S tock code: 2062

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Sunspring Metal Corporation

Annual General Shareholders’ Meeting Minutes 2024

Date: May 10, 2024 (Friday)

DISCLAIMER

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2024 ANNUAL GENERAL MEETING (THE “HANDBOOK”) OF SUNSPRING METAL CORPORATION (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

SUNSPRING METAL CORPORATION 2024ANNUAL GENERAL SHAREHOLDERS’ MEETING MINTUES (Translation)

Time: 9:00 am, May. 10, 2024 (Friday)

Venue: 4F, No.610, Sec. 4, Taiwan Boulevard, Taichung 40764, Taiwan, R.O.C.

(Windsor Hotel Taichung) ( Physical Shareholders Meeting)

Attendants ： Total shares represented by shareholders and proxy present 112,828,521shares (including exercised by way of electronic transmission 8,088,537shares) is 56.41% of total outstanding shares of the Company 199,994,152shares

、、 Direcotrs present: Yang, Cheng – Fa Yang, Ching – Chi Yang, Shu – Chuan 、 Independent direcotrs present: Chen, Yu – Cheng (Audit Committee Convener) Lee, Su – Ying (Remuneration Committee Convener) 、 Lin, Ying – Ke Hsu, Lien – Kai

Chairman: Yang, Ching - Chi Minute Recorder: Huang, Yai - Huei

I. Chairman announced commencement

II. Opening remarks by the chairman (omitted) III. Report items `：`

A. 2023 business report

Detail ： 2023 Business Report (please refer to attachment 1).

B. 2023 audit committee review report

Detail: 2023 Audit Committee Review Report (please refer to attachment 2)

C. Execution of the 2023 employees and directors compensation plan:

Units: NT$’000

			Units: NT$’000
Item	Persons awarded	Amount of payment per boardresolution	Payment method
Compensation to employees	Employees	42,910	cash
Compensation to directors	Directors	0
Total		42,910

D. Cash dividends distribution report for 2023 earnings
(1) The Board of Directors resolved the cash dividends for 2023 earnings were NT$159,995,322 in total, NT$0.8 per share, in accordance with Paragraph 3 of Article 30 of the Articles of Incorporation.
(2) The dividend will be paid in cash with calculation rounded down to the nearest one NTD (any amount under one NTD will be discarded). The remaining fraction will be incorporated into the other revenue of the Company.
(3) If laws and regulations or objective matters are changing subsequently, and resulting in changes in the current shares outstanding and dividend yield, the chairman is authorized to deal with all of them.
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E. The report of audit committee and independent directors for their communication with the chief internal auditors ：
The internal auditor department submitted all of audit reports to independent directors, and presented the findings of all audit reports in the meetings of the Audit Committee and Board of Directors at least 4 times a year. The chief internal auditor discussed the operarions of the internal control system (including risk 、 financial 、 operations and regulatory compliance) with independent 、
directors on a case-by-case basis by email telephone or closed door conference.
F. Amendment to the “ Sustainable Development Best Practice Principles ” (please refer to attachment 3)
G. Amendment to the“ Rules Governing Financial and Business Matters Between the Corporation and its Affiliated Enterprises ” (please refer to attachment 4)
H. Other report items : none

Shareholder account number 7135 speech summary:

(1) Explain the company's outlook in 2024 and operational risk
(2) The company's debt ratio has reached a relatively reasonable state. Why does the company's dividend payment decline?

Responses by the Chairman:

(1) In 2024, central banks of various countries still maintain high interest rates, and the housing market demand in major markets is still relatively sluggish, but there is hope for a gradual recovery precursor. The company's main operating risks are the impact of punitive tariffs arising from the US-China trade war and geopolitical risks.
(2) The company has just reached its expected financial goals this year and the dividend pay out ratio has exceeded 50%. If the operation continues to be stable in the future, the company will carefully consider increasing the cash dividend pay out ratio.
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IV. Ratification items

Item 1 (Proposed by the Board of Directors)

Proposal: Ratification of the2023 business report, and consolidated and individual financial statements

Explanation:

A. The Company’s 2023 consolidated and individual financial statements have been audited by the CPA firm Deloitte Touche Tohmatsu Limited.
B. Pursuant to Article 228 of the Company Act, the Company compiled the following reports:
Business report (please refer to attachment 1)
Consolidated financial statements (please refer to attachment 5)
Individual financial statements (please refer to attachment 6)
C. The attached report and financial statements have been reviewed by the audit committee.

Voting Results ： Shares represented at the time of voting ： 112,828,521

Voting Results*	Voting Results*	% of the total represented share present
Votes in favor`：`	107,842,998 votes (5,142,517votes)	95.58%
Votes against`：`	424,409 votes (424,409votes)	0.37%
Votes abstained`：`	4,561,114 votes (2,521,611 votes)	4.04%
Votes invalid`：`	0 votes	0.00%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

Item 2 (Proposed by the Board of Directors)

Proposal: Ratification of the proposal for distribution of 2023 earnings

Explanation:

A. Proposal for distribution of 2023 earnings is listed below. Among them, the cash dividends has been included in the report item D of this annual general meeting in accordance with Paragraph 3 of Article 30 of the Articles of Incorporation

Unit: NT$ 2023 net profit after tax
314,766,231
Plus: Defined actuarial benefit of the year
1,250,263
Minus: Investments accounted for using equity method
in retained earnings
(518,828)
Undistributed earnings in the current year
315,497,666
Minus: Legal reserve (10%)
(31,549,767)
Minus: Special reserve - Credit balance of exchange
differences on translation of foreign operations’
financial statements
(64,437,961)
2023 earnings for distribution
219,509,938
Plus: Undistributed earnings of previous year
2,322,316,525
Earnings for distribution until the end of 2023
2,541,826,463
Distribution items:
Cash dividends to shareholders（NT$ 0.8 / per share）
(159,995,322)
Undistributed earnings at the end of the year
2,381,831,141
SUNSPRING METAL CORPORATION
Earnings Distribution Table
Year Ended December 31, 2023
Chairman: Yang, Ching Chi Manager: Yang, Ching Chi Accountant: Wu, Yung Fu

B. A 5% tax rate is applied to undistributed earnings under Article 66-9 of the Income Tax Law. In accordance to the Ministry of Finance announcement letter No. 871941343 issued on April 30th, 1998, the distributed earnings should be individually recognized, and priority given to the latest years’ earnings.
C. This Item was approved by the Audit Committee and Board of Directors.

Voting Results ： Shares represented at the time of voting ： 112,828,521

Voting Results*	Voting Results*	% of the total represented share present
Votes in favor`：`	108,053,864 votes (5,353,383 votes)	95.76%
Votes against`：`	436,409 votes ( 436,409 votes)	0.38%
Votes abstained`：`	4,338,248 votes ( 2,298,745 votes)	3.84%
Votes invalid`：`	0 votes	0.00%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

V. Discussion items

tem 1 (Proposed by the Board of Directors)

Proposal: Discussion of amendments to the “Rules of Procedure for Shareholders Meetings

Explanation:

To be in compliance with the amendments of the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings” announced by the TWSE in its announcement letter No.1120004167on Mar. 17, 2023, we propose accordingly to amend certain articles within the Company's "Rules of Procedure for Shareholders Meetings ". Please refer to Attachment 7 for the Table Comparing the Original and the Amended Articles.

Voting Results ： Shares represented at the time of voting ： 112,828,521

Voting Results*	Voting Results*	% of the total represented share present
Votes in favor`：`	108,057,628 votes (5,357,147 votes)	95.77%
Votes against`：`	439,771 votes ( 439,771votes)	0.38%
Votes abstained`：`	4,331,122votes ( 2,291,619 votes)	3.83%
Votes invalid`：`	0 votes	0.00%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

VI. Questions and motions `：` none

Shareholder account number 7135 speech summary:

The company sold the Lukang land to a related party in 2017 and leased it to a related party in 2023. If the company has Long-term warehousing needs, whether to consider buying back from related parties at a reasonable price.

