis of Audit Opinion

Key Audit Matters

Revenue recognition

Other Matters

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

SCIENTECH CORPORATION and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2022 and 2021

SCIENTECH CORPORATION and Subsidiaries

Consolidated Statement of Comprehensive Income

(Continued)

(Continued)

SCIENTECH CORPORATION and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2022 and 2021

SCIENTECH CORPORATION and Subsidiaries Consolidated Statement of Cash Flows

January 1 to December 31, 2022 and 2021

Independent Auditors’ Report

To SCIENTECH CORPORATION:

Audit opinion

Basis for Opinions

Key Audit Matters

Revenue recognition

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

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

SCIENTECH CORPORATION

Parent Company Only Balance Sheet

SCIENTECH CORPORATION

Parent Company Only Statement of Comprehensive Income

(Continued)

(Continued)

SCIENTECH CORPORATION

SCIENTECH CORPORATION

Parent Company Only Statement of Cash Flows

January 1 to December 31, 2022 and 2021

(Continued)

Chapter 4. Appendix

One. Rules of Procedure for Shareholders' Meetings

SCIENTECH CORPORATION Rules of Procedure for Shareholders' Meetings

5-8. Discussion of proposals

5-9. Shareholder speech

5-12. Election

5-13. Meeting minutes and sign-off matters

5-14. Public disclosure

5-20. Handling of digital divide

Two. Articles of Incorporation

Scientech Corporation Articles of Incorporation

Chapter 1 General Provisions

Chapter 2 Shares

Chapter 3 Shareholders’ meeting

Chapter 4 Directors and the Audit Committee

Chapter 5 Manager

Scientech AGM Information 2023