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SIWARD AGM Information 2025

Jun 16, 2025

52117_rns_2025-06-16_c53b1a40-3de7-4295-8cea-139bbb2a1ec1.pdf

AGM Information

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Minutes of 2025 Annual Shareholders' Meeting

(Translation)

Time: 9:00 a.m., June 13, 2025 (Friday)

Place: No. 1-1, Ln. 111, Sec. 3, Zhongshan Rd., Tanzi Dist., Taichung City Total number of shares issued: 159,421,022

Attendant shares: 94,155,477 (including electronic voting 10,382,817 shares) accounted for 59.06% of total shares

Attendant directors:

Chairman: Tseng, Ying-Tang

、 、 、 Director: Tseng, Ying-Tang Tseng, Jung-Meng Liu, Ping-Feng Ku, Chih、 、 、 Yun Chiang, Hung-Yu Liao, Lu-Lee Liao, Pen-Lin

、 Independent Director: Tien, Chia-Sheng(Audit Committee convener) LIU, Chien、 Cheng Lee, Shu-Min

In attendance : CPA Huang, Chin-Yuan at EY Taiwan

Chairman : Tseng, Ying-Tang

Recorder : Huang, Ling-Ling

1

1. Call meeting to order

2. Chairman's Address (Omitted)

3. Reported Matters

  • I. To report the business of 2024.

  • Description: For the 2024 Business Report, please refer to Annex 1.

  • II. Audit Committee’s Review Report on the 2024 Financial Statements

  • Description: The 2024 Audit Committee’s Review Report, please refer to Annex 2.

  • III. To report 2024 employees’ profit sharing bonus and directors’ compensation. Description:

  • In accordance with Article 25 of the Company's “Articles of Incorporation:” Where there is a profit for the current year, the Company shall distribute 5% of the profit as remuneration to employees and not more than 3% of the profit as remuneration to directors. However, if the Company has accumulated losses, profit shall be set aside in advance to make up for the losses. According to the resolution adopted at the 12[th] meeting of the 13[th] Board, the distribution rate of the 2024 remuneration to directors is 2% of the profit for the year.

  • According to Article 235-1, Paragraph 3 of the Company Act, a company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by twothirds of the total number of directors, have the profit distributable as employees’ compensation distributed in the form of shares or in cash; and in addition, thereto a report of such distribution shall be submitted to the shareholders’ meeting. According to the resolution adopted at the 13[th] meeting of the 13[th] Board, the distribution of employees’ compensation distributed in the form of cash.

  • In summary, the 2024 remuneration expenses of employees were NT$10,244,909 and the 2024 remuneration expenses of directors were NT$4,097,964. These amounts are consistent with the estimation in the financial statements and will be distributed in the form of cash.

2

4. Proposals Matters

Matter 1 Proposed by the Board of Directors Proposal : To adopt 2024 business report and financial statements.. Description:

  1. The Company’s 2024 financial statements and business report have been prepared. The financial statements have been audited by accountants Huang, Ching-Ya and Tu, ChinYuan of Ernst & Young Global Limited with an unqualified audit report issued; the business report has been submitted to the Audit Committee for review and an audit report has been issued.

  2. For the above business report, please refer to Annex 1; for the above financial statements, please refer to Annex 3.

Resolution:

The subject is voting by poll and the result is: approval votes: 93,325,314 shares accounted for 96.29% of total shares, disapproval votes: 29,035 shares, abstention votes / no votes: 3,566,753 shares, invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.

Matter 2 Proposed by the Board of Directors Proposal: To adopt the proposal of distribution of 2024 earnings. Description:

  1. The proposed earnings distribution table is as follows:

Earnings Distribution Table 2024

2024
Summary Amount Remarks
Beginning period of undistributed earnings 917,579,830
Adjustment items for undistributed earnings
Remeasurement of defined employee benefit
plans to retained earnings
Undistributed earnings after adjustment
Net income after tax for 2024
Statutory adjustment items
Provision of 10% of legal surplus reserves
Provision of special reserves
Distributable earnings
Distribution items
Shareholder dividends - cash dividends
856,528
918,436,358
158,228,037
-15,908,457
-2,166,391
1,058,589,547
-111,594,715

3

Summary Amount Remarks
Ending period of undistributed earnings 946,994,832
1.
Earnings distribution will give priority to the 2024 undistributed earnings.
2.
Actuarial gains and losses of defined benefit plans are recognized immediately in retained earnings in
the period in which they arise.

Chairman: Tseng, Ying-Tang President: Tseng, Jung-Meng Chief Accounting Officer: Huang, Ling-Ling

  1. Cash dividends are rounded off to the nearest dollar. The fraction of a share falling below NT$1 is adjusted from the decimal point from the largest to the smallest and the account number from the front to the back in order to meet the total amount of cash dividends distributed. Based on the current outstanding 159,421,022 shares, a cash dividend of NT$0.7 per share is to be distributed. After a resolution for cash dividend distribution is adopted by the Shareholders' General Meeting, the Board of Directors is authorized to set an ex-dividends date.

Resolution:

The subject is voting by poll and the result is: approval votes: 93,617,679 shares accounted for 96.59% of total shares, disapproval votes: 29,031 shares, abstention votes / no votes: 3,274,392 shares, invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.