Responses by the Spokesman:

At the time of the sale, since the factory area was off-road located and the company was a revitalized asset, the company had flexible use of funds and was sold to the related parties after appraising the price by the China Credit Information Service, Ltd. Coping with the current shortage of inventory storage space, and it is difficult to find a large-area factory near the CTSP factory or near Taichung City, so it is necessary to rent the warehouse from the related parties. Rental rents are comparable to nearby rents. As for the necessity of buying it back from related parties, we can consider it later.

Responses by the Chairman:

At the time of the sale, the land in Lukang was not construction land. After relevant changes, it is currently leased for construction land, accounting for about half of the leased square footage. Therefore, the rent has been adjusted, and it will take about 12 years to recover at the rent recovery rate. If there is operational demand in the future and it is worth investing, we will definitely consider the need to buy it back.

VII. Adjournment `：` Meeting Ended at 9:35 a.m.

This minutes of the 2024 Annual General Shareholders' Meeting stated the meeting and the shareholders' statements briefly. The content, the process and the shareholders' statements of the meeting shall be referred to audio and video conference records.

Attachment 1

SUNSPRING METAL CORPORATION 2023 Business Report

A. Performance of operations in 2023

The Company’s consolidated net operating revenues for 2023 were NT$7,566,891 thousand, representing a decrease of 8% from the previous year. This was due to the housing market demand in major markets continuing to be sluggish resulting from the central banks of various countries still maintaining high interest rates, and customers reducing purchases in order to reduce inventory. In addition, the unit fixed overhead cost increase because of the lower sales of lower production; therefore, the consolidated gross margin decreased to 11.92%, a decrease of 28% as compared to the previous year. The decrease in operating expenses of NT$98,267 thousand in 2023 was mainly due to the decrease in export charges and employee benefits expense. All things considered, the decrease in operating income is NT$363,142 thousand, a decrease of 52%.

The decrease in non-operating expenses of NT$240,437 thousand in 2023 was mainly due to the decrease in foreign currency exchange gain on account of the decline extent in the depreciation of the RMB against the USD, as well as the disposal benefits arising from the prior year’s sale of Taichung office real estate.

As a result, the consolidated net income for FY2023 was NT$314,180 thousand, representing a 57% decrease over the previous year.

B. Financial Budget

None financial forecast preparation for 2023.

C. Operation and profitability analysis

Units: NT$’000

			Units: NT$’000	Units: NT$’000
Item	2023		2022
	Amount	%	Amount	%
Net sales	7,566,891	100.00	8,236,787	100.00
Operating costs	6,665,224	88.08	6,873,711	83.45
Gross profit	901,667	11.92	1,363,076	16.55
Operating expenses	562,532	7.43	660,799	8.02
Operating income	339,135	4.48	702,277	8.53
Non-operating expenses & income	13,402	0.18	253,839	3.08
Income before income tax	352,537	4.66	956,116	11.61
Income tax expense	38,357	0.51	218,987	2.66
Net income	314,180	4.15	737,129	8.95

2023 consolidated revenues decreased of 8% from the previous year. This was due to the housing market demand in major markets continuing to be sluggish resulting from the central banks of various countries still maintaining high interest rates, and customers reducing purchases in order to reduce inventory..
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2023 consolidated gross margin decreased to 11.92%.This was due to the unit fixed overhead cost increase owing to the lower sales of lower production.
2023 consolidated operating expenses decreased of NT$98,267 thousand from the previous year. This was due to the decrease in export charges and employee benefits expense.
2023 consolidated non-operating income decreased of NT$240,437 thousand from the previous year. This was mainly due to the decrease in foreign currency exchange gain on account of the decline extent in the depreciation of the RMB against the USD, as well as the disposal benefits arising from the prior year’s sale of Taichung office real estate.
2023 consolidated income tax expenses increased NT$180,630 thousand from the previous year, mainly because of the decrease of pre-tax profits and the refund of Relevant Tax Policies for Supporting and Promoting the Business Start-up and Employment of China.

D. Status of Research and Development:

The Company’s R&D performance in 2023 are as follows:

Number of developed tooling casts ( only for zinc die-casting tool, brass casting tool and hydro forming tool, excluding brass forging tool, bending tool, stamping tool and sand core tool) ： 99 sets
New finish development: 4 finishes
New manufacturing technology development ： Continuing to introduce the integrated cell automation, and manual & hybrid assembly lines.

Chairman: Yang, Ching Chi Manager: Yang, Ching Chi Accountant: Wu, Yung Fu

Attachment 2

Sunspring Metal Corporation

Audit Committee Review Report

2023 Financial Statements through the agreement by the audit committee and resolution of the Board of Directors were audited by the CPA firm Deloitte Touche Tohmatsu Limited and an audit report relating to the Financial Statements was issued.

The Company’s 2023 Business Report and earnings distribution proposal which were prepared by the Board of Directors have been reviewed and determined to be correct and accurate by the Audit Committee of Sunspring Metal Corporation. In accordance with Article 219 of the Company Act, I hereby submit this report.

Sunspring Metal Corporation 2024 Annual Shareholders’ Meeting

Sunspring Metal Corporation Audit Committee Convener: Chen, Yu Cheng Feb 26, 2024

Attachment 3

Sunspring Metal Corporation

Comparison Table for the “Sustainable Development

Best practice principles” Before and After Revision


Current version	Amended version	Reason

Responsible unit：AMD	Responsible unit：ESG Division	Adjustment of operating division
4. Competence: AMDis the responsible unit for any revisions of the rules of procedures and codes ofconducts.	4.Competence: ESG Divisionis the responsible unit for any revisions of the rules of procedures and codes of conducts.	Same as above.
None	5.30 The Company is advised to dedicate resources to cultural and art activities or the cultural and creative industry constantly through donations, sponsorships, investments, procurements, strategic cooperation, corporate volunteering of technical support, or other supporting means, to promote cultural development.	Amendments based on the revised regulations “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies” announced by TWSE in its announcement letter No. TSG -1110024366 on Dec.23, 2022.

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Attachment 4

Sun spring Metal Corporation

Comparison Table for the “Rules Governing Financial and Business matters Between the Corporation and its Affiliated Enterprises”

Before and After Revision


Current version	Amended version		Reason

Amendment Department: Financial ManagementCenter-Finance Department	Amendment Department: Financial ManagementFunction-Finance Department		Adjustment of operating organization
1. Object To ensure sound financial and business interactions between this Corporation and itsaffiliated enterprisesand to prevent non arm's-length transactions and improper channeling of interests with respect to the purchase and sale of goods, the acquisition and disposal of assets, the provision of endorsements and guarantees, and loans of funds between this Corporation and its affiliated enterprises,these Rules are adopted pursuant to Article 17 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.	1. Object To ensure sound financial and business interactions between this Corporation and itsrelated partiesand to prevent non arm's-length transactions and improper channeling of interests with respect to the purchase and sale of goods, the acquisition and disposal of assets, the provision of endorsements and guarantees, and loans of funds between this Corporation and itsrelated parties, these Rules are adopted pursuant to Article 17 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.		Amendments based on the revised regulations “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies” announced by TWSE in its announcement letter No. TSG -1110024366 on Dec.23, 2022.
2. Scope Except as otherwise provided by law and regulation or by the articles of incorporation, financial and business matters between this Corporation and any of itsaffiliated enterprisesshall be handled in accordance with the provisions oftheseRules	2. Scope Except as otherwise provided by law and regulation or by the articles of incorporation, financial and business matters between this Corporation and any of itsrelated partiesshall be handled in accordance with the provisions of theseRules.		Same as above.
3. Key word 3.1.The term "affiliated enterprise" as used herein means an enterprise that, in accordance with Article 369-1 of the Company Act, exists independently and has either of the following relationships with this Corporation: 3.1.1.A relationship of control or subordination. 3.1.2.A relationship of mutual investment. In determining whether a relationship of control or subordination under the3.1.1. exists, the substance of the relationship shall be considered in addition to the legal form.	3. Key word 3.1. The term“related party”referred herein shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. 3.2.The term "affiliated enterprise" as used herein means an enterprise that, in accordance with Article 369-1 of the Company Act, exists independently and has either of the following relationships with this Corporation: 3.2.1.A relationship of control or subordination. 3.2.2. A relationship of mutual investment.		Same as above.
		In determining whether a relationship of
		control or subordination under the 3.2.1. exists, the substance of the relationship shall be considered in addition to the legal form.

