TECOM - AGM Information 2025 | FinancialReports.eu

Stock Code:2321

TECOM 東訊股份有限公司 Handbook for the 2025 Annual Meeting of Shareholders

Time: 9 a.m. on Thursday (Weekday), June 19, 2025 Location: 23,R & D 2 ROAD, HSINCHU SCIENCE PARK, HSIN-CHU TAIWAN R.O.C.

(Company conference room)

1.Meeting Procedures ---------------------------------------------------------------------------------- 1 2.Meeting Agenda -------------------------------------------------------------------------------------- 2 (1) Management Presentations ----------------------------------------------------------------- 3 (2) Proposals -------------------------------------------------------------------------------------- 3 (3) Discussion Items ----------------------------------------------------------------------------- 4 (4) Questions and Motions ---------------------------------------------------------------------- 4 3.Appendix (1) Business Report ------------------------------------------------------------------------------ 5 (2)Audit Committee Report --------------------------------------------------------------------- 7 (3) Auditor's Report and Financial Statements for the Year 2024 ------------------------- 8 (4) 2024 Deficit Compensation Statement --------------------------------------------------- 28 (5) Articles of Incorporation Amendment Comparison Table ----------------------------- 29 4. Annex (1) Articles of Incorporation ------------------------------------------------------------------- 32 (2) Rules of Procedure for Shareholder Meetings ----------------------------------------------- 38 (3) Ownership of Shares by Directors -------------------------------------------------------- 41

Tecom Co., Ltd.

Procedure for the 2025 Annual Meeting of Shareholders

1. Call the Meeting to Order

2. Chairperson Remarks

3. Management Presentation

4. Proposals

5. Discussion Items

6. Questions and Motions

7. Adjournment

Tecom Co., Ltd.

Procedure for the 2025 Annual Meeting of Shareholders

Time: 9 a.m. on Thursday, June 19, 2025

Location: 23,R & D 2 ROAD, HSINCHU SCIENCE PARK, HSIN-CHU TAIWAN

R.O.C.(Company conference room)

Meeting Method: In-person Shareholders Meeting

1.Call the meeting to order

2.Chairperson Remarks

3. Reports on Company Affairs

(1) 2024 Business Report
(2) 2024 Audit Report of Audit Committee

4. Proposals

Proposal No.1: 2024 Business Report and Financial Statements

Proposal No.2: Approval of the Deficit Compensation for the fiscal year 2024.

5. Discussion Items

Proposal 1: Amendment to the Articles of Incorporation

6. Questions and Motions

7. Adjournment

Management Presentations

Please review the business report for the 2024 fiscal year.
(Please refer to pages 5-6 of this manual.)
Please review the audit committee report for the 2024 fiscal year.
(Please refer to page 7 of this manual.)

Proposals

Proposal 1 Proposed by the board of directors

Subject: Approval of the 2024 annual business report and financial statements Explanation:

The financial statements of the company for the 2024 fiscal year (including the consolidated financial statements) have been audited by accountants Chiang, ChengHan and Liu, Qian-Yu of PricewaterhouseCoopers Taiwan, and along with the annual business report, have been submitted to the audit committee of the company for review. An audit report has been issued.
Please refer to pages 5 to 6 and 8 to 27 of this manual for the annual business report, auditor's report, and various financial statements.

Resolution:

Proposal 2 Proposed by the board of directors Subject: Approval of the Deficit Compensation for the fiscal year 2024. Explanation:

The Deficit Compensation for the fiscal year 2024 has been reviewed and approved by the Board of Directors and the Audit Committee, and the audit report is on file.
The net loss after tax for the fiscal year 2024 was NT$14,694,366, and the accumulated deficit amount was NT$106,874,540.
Please refer to page 28 of this manual for the Deficit Compensation for the fiscal year 2024.

