Scientech - AGM Information 2025 | FinancialReports.eu

Stock Code: 3583

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SCIENTECH CORPORATION

2025 Annual General Shareholders’ Meeting

Meeting Handbook

Time and Date : May 23 (Friday), 2025, at 9 a.m. Venue : 6nd Floor, No. 182, Bade Road, Hsinchu City

		Table of Contents
			Page
Chapter	1. Proceedings for 2025 Annual General Shareholders’ Meeting		1
Chapter	2. Agenda		2
	(1.)	Chair Takes the Floor	2
	(2.)	Reports	4
	(3.)	Acceptance	6
	(4.)	Discussions	6
	(5.)	Extempore Motion	6
Chapter	3. Attachments		7
	(1.)	2024 Business Report	7
	(2.)	Audit Committee Review Report for 2024	9
	(3.)	2024 Consolidated Financial Statements and Individual Financial Statements	10
	(4.)	Comparison Table for the Articles of Incorporation before and after amendment	37
Chapter	4. Appendixes
	(1.)	Rules of Procedure for Shareholders' Meetings	38
	(2.)	Articles of Incorporation	49
	(3.)	The Effect of Stock Dividend Distribution Resolved at This	55
		Shareholders’ Meeting on the Company’s Operating
		Performance, Earnings per Share, and Return on Shareholder
		Equity
	(4.)	Shareholding by Directors	55
	(5.)	Summary of Proposals Put Forward by Shareholders	55

Chapter 1. Proceedings for 2025 Annual Shareholders’ Meeting

I. Chair Takes the Floor
II. Reports
III. Acceptance
VI. Discussion
V. Extempore Motion

VII. Meeting Adjourned

Chapter 2. Agenda

Type of Annual Shareholders’ Meeting: Physical shareholders’ meeting Time and Date: 9 a.m. on May 23, 2025

Venue: 6nd Floor, No. 182, Bade Road, Hsinchu City

One. Chair Takes the Floor

Two. Reports

Proposal 1 (Proposed by the Board of Directors)

Subject Matter: 2024 Business Report

Description: For the Company’s 2024 Business Report, please refer to Attachment 1 on P.7 of this handbook.

Proposal 2 (Proposed by the Board of Directors)

Subject Matter: Audit Committee Review Report for 2024

Description: For the Company’s Audit Committee Review Report for 2024, please refer to Attachment 2 on P.9 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 2024

Description:

The Company’s employee remuneration and director remuneration for 2024 stood at 108,700 thousand and 14,000 thousand, respectively, constituting 8.67% and 1.12%, respectively, of the profit before tax of 2024 in the amount of $1,254,093 (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 2024, the Board of Directors distributed shareholder dividends in the amount of 361,476,000 dollars in cash, that is 4.5 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: Report on implementation of issuance of the first domestic unsecured convertible corporate bond and the second domestic unsecured convertible corporate bond.

Description:

(I) Carried out by Article 246 of the Company Act.
(II) In order to purchase machinery and equipment and plant building, Company’s board of directors meeting dated Feb. 29, 2024, approved the issuance of the first domestic unsecured convertible corporate bonds and the second domestic unsecured convertible corporate bonds with a total issuance amount of NT$200 million and NT$1 billion respectively. The issuance has been filed with the Financial Supervisory Commission in its official letters titled Jin-Guan-Zheng-Fa-Zi No. 1130342373 and Jin-Guan-Zheng-FaZi No. 11303423731 on May 31, 2024, and has been approved for issuance by the Taiwan Securities Exchange in its official letters titled Zhen-Gui-Zhai-Zi No. 11300045062 and

No. 11300048652 on June 14, 2024.

(III) Report on implementation of issuance of the first domestic unsecured convertible corporate

bond and the second domestic unsecured convertible corporate bond as follows:

Name of the Bond	First domestic unsecured convertible corporate bond	Second domestic unsecured convertible corporate bond
Issuance date	2024/6/7	2024/6/19
Issuance amount	NT$200,000,000.-	NT$1,000,000,000.-
Face value	NT$100,000.-	NT$100,000
Issuanceprice	NT$100.-	NT$117.07.-
Issuance period	3 years (Expirydate: 2027/06/07)	3 years (Expirydate: 2027/06/19)
Coupon rate	0%	0%
Principal payment method	Except under the circumstances when the holder of this Convertible Corporate Bond holder converts the bond into the Company's common shares by Article 10 of the Regulations or exercises the put right in accordance with Article 19 of the Regulations, or the Company redeems the bond in advance in accordance with Article 18 of the Regulations, or when the Company repurchases and cancels the bond through TPEx, the Company shall repay the principal amount of these bonds in cash in a single lumpsum upon maturity	Except under the circumstances when the holder of this Convertible Corporate Bond holder converts the bond into the Company's common shares by Article 10 of the Regulations or exercises the put right in accordance with Article 19 of the Regulations, or the Company redeems the bond in advance in accordance with Article 18 of the Regulations, or when the Company repurchases and cancels the bond through TPEx, the Company shall repay the principal amount of these bonds in cash in a single lump sum upon maturity
The state of conversion of the corporate bonds as of the conversions suspension date (2025/3/25)	As of the conversion suspension date, 0 convertible bonds were converted, yielding 0 converted shares, and the face value of the remaining unconverted bonds is NT$200,000,000.`。`	As of the conversion suspension date, 0 convertible bonds were converted, yielding 0 converted shares, and the face value of the remaining unconverted bonds is NT$1,000,000,000`元` `。`

Three. Acceptance

Proposal 1 (Proposed by the Board of Directors)

Subject Matter: The Company’s 2024 Business Report and Financial Statements (including the Consolidated Financial Statements), proposed for acceptance.