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Current version	Amended version	Reason

5.1.1. This Corporation shall establish an effective internal control system in regard toits own and its affiliated enterprises' overall operational activities, and shall continue to review the system in order to adapt to changes in the internal and external environment and ensure that the system's design and operation remain effective.	5.1.1. This Corporation shall establish an effective internal control system designed for transactions withrelated parties (including affiliated enterprises)in regard to its overall operational activities, and shall continue to review the system in order to adapt to changes in the internal and external environment and ensure that the system's design and operation remaineffective.	Same as above.
5.1.2. This Corporation shall ensure that any subsidiary develops an effective internal control system, taking into account the laws and regulations of the jurisdiction in which the subsidiary is located and the nature of its operations. For anyaffiliated enterprisethat is not a public company, this Corporation shall still, in consideration of the degree of influence it has on this Corporation's business and finances, require that it develop effective systems for internal control and for managing financial, business, and accounting matters.	5.1.2. The Corporation shall ensure that any subsidiary develops an effective internal control system, taking into account the laws and regulations of the jurisdiction in which the subsidiary is located and the nature of its operations. For anyrelated partythat is not a public company, this Corporation shall still, in consideration of the degree of influence it has on this Corporation's business and finances, require that it develop effective systems for internal control and for managing financial, business, and accountingmatters.	Same as above.
5.3.1. Any loans or endorsements /guarantees between this Corporation andan affiliated enterpriseshall be carefully assessed and carried out in compliance with the provisions of the Regulations Governing Loaning of Funds and Making of Endorsements /Guarantees by Public Companies and with the procedures prescribed by this Corporation regarding loans to others and provision of endorsements /guarantees.	5.3.1. Any loans or endorsements /guarantees between this Corporation and arelated partyshall be carefully assessed and carried out in compliance with the provisions of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies and with the procedures prescribed by this Corporation regarding loans to others and provision of endorsements /guarantees.	Same as above.
5.3.2. With respect to the provision of loans, endorsements, or guarantees between this Corporation and an affiliated enterprise,the matters set out below shall be closely reviewed, and results of the assessment submitted to the board of directors. Any loan of funds shall be made only by a resolution of the board of directors, and no other party may be authorized to decide on the matter. The board of directors, in accordance with the preceding paragraph, may authorize the chairperson to provide an endorsement or guarantee within a specific limit, provided it is subsequently submitted to andratified by thenext boardmeeting.	5.3.2. With respect to the provision of loans, endorsements, or guarantees between this Corporation and arelated party,the matters set out below shall be closely reviewed, and results of the assessment submitted to the board of directors. Any loan of funds shall be made only by a resolution of the board of directors, and no other party may be authorized to decide on the matter. The board of directors, in accordance with the preceding paragraph, may authorize the chairperson to provide an endorsement or guarantee within a specific limit, provided it is subsequently submitted to and ratified by the next board meeting.	Same as above.
5.3.5. The board of directors shall give full consideration to each independent director's opinion with respect to loans,	5.3.5. The board of directors shall give full consideration to each independent director's opinion with respect to loans,	Same as above.

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	Current version		Amended version	Reason

	endorsements, or guarantees between this Corporation and any of itsaffiliated enterprises.Specific opinions by independent directors expressing assent or dissent, and the reasons for dissent, shall be included in the minutes of board meetings.		endorsements, or guarantees between this Corporation and any of itsrelated parties.Specific opinions by independent directors expressing assent or dissent, and the reasons for dissent, shall be included in the minutes of board meetings.
5.3.6. When a loan of funds for short-term financing is necessary between any two foreign companies in which this Corporation directly or indirectly holds 100 percent of the voting shares, the loan amountmay not exceedthe restriction of 40 percent of the net worth ofthe companymaking theloan.		5.3.6. When a loan of funds for short-term financing is necessary between any two foreign companies in which this Corporation directly or indirectly holds 100 percent of the voting shares, the loan amountis not subject tothe restriction of 40 percent of the net worth ofthe companymaking theloan.		Same as above.
5.4.1. Price terms and payment methods shall be expressly stipulated for any business interaction between this Corporation and anyaffiliated enterprise. The purpose, pricing, and terms of a transaction, and its formal and substantive nature and the related handling procedures, shall not differ markedly from those of a normal transaction with a non-related party, nor may they be obviously unreasonable.		5.4.1. Price terms and payment methods shall be expressly stipulated for any business interaction between this Corporation and anyrelated party. The purpose, pricing, and terms of a transaction, and its formal and substantive nature and the related handling procedures, shall not differ markedly from those of a normal transaction with a non-related party, nor may they be obviously unreasonable.		Same as above.
5.4.2 When business needs require the purchase of finished products, semi-finished products, or materials from anaffiliated enterprise,purchasing personnel shall thoroughly evaluate the reasonableness of the price quoted by theaffiliated enterprisebased on market prices and other transaction terms and conditions. Except in special circumstances, or given advantageous conditions that differ from those of ordinary suppliers, under which the granting of preferential pricing or terms of payment can be reasonably stipulated, any other prices and payment terms shall be commensurate with those offered to ordinary suppliers.		5.4.2. When business needs require the purchase of finished products, semi-finished products, or materials from arelated party,purchasing personnel shall thoroughly evaluate the fairness of the price quoted by therelated party based on market prices and other transaction terms and conditions. Except in special circumstances, or given advantageous conditions that differ from those of ordinary suppliers, under which the granting of preferential pricing or terms of payment can be reasonably stipulated, any other prices and payment terms shall be commensurate with those offered to ordinary suppliers.		Same as above.
5.4.3. Price quotes for the sale of any finished products, semi-finished products, or materials to anaffiliated enterpriseshall be made with reference to current market prices. Except in cases of long-term cooperation or other special factors that are different from ordinary clients, under which reasonable stipulations may be made to grant preferential pricing or terms of payment, any other prices and payment terms shall be commensurate with those offered to ordinaryclients.		5.4.3. Price quotes for the sale of any finished products, semi-finished products, or materials torelated party shall be made with reference to current market prices. Except in cases of long-term cooperation or other special factors that are different from ordinary clients, under which reasonable stipulations may be made to grant preferential pricing or terms of payment, any other prices and payment terms shall be commensurate with those offered to ordinaryclients.		Same as above.

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Current version	Amended version		Reason

5.4.4. For professional or technical services provided between this Corporation and anaffiliated enterprise, both parties shall enter into a contract stipulating the scope of the services, fees charged, time period, payment terms, and after-sales service. The contract shall be implemented after approval by the general manager or the chairperson of this Corporation, and all contract terms and conditions shall comply with normal business practice.	5.4.4 For professional or technical services provided between this Corporation and arelated party,both parties shall enter into a contract stipulating the scope of the services, fees charged, time period, payment terms, and after-sales service. The contract shall be implemented after approval by the general manager or the chairperson of this Corporation, and all contract terms and conditions shall comply with normal business practice.		Same as above.
5.4.5. By the end of each month, the accounting personnel of both this Corporation and itsaffiliated enterprises shall perform cross checks of the purchases and sales of goods between them for the preceding month and the related balances of accounts payable and receivable. If any discrepancies are found, accounting personnel shall identify the cause and prepare a reconciliationstatement.	5.4.5. By the end of each month, the accounting personnel of both this Corporation and itsrelated parties shall perform cross checks of the purchases and sales of goods between them for the preceding month and the related balances of accounts payable and receivable. If any discrepancies are found, accounting personnel shall identify the cause and prepare a reconciliation statement.		Same as above.
None.	5.4.6. For purchases and sales of goods, professional or technical services provided between this Corporation and a Related Party, the transaction amount of which during a whole year is expected to be five percent of this Corporation’s most recent total consolidated assets or net value of consolidated business income in the most recent year, in addition that the Regulations Governing the Acquisition and Disposal of Assets by Public Companies shall apply, or other than the transactions between this Corporation and its parent company or subsidiary or between its subsidiaries, the following information shall be submitted to the board of directors for approval before the transactions may proceed: 5.4.6.1. Items, purpose, necessity, and projected benefits of the transactions. 5.4.6.2. The reason for choosing the related party as a trading counterparty. 5.4.6.3. The calculation principle of the transaction price and the projected limit of annual transaction value. 5.4.6.4. Description of whether transaction terms are consistent with regular commercial terms and that these terms will not damage the company interest or shareholder equity. 5.4.6.5. Restrictions on transaction and other important terms and conditions. 5.4.7 The following particulars about the		Same as above.