5. Discussion Matters

Matter 1 Proposed by the Board of Directors Proposal: Amendments made to some provisions of the Company’s “Articles of Incorporation”. Description:

  1. According to the requirements, the Company made amendments to some provisions of its “Articles of Incorporation”. For the Comparison Table, please refer to Annex 4.

  2. Please approve.

Resolution:

The subject is voting by poll and the result is: approval votes: 93,592,557 shares accounted for 96.57% of total shares, disapproval votes: 29,427 shares, abstention votes / no votes: 3,299,118 shares, invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.

4

6. Extempore Motions

Questions from Stockholder #181199:

  • (1) To enhance competition, would Siward consider forming a strategic alliance with related

companies to build a one-stop service of passive components?

  • (2) Do Siward consider stock buybacks to boost investors' confidence in Siward?

  • Replies from the Chairman:

  • (1) We have integrated high-end crystal and IoT components via companies that we have invested in.

  • (2) We do not have a plan to buy back stocks. Meeting our operation needs and capital outlay plans are the main focus.

7. Meeting adjourned

Time: 9:30 a.m., June 13, 2025

5

Annex 1

2024 Business Report

  • I. 2024 Business Review

  • (I) 2024 Operating Performance

Implementation results of business plan

  1. The overall results were negatively affected by lower market demand, fierce price competition, and low capacity utilization. The gross margins dropped severely; in particular, the margin of SXT products was barely positive. But to keep our customers we decided to continue the business.

  2. The output of crystal grew mildly over year 2023. However, the oscillator market demands from customers in Europe and in the U.S. were very weak. Total sales and sales of high-margin products dropped significantly, which adversely affected profits.

  3. Consumer demand after the COVID has not recovered much. We did not meet most of the goals we set for 2024. On the bright side, we observed several indications in Q4 that the markets were turning upward, and we are optimistic about the market in 2025.

  4. The teams that failed to meet their goals this year are under scrutiny and would put forward new strategies. We are confident to have better performance in 2025. The Company's 2024 operating results are stated as follows.

(1) Standalone operating results and financial income, expenditures and profitability

Unit: NT$ thousands

Item Increase Increase Increase
2024 2023 (Decrease) (Decrease)
Amount %
Operatingincome 2,005,781 2,191,702 -185,921 -8.48%
Grossprofit 360,781 572,458 -211,677 -36.98%
Operating profit 75,529 275,894 -200,365 -72.62%
Net income after taxes 158,228 260,988 -102,760 -39.37%
Item 2024 (%) 2023 (%)
Debt ratio 14.58 20.43
Current ratio 403.59 345.39
Quick ratio 217.69 208.95
Receivables turnover 3.60 3.89
Number of days of receivables collection 101 94

6

Item 2024 (%) 2023 (%)
Inventory turnover (times) 1.81 1.79
Days sales in inventory 202 204
Return on assets 3.43 5.06
Return on equity 4.06 6.38
Profit margin 7.89 11.91
Earnings per share (NT$) 0.99 1.64

(2) Consolidated operating results and financial income, expenditures and profitability

Unit: NT$ thousands

Item Increase Increase
2024 2023 (Decrease) (Decrease)
Amount %
Operatingincome 2,189,460 2,355,394 -165,934 -7.04%
Grossprofit 428,925 646,361 -217,436 -33.64%
Operating profit 86,697 279,149 -192,452 -68.94%
Net income after taxes 157,637 260,742 -103,105 -39.54%
Item 2024 (%) 2023 (%)
Debt ratio 16.98 22.47
Current ratio 388.78 345.74
Quick ratio 226.47 221.60
Receivables turnover 3.52 3.86
Number of days of receivables collection 104 95
Inventoryturnover (times) 1.88 1.82
Days sales in inventory 194 201
Return on assets 3.35 4.96
Return on equity 4.04 6.37
Profit margin 7.20 11.07

(II) Budget execution: The Company did not announce financial forecast in 2024.

(III) Technology and R&D Overview

  1. R&D expenses for the year

The Company’s R&D expenditure for 2024 totaled NT$121,808 thousand, accounting for 6% of revenue.

7

  1. Technologies or products successfully developed:

  2. A. Miniaturized automotive audio and video systems, quartz crystal resonator (1.2x1.0mm2) (X'Tal1210 38.4MHz) development.

  3. B. Development of vehicle-mounted Sensor system module and Differential output (3.2x2.5mm2) (XO3225 156.25MHz) development.

  4. C. Development of miniaturized automotive TPMS and quartz crystal resonator (1.6x1.2mm2) (X'Tal1612 32MHz) development.

  5. D. Miniaturized high fundamental frequency differential dual output is used in optical communications and eCPRI, quartz crystal oscillator (2.0x1.6mm2) (XO2016 156.25MHz) development

  6. E. Mass production and introduction of TF low-impedance products

  7. F. AT-MESA 1612 mass production and introduction

  8. G. AT-MESA 1008 high frequency design and development

II. Business Plan for 2025

The business objectives include: (1) adjusting the strategy of products with low margins, (2) taking more market share in high-end oscillator products, (3) expanding output of small-sizes high-precision products, (4) expanding Mesa chip process for WiFi7 application, (5) increasing our presence in non-Chines markets and following closely on U.S.-designed devices, (6) increasing sales to EV car markets, (7) increasing sales to medical test and industrial control equipment markets, and (8) increasing sales to low orbit satellite markets.