Description:

The Company’s Business Report of 2024 has been reported in Proposal 1 in the Reports session, and is submitted to the Shareholders' Meeting for acceptance. The Company’s 2024 Financial Statements and Consolidated Financial Statements were all be audited by CPA Hui-Min Huang and CPA Yu-Cheng Hsin from Deloitte & Touche Taiwan; please refer to Attachment 3 on

P.10~P.36 of this handbook.

Resolutions:

Proposal 2 (Proposed by the Board of Directors)

Subject Matter: The Company’s 2024 Earnings Distribution Proposal, submitted for acceptance. Description: Below is the Company’s 2024 Earnings Distribution Proposal presented in the form of tables.

Proposal 2(Proposed by the Board of Directors) Subject Matter: The Company’s 2024 Earnings Distribution Proposal, submitted for acceptance. Description: Below is the Company’s 2024 Earnings Distribution Proposal presented in the form of tables.	Proposal 2(Proposed by the Board of Directors) Subject Matter: The Company’s 2024 Earnings Distribution Proposal, submitted for acceptance. Description: Below is the Company’s 2024 Earnings Distribution Proposal presented in the form of tables.	Proposal 2(Proposed by the Board of Directors) Subject Matter: The Company’s 2024 Earnings Distribution Proposal, submitted for acceptance. Description: Below is the Company’s 2024 Earnings Distribution Proposal presented in the form of tables.
Unit: New Taiwan dollar Item Amount Description Unappropriated earnings - beginning of period $ 1,714,393,123 Effect of retrospective application and retrospective restatement 0 Reconciled unappropriated earnings - beginningofperiod 1,714,393,123 Defined benefits plan remeasurement recognized in retained earnings 340,433 Reconciled unappropriated earnings 1,714,733,556 Netprofits for theperiod 926,982,841 Legal reserveprovision(10%) (92,732,327) Special reserveprovision 0 Distributable earnings of thisperiod 2,548,984,070 Distribution item: shareholder dividends (361,476,000) 4.5 dollars of cash dividends for each share Unappropriated earnings - end ofperiod 2,187,508,070 Note: (1) The Company's paid-in capital is 803,280,000 dollars which is divided into 80,328,000 issued shares, 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 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$ 361,476,000 dollars of the Company’s profit after tax of 2024.
Item	Amount	Description
Unappropriated earnings - beginning of period	$ 1,714,393,123	4.5 dollars of cash dividends for each share
Effect of retrospective application and retrospective restatement	0
Reconciled unappropriated earnings - beginningofperiod	1,714,393,123
Defined benefits plan remeasurement recognized in retained earnings	340,433
Reconciled unappropriated earnings	1,714,733,556
Netprofits for theperiod	926,982,841
Legal reserveprovision(10%)	(92,732,327)
Special reserveprovision	0
Distributable earnings of thisperiod	2,548,984,070
Distribution item: shareholder dividends	(361,476,000)
Unappropriated earnings - end ofperiod	2,187,508,070
Note: (1) The Company's paid-in capital is 803,280,000 dollars which is divided into 80,328,000 issued shares, 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 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$ 361,476,000 dollars of the Company’s profit after tax of 2024.

Chairman of the Board: HUNG-LIANG HSIEH

Manager: MING-CHI HSU

Accounting Manager: SHAO-CHE CHUANG

Resolutions:

Four. Discussions :

Proposal 1 (Proposed by the Board of Directors)

Subject Matter: Proposal on the amendment to the Articles of Incorporation; proposed for discussion:

Description:

In response to the Presidential promulgation on August 7, 2024 (Hua-Zong-Yi-Yi-Zi No. 11300069631), amending Article 14, Paragraph 6 of the Securities and Exchange Act, the Company hereby revises its "Articles of Incorporation" and submits the attached comparison table of the amended "Articles of Incorporation." Please refer to Attachment 4 on P.37 of this handbook.

Resolutions:

Five. Extempore Motion:

Six. Meeting Adjourned

Chapter 3. Attachments

Attachment I

2024 Business Report

Dear Scientech Shareholders:

2024 operating results:

In 2024, the Company has seen a consolidated operating revenue of NT$9,688,280 thousand, an increase of NT$2,776,299 thousand from last year; operating profit of NT$1,115,549 thousand , an increase of NT$397,827 thousand from last year; an income before tax of NT$1,276,704 thousand, an increase of NT$416,360 thousand from last year; a net income of NT$926,983 thousand (net of the income tax of NT$349,721 thousand), an increase of NT$276,681 thousand from last year; and an EPS of NT$11.54 dollars.

Item	2023	2024	Amount increased or decreased	Growth rate
Operatingrevenue	6,911,981	9,688,280	2,776,299	40%
Operating grossprofit	2,201,332	2,905,827	704,495	32%
Operating profit	717,722	1,115,549	397,827	55%
Netprofit before tax	860,344	1,276,704	416,360	48%
Netprofit after tax	650,302	926,983	276,681	43%
Earnings per share (NT$) (after taxes)	8.10	11.54	3.44	42%

II. Outline of the 2025 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 Advanced Packaging 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 will move forward to attain more advanced process capability to meet customers’ needs this year.
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 2025, 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 2025, 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, and improving wafer reclaim process technology and production capacity.

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

Attachment II

Audit Committee Review Report for 2024

SCIENTECH CORPORATION

Audit Committee Review Report

After reviewing the 2024 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

February 27, 2025

Attachment III

2024 Consolidated Financial Statements and Individual Financial Statements

Independent Auditors’ Report

SCIENTECH CORPORATION The Board of Directors and Shareholders:

Audit opinion

SCIENTECH CORPORATION and its subsidiaries (collectively referred to as the SCIENTECH Group) as of 31 December 2024 and 2023, and the Consolidated Balance Sheets, for the period from 1 January through 31 December 2024 and 2023, and the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows, and the Notes on Consolidated Financial Statements (including the summary of significant accounting policies), have been audited by our accountants.