		Related Party, the transaction amount of
		which during a whole year is expected to
		be five percent of this Corporation’s most
		recent total consolidated assets or net value of consolidated business income in
		the most recent year, in addition that the
		Regulations Governing the Acquisition and Disposal of Assets by Public Companies shall apply, or other than the
		transactions between this Corporation and its parent company or subsidiary or between its subsidiaries, the following information shall be submitted to the board of directors for approval before the
		transactions may proceed: 5.4.6.1. Items, purpose, necessity, and projected benefits of the transactions. 5.4.6.2. The reason for choosing the related party as a trading counterparty. 5.4.6.3. The calculation principle of the transaction price and the projected limit of annual transaction value. 5.4.6.4. Description of whether transaction terms are consistent with regular commercial terms and that these
		terms will not damage the company interest or shareholder equity. 5.4.6.5. Restrictions on transaction and other important terms and conditions. 5.4.7 The following particulars about the

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Current version			Amended version	Reason

			transactions with related parties in the preceding paragraph shall be reported at the next shareholders’meeting after the end of a year: 5.4.7.1 Actual transaction value and terms and conditions. 5.4.7.2 Whether the calculation principle of the transaction price approved by the board of directors has
			been followed. 5.4.7.3 Whether the total value is under
			the limit on annual transaction value approved by the board of directors. If the total amount is above the limit, describe the reason, necessity, and fairness.
5.5. Acquisition or disposal of assets. (Real estate is not included.)		5.5. Acquisition or disposal of assets. (Real estateand right-of-use Asset are not included.)		Same as above.
5.5.1. Any asset transaction, derivative trading, merger, demerger, acquisition, or share transfer between this Corporation and anaffiliated enterpriseshall be conducted in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies and the procedures for acquisition and disposal of assets prescribed by this Corporation.		5.5.1. Any asset transaction, derivative trading, merger, demerger, acquisition, or share transfer between this Corporation and arelated partyshall be conducted in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies and the procedures for acquisition and disposal of assets prescribed by this Corporation.		Same as above.
5.5.2. When this Corporation makes an acquisition of securities from or a disposition of securities to anaffiliated enterprise,or an acquisition from an unaffiliated enterprise of securities whose underlying is the stock of an affiliated enterprise, it shallfirstobtain the financial statements of the issuing company for the most recent period, audited and attested or reviewed by a certified public accountant (CPA), for reference in appraising the transaction price. If the amount of the transaction is 20 percent or more of this Corporation's paid-in capital, 10 percent of its total assets, or NT$300 million or more, it shall also request a CPA to provide an opinion on thereasonablenessof the transaction price, except for securities quoted on an active market or thatmeet any of the following requirements: 5.5.2.1. Securities acquired through cash contribution in an incorporation by promotion or by public offering. 5.5.2.2. Securities issued at face value by an issuing company carrying out a cash capital increase in accordance with relevant laws and regulations, with this Corporation as a sponsor of the issue.		5.5.2. When this Corporation makes an acquisition of securities from or a disposition of securities to arelated party,or an acquisition of securities whose underlying is the stock of an affiliated enterprise, it shall,before the date of occurrence,obtain the financial statements of the issuing company for the most recent period, audited and attested or reviewed by a certified public accountant (CPA), for reference in appraising the transaction price. If the amount of the transaction is 20 percent or more of this Corporation's paid-in capital, 10 percent of its total assets, or NT$300 million or more, it shall also, before the date of occurrence,request a CPA to provide an opinion on thefairness of the transaction price, except for securities quoted on an active market or as otherwise required by the Financial Supervisory Commission.		Same as above.
	contribution in an incorporation by promotion or by public offering. 5.5.2.2. Securities issued at face value by an issuing company carrying out a cash capital increase in accordance with
	relevant laws and regulations, with this Corporation as a sponsor of the issue.

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	Current version	Amended version		Reason

	5.5.2.3. Securities issued by an investee
	company wholly invested by this Corporation that is carrying out a cash capital increase, with this Corporation as
	a sponsor of the issue. 5.5.2.4. Securities listed and traded on the Taiwan Stock Exchange (TWSE) or on the GreTai Securities Market (GTSM)
	and emerging stocks. 5.5.2.5. Government bonds or bonds in repurchase or reverse purchase agreements. 5.5.2.6. Domestic funds or overseas funds. 5.5.2.7. TWSE or GTSM listed securities
	acquired or disposed of in accordance with the TWSE or GTSM rules governing
	the purchase of listed securities by reverse auction or rules governing the auction of listed securities. 5.5.2.8. Securities acquired through this Corporation`’`s sponsorship of a cash capital increase by a public company, when the securities acquired are not privately placed. 5.5.2.9. Subscription to fund shares before the establishment of a fund in accordance with Article 11, paragraph 1 of the Securities Investment Trust and Consulting Act and the Financial Supervisory Commission's 1 November 2004 Order No. Financial-Supervisory -Securities-IV-0930005249. 5.5.2.10 Subscription or redemption of domestic private placement funds, provided that the trust agreement for the
	fund specifies an investment strategy in which, aside from securities margin transactions and open positions held in securities-related products, the investment scope of the remaining portion is the same as that of a publicly offered fund.
5.5.3. When this Corporation engages in the acquisition ofmemberships or intangible assets from or their disposition to any of its affiliated enterprises, if the amount of the transaction is 20 percent or more of this Corporation's paid-in capital, 10 percent of its total assets, or NT$300 million or more, it shall request a CPA to provide an opinion on the reasonablenessof the transaction price.		5.5.3. When this Corporation engages in the acquisition ofintangible assets or its right-of-use assets or memberships from or their disposition to any of its related parties,if the amount of the transaction is 20 percent or more of this Corporation's paid-in capital, 10 percent of its total assets, or NT$300 million or more, it shall,before the date of occurrence, request a CPA to provide an opinion on the fairness ofthe transactionprice.		Same as above.
	to any of its affiliated enterprises, if the amount of the transaction is 20 percent or more of this Corporation's paid-in capital, 10 percent of its total assets, or NT$300 million or more, it shall request a CPA to provide an opinion on the reasonablenessof the transaction price.		or their disposition to any of its related parties,if the amount of the transaction is 20 percent or more of this Corporation's paid-in capital, 10 percent of its total assets, or NT$300 million or more, it shall,before the date of occurrence, request a CPA to provide an opinion on the fairness ofthe transactionprice.
5.6. Acquisition or disposal of assets. (Realestate.)		5.6. Acquisition or disposal of assets. (Realestate and right-of-use Asset.)		Same as above.
5.6.1. When this Corporation intends to conduct anyacquisition or disposal of		5.6.1. When this Corporation intends to conduct anyacquisition or disposal of		Same as above.