Resolution:

Discussion Items

Proposal 1 Proposed by the board of directors

Subject: Amendment to the Articles of Incorporation – For Approval

Explanation ：

To meet the Company's long-term business development needs, it is proposed to expand the business scope by adding the following items: Energy Service Company (ESCO) and Management Consulting Services, corresponding to business codes “IG03010 – Energy Technical Services” and “I103060 – Management Consulting.”
This amendment is made following the Financial Supervisory Commission’s directive No. 1130385442 dated November 8, 2024.
Please refer to pages 29 to 31 of this handbook for the comparison table of the Articles of Incorporation before and after the amendment.

Resolution:

Questions and Motions

Adjournment

`【` Appendix 1 `】`

Business Report

In 2024, Taiwan’s economy demonstrated steady growth, supported by strong global demand for artificial intelligence and a recovery in the technology sector. However, industries across the board also faced rising production costs due to surging prices of raw materials and energy. In addition, compliance requirements and the global push for energy conservation and carbon reduction within supply chains posed further challenges.

Our company’s operations span three major sectors: SME business communications, smart building solutions, and intelligent electromechanical systems with a focus on energy saving and carbon reduction. Although the transition to mobile and digital solutions has led to a decline in call volume for traditional wired business PBX systems, SMEs continue to show steady annual demand for system upgrades. With our company maintaining a market share of nearly 70%, the market remains stable. In the smart building sector, the number of housing completions decreased in 2024 due to labor shortages, resulting in lower-than-expected revenue. However, the government’s strong policy push toward building energy efficiency is expected to become a new growth driver in 2025.

In the area of energy-saving and intelligent electromechanical systems, significant progress was achieved due to government efforts to promote energy conservation and the manufacturing industry’s push toward low-carbon and smart transformation. Notably, our carbon inventory, carbon management, and energy management services— integrating AIoT (Artificial Intelligence of Things), system platform development, data collection and analysis— were further enhanced by our consulting services in carbon and energy management. By the end of 2024, we successfully partnered with a government-affiliated foundation to secure projects related to carbon inventory and energy management, which are expected to contribute new revenue streams in 2025.

Results of Business Plan Implementation In 2024, in addition to continuing organizational optimization and cost reduction efforts, the Company also developed a series of forward-looking and innovative solutions in Artificial Intelligence of Things (AIoT), energy conservation and carbon reduction, and business communication applications, aiming to tap into high-margin market opportunities.
For the year, the standalone operating revenue amounted to NT$483.86 million, with a net loss after tax of NT$14.70 million.
On a consolidated basis, the total operating revenue reached NT$631.41 million, with a consolidated net loss after tax of NT$16.85 million.
2024 Financial Revenue and Expenditure Analysis and Profitability Analysis

The 2024 and 2023 Financial Revenue and Expenditure Analysis and Profitability Analysis are as follows:

(Unit: NTD thousand dollars)

Items	2024	2023
Individual
Operating revenue	483,859	535,782
Operating profit(loss)	(15,506)	(55,677)
Net Income(Loss)	(14,694)	(36,094)
Total comprehensive income	(6,323)	(5,435)
Combined
Operatingrevenue	631,414	804,032
Operating profit(loss)	(22,434)	(21,935)
Net Income(Loss)	(16,848)	(20,191)
Total comprehensive income	(8,477)	10,468

Note ： Please refer to our company's financial reports and annual reports for comprehensive information on all financial matters.
Research Development Expenditure

Our company's R&D capabilities have not only been recognized by domestic and international customers, but we also place great emphasis on product layout. Our annual R&D expenses totaled NT$70.88 million. Our main R&D focuses include the on enterprise-level new-generation IP mobile switchboard systems, full-network smart home systems, cloud-based smart security video solutions, Industrial IoT smart electromechanical health management systems and cloud services, energy efficiency monitoring and management, corporate carbon management, and digital carbon inventory tools, etc. These are the key drivers of our company's sales growth.

2025 Business Objectives

Looking ahead to 2025, the growth trend in digital transformation and Industrial Internet of Things (IIoT) applications remains strong. The Company will continue to enhance its offerings in the existing domains of business communications and smart building solutions by providing value-added features to drive revenue growth. In parallel, the Company will further advance its strategic transformation toward energy conservation and carbon reduction.