In our opinion, the aforementioned Consolidated Financial Statements fairly present, in all material respects, the consolidated financial position of the SCIENTECH Group as of December 31, 2024 and 2023, and the consolidated financial performance and consolidated cash flows for the periods from January 1 to December 31, 2024 and 2023, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations, and Statement on Internal Control (SIC) approved and promulgated by the Financial Supervisory Commission.

Basis of Audit Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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. The personnel of our affiliated firm subject to independence regulations have maintained independence from the SCIENTECH Group in accordance with the International Code of Ethics for Professional Accountants (IESBA Code), and

fulfilled other responsibilities under that code. 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 matters that, in our professional judgment, were of most significance in the audit of the Consolidated Financial Statements of the SCIENTECH Group for the year 2024. 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.

The Key Audit Matters for the SCIENTECH Group's 2024 Consolidated Financial Statements are stated as follows: Revenue recognition

The SCIENTECH Group's operating revenue from agency and manufacturing machines for the year 2024 is significant to the overall financial statements. Machine revenue is recognized when performance obligations are fulfilled. Since the company might recognize sales revenue before meeting the conditions for recognizing souvenir (merchandise) revenue, it is listed as a 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 Statement for the years 2024 and 2023, and our auditor has issued an audit report with unqualified opinions 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 alt ernatives 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 in auditing the Consolidated Financial Statements 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 audit report. Reasonable assurance is a high level of assurance, but an audit conducted in accordance with the Auditing Standards cannot guarantee that a material misstatement in the Consolidated Financial Statements will always be detected. 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.

3.

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 directing, supervising, and executing the group's audit engagements and for forming the group's 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.

We determined the key audit matters for the audit of the SCIENTECH Group's 2024 Consolidated Financial Statements from the matters communicated with those charged with governance. 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 do ing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte & Touche Taiwan CPA: HUI-MIN HUANG CPA: YU-CHENG HSIN Approval No. from the Financial Approval No. from the Financial Supervisory Commission Supervisory Commission Financial-Supervisory-SecuritiesFinancial-Supervisory-SecuritiesAuditing-Order No.1070323246 Auditing-Order No.1120349008

27 February 2025

SCIENTECH CORPORATION and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2024 and 2023

Unit: NT$ thousand

C o d e 1100 1110 1170 1180 130X 1410 1470 11XX 1517 1550 1600 1755 1785 1840 1915 1975 1990 15XX 1XXX C o d e 2100 2130 2170 2219 2230 2252 2280 2399 21XX 2530 2570 2580 25XX 2XXX 3110 3200 3310 3320 3350 3300 3410 3420 3400 3XXX	A s s e t s Current Assets Cash and cash equivalents (Notes 4 and 6) Current financial assets at fair value through profit or loss(Notes 4 and 7) Notes and accounts receivable (Notes 4, 9, and 21) Accounts receivable - related parties (Notes 4, 9, 21, and 28) Inventories (Notes 4, 10, and 25) Prepayments Other current assets (Notes 15, 28, and 29) Total current assets Non-current assets Financial assets at fair value through other comprehensive income (Notes 4 and 8) Investments accounted for using equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13, and 25) Right-of-use assets (Notes 4 and 14) Patent right (Note 4) Deferred tax assets (Notes 4 and 23) Prepayments for equipment (Note 13) Net defined benefit assets (Notes 4 and 19) Other non-current assets (Note 15) Total non-current assets Total Assets L i a b i l i t i e s a n d S t o c k h o l d e r s ’ E q u i t y Current liabilities Short-term borrowings (Note 16) Contract liabilities (Notes 4, 21, and 28) Notes payable and accounts payable Other payables (Notes 13, 18, and 28) Current tax liabilities (Notes 4 and 23) Short-term warranty provision (Note 4) Lease liabilities (Notes 4, 14, and 28) Other current liabilities Total current liabilities Non-current liabilities Bonds payable (Note 4 and 17) Deferred tax liabilities (Notes 4 and 23) Lease liabilities (Notes 4, 14, and 28) Total non-current liabilities Total liabilities Equity (Notes 4, 12, and 20) Capital stock Capital surplus Retained earnings Legal reserves Special reserve Unappropriated earnings Total retained earnings Other equity exchange differences on translation of foreign financial statements Unrealized valuation gains or losses on financial assets at fair value through other comprehensive income Total other equity interests Total stockholders’ equity Total Liabilities and Equity	31 December 2024 A m o u n t ％ $ 7,014,917 30 2,480 - 590,216 3 - - 11,625,770 50 792,137 3 68,762 - 20,094,282 86 279,028 1 636,932 3 1,634,599 7 86,515 - 693 - 241,777 1 455,810 2 1,764 - 52,341 - 3,389,459 14 $ 23,483,741 100 $ 563,221 2 14,006,118 60 1,487,448 6 639,991 3 159,652 1 85,579 - 17,011 - 28,248 - 16,987,268 72 1,145,654 5 315,374 2 73,440 - 1,534,468 7 18,521,736 79 803,280 3 917,777 4 439,166 2 - - 2,641,716 11 3,080,882 13 55,395 - 104,671 1 160,066 1 4,962,005 21 $ 23,483,741 100	31 December 2023	31 December 2023
		A m o u n t $ 7,014,917 2,480 590,216 - 11,625,770 792,137 68,762 20,094,282 279,028 636,932 1,634,599 86,515 693 241,777 455,810 1,764 52,341 3,389,459 $ 23,483,741 $ 563,221 14,006,118 1,487,448 639,991 159,652 85,579 17,011 28,248 16,987,268 1,145,654 315,374 73,440 1,534,468 18,521,736 803,280 917,777 439,166 - 2,641,716 3,080,882 55,395 104,671 160,066 4,962,005 $ 23,483,741	A m o u n t $ 4,660,977 7,529 775,942 11,439 9,631,247 1,158,475 161,306 16,406,915 210,136 423,092 1,533,603 80,680 952 156,634 67,518 1,778 41,539 2,515,932 $ 18,922,847 $ 296,529 11,818,592 1,873,273 475,050 182,388 53,119 12,223 15,931 14,727,105 - 134,634 71,855 206,489 14,933,594 803,280 685,901 375,378 33,380 2,066,113 2,474,871 ( 10,578 ) 35,779 25,201 3,989,253 $ 18,922,847	％
				25 - 4 - 51 6 1 87 1 2 8 1 - 1 - - - 13 100 2 62 10 3 1 - - - 78 - 1 - 1 79 4 4 2 - 11 13 - - - 21 100