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Current version	Amended version	Reason

real property from or to any of its affiliated enterprises,or to conduct an acquisition or disposal of assets other than real property from or to any of its affiliated enterprisesin which the transaction amount is furthermore 20 percent or more of this Corporation's paid-in capital, 10 percent of its total assets, or NT$300 million or more, with the exception of the purchase or sale of government bonds, repo or reverse repo bond transactions, or subscription to or redemption of domestic money market funds, it shall have the following matters approved by the board of directors and recognized by the supervisors before it may enter into a contract for the transaction and pay the required monies: 5.6.1.1. An appraisal issued by a professional appraiser as required by regulations, or a CPA opinion. 5.6.1.2. The purpose, necessity, and projected benefits of the acquisition or disposal of real property. 5.6.1.3. The reason for choosing the affiliated enterpriseas a trading counterparty. 5.6.1.4.The date and price at which the real property was originally acquired by theaffiliated enterprise,the trading counterparty, and the trading counterparty's relationship with this Corporation and itsaffiliated enterprises. 5.6.1.5.Monthly cash flow forecasts for a full year commencing from the scheduled month of contract signing, and an evaluation of the necessity of the transaction and the reasonableness of the utilization of funding. 5.6.1.6.Any restrictions on the transaction and other important stipulations. 5.6.1.7.An opinion issued by a CPA engaged to review whether the transaction with theaffiliated enterprise conforms with ordinary commercial terms and whether it is not damaging to the interests of this Corporation and its minorityshareholders.	real property or its right-of-use assets from or to any of itsrelated parties,or to conduct an acquisition or disposal of assets other than real property or its right-of-use assetsfrom or to any of its related partiesin which the transaction amount is furthermore 20 percent or more of this Corporation's paid-in capital, 10 percent of its total assets, or NT$300 million or more, with the exception of the purchase or sale of government bonds, repo or reverse repo bond transactions, or subscription to orrepurchase of money market funds issued by domestic
	securities investment trust enterprises,it shall have the following matters approved by the board of directors and recognized by the supervisors before it may enter into a contract for the transaction and pay the required monies: 5.6.1.1. An appraisal issued by a professional appraiser as required by regulations, or a CPA opinion. 5.6.1.2. The purpose, necessity, and projected benefits of the acquisition or disposal of real property. 5.6.1.3. The reason for choosing the related party as a trading counterparty. 5.6.1.4. Information relating to appraisal of the reasonableness of the preliminary
	transaction terms when acquiring real property from a related party in accordance with Articles 16 and 17 of the
	Regulations Governing the Acquisition and Disposal of Assets by Public Companies. 5.6.1.5.The date and price at which the real property was originally acquired by therelated party,the trading counterparty, and the trading counterparty's relationship with this Corporation and itsrelated party. 5.6.1.6.Monthly cash flow forecasts for a full year commencing from the scheduled month of contract signing, and an evaluation of the necessity of the transaction and the reasonableness of the utilization of funding. 5.6.1.7.Any restrictions on the transaction and other important stipulations. 5.6.1.8.An opinion issued by a CPA engaged to review whether the transaction with therelated party conforms with ordinary commercial terms and whether it is not damaging to the interests of this Corporation and its minorityshareholders.

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Current version	Amended version		Reason

5.6.2. When the amount of the transaction under the 5.6.1. is 20 percent or more of this Corporation's paid-in capital, 10 percent of its total assets, or NT$300 million or more, this Corporation shall obtain an appraisal report issued by a professional appraiser. If the discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount, this Corporation shall additionally request a CPA to provide a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price, and it shall be approved by a majority of the directors in attendance at a board of directors meeting attended by two-thirds or more of the directors.	5.6.2. When the amount of the transaction involving acquisition or disposal or real property, equipment or its right-of-use assetsunder the 5.6.1. is 20 percent or more of this Corporation's paid-in capital, 10 percent of its total assets, or NT$300 million or more, this Corporation shall obtain an appraisal report issued by a professional appraiser. If the discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount, this Corporation shall additionally request a CPA to provide a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price, and it shall be approved by a majority of the directors in attendance at a board of directors meeting attended by two-thirds or more ofthe directors.		Same as above.
5.6.3. In an acquisition of real property from anaffiliated enterprise,if the actual transaction price is higher than the appraised transaction cost, and no objective evidence can be presented and no concrete opinion that the transaction is reasonable can be obtained from a professional appraiser and a CPA, the board of directors shall thoroughly review the transaction and determine whether it may prejudice the rights and interests of this Corporation and its shareholders, and when necessary, shall refuse to enter into the transaction. The supervisors shall also exercise their supervisory powers in respect of such a transaction, and when necessary shall notify the board of directors to stop the transaction.	5.6.3. In an acquisition of real property or its right-of-use assetsfrom arelated party, if the actual transaction price is higher than the appraised transaction cost, and no objective evidence can be presented and no concrete opinion that the transaction is reasonable can be obtained from a professional appraiser and a CPA, the board of directors shall thoroughly review the transaction and determine whether it may prejudice the rights and interests of this Corporation and its shareholders, and when necessary, shall refuse to enter into the transaction. The supervisors shall also exercise their supervisory powers in respect of such a transaction, and when necessary shall notify the board of directors to stop the transaction.		Same as above.
5.6.5. When [any of] the following circumstances is present in a transaction with an affiliated enterprise,after passage by the board of directors,the matter shall also be submitted to the shareholders meetingfor passage of a resolution, andneither the affiliated enterprise nor any persons connected with the affiliated enterprise may participate in the voting: 5.6.5.1. There is a discrepancy of 20 percent or more between the amount of the transaction and the appraised amount. 5.6.5.2. The amount or the terms of the transaction will have a material effect on	5.6.5 When [any of] the following circumstances is present in a transaction witha related party,after passage by the board of directors,the information described under the subparagraphs of the 5.6.1. shall also be submitted to the shareholders meetingfor passage of a resolution, and ashareholder that is an interested party shall not participate in the voting: 5.6.5.1. This Corporation or its subsidiary that is not a domestic listed company has performed the transaction in the 5.6.1., and the amount of the transaction is 10 percent or more of this Corporation’s total assets. 5.6.5.2. According to the Company Act, this Corporation’s articles of		Same as above.
		that is not a domestic listed company has
		performed the transaction in the 5.6.1., and the amount of the transaction is 10 percent or more of this Corporation’s total assets. 5.6.5.2. According to the Company Act, this Corporation’s articles of

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	Current version		Amended version	Reason

	this Corporation's operations. 5.6.5.3. The transaction will have a material effect on shareholder equity. 5.6.5.4. Other circumstances in which the board of directors deems that the matter should be submitted for a resolution by a shareholders meeting.		incorporation, or the regulations on internal operating procedure, the amount
			or the terms of the transaction will have a
			material effect on this Corporation's operations or shareholder equity.
None.		5.6.6. If the company has transactions with related parties as specified in the 5.6.1., the actual transaction status (including actual transaction amount, transaction conditions, information specified in the5.6.1., etc.) shall be submitted to the latest shareholders' meeting report after the end of the year.		Same as above.

5.7.1. When a director is an interested party with respect to a particular agenda item, that director shall enter into recusal and may neither vote on that item nor exercise voting rights as proxy for another director. Directors shall maintain self-discipline among themselves and may not enter into relationships of inappropriate mutual support with other directors.		5.7.1. When a directorhim/herself or the corporation he/she representsis an interested party with respect to a particular agenda item and there is a likelihood that the company's interest may be compromised. 5.7.2.Director shall enter into recusal and may neitherparticipate in the discussion of nor vote on that item nor exercise voting rights as proxy for another director. Directors shall maintain self-discipline among themselves and may not enter into relationships of inappropriate mutual supportwithotherdirectors.		Same as above.
None.		5.7.3. If a director's spouse, blood relatives within the 2nd degree of relationship, or a company controlled by that director is an interested party with respect to an agenda item as mentioned in the 5.7.2., the director him/herself will be deemed as an interested party with respect to that agenda item.		Same as above.
5.7.2.Upon discovering that, in the course of their duties, the board of directors or a director has committed a violation of law or regulation, the articles of incorporation, or a shareholders meeting resolution, a supervisor shall immediately notify the board of directors or the individual director to cease the misconduct, and shall take appropriate measures to curb expansion of the misconduct. When necessary, a supervisor shall also file a report with the relevantregulatory authority oragency.		5.7.4.Upon discovering that, in the course of their duties, the board of directors or a director has committed a violation of law or regulation, the articles of incorporation, or a shareholders meeting resolution, a supervisor shall immediately notify the board of directors or the individual director to cease the misconduct, and shall take appropriate measures to curb expansion of the misconduct. When necessary, a supervisor shall also file a report with the relevant regulatory authority or agency.		Same as above.
5.8.3 Information on any material transaction between this Corporation and anaffiliated enterpriseshall be fully disclosed in the annual report,financial		5.8.3. Information on any material transaction between this Corporation and arelated partyshall be fully disclosed in the annual report,financial statements,		Same as above.