2025 Business Policy and Sales Policy
(1) Business Strategy
Smart Energy Management and Digital Transformation:
- Promote dual transformation in digitalization and decarbonization by integrating digital management systems that combine software and hardware with the ESCO (Energy Service Company) model, enabling enterprises to reduce energy consumption and operational costs.
Integration of Smart Operation & Maintenance (Smart O&M) and Energy Management Systems:
- Empower enterprises to achieve both low-carbon and intelligent transformation by reducing carbon emissions and electricity usage across factory operations, production lines, and buildings.
Ongoing Development of Smart Security and Communication Systems:
- Continue to invest in and enhance smart home/building intercom and security systems, as well as smart office business communication solutions. Actively expand into both domestic and international markets

(2) Sales Policy

  1. Continue to adjust the channel structure, introduce the integration of new products, import product quality and strengthen after sales service, establish a diversified internet service system, to improve profitability.

  2. Develop thoroughly the smart electro-mechanical health management systems and cloud services, assist electromechanical equipment maintenance partners to utilize digital solutions to improve preventive maintenance abilities, ensure the operations of customers’ factories and production equipment, reduce energy consumption and carbon emissions.

  3. Centering on ESG solutions, we provide one-stop services to empower enterprises in achieving dual transformation in digitalization and decarbonization.

Impact of External Competitive Environment, Regulatory Environment, and Macro Business Environment Amid the growing trends of smart manufacturing, smart operation & maintenance, and energy conservation and carbon reduction, the Company is actively investing in industry-specific IoT solutions tailored to different application scenarios. These solutions are expected to become key competitive advantages in driving a return to profitability in 2025.
As the external competitive landscape continues to evolve rapidly, the Company remains vigilant in monitoring major domestic and international strategic and regulatory developments. By proactively aligning with regulatory trends—such as those related to energy conservation and carbon reduction—we aim to transform compliance requirements into innovative market opportunities.
Our company's management team and all employees deeply understand the expectations of shareholders and the general public. Looking ahead, in fiscal year 2025, in addition to pursuing revenue growth, our primary goal is to ensure profitability and continue to reduce the combined debt of our company and the group. In addition to revenue growth, the company also aims to maintain its gross profit margins of its main businesses. We will continue to focus on stable risk control, actively optimize our business model and strategy to improve operational performance, while also providing greater profits and growth to our shareholders. We would like to express our gratitude to all shareholders for their support and encouragement over the past year.

Chairman: Liu, Chao-Kai General Manager: Tien, Ying-Juei Accounting Supervisor: Wang, Yen-Li

【 Appendix 2 】

Audit Committee Report

To: Shareholders’ Annual General Meeting for Year 2025, Tecom Co., Ltd.

The Board of Directors has presented the operating report, financial statements, and deficit offsetting proposal for the 2024 fiscal year. The financial statements have been audited by Cheng, Ya-Huei and Li, Tien-Yi of PricewaterhouseCoopers Taiwan, and their audit report has been issued.

The aforementioned operating report, financial statements, and deficit offsetting proposal have been audited by the Audit Committee and found to be in compliance. Therefore, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report for your review at the 2025 Annual Shareholders' Meeting.

The Audit Committee, Chairman:

Lin , Chiang-liang

March 5, 2025

`【` Appendix 3 `】`

Independent Auditors’ Report

(114) No. Finance-Auditing-Reporting- 24003257

The Board of Directors and Shareholders

Tecom Co., LTD.

Opinion

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

In our opinion, making Reference to the Audits of Component Auditors of our audit report the parent company only financial statements referred to above present fairly, in all material respects, the financial position of Tecom Co., LTD. as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits entrusted by the Company 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 Parent Company Only Financial Statements” section of our report. We are independent of Tecom Co., LTD. in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of our auditors, 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 parent company only financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter about the parent company only financial statements of the Company for the year ended December 31, 2024 is as below:

Inventory Valuation

Description

Tecom Co., LTD. measures the inventories at the lower of cost and net realizable value. Please refer to Notes 5(2) for accounting assumptions and judgments, major sources of estimation uncertainty and information for inventory respectively. Please refer to Note 6(5) for the explanations about inventories. Inventory and allowance for inventory valuation loss are NT$ 142,286 thousand and NT$49,918 thousand, respectively as of December 31, 2024. Tecom Co., LTD. measures the inventories at the lower of cost and net realizable value. Due to the large inventory amount, Tecom Co. is at high risk of inventory impairment loss caused by the rapid changes in industry technology resulting in outdated products or lack of market sales value. Therefore, the valuation of inventories has been identified as a key audit matter.