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 Comprehensive Income

January 1 to December 31, 2024 and 2023

Unit: NT$ thousand; except earnings per share

C o d e Operating revenue (Notes 4, 21, and 28) 4100 Goods sales revenue 4600 Services revenue 4800 Other operating revenue 4000 Total operating revenue 5000 operating costs (Notes 10 and 22) 5900 gross profit from operations 5910 Realized (unrealized) gains on transactions with associates (Note 4 and 12) 5950 Realized operating gross profit Operating expenses (Notes 9, 22, and 28) 6100 Marketing expenses 6200 General and administrative expenses 6300 R&D expenses 6000 Total operating expenses 6900 Operating Income (Continued)	2024	％ 97 3 - 100 70 30 - 30 13 2 4 19 11	2023
	A m o u n t $ 9,400,488 277,278 10,514 9,688,280 6,787,607 2,900,673 5,154 2,905,827 1,197,462 215,263 377,553 1,790,278 1,115,549		A m o u n t $ 6,675,214 229,473 7,294 6,911,981 4,705,858 2,206,123 ( 4,791 ) 2,201,332 947,733 194,435 341,442 1,483,610 717,722	％
				97 3 - 100 68 32 - 32 14 3 5 22 10

(Continued)

(Continued)
C o d e Non-operating income and expenses 7010 Other income (Note 4, 8, and 28) 7020 Other gains and losses 7050 Finance costs (Notes 4, 22, and 28) 7060 Share of profit or loss of associates accounted for using equity method (Notes 4 and 12) 7100 Income from interests(Notes 4 ) 7225 Gains on disposals of investments(Notes 12) 7630 Exchange gains or losses (Notes 4 and 31) 7670 Impairment loss (Notes 4 and 13) 7000 Total non-operating income and expenses 7900 Net profits before tax 7950 Tax expense (Notes 4 and 23) 8200 Net profit in the current year Other comprehensive income (Note 4) Items that will not be reclassified to profit or loss 8311 Re-measurements of defined benefit plans (Note 19)	2024	％ - - - - 2 - - - 2 13 3 10 -	2023
	A m o u n t $ 23,093 ( 2,904 ) ( 17,875 ) ( 22,717 ) 166,676 - 14,882 - 161,155 1,276,704 349,721 926,983 426		A m o u n t $ 37,993 ( 6,424 ) ( 4,587 ) ( 30,649 ) 121,266 80,634 ( 54,695 ) ( 916 ) 142,622 860,344 210,042 650,302 ( 217 )	％
				- - - - 2 1 ( 1 ) - 2 12 3 9 -

(Continued)

(Continued) C o d e 8316 Unrealized valuation gains or losses on investment in equity instruments at fair value through other comprehensive income 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 23) 8310 Items that will be reclassified to profit or loss 8361 exchange differences on translation of foreign financial statements 8370 Share of other comprehensive income of associates accounted for using the equity method (Note 12) 8399 Income tax related to items that might be reclassified (Note 23) 8360 (Continued)	2024	％ 1 - 1 - - - -	2023
	A m o u n t 68,892 ( 86 ) 69,232 $ 66,196 16,270 ( 16,493 ) 65,973		A m o u n t 71,574 43 71,400 ( $ 7,630 ) ( 8,759 ) 3,283 ( 13,106 )	％
				1 - 1 - - - -

(Continued)

(Continued)
C o d e 8300 Other comprehensive income (net after tax) 8500 Total comprehensive income for the year Earnings per share (Note 24) 9710 Basic 9810 Diluted	2024	％ 1 11	2023
	A m o u n t 135,205 $ 1,062,188 $ 11.54 $ 11.36		A m o u n t 58,294 $ 708,596 $ 8.10 $ 8.05	％
				1 10

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

Unit: NT$ thousand

SCIENTECH CORPORATION and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2024 and 2023

C a p i t a l	R e t a i n	e d e a r n i n g s Special reserve Unappropriated e a r n i n g s $ 14,306 $ 1,793,497 - - - ( 57,010 ) 19,074 ( 19,074 ) - ( 289,181 ) - ( 12,247 ) - 650,302 - ( 174 ) 33,380 2,066,113 - ( 63,788 ) ( 33,380 ) 33,380 - ( 321,312 ) - - - 926,983 - 340 $ - $ 2,641,716	O t h e r	T o t a l stockholders’ e q u i t y
			F o r e i g n o p e r a t i o n s Translation of F i n a n c i a l S t a t e m e n t s E x c h a n g e di f ferenc e s $ 2,415 113 - - - - - ( 13,106 ) ( 10,578 ) - - - - - 65,973 $ 55,395
Thousand shares 81,139 - - - - ( 811 ) - - 80,328 - - - - - - 80,328	Legal reserves $ 318,368 - 57,010 - - - - - 375,378 63,788 - - - - - $ 439,166	Special reserve $ 14,306 - - 19,074 - - - - 33,380 - ( 33,380 ) - - - - $ -
				$ 3,582,486 ( 12,648 ) - - ( 289,181 ) - 650,302 58,294 3,989,253 - - ( 321,312 ) 231,876 926,983 135,205 $ 4,962,005