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Current version	Amended version	Reason

statements, the three reporting forms for affiliated enterprises, and prospectuses.	the three reporting forms for affiliated enterprises, and prospectuses.
5.8.4. If anaffiliated enterprise experiences financial difficulties, this Corporation shall obtain its financial statements and related materials in order to assess the resulting effect on the finances, business, or operations of this Corporation, and when necessary, appropriate conservatory measures shall be adopted to safeguard this Corporation's rights as a creditor. Under the above circumstances, in addition to specifying the resulting effect on this Corporation's financial position in its annual report and prospectus, this Corporation shall also make a timely announcement of material information on the Market Observation Post System (MOPS).	5.8.4. If arelated partyexperiences financial difficulties, this Corporation shall obtain its financial statements and related materials in order to assess the resulting effect on the finances, business, or operations of this Corporation, and when necessary, appropriate conservatory measures shall be adopted to safeguard this Corporation's rights as a creditor. Under the above circumstances, in addition to specifying the resulting effect on this Corporation's financial position in its annual report and prospectus, this Corporation shall also make a timely announcement of material information on the Market Observation Post System (MOPS).	Same as above.
5.9. These Rules, and any amendments hereto, shall be implemented after adoption by the board of directors.	5.9. These Rules, and any amendments hereto, shall be implemented after adoption by the board of directors.In addition, a report of such distribution shall be submitted to the shareholders’ meeting.	Same as above.
6.4. Taipei Exchange Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities.	(Deleted)	Not applicable

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Attachment 5

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2023 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we did not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

SUNSPRING METAL CORPORATION

By:

Yang, Ching, Chi President Feb 26, 2024

==> picture [467 x 122] intentionally omitted <==

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Sunspring Metal Corporation

Opinion

We have audited the accompanying consolidated financial statements of Sunspring Metal Corporation (the “Company”) and its subsidiaries (collectively the “Group”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statement”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2023 are described as follows:

Revenue Recognition

The growth rate of sales revenue from some of the specific customers is significantly higher than the average sales revenue; therefore, the specific revenue from these customers was identified as a key audit matter. Refer to Note 4 to the consolidated financial statements for the related accounting policies on sales revenue.

Our audit procedures performed in regard to the key audit matter included the following:

We understood the design and implementation of the main internal controls for the abovementioned customer-specific sales revenue and tested if these controls were performed effectively.
We selected appropriate samples from the abovementioned customer-specific sales receipts and checked the the customer orders, delivery orders and payment collections corresponding to sales revenue to confirm the validity of sales revenue transactions.

Other Matter

We have also audited the parent company only financial statements of Sunspring Metal Corporation as of and for the years ended December 31, 2023 and 2022 on which we have issued an unmodified opinion.

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

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

the Group’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 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 Shao-Chun Wu and Li-Tung Wu.

Deloitte & Touche Taipei, Taiwan Republic of China

Feb 26, 2024

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.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars, Except Par Value Per Share)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Notes 7 and 26) Financial assets at amortized cost - current Notes receivable Trade receivables, net (Note 8) Other receivables (Note 8) Current tax assets (Note 21) Inventories (Note 9) Other current assets (Note 6) Total current assets NON-CURRENT ASSETS Financial assets at amortized cost - non-current Property, plant and equipment (Notes 11 and 28) Right-of-use assets (Notes 12) Intangible assets (Note 13) Deferred tax assets (Note 21) Prepayments for machinery and equipment Refundable deposits Net defined benefit assets - non-current (Note 17) Other financial assets - non-current (Notes 6 and 28) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 14) Short-term bills payable (Note 14) Financial liabilities at fair value through profit or loss - current (Notes 7 and 26) Trade payables (Note 29) Other payables (Note 15) Current tax liabilities (Note 21) Provisions - current (Note 16) Lease liabilities - current (Notes 12 and 27) Current portion of long-term borrowings (Notes 14 and 28) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 14 and 28) Deferred tax liabilities (Note 21) Lease liabilities - non-current (Notes 12 and 27) Deferred revenue (Note 23) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION Ordinary shares - par value of NT$10 per share Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity attributable to owners of the Corporation NON-CONTROLLING INTERESTS Total equity TOTAL		2023 Amount % $ 1,282,911 10 3,710 - 21,098 - 2,588 - 2,834,522 22 43,445 - - - 1,532,451 12 62,411 1 5,783,136 45 4,000 - 5,500,932 43 495,912 4 77,549 1 161,321 1 109,222 1 7,084 - 17,439 - 650,885 5 29,588 - 7,053,932 55 $ 12,837,068 100 $ 1,570,000 12 399,727 3 - - 781,657 6 356,335 3 34,653 - - - 26,761 - 203,889 2 482 - 3,373,504 26 1,349,604 10 202,837 2 476,904 4 84,438 1 3,146 - 2,116,929 17 5,490,433 43 1,999,942 16 1,911,126 15 859,963 7 270,462 2 2,637,814 20 (334,900) (3) 7,344,407 57 2,228 - 7,346,635 57 $ 12,837,068 100		2022 Amount % $ 727,649 6 - - - - 9,370 - 2,100,425 17 23,644 - 65 - 2,347,482 19 82,597 1 5,291,232 43 - - 5,990,925 49 539,694 4 78,588 1 98,233 1 130,129 1 5,939 - 15,254 - 74,465 1 38,819 - 6,972,046 57 $ 12,263,278 100 $ 935,000 8 - - 84 - 507,788 4 371,826 3 47,281 1 2,672 - 45,838 - 257,407 2 3,138 - 2,171,034 18 2,050,816 17 173,621 1 501,229 4 60,123 1 10,818 - 2,796,607 23 4,967,641 41 1,999,942 16 1,911,126 15 785,390 7 380,083 3 2,487,262 20 (270,462) (2) 7,293,341 59 2,296 - 7,295,637 59 $ 12,263,278 100

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

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SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES (Note 19) COST OF GOODS SOLD (Notes 9, 20 and 27) GROSS PROFIT OPERATING EXPENSES (Notes 20 and 27) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss reversed (Note 8) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income (Note 23) Gain (loss) on disposal of property, plant and equipment Foreign exchange gain, net Loss on financial assets at fair value through profit or loss, net Interest expense (Notes 23 and 27) Other expenses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 21) NET PROFIT FOR THE YEAR		2023 Amount % $ 7,566,891 100 6,665,224 88 901,667 12 169,415 2 355,723 5 48,664 - (11,270) - 563,532 7 339,135 5 30,506 - 34,535 1 (920) - 31,744 - (1,833) - (65,335) (1) (15,295) - 13,402 - 352,537 5 38,357 1 314,180 4		2022
				Amount % $ 8,236,787 100 6,873,711 83 1,363,076 17 244,283 3 393,758 5 54,852 1 (32,094) (1) 660,799 8 702,277 9 8,459 - 32,831 - 85,645 1 206,229 3 (4,845) - (67,208) (1) (7,272) - 253,839 3 956,116 12 218,987 3 737,129 9 (Continued)

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SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax relating to items that may be reclassified subsequently to profit or loss (Note 21) Other comprehensive income for the year, net of income tax NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 22) Basic Diluted		2023 Amount % $ 1,563 - (64,438) (1) (313) - (63,188) (1) $ 250,992 3 $ 314,766 4 (586) - $ 314,180 4 $ 251,578 3 (586) - $ 250,992 3 $ 1.57 $ 1.56		2022
				Amount % $ 11,111 - 109,621 1 (2,223) - 118,509 1 $ 855,638 10 $ 736,846 9 283 - $ 737,129 9 $ 855,355 10 283 - $ 855,638 10 $ 3.68 $ 3.64