How our audit addressed the matter

Our audit procedures performed for the above matter are as follows:

Assessed the rationality of policies on allowance for inventory valuation loss.
Selected specific part numbers and verified the net realizable value.
Checked the allowance for inventory valuation loss recognized.

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

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

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

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of Tecom Co., LTD.

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

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

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

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Tecom Co., LTD.
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 ability to continue as a going-concern of Tecom Co., LTD. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Tecom Co., LTD. to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only finan-

cial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Tecom Co., LTD. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the Company 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 2023 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Accountants: Chiang, Cheng-Han Liu, Chien-Yu

For and on behalf of PricewaterhouseCoopers, Taiwan

Securities ： Financial-SupervisoryCompetent Securities-AuditingAuthority 1130350413 ApprovedFinancial-Supervisorycertified No. Securities-Auditing1090350620

March 5, 2024

Tecom Co., LTD. SEPARATE BALANCE SHEETS DECEMBER 31, 2024 and 2023

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ASSETS CURRENT ASSETS 1100 Cash and cash equivalents 1120 Financial assets at fair value through other comprehensive income - current 1136 Financial assets at amortized cost - current 1140 Contract assets - current 1150 Notes receivables, net 1160 Notes receivables from related parties, net 1170 Accounts receivables, net 1180 Accounts receivables from related parties, net 1200 Other receivables 1220 Current income tax assets 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Total current assets NONCURRENT ASSETS 1517 Financial assets at fair value through other comprehensive income – non- current 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment properties, net 1780 Intangible assets 1840 Deferred income tax assets 1900 Other noncurrent assets 15XX Total noncurrent assets 1XXX TOTAL ASSETS	Notes 6(1) 6(2) 6(3) and 8 6(22) 6(4) 6(4) and 7 6(4) 6(4) and 7 7 6(5) 6(2) and 8 6(6) 6(7) and 8 6(8) and 7 6(9) and 8 6(10) 6(29) 8	December 31,2024 AMOUNT % $ 116,293 10 - - 23,512 2 1,199 - 12,726 1 581 - 81,612 7 16,628 2 1,818 - - - 92,368 8 13,998 1 655 - 361,390 31 229,551 19 206,361 18 55,550 5 162,665 14 22,296 2 1,522 - 115,508 10 12,411 1 805,864 69 $ 1,167,254 100	December 31,2023	December 31,2023
			AMOUNT $ 32,534 16,050 84,773 10,091 15,569 101 88,282 17,154 3,248 945 105,702 3,461 2,117 380,027 250,140 219,866 47,963 171,992 35,288 1,152 115,508 13,266 855,175 $ 1,235,202	%
				3 1 7 1 1 - 7 2 - - 9 - -
				31
				20 18 4 14 3 - 9 1
				69
				100

(continued)