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 Cash Flows January 1 to December 31, 2024 and 2023

A. Unit: NT$ thousand

C o d e Cash flow from operating activities A10000 Net profits before tax A20010 reconcile profit item A20100 Depreciation A20200 Amortization expense A20300 Expected credit reversal of impairment loss recognized in profit or loss A20900 Financial cost A21200 Income from interests A21300 Dividend Income A20400 Net loss (gain) of financial assets at fair value through profit or loss 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 (Realized) Unrealized gains on transactions with associates A24100 Unrealized foreign exchange loss (gain) A29900 Defined benefit cost A30000 Net changes in operating assets and liabilities A31150 notes and accounts receivable A31160 Accounts receivable - related parties A31200 Inventories A31230 Prepayments A31240 other current assets A32125 Contract liabilities A32150 Notes payable and accounts payable A32180 Other payables (Continued)	2024 $ 1,276,704 135,480 259 ( 4,781 ) 17,875 ( 166,676 ) ( 4,045 ) ( 2,794 ) 22,717 ( 4 ) - 353,180 ( 5,154 ) 35,865 599 208,155 12,443 ( 2,288,733 ) 380,048 98,046 2,053,672 ( 442,092 ) 135,132	2023
		$ 860,344 121,304 260 ( 3,806 ) 4,587 ( 121,266 ) ( 3,998 ) 248 30,649 12 ( 80,634 ) 339,097 4,791 ( 48,743 ) ( 22 ) 75,669 ( 7,071 ) ( 4,774,819 ) 642,190 25,688 4,153,305 ( 228,335 ) 76,023

(Continued) C o d e 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 flows from (used in) operating activities Cash Flow from Investing Activities B00200 Proceeds from disposal of financial assets at fair value through profit or loss B01800 Acquisition of long-term equity investments accounted for using the equity method B01900 Disposal of long-term equity investments accounted for using the 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 flows from (used in) investing activities Cash Flow from Financing Activities C00100 Increase in short-term borrowings C00200 Decrease in short-term borrowings C01200 proceeds from issuing bonds C04020 Repayment of principal of lease liabilities C04500 Cash dividends paid CCCC Net cash flows from financing activities (used in) DDDD Effects of exchange rate changes on cash and cash equivalents EEEE Increase in cash and cash equivalents (Continued) (Continued) C o d e E00100 Cash and cash equivalents - beginning of year	2024 31,436 12,317 ( 159 ) 1,859,490 166,676 ( $ 5,122 ) ( 295,413 ) 1,725,631 7,385 ( 215,133 ) - ( 546,820 ) 125 ( 10,703 ) 4,045 ( 761,101 ) 657,608 ( 401,761 ) 1,365,243 ( 17,593 ) ( 321,312 ) 1,282,185 107,225 2,353,940 2024 4,660,977	2023
		12,290 ( 1,185 ) ( 131 ) 1,076,447 121,266 ( $ 4,641 ) ( 188,951 ) 1,004,121 38,716 - 48,940 ( 59,221 ) 3 ( 6,825 ) 3,998 25,611 326,685 ( 455,080 ) - ( 10,203 ) ( 289,181 ) ( 427,779 ) ( 22,927 ) 579,026 2023
		4,081,951

$ 7,014,917

$ 4,660,977

E00200 Cash and cash equivalents - end of year

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

SCIENTECH CORPORATION The Board of Directors and Shareholders:

Audit opinion

SCIENTECH CORPORATION's Parent Company Only Balance Sheets as of December 31, 2024 and 2023, and the Parent Company Only Statements of Comprehensive Income, Parent Company Only Statements of Changes in Equity, Parent Company Only Statements of Cash Flows for the period from January 1 through December 31, 2024 and 2023, and the notes to the parent company only financial statements (including the summary of significant accounting policies), have been audited by our accountants.

In our opinion, the aforementioned parent company only financial statements are prepared, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and they fairly present the financial position of SCIENTECH CORPORATION as of 31 December 2024 and 2023, and its financial performance and cash flows for the periods from 1 January to 31 December 2024 and 2023.

Basis of Audit Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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. The personnel of our affiliated firm have adhered to the International Code of Ethics for Professional Accountants (IESBA Code), maintaining impartial independence with SCIENTECH CORPORATION and fulfilling other responsibilities under the code. 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 matters that, in our professional judgment, were of most significance in the audit of the SCIENTECH CORPORATION parent company only financial statements for the year 2024. 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.

The key audit matters of the individual financial statements of SCIENTECH CORPORATION for the year 2024 are stated as follows: Revenue recognition

SCIENTECH CORPORATION in the year 2024, due to the operating revenue from agency and manufacturing of machines being significant to the overall financial statements, recognizes machine revenue upon fulfillment of performance obligations. Since the Company may recognize sales revenue without meeting the recognition criteria for souvenir (merchandise) revenue, it is classified as a 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 discus sing 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.

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 enab le 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 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 include s 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. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual financial statements.