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

28 -

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

Equity Attributable to Owners of the Corporation (Note 18)	Equity Attributable to Owners of the Corporation (Note 18)
Ordinary Shares Capital Surplus $ 1,999,942 $ 1,911,126 - - - - - - - - - - - - - - 1,999,942 1,911,126 - - - - - - - - - - - - - - - - $ 1,999,942 $ 1,911,126	Retained Earnings Special Reserve Legal Reserve Unappropriated Earnings $ 741,863 $ 354,215 $ 1,910,920 43,527 - (43,527) - 25,868 (25,868) - - (99,997) 43,527 25,868 (169,392) - - 736,846 - - 8,888 - - 745,734 785,390 380,083 2,487,262 74,573 - (74,573) - (109,621) 109,621 - - (199,994) 74,573 (109,621) (164,946) - - 314,766 - - 1,250 - - 316,016 - - (518) $ 859,963 $ 270,462 $ 2,637,814	Other Equity Exchange Differences on Translation of the Financial Statements of Foreign Operations $ (380,083) - - - - - 109,621 109,621 (270,462) - - - - - (64,438) (64,438) - $ (334,900)

	Special Reserve $ 741,863 43,527 - - 43,527 - - - 785,390 74,573 - - 74,573 - - - - $ 859,963

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

29 -

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss reversed recognized on trade receivables Net loss (gain) on fair value changes of financial assets and liabilities at fair value through profit or loss Interest expense Interest income Loss (gain) on disposal of property, plant and equipment Impairment loss recognized on non-financial assets Foreign currency exchange gain, net Reversed of provisions Changes in operating assets and liabilities Notes receivable Trade receivables Other receivables Inventories Other current assets Trade payables Other payables Deferred revenue Other current liabilities Net defined benefit assets Cash generated from operations Interest received Interest paid Income taxes paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Increase in other financial assets Increase in other non-current assets Increase in prepayments for machinery and equipment Net cash generated from (used in) investing activities	2023 $ 352,537 717,461 28,309 (11,270) (3,710) 65,335 (30,506) 920 38,754 117,869 (2,663) 6,782 (802,528) (15,227) 681,105 1,076 255,158 (19,268) 25,752 (3,560) (628) 1,401,698 22,274 (57,873) (87,744) 1,278,355 (25,098) (102,645) 12,643 (1,152) (6,306) (576,764) (342) (41,014) (740,678)	2022 $ 956,116 723,678 39,009 (32,094) 84 67,208 (8,459) (85,645) 90,005 (4,302) - (9,370) 1,576,266 35,365 (448,195) 10,795 (227,709) (81,846) 16,585 (4,035) (429) 2,613,027 8,674 (60,423) (107,195) 2,454,083 - (161,208) 603,777 887 (1,781) (39,689) (13,352) (28,190) 360,444

(Continued)

30 -

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from short-term borrowings Increase (decrease) in short-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase (decrease) in guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2023 $ 635,000 399,727 920,000 (1,677,407) (7,676) (47,255) (199,994) 22,395 (4,810) 555,262 727,649 $ 1,282,911	2022 $(1,374,818) (199,890) 2,100,000 (3,084,694) 10,916 (39,179) (99,997) (2,687,662) 58,913 185,778 541,871 $ 727,649

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

31 -

Attachment 6

==> picture [467 x 121] intentionally omitted <==

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Sunspring Metal Corporation

Opinion

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

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the Company’s financial statements for the year ended December 31, 2023 are described as follows:

Revenue Recognition

The growth rate of sales revenue from some of the specific customers is significantly higher than the average sales revenue; therefore, the specific revenue from these customers was identified as a key audit matter. Refer to Note 4 to the financial statements for the related accounting policies on sales revenue.

Our audit procedures performed in regard to the key audit matter included the following:

We understood the design and implementation of the main internal controls for the abovementioned customer-specific sales revenue and tested if these controls were performed effectively.

We selected appropriate samples from the abovementioned customer-specific sales receipts and checked the customer orders, delivery orders and payment collections corresponding to sales revenue to confirm the validity of sales revenue.

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

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

In preparing the financial statements, management is responsible for assessing the Company’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 Company 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 Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the 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 Company’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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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.
33 -
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the 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 entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2023 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 Shao-Chun Wu and Li-Tung Wu.

Deloitte & Touche Taipei, Taiwan Republic of China

Feb 26, 2024

Notice to Readers

34 -

SUNSPRING METAL CORPORATION

BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars, Except Par Value Per Share)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial liabilities at fair value through profit or loss - current (Notes 7 and 26) Trade receivables-non-related parties (Note 8) Trade receivables-related parties (Note 27) Other receivables (Note 8) Current tax assets Inventories (Note 9) Other current assets (Note 27) Total current assets NON-CURRENT ASSETS Investments accounted for using equity method (Note 10) Property, plant and equipment (Notes 11, 27 and 28) Right-of-use assets (Notes 12 and 27) Intangible assets (Note 13) Deferred tax assets (Note 21) Prepayments for machinery and equipment Refundable deposits Net defined benefit assets - non-current (Note 17) Other financial assets - non-current (Notes 6 and 28) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 14) Short-term bills payable (Note 14) Financial liabilities at fair value through profit or loss - current (Notes 7 and 26) Trade payables - non-related parties Trade payables- related parties (Note 27) Other payables- non-related parties (Note 15) Other payables - related parties (Notes 15 and 27) Current tax liabilities Provisions - current (Note 16) Lease liabilities - current (Notes 12 and 27) Current portion of long-term borrowings (Notes 14 and 28) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 14 and 28) Deferred tax liabilities (Note 21) Lease liabilities - non-current (Notes 12 and 27) Deferred revenue (Note 23) Total non-current liabilities Total liabilities EQUITY Ordinary shares - par value of NT$10 per share Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity TOTAL		2023 Amount % $ 683,730 5 3,710 - 2,655,924 18 9,456 - 18,928 - - - 1,000,283 7 34,361 - 4,406,392 30 4,835,787 32 4,251,640 29 474,201 3 8,789 - 120,798 1 93,140 1 6,590 - 17,439 - 630,059 4 537 - 10,438,980 70 $ 14,845,372 100 $ 1,570,000 11 399,727 3 - - 539,571 4 1,828,743 12 206,989 1 655,087 5 27,467 - - - 25,833 - 203,889 1 131 - 5,457,437 37 1,349,604 9 202,837 2 476,507 3 14,580 - 2,043,528 14 7,500,965 51 1,999,942 13 1,911,126 13 859,963 6 270,462 2 2,637,814 17 (334,900) (2) 7,344,407 49 $ 14,845,372 100		2022 Amount % $ 391,153 3 - - 1,923,179 14 1,835 - 6,546 - 65 - 1,583,257 11 37,021 - 3,943,056 28 4,620,945 33 4,613,556 33 515,263 4 6,637 - 98,233 1 89,795 1 5,396 - 15,254 - 53,299 - 7,527 - 10,025,905 72 $ 13,968,961 100 $ 935,000 7 - - 84 - 235,491 2 2,235,910 16 210,246 1 970 - 12,725 - 2,672 - 44,186 - 257,407 2 35 - 3,934,726 28 2,050,816 15 173,621 1 499,903 4 16,554 - 2,740,894 20 6,675,620 48 1,999,942 14 1,911,126 14 785,390 5 380,083 3 2,487,262 18 (270,462) (2) 7,293,341 52 $ 13,968,961 100