Besides, the peripheral AI applications are expanding rapidly, pushing the demand for smallsized, high-frequency, and high-precision procuts. We are refining our products to meet the trend and believe we can have much better sales and profits.

The Company’s proposed business policy, business objectives and production and sales policies:

  • (I) Business Policy

  • Constant capital investment to improve operational performance in pursuit of smart production management.

  • Development of innovation and transformation of new products to increase profitability.

  • Expand new markets and seek strategic partners for cooperation.

  • (II) Projected Sales Volume and Its Basis

The forecast of the Company’s 2025 sales volume forecast of products takes into account the outcomes of factors such as historical data, the sensitivity of managers to the market, competitive market trends and the Company’s increased production capacity.

8

Unit: In thousands
Majorproduct Salesvolume
Quartz element 930,000

(III) Important production and marketing policies and future development strategies

  1. Market strategies

  2. (1) Apply front-end design certification work to seize opportunities.

  3. (2) Increase the service value of business and technology and establish product marketing to expand new applications.

  4. (3) Expand the markets in Europe and the U.S. to maintain profit margins.

  5. (4) Develop miniature application industry and expand product sales.

  6. Product R&D strategies:

  7. (1) Improve the speed for product development while grasping costs and quality.

  8. (2) Develop professional technical personnel to improve software and hardware technology power.

  9. (3) To proactively develop 5G/Wi-Fi7 high-end communication technology applications.

  10. (4) Accelerate development of chip and process technologies for small products.

  11. Production strategies:

  12. (1) Provide customers with the most competitive products with the best quality.

  13. (2) Move towards automation production management to increase production efficiency and yield.

  14. (3) Control manufacturing expenses to reduce costs and improve profitability.

  15. (4) Enhance process management capabilities and develop and introduce management talent.

  16. Quality assurance strategies:

  17. (1) Meet the reasonable demand of customers and put customers first.

  18. (2) Optimize the management capability of process quality to provide stable products.

  19. (3) Pursue zero customer complaints.

  20. (4) In line with the quality management system and execution of automotive electronics applications.

Chairman: Tseng, Ying-Tang/ CEO: Tseng, Jung-Meng/ Accountant: Huang, Ling-Ling

9

Annex 2

SIWARD Crystal Technology Co., Ltd. Audit Committee’s Review Report

The Board of Directors submitted the Company’s 2024 business report, financial statements and earnings distribution table. The 2024 financial statements have been audited by accountants Huang, Ching-Ya and Tu, Chin-Yuan of EY Taiwan with an audit report issued. The business report, financial statements and earnings distribution table have been reviewed by the Audit Committee and found to be in conformity with Article 14-4 of the Securities and Exchange Act and Article 219 of the Securities and Exchange Act. A report has been respectfully submitted for your approval.

To

the 2025 Annual Shareholders' Meeting

SIWARD Crystal Technology Co., Ltd. Audit Committee convener: Tien, Chia-Sheng

February 27, 2025

10

Annex 3

Independent Auditor’s Report Translated from Chinese

To SIWARD Crystal Technology Co., Ltd.:

Opinion

We have audited the accompanying consolidated balance sheets of SIWARD Crystal Technology Co., Ltd. and its subsidiaries (the “Group”) as of December 31, 2024 and 2023, and related consolidated statements of comprehensive income, changes in equity, cash flows for the years ended December 31, 2024 and 2023, and notes to consolidated financial statements, including summary of material accounting policies (together “the consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and their consolidated financial performance and cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Shanding Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statements Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of the Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”) and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2024 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

11

Impairment of accounts receivable

As of December 31, 2024, gross accounts receivable and loss allowance by the Group amounted to NT$650,793 thousand and NT$26,344 thousand, respectively. Net accounts receivable accounted for 14% of consolidated total assets, which have significant influence over the Group. Since the loss allowance of accounts receivable is measured by the expected credit losses for the duration of the account receivalbes, it is necessary to divide account receivalbes into groups in the process of measurement, and consider of appropriate aging intervals, loss rate of each account aging interval and their forward-looking information. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net account receivable, we therefore determined this a key audit matter.

Our audit procedures included (but not limited to) understaning and testing the effectiveness of internal control established by the management for accounts receivable management, including the control of credit limits; analyzing the trend of changes in accounts receivable and turnover ratio and tests in the subsequent collection of accounts receivable to assess the recoverability; testing the provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviering the original certificates, and recalculation of lifetime expected credit losses.

We also consider the appropriateness of accounts receivable and related risk disclosures in Notes IV、V and VI to the consolidated financial statements.

Inventory valuation

As of December 31, 2024, the amounts of inventories was NT$954,674 thousand, with net inventories accounting for 21% of the consolidated total assets, which have significant influence over the Group, and the end application of products is in the rapidly changing industry, resulting in the losses of slow-moving or obsolete inventories. Therefore, the allowance to reduce inventory to market and valuation of slow-moving inventories involve management judgments or assumptions, we therefore determined this a key audit matter.

Our audit procedures included (but not limited to) understaning and testing the effectiveness of the internal controls established by the management for inventories, including the evaluation procedures for the identification of obsolete or defective inventories; evaluating on the management’s stocktaking plan and on-site observation of inventory counting to verify the quantity and status of inventory; selecting the samples to test the correctness and completeness of inventory age; selecting the samples to re-calculating the unit cost of inventories and evaluating the management’s estimated net realizable value for inventory valuation

We also consider the appropriateness of inventory disclosures in Notes IV、V and VI to the consolidated financial statements.