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. The auditor is responsible for directing, supervising, and executing the audit engagement and for forming the audit opinion of SCIENTECH CORPORATION.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signific ant 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. We determined the key audit matters for the audit of the 2024 individual financial statements of SCIENTECH CORPORATION from the matters communicated with those charged with governance. 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: YU-CHENG HSIN

Approval No. from the Financial Supervisory Commission

Financial-Supervisory-SecuritiesAuditing-Order No.1070323246

Approval No. from the Financial Supervisory Commission Financial-Supervisory-SecuritiesAuditing-Order No.1120349008

February 27, 2025

SCIENTECH CORPORATION

Parent Company Only Balance Sheet

As of December 31, 2024 and 2023

Unit: NT$ thousand

C o d e 1100 1110 1170 1180 130X 1410 1470 11XX 1517 1550 1600 1755 1785 1840 1915 1975 1990 15XX 1XXX C o d e 2100 2130 2170 2219 2230 2252 2280 2399 21XX 2530 2570 2580 2620 25XX 2XXX 3110 3200 3310 3320 3350 3300 3410 3420 3400 3XXX	A s s e t s Current Assets Cash and cash equivalents (Notes 4 and 6) Current financial assets at fair value through profit or loss(Notes 4 and 7) Notes receivable and accounts receivable (Notes 4, 9, and 20) Accounts receivable - related parties (Notes 4, 9, 20, and 27) Inventories (Notes 4, 10, 24, and 27) Prepayments Other current assets (Notes 14, 27, and 28) Total current assets Non-current assets Financial assets at fair value through other comprehensive income (Notes 4 and 8) Investments accounted for using equity method (Notes 4 and 11) Property, plant and equipment (Notes 4, 12, and 24) Right-of-use assets (Notes 4 and 13) Patent right (Note 4) Deferred income tax assets (Notes 4 and 22) Prepayments for equipment (Note 12) Net defined benefit assets (Notes 4 and 18) Other non-current assets (Note 14) Total non-current assets Total Assets L i a b i l i t i e s a n d S t o c k h o l d e r s ’ E q u i t y Current liabilities Short-term borrowings (Note 15) Contract liability (Notes 4, 20 , and 27) Notes payable and accounts payable (Note 27) Other payables (Notes 12, 17, and 27) Current income tax liabilities (Notes 4 and 22) Short-term warranty provision (Note 4) Lease liabilities (Notes 4, 13, and 27) Other current liabilities Total current liabilities Non-current liabilities Bonds payable (Notes 4 and 16) Deferred income tax liabilities (Notes 4 and 22) Lease liabilities (Notes 4, 13, and 27) Long-term accounts payable to related parties (Notes 27) Total non-current liabilities Total liabilities Equity (Notes 4 and 19) Capital stock Capital surplus Retained earnings Legal reserves Special reserve Unappropriated earnings Total retained earnings Other equity exchange differences on translation of foreign financial statements Unrealized valuation gains or losses on financial assets at fair value through other comprehensive income Total other equity interests Total stockholders’ equity Total Liabilities and Equity	31 December 2024 A m o u n t ％ $ 4,544,695 23 2,480 - 510,990 3 5,312 - 9,246,466 46 666,527 3 18,046 - 14,994,516 75 279,028 2 2,350,648 12 1,593,816 8 77,314 - 1,698 - 241,405 1 455,810 2 1,764 - 50,265 - 5,051,748 25 $ 20,046,264 100 $ 563,221 3 10,832,711 54 1,206,423 6 642,326 3 92,387 1 56,330 - 14,363 - 28,231 - 13,435,992 67 1,145,654 6 315,374 1 66,333 - 120,906 1 1,648,267 8 15,084,259 75 803,280 4 917,777 5 439,166 2 - - 2,641,716 13 3,080,882 15 55,395 - 104,671 1 160,066 1 4,962,005 25 $ 20,046,264 100	31 December 2023	31 December 2023
		A m o u n t $ 4,544,695 2,480 510,990 5,312 9,246,466 666,527 18,046 14,994,516 279,028 2,350,648 1,593,816 77,314 1,698 241,405 455,810 1,764 50,265 5,051,748 $ 20,046,264 $ 563,221 10,832,711 1,206,423 642,326 92,387 56,330 14,363 28,231 13,435,992 1,145,654 315,374 66,333 120,906 1,648,267 15,084,259 803,280 917,777 439,166 - 2,641,716 3,080,882 55,395 104,671 160,066 4,962,005 $ 20,046,264	A m o u n t $ 2,948,723 7,529 534,241 11,797 7,319,127 730,499 13,631 11,565,547 210,136 1,278,290 1,489,494 69,012 2,036 156,534 67,518 1,778 39,553 3,314,351 $ 14,879,898 $ 296,529 8,243,994 1,346,615 466,934 126,254 32,110 9,169 15,916 10,537,521 - 134,634 62,718 155,772 353,124 10,890,645 803,280 685,901 375,378 33,380 2,066,113 2,474,871 ( 10,578 ) 35,779 25,201 3,989,253 $ 14,879,898	％
				20 - 4 - 49 5 - 78 1 9 10 1 - 1 - - - 22 100 2 56 9 3 1 - - - 71 - 1 - 1 2 73 5 5 3 - 14 17 - - - 27 100

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

Unit: NT$ thousand; except earnings per share

C o d e Operating revenue (Notes 4, 20, and 27) 4100 Goods sales revenue 4600 Services revenue 4800 Other operating revenue 4000 Total operating revenue 5000 Operating costs (Notes 10, 21, and 27) 5900 gross profit from operations 5910 Realized (unrealized) gains on transactions with associates (Notes 4 and 11) 5950 Realized operating gross profit Operating expenses (Notes 4, 9, 21, and 27) 6100 Marketing expenses 6200 General and administrative expenses 6300 R&D expenses 6000 Total operating expenses 6900 Operating Income Non-operating income and expenses 7010 Other income (Notes 4, 8, and 27) 7020 Other gains and losses (Note 4) (Continued)	2024	％ 97 3 - 100 72 28 - 28 14 3 6 23 5 - -	2023
	A m o u n t $ 5,609,341 173,936 10,430 5,793,707 4,204,993 1,588,714 5,154 1,593,868 810,002 154,391 376,687 1,341,080 252,788 14,216 1,556		A m o u n t $ 3,800,173 138,898 9,151 3,948,222 2,596,663 1,351,559 ( 4,791 ) 1,346,768 532,868 136,554 340,589 1,010,011 336,757 34,758 ( 2,542 )	％
				96 4 - 100 66 34 - 34 14 3 9 26 8 1 -