~12~

Tecom Co., LTD. SEPARATE BALANCE SHEETS DECEMBER 31, 2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity	December31,2024 December31,2023 Notes AMOUNT % AMOUNT % 6(11) and 8 $ 270,000 23 $ 324,000 26 6 (22) 12,109 1 5,035 - 2,810 - 2,070 - 6 (12) 57,765 5 52,129 4 6 (12) and 7 3,601 - 3,255 - 6 (13) and 7 51,982 5 55,993 5 5,302 - 5,046 - 7 7,690 1 7,929 1 6 (16) and 8 200,000 17 200,000 16 6 (14) 8,185 1 6,568 1 619,444 53 662,025 53 6 (15) and 7 133,000 11 133,000 11 6 (16) and 8 - - - - 1,444 - 1,563 - 6 (29) 880 - 880 - 7 168,195 15 175,885 14 6 (6)(17) 44,995 4 56,230 5 348,514 30 367,558 30 967,958 83 1,029,583 83 6 (19) 142,719 12 142,719 12 160,000 14 160,000 13 6 (20) 6,237 - 6,237 - 6 (21) ( 106,875) ( 9 ) ( 116,306) ( 9) 11,027 1 26,781 2 6 (19) ( 13,812)( 1 ) ( 13,812) ( 1) 199,296 17 205,619 17 9 11 $ 1,167,254 100 $ 1,235,202 100
CURRENT LIABILITIES 2100 Short-term borrowings 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable from related parties 2200 Other payables 2250 Provisions for liabilities - current 2280 Lease liabilities - current 2320 Long-term liabilities - current portion 2399 Other current liabilities - others 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 2540 Long-term borrowings 2550 Provisions for liabilities - non-current 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total noncurrent liabilities 2XXX Total liabilities Equity Share capital 3110 Ordinary shares 3120 Preferred shares Capital reserve 3200 Capital reserve Retained earnings 3350 Accumulated deficit Other equity 3400 Other equity 3500 Treasury stock 3XXX Total Equity SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS SIGNIFICANT SUBSEQUENT EVENTS 3X2X TOTAL LIABILITIES AND EQUITY

Liabilities and Equity

December31,2024
December31,2023
Notes
AMOUNT
%
AMOUNT
%
6(11) and 8
$ 270,000
23
$ 324,000
26
6 (22)
12,109
1
5,035
-
2,810
-
2,070
-
6 (12)
57,765
5
52,129
4
6 (12) and 7
3,601
-
3,255
-
6 (13) and 7
51,982
5
55,993
5
5,302
-
5,046
-
7
7,690
1
7,929
1
6 (16) and 8
200,000
17
200,000
16
6 (14)
8,185
1
6,568
1
619,444
53
662,025
53
6 (15) and 7
133,000
11
133,000
11
6 (16) and 8
-
-
-
-
1,444
-
1,563
-
6 (29)
880
-
880
-
7
168,195
15
175,885
14
6 (6)(17)
44,995
4
56,230
5
348,514
30
367,558
30
967,958
83
1,029,583
83
6 (19)
142,719
12
142,719
12
160,000
14
160,000
13
6 (20)
6,237
-
6,237
-
6 (21)
(
106,875) (
9 )
(
116,306) (
9)
11,027
1
26,781
2
6 (19)
(
13,812)(
1 )
(
13,812) (
1)
199,296
17
205,619
17
9
11
$ 1,167,254
100
$ 1,235,202
100

CURRENT LIABILITIES
2100
Short-term borrowings
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable from related parties
2200
Other payables
2250
Provisions for liabilities - current
2280
Lease liabilities - current
2320
Long-term liabilities - current portion
2399
Other current liabilities - others
21XX
Total current liabilities
Non-current liabilities
2530
Bonds payable
2540
Long-term borrowings
2550
Provisions for liabilities - non-current
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2600
Other non-current liabilities
25XX
Total noncurrent liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Ordinary shares
3120
Preferred shares
Capital reserve
3200
Capital reserve
Retained earnings
3350
Accumulated deficit
Other equity
3400
Other equity
3500
Treasury stock
3XXX
Total Equity
SIGNIFICANT CONTINGENT
LIABILITIES AND UNRECOGNIZED
CONTRACT COMMITMENTS
SIGNIFICANT SUBSEQUENT EVENTS
3X2X
TOTAL LIABILITIES AND EQUITY

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

Chairman: Liu, Chao-Kai

CEO: Tien, Ying-Juei

Accounting Manager: Wang, Yen-Li

~13~

Tecom Co., LTD. DECEMBER 31, 2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE IN NEW TAIWAN DOLLARS)