12

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Shanding Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’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 Group 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 the financial reporting process of the Group.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

  1. 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.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Group.

13

  1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  2. 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 ability to continue as a going concern of the Group. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  3. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  4. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the Group for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Others

We have audited and expressed an unqualified opinion on the parent company only financial statements of SIWARD Crystal Technology Co., Ltd. as of and for the years ended Decermber 31, 2024 and 2023.

14

The engagement partners on the audits resulting in this independent auditors’ report are Huang, Ching-Ya and Tu, Chin-Yuan.

Ernst & Young Taiwan

February 27, 2025

Notice to Readers

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

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsiliblity of the management, Ernst & Youn cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

15

SIWARD Crystal Technology Co., Ltd. and Subsidiaries

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

ASSETS
Current assets
Cash and cash equivalents (Notes IV and VI.1)
Current financial assets at amortised cost(Notes IV and VI.2)
Notes receivable, net (Notes IV )
Accounts receivable, net (Notes IV and VI.3)
Accounts receivable due from related parties, net (Notes IV and VI.3 and VII.3)
Other receivables (Notes IV)
Current tax assets
Inventories (Notes IV and VI.4)
Prepayments
Other current assets
Total current assets
Non-current assets
Non-current financial assets at fair value through other comprehensive
income (Notes IV and VI.5)
Investments accounted for using equity method (Notes IV and VI.6)
Property, plant and equipment (Notes IV and VI.7 and VIII)
Right-of-use assets (Notes IV and VI.16)
Investment property, net (Notes IV and VI.8)
Intangible assets (Notes IV and VI.9)
Deferred tax assets (Notes IV and VI.20)
Other non-current assets (Notes IV and VI.10)
Total non-current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities
Current contract liabilities (Notes VI.14)
Notes payable
Accounts payable
Other payables
Current tax liabilities
Current lease liabilities (Notes IV and VI.16)
Other current liabilities
Current portion of long-term borrowings (Notes VI.11)
Total current liabilities
Non-current liabilities
Long-term borrowings (Notes IV and VI.11)
Deferred tax liabilities (Notes IV and VI.20)
Non-current lease liabilities (Notes IV and VI.16)
Defined benefit liabilities, net (Notes IV and VI.12)
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent (Note IV.13)
Share capital
Ordinary share
Capital surplus
Retained earnings
Legal reserve
Unappropriated retained earnings (accumulated deficit)
Other equity interest
Exchange differences on translation of foreign financial statements
Unrealised gains (losses) from financial assets measured at fair
value through other comprehensive income
Total equity attributable to owners of parent
Non-controlling interests (Note VI.13)
Total equity
Total liabilities and equity
2024
15
-
-
15
-
-
-
22
-
-
52
7
5
30
2
1
1
1
1
48
100
-
-
5
4
-
-
-
4
13
-
2
1
1
-
4
17
36
16
7
24
(3)
3
83
-
83
100
2023
Amount
$684,901
17,000
-
615,309
9,140
10,505
3,050
954,674
3,836
1,874
2,300,289
321,320
219,477
1,384,600
86,305
50,308
34,951
42,949
34,226
2,174,136
$4,474,425
$4,257
3,322
215,559
165,643
7,668
24,555
7,354
163,326
591,684
-
73,974
51,005
43,204
-
168,183
759,867
1,594,210
722,762
317,277
1,076,664
(132,572)
130,406
3,708,747
5,875
3,714,622
$4,474,489
Amount
$1,005,700
17,000
104
599,899
18,700
14,074
1,336
921,261
4,442
2,444
2,584,960
678,696
205,747
1,508,063
107,845
51,852
49,916
45,035
42,571
2,689,725
$5,274,685
$8,292
6,404
192,446
193,522
87,568
28,978
13,058
217,387
747,655
163,399
141,699
75,746
50,105
6,403
437,352
1,185,007
1,594,210
802,473
290,911
1,103,367
(124,035)
416,306
4,083,232
6,446
4,089,678
$5,274,685

19
-
-
12
-
-
-
18
-
-
49
13
4
28
2
1
1
1
1
51
100
-
-
4
4
2
-
-
4
14
3
3
1
1
-
8
22
30
15
6
21
(2)
8
78
-
78
100