(Continued)

(Continued)
C o d e 7030 Gains on disposals of investments(Notes 11) 7050 Financial cost (Notes 4, 21, and 27) 7070 Share of profit or loss of associates and subsidiaries accounted for using equity method (Notes 4 and 11) 7100 Interest revenue (Notes 4 and 27) 7630 Exchange gains or losses (Notes 4 and 30) 7670 Impairment loss (Notes 4 and 12) 7000 Total non-operating income and expenses 7900 Net profits before tax 7950 Income tax expenses (Notes 4 and 22) 8200 Net profit in the current year Other comprehensive income (Note 4) Items that will not be reclassified to profit or loss 8311 Re-measurements of defined benefit plans (Note 18) 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 22) 8310 (Continued)	2024	％ - - 13 1 1 - 15 20 4 16 - 1 - 1	2023
	A m o u n t $ - ( 20,347 ) 772,773 84,121 26,286 - 878,605 1,131,393 204,410 926,983 426 68,892 ( 86 ) 69,232		A m o u n t $ 80,634 ( 4,529 ) 268,068 64,062 ( 7,617 ) ( 916 ) 431,918 768,675 118,373 650,302 ( 217 ) 71,574 43 71,400	％
				2 - 7 1 - - 11 19 3 16 - 2 - 2

(Continued) C o d e 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 11) 8399 Income tax related to items that might be reclassified (Note 22) 8360 8300 Other comprehensive income (net after tax) 8500 Total comprehensive income for the year Earnings per share (Note 23) 9710 Basic 9810 Diluted	2024	％ 1 - 1 2 18	2023
	A m o u n t $ 82,466 ( 16,493 ) 65,973 135,205 $ 1,062,188 $ 11.54 $ 11.36		A m o u n t ( $ 16,389 ) 3,283 ( 13,106 ) 58,294 $ 708,596 $ 8.10 $ 8.05	％
				- - - 2 18

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, 2024 and 2023

C a p i t a l	R e t a i n	e d e a r n i n g s Special reserve Unappropriated e a r n i n g s $ 14,306 $ 1,793,497 - - - ( 57,010 ) 19,074 ( 19,074 ) - ( 289,181 ) - ( 12,247 ) - 650,302 - ( 174 ) 33,380 2,066,113 - ( 63,788 ) ( 33,380 ) 33,380 - ( 321,312 ) - - - 926,983 - 340 $ - $ 2,641,716	O t h e r	T o t a l stockholders’ e q u i t y
			F o r e i g n o p e r a t i o n s Translation of F i n a n c i a l S t a t e m e n t s E x c h a n g e di f ferenc e s
Thousand shares 81,139 - - - - ( 811 ) - - 80,328 - - - - - - 80,328	Legal reserves $ 318,368 - 57,010 - - - - - 375,378 63,788 - - - - - $ 439,166	Special reserve $ 14,306 - - 19,074 - - - - 33,380 - ( 33,380 ) - - - - $ -
			$ 2,415 113 - - - - - ( 13,106 ) ( 10,578 ) - - - - - 65,973 $ 55,395	$ 3,582,486 ( 12,648 ) - - ( 289,181 ) - 650,302 58,294 3,989,253 - - ( 321,312 ) 231,876 926,983 135,205 $ 4,962,005

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 Cash Flows

January 1 to December 31, 2024 and 2023

Unit: NT$ thousand

C o d e Cash flow from operating activities A10000 Net profits before tax A20010 reconcile profit item A20100 Depreciation A20200 Amortization expense A20300 Expected credit reversal of impairment loss recognized in profit or loss A20900 Financial cost A21200 Income from interests A21300 Dividend Income A20400 Net loss (gain) of financial assets measured at fair value through profit or loss A22300 Share of profit or loss of associates and subsidiaries accounted for using equity method A22500 loss on disposal of property, plant and equipment A23100 Gain on disposal of investments A23700 Impairment loss on non-financial assets A23900 Unrealized (Realized) losses (gains) on transactions with associates A24100 Unrealized foreign exchange loss (Gain) A29900 Defined benefit cost A30000 Net changes in operating assets and liabilities A31150 notes and accounts receivable A31160 Accounts receivable - related parties A31200 Inventories A31230 Prepayments A31240 other current assets A32125 Contract liabilities (Continued)	2024 $ 1,131,393 127,347 338 ( 7,559 ) 20,347 ( 84,121 ) ( 4,045 ) ( 2,794 ) ( 772,773 ) 8 - 436,917 ( 5,154 ) 35,383 599 39,481 7,554 ( 2,395,136 ) 63,972 ( 3,457 ) 2,588,717	2023
		$ 768,675 113,237 338 ( 7,449 ) 4,529 ( 64,062 ) ( 3,998 ) 248 ( 268,068 ) - ( 80,634 ) 202,135 4,791 ( 53,306 ) ( 22 ) 120,639 ( 7,429 ) ( 3,855,221 ) 749,889 ( 2,287 ) 3,774,702