					2024				2023
		Notes			AMOUNT	%			AMOUNT	%
4000	Operating revenues	6(22) and 7		$	483,859	100		$	535,782	100
5000	Operating costs	6(5) and 7	(		313,036 ) (		65)(		398,816) (	75)
5900	Gross profit				170,823		35		136,966	25
5910	Unrealized profit from sales		(		6,325 ) (		1) (		6,286 ) (	1)
5920	Realized profit from sales				6,286		1		6,173	1
5950	Gross profit, net				170,784		35		136,853	25
	Operating expenses	6(27)(28)
6100	Selling expenses		(		69,453 ) (		14) (		72,050 ) (	13)
6200	Administrative expenses		(		47,874 ) (		10) (		48,086 ) (	9)
6300	Research and development
	expenses		(		68,367 ) (		14) (		72,263 ) (	14)
6450	Expected credit losses	12 (2)	(		596 )		- (		131)	-
6000	Total operating expenses		(		186,290 ) (		38)(		192,530) (	36)
6900	Operating loss		(		15,506 ) (		3)(		55,677) (	11)
	Non-operating income and expenses
7100	Interest income	6(23)			1,547		-		8,800	2
7010	Other income	6(24) and 7			20,870		4		18,490	3
7020	Other gains and losses	6(25)			314		-		2,931	1
7050	Financial costs	6(26) and 7	(		19,648 ) (		4) (		24,764 ) (	5)
7070	Share of profit of subsidiaries,	6(6)
	associates and joint ventures
	accounted for using the equity
	method		(		2,271 )		-		14,126	3
7000	Total non-operating income
	and expenses				812		-		19,583	4
7900	Loss before income tax		(		14,694 ) (		3) (		36,094 ) (	7)
7950	Income tax expense	6(29)			-		-		-	-
8200	Net loss		(	$	14,694 ) (		3)($		36,094) (	7)
	Other comprehensive income,
	net
	Not to be reclassified to profit
	or loss in subsequent periods
8311	Remeasurements of defined	6(18)
	benefit plans			$	4,568		1	$	130	-
8316	Unrealized valuation gains or	6(2)
	losses from equity instruments
	investments measured at fair
	value through other
	comprehensive income				3,803		1		30,529	6
8300	Other comprehensive income,
	net			$	8,371		2	$	30,659	6
8500	Total comprehensive income		(	$	6,323 ) (		1)($		5,435) (	1)
	Losses per share	6 (30)
9750	Basic earnings per share		(	$		1.09)($				2.60)
9850	Diluted earnings per share		(	$		1.09) ($				2.60)

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

Chairman: Liu, Chao-Kai

CEO: Tien, Ying-Juei

Accounting Manager: Wang, Yen-Li

~14~

Tecom Co., LTD. SEPARATE STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Share capital

Notes 2 0 2 3 Balance at January 1, 2023 Net loss for the year Other comprehensive income (loss) for the year 6(2)(18) Total comprehensive income for the year Disposal of financial assets at fair value through other comprehensive income 6(2) Acquisition of the parent’s treasury stocks by subsidiaries 6(6)(19) Balance at December 31, 2023 2 0 2 4 Balance at January 1, 2024 Net loss for the year Other comprehensive income (loss) for the year 6(2)(18) Total comprehensive income for the year Disposal of financial assets at fair value through other comprehensive income 6(2) Balance at December 31, 2023	Notes	Ordinary shares	Capital reserve	Legal reserve	Accumulated deficit	Unrealized Gain (Loss) on Financial Assets at Fair value through other comprehen- sive income	Treasury stock	Total equity
		$ 142,719 - - - - - $ 142,719 $ 142,719 - - - - $ 142,719	$ 160,000 - - - - - $ 160,000 $ 160,000 - - - - $ 160,000

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

Chairman: Liu, Chao-Kai

CEO: Tien, Ying-Juei

Accounting Manager: Wang, Yen-Li

~15~

Tecom Co., LTD.