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

16

SIWARD Crystal Technology Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

REVENUE (NoteIV and VI.14)
COST OF GOODS SOLD (Note VI.4 and VI.17)
GROSS PROFIT
OPERATING EXPENSES (Note VI.17)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss reversed on trade receivables (Note VI.15)
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES(Note IV,VI.18)
Interest income
Other income
Other gains and losses
Finance costs
Share of profits of subsidiaries, associates and joint ventures
accounted for using equity method (Note VI.6)
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note IV and VI.20)
NET PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME (LOSS)
Item that will not be reclassified subsequently to profit or loss:
Gains (losses) on remeasurements of defined benefit plans
Unrealised gains (losses) from investments in equity instruments
measured at fair value through other comprehensive income
Share of other comprehensive income of subsidiaries, associates
and joint ventures accounted for using equity method
Income tax related to components of other comprehensive income
that will not be reclassified to profit or loss
Item that maybe reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
Share of other comprehensive income (loss) of subsidiaries,
and joint ventures accounted for using equity method
Income tax related to components of other comprehensive income
Other comprehensive income, net (Note VI.19)
Total comprehensive income
Profit (loss), attributable to:
Owners of parent
Non-controlling interests
Comprehensive income, attributable to:
Owners of parent
Non-controlling interests
Earnings per share
Basic earnings per share
Diluted earnings per share
2024
100
(80)
20
(5)
(6)
(6)
-
(17)
3
-
1
2
1
2
6
9
(2)
7
-
(16)
-
3
-
-
-
(13)
(6)
2023
Amount
$2,189,460
(1,760,535)
428,925
(98,844)
(121,619)
(121,808)
43
(342,228)
86,697
8,849
28,276
53,851
(7,067)
25,066
108,975
195,672
(38,035)
157,637
-
(357,376)
204
72,128
(10,648)
(17)
2,148
(293,561)
$(135,924)
$158,228
(591)
$157,637
($135,353)
(571)
($135,924)
$0.99
$0.99
Amount
$2,355,394
(1,709,033)
646,361
(99,798)
(138,703)
(128,924)
212
(367,213)
279,148
17,023
31,081
6,342
(13,375)
23,138
64,209
343,357
(82,615)
260,742
3,700
116,025
53
(24,013)
(23,959)
(21)
4,779
76,564
$337,306
$260,988
(246)
$260,742
$337,566
(260)
$337,306
$1.64
$1.63

100
(73)
27
(4)
(6)
(5)
-
(15)
12
1
1
0
(1)
1
2
14
(4)
10
-
5
-
(1)
(1)
-
-
3
13

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

17

SIWARD Crystal Technology Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1,2023
Appropriation of 2022 earnings
Legal reserve appropriated
Cash dividends of ordinary share
Net profit (loss) for the year ended December 31,2023
Other comprehensive income for the year ended December 31,2023
Total comprehensive income
Disposal of investments in equity instruments designated at fair value
through other comprehensive income
BALANCE AT DECEMBER 31,2023
BALANCE AT JANUARY 1,2024
Appropriation of 2023 earnings
Legal reserve appropriated
Cash dividends of ordinary share
Cash dividends of capital surplus
Net profit (loss) for the year ended December 31,2024
Other comprehensive income for the year ended December 31, 2024
Total comprehensive income
BALANCE AT DECEMBER 31,2024
Total equity attributa ble to owners of parent ble to owners of parent Non-controlling
interests
Total equity
$1,594,210
$1,594,210
$1,594,210
$1,594,210
Common stock
Capital surplus Retained earnings Unappropriated
retained
earnings
O ther Total equity
attributable to
owners of parent
Legal reserve Special reserve Exchange
differences on
translation of
foreign financial
statements
Unrealised gains
(losses) on financial
assets measured at
fair value through
other
comprehensive
income
$802,473
$802,473
$802,473
(79,711)
$722,762
$212,637
78,274
$290,911
$290,911
26,366
$317,277
$ -
$ -
$0
$ -
$1,268,703
(78,274)
(350,726)
260,988
3,013
264,001
(337)
$1,103,367
$1,103,367
(26,366)
(159,421)
158,228
856
159,084
$1,076,664
$(104,848)
(19,187)
(19,187)
$(124,035)
$(124,035)
(8,537)
(8,537)
$(132,572)
$323,217
92,752
$4,096,392
-
(350,726)
260,988
76,578
337,566
-
$4,083,232
$4,083,232
-
(159,421)
(79,711)
158,228
(293,581)
(135,353)
$3,708,747
$6,706
(246)
(14)
(260)
$6,446
$6,446
(591)
20
(571)
$5,875
$4,103,098
-
(350,726)
260,742
76,564
337,306
$4,089,678
$4,089,678
-
(159,421)
(79,711)
157,637
(293,561)
(135,924)
$3,714,622
92,752
337
$416,306
$416,306
(285,900)
(285,900)
$130,406

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

18

SIWARD Crystal Technology Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities
Profit before tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss recognized on trade receivalbes
Interest expense
Interest income
Share of profit of subsidiaries, associates and joint ventures
accounted for using equity method
Dividend income
Loss on disposal of property, plan and equipment
Write-down of inventories
Changes in operating assets and liabilities
Decrease in notes receivable
Increase in accounts receivable
Decrease in accounts receivable due from related parties
Decrease (increase) in other receivable
Decrease (increase) in inventories
Decrease in prepayments
Decrease in other current assets
Decrease in contract liabilities
Decrease in notes payable
Increase in accounts payable
Decrease in accounts payable to related parties
Decrease in other payable
Increase (decrease) in other current liabilities
Decrease in net defined benefit liability
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
2024
$195,672
208,040
17,395
(43)
7,067
(8,849)
(25,066)
-
210
16,707
40
(15,367)
9,560
3,569
(50,120)
606
570
(4,035)
(3,082)
23,113
-
(23,035)
(5,704)
(6,901)
340,347
8,849
11,523
(7,183)
(111,012)
242,524
2023
$343,357
221,392
16,289
(212)
13,375
(17,023)
(23,138)
(8,199)
(231)
9,312
4,126
(47,341)
27,246
(1,714)
27,598
545
894
(3,472)
(3,198)
50,335
(1,426)
(50,512)
2,203
(7,520)
552,686
17,023
20,874
(13,465)
(116,461)
460,657