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

35 -

SUNSPRING METAL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES (Notes 19 and 27) COST OF GOODS SOLD (Notes 9, 20 and 27) GROSS PROFIT Realized gain on transactions with subsidiaries GROSS PROFIT, NET OPERATING EXPENSES (Notes 20 and 27) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (reversed) (Note 7) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income (Notes 23 and 27) Gain (loss) on disposal of property, plant and equipment Foreign exchange gain, net Gain (loss) on financial assets at fair value through profit or loss, net Share of profits of subsidiaries Interest expense (Notes 23 and 27) Other expenses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 21) NET PROFIT FOR THE YEAR		2023 Amount % $ 6,680,380 100 6,161,189 92 519,191 8 (3,665) - 515,526 8 172,334 3 193,837 3 18,654 - (11,264) - 373,561 6 141,965 2 20,382 - 10,450 - 326 - (8,846) - (1,833) - 253,463 4 (65,268) (1) (919) - 207,755 3 349,720 5 34,954 - 314,766 5		2022
				Amount % $ 7,219,302 100 6,296,750 87 922,552 13 40 - 922,592 13 237,698 3 206,132 3 21,399 - (31,728) - 433,501 6 489,091 7 6,152 - 12,836 - 94,601 1 44,743 1 (4,845) - 279,754 4 (67,131) (1) (1,144) - 364,966 5 854,057 12 117,211 2 736,846 10

(Continued)

SUNSPRING METAL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax relating to items that may be reclassified subsequently to profit or loss (Note 21) Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR: EARNINGS PER SHARE (Note 22) Basic Diluted		2023 Amount % $ 1,563 - (64,438) (1) (313) - (63,188) (1) $ 251,578 4 $ 1.57 $ 1.56		2022
				Amount % $ 11,111 - 109,621 2 (2,223) - 118,509 2 $ 855,355 12 $ 3.68 $ 3.64

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

(Conclude)

SUNSPRING METAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

Equity Attributable to Owners of the Company (Note 18)	Equity Attributable to Owners of the Company (Note 18)	Equity Attributable to Owners of the Company (Note 18)	Equity Attributable to Owners of the Company (Note 18)	Equity Attributable to Owners of the Company (Note 18)
Ordinary Shares Capital Surplus $ 1, 999,942 $ 1,911,126 - - - - - - - - - - - - - - 1,999,942 1,911,126 - - - - - - - - - - - - - - - - $ 1,999,942 $ 1,911,126		Retained Earnings		Unappropriated Earnings $ 1,910,920 (43,527) (25,868) (99,997) (169,392) 736,846 8,888 745,734 2,487,262 (74,573) 109,621 (199,994) (164,946) 314,766 1,250 316,016 (518) $ 2,637,814
	Special Reserve $ 741,863 43,527 - - 43,527 - - - 785,390 74,573 - - 74,573 - - - - $ 859,963		Legal Reserve $ 354,215 - 25,868 - 25,868 - - - 380,083 - (109,621) - (109,621) - - - - $ 270,462

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

38 -

SUNSPRING METAL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (reversed) recognized on trade receivables Net loss on fair value changes of financial assets and liabilities at fair value through profit or loss Interest expense Interest income Share of profits of subsidiaries Loss (gain) on disposal of property, plant and equipment Impairment loss (reversed) recognized on non-financial assets Realized gain on transactions with subsidiaries Foreign currency exchange gain, net Recognition of provisions Changes in operating assets and liabilities Trade receivables Other receivables Inventories Other current assets Trade payables Other payables Other current liabilities Net defined benefit assets Deferred revenue Cash generated from (used in) operations Interest received Interest paid Income taxes paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Investments accounted for using equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Increase in other financial assets Increase in prepayments for machinery and equipment Net cash generated from (used in) investing activities	2023 $ 349,720 508,910 19,315 (11,264) (3,710) 65,268 (20,382) (253,463) (326) 24,078 3,665 37,979 (2,663) (820,933) (12,483) 513,783 6,165 (26,080) 1,770 95 (628) (1,973) 376,843 16,231 (57,807) (13,809) 321,458 (30,000) (38,640) 6,175 (1,194) (6,306) (576,760) (26,481) (673,206)	2022 $ 854,057 516,887 27,550 (31,728) 84 67,131 (6,152) (279,754) (94,601) 81,608 (40) (24,238) - 1,528,921 25,880 (449,603) (4,018) 222,713 (18,322) - (429) (13,944) 2,402,002 5,876 (60,344) (19,758) 2,327,776 - (85,396) 600,315 840 (1,781) (39,689) (12,799) 461,490

39 -

(Continued)

SUNSPRING METAL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from short-term borrowings Increase (decrease) in short-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in other payables - related parties Repayment of the principal portion of lease liabilities Dividends paid Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2022 $ 635,000 399,727 920,000 (1,677,407) 651,374 (41,748) (199,994) 686,952 (42,627) 292,577 391,153 $ 683,730	2021 $(1,374,818) (199,890) 2,100,000 (3,084,694) - (37,996) (99,997) (2,697,395) 33,425 125,296 265,857 $ 391,153

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

‘

40 -

Attachment 7

Sunspring Metal Corporation

Comparison Table for the “Rules of Procedure for Shareholders Meetings” Before and After Revision


Current version	Amended version	Reason

5.1.1 Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the Board of Directors.	5.1.1 Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the Board of Directors.Unless otherwise provided in the“Regulations Governing the Administration of Shareholder Services of Public Companies”, the Company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders'meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.	To be in compliance with the amendments of the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings” announced by TWSE in its announcement letter No. TSG-1120004167 on Mar. 17, 2023.
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.	54.9.3 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 .Unless otherwise provided in the“Regulations Governing the Administration of Shareholder Services of Public Companies”, the Company convenes a virtual-only shareholders'meeting, it furthermore shall	Same as above.
	specify appropriate alternative measures available to shareholders who have difficulty taking part in a virtual shareholders'meeting. Except in the circumstances set out in Article 44-9, paragraph 6, it shall at least provide the
	shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention.

41 -


Current version	Amended version		Reason

5.20. 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.	5.20. 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.Unless otherwise provided in the“Regulations Governing the Administration of Shareholder Services of Public Companies”, the Company convenes a virtual-only shareholders'meeting, it furthermore shall specify appropriate alternative measures available to shareholders who have difficulty taking part in a virtual shareholders'meeting. Except in the circumstances set out in Article 44-9, paragraph 6, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention.		Same as above.
		specify appropriate alternative measures available to shareholders who have difficulty taking part in a virtual shareholders'meeting. Except in the circumstances set out in Article 44-9, paragraph 6, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may
		apply to the company and other related matters requiring attention.

42 -

AI assistant

SSM — AGM Information 2024

51964_rns_2024-05-22_9b64e799-3148-443e-95ac-f78075090293.pdf

Sunspring Metal Corporation

Annual General Shareholders’ Meeting Minutes 2024

DISCLAIMER

SUNSPRING METAL CORPORATION 2024ANNUAL GENERAL SHAREHOLDERS’ MEETING MINTUES (Translation)

I. Chairman announced commencement

II. Opening remarks by the chairman (omitted) III. Report items ：

Shareholder account number 7135 speech summary:

Responses by the Chairman:

IV. Ratification items

Explanation:

RESOLVED, that the above proposal be and hereby was approved as proposed.

RESOLVED, that the above proposal be and hereby was approved as proposed.

V. Discussion items

Explanation:

RESOLVED, that the above proposal be and hereby was approved as proposed.

VI. Questions and motions ： none

Shareholder account number 7135 speech summary:

Responses by the Spokesman:

Responses by the Chairman:

VII. Adjournment ： Meeting Ended at 9:35 a.m.

SUNSPRING METAL CORPORATION 2023 Business Report

A. Performance of operations in 2023

B. Financial Budget

C. Operation and profitability analysis

D. Status of Research and Development:

Sunspring Metal Corporation

Audit Committee Review Report

Sunspring Metal Corporation

Comparison Table for the “Sustainable Development

Best practice principles” Before and After Revision

Sun spring Metal Corporation

Comparison Table for the “Rules Governing Financial and Business matters Between the Corporation and its Affiliated Enterprises”

Before and After Revision

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

SUNSPRING METAL CORPORATION

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

SUNSPRING METAL CORPORATION

BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars, Except Par Value Per Share)

SUNSPRING METAL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SUNSPRING METAL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SUNSPRING METAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

SUNSPRING METAL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

SUNSPRING METAL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

SSM AGM Information 2024

II. Opening remarks by the chairman (omitted) III. Report items `：`

VI. Questions and motions `：` none

VII. Adjournment `：` Meeting Ended at 9:35 a.m.