Statement of cash flow For the years ended December 31,2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities:
Loss before income tax
Adjustments for:
The profit or loss items:
Depreciation expenses

Amortization expenses

Expected credit losses

Interest expense

Interest income

Dividend income

Share of loss (profit) of subsidiaries and joint
ventures accounted for using the equity method

Unrealized profit from sales
Changes in operating assets and liabilities：
Changes in operating assets
Contract assets
Notes receivables
Notes receivables from related parties
Accounts receivables
Accounts receivables from related parties
Other receivables
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities
Notes payables
Accounts payables
Accounts payables to related parties
Other payables
Provisions for liabilities
Other current liabilities
Accrued pension liabilities
Cash generated from operating activities
Interest received
Interest paid
Dividends received
Net cash flows generated from operating
activities Notes
2024
2023
( $ 14,694 ) ( $ 36,094 )
6(7)(8)(9)(27)
21,262
20,942
6(10)(27)
1,259
1,858
12(2)
596
131
6(26)
19,648
24,764
6(23)
(
1,547 ) (
8,800 )
6(24)
(
8,440 ) (
6,806 )
6(6)
2,271 (
14,126 )
39
113
8,892 (
10,091 )
2,843
10,731
(
480 )
120
6,074 (
13,123 )
526
8,092
1,124 (
1,886 )
13,334
66,299
(
9,592 ) (
504 )
1,462 (
290 )
7,074
1,004
740 (
210 )
5,636 (
34,438 )
346
280
(
1,283 )
2,851
137
1,620
1,617
516
(
8,838 ) (
8,634 )
50,006
4,319
1,853
9,641
(
19,733 ) (
25,219 )
21,474
24,111
53,600
12,852

(continued)

~16~

Tecom Co., LTD.

Statement of cash flow For the years ended December 31,2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from investing activities:
Decrease in financial assets at amortized cost
Proceeds from disposal of financial assets at fair
value through other comprehensive income
Funds returned from the liquidation of subsidiaries

Acquisition of property, plant and equipment

Acquisition of intangible assets

Decrease (increase) in guaranteed deposits paid
Net cash flows generated from investing activities
Cash flows from financing activities:
Increase in short term borrowings

Decrease in short term borrowings

Increase in guaranteed deposits received
Repayment of principal portion of lease liabilities

Net cash flows used in financing activities
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

Notes
2024
2023
$ 61,261 $ 161,117
40,441
263,488
6(6)
-
47
6(31)
(
4,601 ) (
4,093 )
6(10)
(
1,732 ) (
514 )
67 (
683 )
95,436
419,362
6(32)
1,868,000
1,914,492
6(32)
(
1,922,000 ) (
2,330,492 )
332
763
6(32)
(
11,609 ) (
11,443 )
(
65,277 ) (
426,680 )
83,759
5,534
6(1)
32,534
27,000
$ 116,293 $ 32,534

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

CEO: Tien, Ying-Juei

Chairman: Liu, Chao-Kai

Accounting Manager: Wang, Yen-Li

~17~

Independent Auditors’ Report (114) No. Finance-Auditing-Reporting- 24003376

The Board of Directors and Shareholders Tecom Co., LTD.

Opinion

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

In our opinion, based on our audits and the reports of other auditors (please refer to the section “Other Matter — Making Reference to the Audits of Component Auditors” of our audit report) the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group and its subsidiaries as of December 31, 2024 and 2023, and their consolidated financial performance and cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS accounting standards), International Accounting Standards (IASs), Interpretations developed by the International Financial Reporting Interpretations Committee (IFRIC) or the former Standing Interpretations Committee (SIC) as endorsed and issued into effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits entrusted by the Group 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 and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, 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 Group’s consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

~18~

provide a separate opinion on these matters.

The key audit matter about the consolidated financial statements of the Group for the year ended December 31, 2024 is as below:

Inventory Valuation

Description

The Group measures the inventories at the lower of cost and net realizable value. Please refer to Notes 5(2) for accounting assumptions and judgments, major sources of estimation uncertainty and information for inventory respectively. Please refer to Note 6(6) for the explanations about inventories. Inventory and allowance for inventory valuation loss are NT$ 165,658 thousand and NT$60,577 thousand, respectively as of December 31, 2024. The Group measures the inventories at the lower of cost and net realizable value. Due to the large inventory amount, the Group is at high risk of inventory impairment loss caused by the rapid changes in industry technology resulting in outdated products or lack of market sales value. Therefore, the valuation of inventories has been identified as a key audit matter. Audit procedures in response