(Continued)

19

SIWARD Crystal Technology Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

Cash flows from (used in) investing activities:
Proceeds from disposal of financial assets at fair value through
other comprehensive income
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Decrease in other non-current assets
Net cash used in investing activities
Cash flows from (used in) financing activities:
Repayments of long-term borrowings
Payments of lease liabilities
Decrease in other non-current liabilities
Cash dividends paid
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period (Note IV.1)
2024
-
(63,887)
80
(2,490)
619
(65,678)
(217,331)
(28,736)
(6,403)
(239,132)
(491,602)
(6,043)
(320,799)
1,005,700
$684,901
2023
353
(58,027)
334
(5,282)
1,717
(60,905)
(330,077)
(28,756)
(4)
(350,726)
(709,563)
(14,691)
(324,502)
1,330,202
$1,005,700

(Concluded)

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

20

Independent Auditor’s Report Translated from Chinese

To SIWARD Crystal Technology Co., Ltd.:

Opinion

We have audited the accompanying parent company only balance sheets of SIWARD Crystal Technology Co., Ltd. (the “Company”) as of December 31, 2024 and 2023, and related parent company only statements of comprehensive income, changes in equity, cash flows for the years ended December 31, 2024 and 2023, and notes to parent company only financial statements, including summary of material accounting policies (together “the parent company only financial statements”).

In our opinion, the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statements Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of the Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the Company for the year ended December 31, 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 matters.

Impairment of accounts receivable

As of December 31, 2024, gross accounts receivable and loss allowance by the Company amounted to NT$576,644 thousand and NT$16,620 thousand, respectively. Net accounts receivable account for 13% of the total assets, which have significant influence over the Company.

Because the amount of loss allowance for accounts receivable is measured by the expected credit losses during the duration, the accounts receivable should be classified into groups in the measurement process, and appropriate aging intervals and the loss rates for each age range, and their forward-looking information should be determined. These activities involve management

21

judgments or assumptions and the measurement result affects the net accounts receivable; therefore, we have identified the Impairment of accounts receivable as a key audit matter.

Our audit procedures included (but not limited to) understaning and testing the effectiveness of internal control established by the management for accounts receivable management, including the control of credit limits; analyzing the trend of changes in accounts receivable and turnover ratio and tests in the subsequent collection of accounts receivable to assess the recoverability; testing the provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviering the original certificates, and recalculation of lifetime expected credit losses.

We also consider the appropriateness of accounts receivable and related risk disclosures in Notes IV、V and VI to the parent company only financial statements.

Inventory valuation

As of December 31, 2024, the amounts of inventories of the Company were NT$915,717 thousand, with net inventories accounting for 21% of the total assets, which have significant influence over the Company and the end application of products is in the rapidly changing industry, resulting in the losses of slow-moving or obsolete inventories. Therefore, the allowance to reduce inventory to market and valuation of slow-moving inventories involve management judgments or assumptions, and thus we have judged inventory valuation as a key audit matter.

Our audit procedures included (but not limited to) understaning and testing the effectiveness of the internal controls established by the management for inventories, including the evaluation procedures for the identification of obsolete or defective inventories; evaluating on the management’s stocktaking plan and on-site observation of inventory counting to verify the quantity and status of inventory; selecting the samples to test the correctness and completeness of inventory age; selecting the samples to re-calculating the unit cost of inventories and evaluating the management’s estimated net realizable value for inventory valuation

We also consider the appropriateness of inventory related disclosures in Notes IV、V and VI to the parent company only financial statements.

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 Issuer, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

22

Those charged with governance (including the audit committee) are responsible for overseeing the financial reporting process of the Company.

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

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

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

  1. 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.

  2. 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 internal control of the Company.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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 ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit of the Company. We remain solely responsible for our audit opinion.

23

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 statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the Company for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Huang, Ching-Ya and Tu, Chin-Yuan.

Ernst & Young Taiwan

February 27, 2025

Notice to Readers

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

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsiliblity of the management, Ernst & Youn cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

24

SIWARD Crystal Technology Co., Ltd.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