(Continued) C o d e A32150 Notes payable and accounts payable A32180 Other payables A32200 short-term warranty provision A32230 Other current liabilities A32240 Net defined benefit liabilities (assets) A33000 Cash flow from operating activities A33100 Interest received A33300 Interest paid A33500 Income taxes paid AAAA Net cash flows from (used in) operating activities Cash Flow from Investing Activities B00200 Proceeds from disposal of financial assets at fair value through profit or loss B01800 Acquisition of long-term equity investments accounted for using the equity method B01900 Disposal of long-term equity investments accounted for using the equity method. B02700 Acquisition of property, plant and equipment B06700 Increase in other non-current assets B07600 Dividends received BBBB Net cash flows from (used in) investing activities Cash Flow from Financing Activities C00100 Increase in short-term borrowings C00200 Decrease in short-term borrowings C01200 proceeds from issuing bonds C03700 increase in other payable to related parties (decrease) C04020 Repayment of principal of lease liabilities C04500 Cash dividends paid CCCC Net cash flows from financing activities (used in) (Continued)	2024 ( 168,896 ) 145,318 24,220 12,315 ( 159 ) 1,189,815 $ 84,121 ( 7,594 ) ( 158,987 ) 1,107,355 7,385 ( 215,133 ) 3,167 ( 546,555 ) ( 10,712 ) 4,045 ( 757,803 ) 657,608 ( 401,761 ) 1,365,243 ( 38,943 ) ( 14,415 ) ( 321,312 ) 1,246,420	2023
		( 391,479 ) 29,983 ( 450 ) ( 1,189 ) ( 131 ) 1,033,441 $ 64,062 ( 4,583 ) ( 133,328 ) 959,592 38,716 ( 9,970 ) 48,940 ( 56,659 ) ( 7,225 ) 3,998 17,800 326,684 ( 449,363 ) - 198,207 ( 7,618 ) ( 289,181 ) ( 221,271 )

(Continued) C o d e EEEE Increase in cash and cash equivalents E00100 Cash and cash equivalents - beginning of year E00200 Cash and cash equivalents - end of year	2024 1,595,972 2,948,723 $ 4,544,695	2023
		756,121 2,192,602 $ 2,948,723

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

Attachment IV

Comparison Table for the Articles of Incorporation before and after amendment

Article	After amendment	Before amendment	Remarks
20	If the Company has earnings at the end of year, it shall allocate 5%~15% of such earnings as employee remuneration;Of the amount of employee remuneration, no less than 15% should be allocated to remuneration for grassroots employees. 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. (Below Omitted)	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. (Below Omitted)	In accordance with the operational needs and Article 14, Paragraph 6 of the Securities and Exchange Act, the Company's Articles of Incorporation is hereby amended.
22	Article 22 is additionally listed as “The 36th revision was made on May 23, 2025.”	(Omitted)	To align with the amended provisions, the revision date is added

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 2025, according to the Regulations Governing the Publication of Financial Forecasts of Public Companies.

Four. Shareholding by Directors

Data up to the stock transfer deadline for the Annual General Meeting on April 16, 2025

Name Director: Chairperson Hung-Liang Hsieh Independent director Cheng-Li Yang Independent director Sung-Jen Fang Independent director Shui-Chuan, Shin Independent director Chun-Chi, Lin Director Ming-Chi Hsu Director Chung-Ho Shaw Director Han-Liang Hu Director Wei-Lin Hsieh Subtotal	Number of shares held

	7,822,390 0 0 0 0 251,415 241,000 0 1,589,573
	9,904,378

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

The Company’s paid-in capital currently comprises 80,328,000 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 6,426,240 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 7, 2025 and March 17, 2025, and has disclosed such information on the MOPS. As of March 17, 2025, the Company did not receive any proposal put forward by shareholders.

AI assistant

Scientech — AGM Information 2025

52347_rns_2025-05-27_28c7caaa-fdda-4104-8128-6a12477eefac.pdf

SCIENTECH CORPORATION

Meeting Handbook

Table of Contents

Chapter 1. Proceedings for 2025 Annual Shareholders’ Meeting

VII. Meeting Adjourned

Chapter 2. Agenda

One. Chair Takes the Floor

Two. Reports

Three. Acceptance

Resolutions:

Four. Discussions :

Resolutions:

Five. Extempore Motion:

Six. Meeting Adjourned

Chapter 3. Attachments

Attachment I

2024 Business Report

2024 operating results:

II. Outline of the 2025 Business Plan:

(II) Expected sales and its bases

III. Future development strategies

Attachment II

Audit Committee Review Report for 2024

SCIENTECH CORPORATION

Attachment III

2024 Consolidated Financial Statements and Individual Financial Statements

Independent Auditors’ Report

Audit opinion

Basis of Audit Opinion

3.

SCIENTECH CORPORATION and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2024 and 2023

SCIENTECH CORPORATION and Subsidiaries

Consolidated Statement of Comprehensive Income

(Continued)

SCIENTECH CORPORATION and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2024 and 2023

Independent Auditors’ Report

Audit opinion

Basis of Audit Opinion

Key Audit Matters

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

Auditors' Responsibilities for the Parent Company Only Financial Statements

SCIENTECH CORPORATION

Parent Company Only Balance Sheet

SCIENTECH CORPORATION

Parent Company Only Statement of Comprehensive Income

(Continued)

SCIENTECH CORPORATION

SCIENTECH CORPORATION

Parent Company Only Statement of Cash Flows

January 1 to December 31, 2024 and 2023

Attachment IV

Comparison Table for the Articles of Incorporation before and after amendment

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

5-11. Voting; vote-monitoring and vote calculation

5-12. Election

5-13. Meeting minutes and sign-off matters

5-14. Public disclosure

5-19. Handling of disconnection

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

Chapter 6 Accounting

Chapter 7 Supplementary provisions

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:

Four. Shareholding by Directors

Five. Summary of Proposals Put Forward by Shareholders

More from Scientech

Scientech AGM Information 2025