ASSETS
Current assets
Cash and cash equivalents (Notes IV and VI.1)
Notes receivable, net (Notes 4 )
Accounts receivable, net (Notes IV, VI.2 and VI.14)
Accounts receivable due from related parties, net (Notes IV, VI.2, VI.14 and VII.3)
Current tax assets
Inventories (Notes IV and VI.3)
Other current assets (Notes IV)
Total current assets
Non-current assets
Non-current financial assets at fair value through other comprehensive
income (Notes IV and VI.4)
Investments accounted for using equity method (Notes IV and VI.5)
Property, plant and equipment (Notes IV, VI.6 and VIII)
Right-of-use assets (Notes IV and VI.15)
Investment property, net (Notes IV and VI.7)
Intangible assets (Notes IV and VI.8)
Deferred tax assets (Notes IV and VI.19)
Other non-current assets (Notes IV and VI.9)
Total non-current assets
TOTAL ASSETS
LIABILITIES AND EQUITY
Current liabilities
Current contract liabilities (Notes VI.13)
Notes payable
Accounts payable
Accounts payable to related parties (Notes VII.4)
Other payables
Current tax liabilities
Current lease liabilities (Notes IV and VI.15)
Other current liabilities
Current portion of long-term borrowings (Notes VI.10)
Total current liabilities
Non-current liabilities
Long-term borrowings (Notes IV and VI.10)
Deferred tax liabilities (Notes IV and VI.19)
Non-current lease liabilities (Notes IV and VI.15)
Defined benefit liabilities, net (Notes IV and VI.11)
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent (Notes VI.12)
Share capital
Ordinary share
Capital surplus
Retained earnings(Notes VI.12)
Legal reserve
Unappropriated retained earnings (accumulated deficit)
Other equity interest
Exchange differences on translation of foreign financial statements
Unrealised gains (losses) from financial assets measured at fair
value through other comprehensive income
Total equity
TOTAL LIABILITIES AND EQUITY
2024
12
-
12
1
-
21
-
46
7
14
29
1
1
1
1
-
54
100
-
-
2
1
4
-
-
-
4
11
-
2
-
1
-
3
14
37
17
7
25
(3)
3
86
100
2023
Amount
$521,552
64
541,131
18,893
3,040
915,717
10,585
2,010,982
321,320
587,695
1,264,937
24,415
45,951
33,532
41,178
11,645
2,330,673
$4,341,655
$4,110
1,885
91,900
54,555
176,535
3,844
3,908
257
161,280
498,274
-
73,974
21,468
39,192
-
134,634
632,908
1,594,210
722,762
317,277
1,076,664
(132,572)
130,406
3,708,747
$4,341,655
Amount
$843,156
-
524,016
30,287
-
902,199
10,393
2,310,051
678,696
579,274
1,376,123
30,876
47,322
48,079
41,763
19,141
2,821,274
$5,131,325
$8,160
2,130
81,596
66,416
195,769
87,124
8,143
4,437
215,040
668,815
161,280
141,699
23,768
46,182
6,349
379,278
1,048,093
1,594,210
802,473
290,911
1,103,367
(124,035)
416,306
4,083,232
$5,131,325

16
-
10
1
-
18
-
45
13
11
27
1
1
1
1
-
55
100
-
-
2
1
4
2
-
-
4
13
3
3
-
1
-
7
20
31
16
6
21
(2)
8
80
100

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

25

SIWARD Crystal Technology Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Amount
REVENUE (Note IV and VI.13)
$2,005,781
COST OF GOODS SOLD (Note VI.16)
(1,645,000)
GROSS PROFIT
360,781
OPERATING EXPENSES (Note VI.16)
Selling and marketing expenses
(93,558)
General and administrative expenses
(103,456)
Research and development expenses
(88,238)
Expected credit loss reversed on trade receivables (Note VI.14)
-
Total operating expenses
(285,252)
PROFIT FROM OPERATIONS
75,529
NON-OPERATING INCOME AND EXPENSES (Note IV and VI.17)
Interest income
8,349
Other income
25,876
Other gains and losses
55,774
Finance costs
(5,398)
Share of profits of associates and joint ventures accounted
30,425
for using equity method (Note VI.5)
Total non-operating income and expenses
115,026
PROFIT BEFORE INCOME TAX
190,555
INCOME TAX EXPENSE (Note IV and VI.19)
(32,327)
NET PROFIT FOR THE YEAR
158,228
OTHER COMPREHENSIVE INCOME (LOSS)
Item that will not be reclassified subsequently to profit or loss:
Gains (losses) on remeasurements of defined benefit plans
-
Unrealised gains (losses) from investments in equity instruments
(357,376)
measured at fair value through other comprehensive income
Share of other comprehensive income of associates and joint ventures
204
accounted for using equity method
Income tax related to components of other comprehensive income
72,128
that will not be reclassified to profit or loss
Item that maybe reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
(10,668)
Share of other comprehensive income of associates and joint
(17)
accounted for using equity method
Income tax related to components of other comprehensive income
2,148
Other comprehensive income, net (Note VI.18)
(293,581)
Total comprehensive income
$(135,353)
Earnings per share (Note IV and VI.20)
Basic earnings per share
$0.99
Diluted earnings per share
$0.99
2024
2024
100
(82)
18
(5)
(5)
(4)
-
(14)
4
-
1
3
1
2
7
11
(2)
9
-
(18)
-
4
(1)
-
-
(15)
(6)
2023
Amount
$2,191,702
(1,619,244)
572,458
(91,372)
(112,707)
(92,485)
-
(296,564)
275,894
16,578
21,643
6,991
(11,043)
32,234
66,403
342,297
(81,309)
260,988
3,700
116,025
53
(24,013)
(23,945)
(21)
4,779
76,578
$337,566
$1.64
$1.63

100
(74)
26
(4)
(6)
(4)
-
(14)
12
1
1
(1)
(1)
1
-
12
(4)
8
-
5
-
(1)
(1)
-
-
3
11

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

26

SIWARD Crystal Technology Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1,2023
Appropriation of 2022 earnings
Legal reserve appropriated
Cash dividends of ordinary share
Net profit (loss) for the year ended December 31,2023
Other comprehensive income for the year ended December 31,2023
Total comprehensive income
Disposal of investments in equity instruments designated at fair value through other
comprehensive income
BALANCE AT DECEMBER 31,2023
BALANCE AT JANUARY 1,2024
Appropriation of 2023 earnings
Legal reserve appropriated
Cash dividends of ordinary share
Cash dividends of capital surplus
Net profit (loss) for the year ended December 31,2024
Other comprehensive income for the year ended December 31,2024
Total comprehensive income
BALANCE AT DECEMBER 31,2024
$1,594,210
$1,594,210
$1,594,210
$1,594,210
Ordinary share
Capital surplus Retained earnings Retained earnings Retained earnings Other
Exchange
differences on
translation of
foreign financial
statements
Unrealised gains
(losses) on
financial assets
measured at fair
value through other
comprehensive
income
Other
Exchange
differences on
translation of
foreign financial
statements
Unrealised gains
(losses) on
financial assets
measured at fair
value through other
comprehensive
income
Total equity
Legal reserve Unappropriated
retained
earnings
Exchange
differences on
translation of
foreign financial
statements
$802,473
$802,473
$802,473
(79,711)
$722,762
$212,637
78,274
$290,911
$290,911
26,366
$317,277
$1,268,703
(78,274)
(350,726)
260,988
3,013
$(104,848)
(19,187)
(19,187)
$(124,035)
$(124,035)
(8,537)
(8,537)
$(132,572)
$323,217
92,752
92,752
337
$416,306
$416,306
(285,900)
(285,900)
$130,406
$4,096,392
-
(350,726)
260,988
76,578
337,566
-
$4,083,232
$4,083,232
-
(159,421)
(79,711)
158,228
(293,581)
(135,353)
$3,708,747
264,001
(337)
$1,103,367
$1,103,367
(26,366)
(159,421)
158,228
856
159,084
$1,076,664

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

27

SIWARD Crystal Technology Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities
Profit (loss) before tax
Adjustments for:
Depreciation expense
Amortization expense
Interest expense
Interest income
Share of profit of associates and joint ventures accounted
Dividend income
Loss (gain) on disposal of property, plan and equipment
Write-down of inventories
Changes in operating assets and liabilities
Increase in notes receivable
Increase in accounts receivable
Decrease in accounts receivable due from related parties
Increase in inventories
Decrease (increase) in other current assets
Decrease in contract liabilities
Decrease in notes payable
Increase in accounts payable
Decrease in accounts payable to related parties
Decrease in other payable
Increase (decrease) in other current liabilities
Decrease in net defined benefit liability
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
2024
$190,555
187,380
17,037
5,398
(8,349)
(30,425)
-
210
11,939
(64)
(17,115)
11,394
(25,457)
(192)
(4,050)
(245)
10,304
(11,861)
(14,718)
(4,180)
(6,990)
310,571
8,349
11,523
(5,514)
(111,511)
213,418
2023
$342,297
200,043
15,917
11,043
(16,578)
(32,234)
(8,199)
(174)
9,312
-
(13,458)
31,410
(4,331)
1,052
(3,463)
(388)
30,177
(23,529)
(52,442)
1,861
(5,610)
482,706
16,578
20,874
(11,133)
(111,865)
397,160

(Continued)

28

SIWARD Crystal Technology Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

Cash flows from (used in) investing activities:
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase (decrease) in other non-current assets
Net cash used in investing activities
Cash flows from (used in) financing activities:
Repayments of long-term borrowings
Payments of lease liabilities
Decrease in other non-current liabilities
Cash dividends paid
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2024
(63,461)
80
(2,490)
(230)
(66,101)
(215,040)
(8,400)
(6,349)
(239,132)
(468,921)
(321,604)
843,186
$521,582
2023
(55,989)
277
(5,163)
17
(60,858)
(327,680)
(8,028)
-
(350,726)
(686,434)
(350,132)
1,193,318
$843,186

(Concluded)

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

29

Annex 4

SIWARD Crystal Technology Co., Ltd.

Comparison Table of “Articles of Incorporation”

Articles after amendment Current Articles Explanation
Article 25:
Where there is a profit for the
current year, the Company shall
distribute 5% of the profit as
remuneration to employees(2%
of the profit as remuneration to
non-executive employees)and
not more than 3% of the profit as
remuneration to directors.
However, if the Company has
accumulated losses, profit shall
be set aside in advance to make
up for the losses.
Profit refers to the net income
before deducting remuneration to
employees and remuneration to
directors.
Article 25:
Where there is a profit for the
current year, the Company
shall distribute 5% of the
profit as remuneration to
employees and not more than
3% of the profit as
remuneration to directors.
However, if the Company has
accumulated losses, profit
shall be set aside in advance to
make up for the losses.
Profit refers to the net income
before deducting remuneration
to employees and
remuneration to directors.
The amendment in
accordance with Article 14,
Paragraph 6 of the
Securities and Exchange
Act
Article 30:
The Articles of Incorporation were
stablished on January 19, 1988;
the 1st amendment was made on
November 12, 1990;…………;
The 24th amendment was made on
June
12,
2020;
The
25th
amendment was made on June 18,
2024;The 26th amendment was
made on June 13, 2025.
Article 30:
The Articles of Incorporation
were stablished on January 19,
1988; the 1st amendment was
made
on
November
12,
1990;………….; The 24th
amendment was made on June
12,
2020
;
The
25th
amendment was made on June
18,2024.
The amendment is to add
the amendment date of the
Article of Incorporation for
the above amended
Articles.

30