Our audit procedures performed for the above matter are as follows:

1. Assessed the rationality of policies on allowance for inventory valuation loss.

2. Selected specific part numbers and verified the net realizable value.

3. Checked the allowance for inventory valuation loss recognized.

Other Matter — Parent Company Only Financial Statements

Tecom Co., LTD. has prepared its parent company only financial statements as of and for the years ended December 31, 2024 and 2023, on which we have issued an unqualified opinion for your reference.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of 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 ability to continue as a going concern of the Group 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 audit committee, are responsible for overseeing the financial reporting process of the Group.

~19~

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

~20~

of the group 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 2024 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Accountants: Chiang, Cheng-Han Liu, Chien-Yu For and on behalf of PricewaterhouseCoopers, Taiwan

Securities ： Financial-SupervisoryCompetent Securities-AuditingAuthority 1130350413 ApprovedFinancial-Supervisorycertified No. Securities-Auditing1090350620

March 5, 2025

~21~

Tecom Co., LTD. and Subsidiaries CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Note	December 31,2024 AMOUNT % $ 225,484 17 11,392 1 - - 175,401 14 1,199 - 12,861 1 581 - 98,699 8 6,536 1 3,930 - 105,081 8 14,851 1 651 - 656,666 51 229,551 18 18,205 1 85,449 6 163,646 13 8,807 1 1,828 - 115,981 9 12,703 1 636,170 49 $ 1,292,836 100	December 31,2023	% 10 1 1 18 1 1 - 9 1 1 8 1 -
	AMOUNT $ 225,484 11,392 - 175,401 1,199 12,861 581 98,699 6,536 3,930 105,081 14,851 651 656,666 229,551 18,205 85,449 163,646 8,807 1,828 115,981 12,703 636,170 $ 1,292,836	AMOUNT $ 143,638 14,430 16,050 254,644 10,091 17,334 400 130,376 8,039 9,460 116,905 5,169 2,067 728,603 250,140 18,273 98,351 173,955 - 1,374 115,981 13,557 671,631 $ 1,400,234
6 (1) 6 (2) 6 (3) 6 (4) and 8 6(19) 6 (5) 6 (5) and 7 6 (5) 6 (5) and 7 7 6 (6) 6 (3) and 8 6 (7) 6(8) and 8 6(9) and 7 6(10) and 8 6(11) 6(26) 8
			52
			18 1 7 13 - - 8 1
			48
			100

(continued)

~22~

Tecom Co., LTD. and Subsidiaries CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity CURRENT LIABILITIES 2100 Short-term borrowings 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable from related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2280 Lease liabilities - current 2320 Long-term liabilities - current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2550 Provisions for liabilities - non-current 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total noncurrent liabilities 2XXX Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT Share capital 3110 Ordinary shares 3120 Preferred shares Capital reserve 3200 Capital reserve Retained earnings 3350 Accumulated deficit Other equity 3400 Other equity 3500 Treasury stock 31XX Equity attributable to shareholders of the parent 36XX NON - CONTROLLING INTERESTS 3XXX Total Equity SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS SIGNIFICANT SUBSEQUENT EVENTS 3X2X TOTAL LIABILITIES AND EQUITY	Notes 6(12) and 8 6(19) 7 6(13) and 7 7 6(14) and 8 6(14) and 8 6(26) 7 6(15) 6(16) 6(17) 6(18) ( 6(16) ( 4 (3) 9 11	December 31,2024 December 31,2023 AMOUNT % AMOUNT % $ 270,000 21 $ 324,000 23 12,121 1 5,091 1 3,147 - 2,901 - 76,955 6 74,560 5 478 - 583 - 60,572 5 72,726 5 - - 6,792 1 5,301 - 5,046 - 8,710 1 8,933 1 200,000 15 200,000 14 8,724 1 7,292 1 646,008 50 707,924 51 - - - - 2,172 - 2,281 - 880 - 880 - 168,195 13 176,905 13 34,502 3 47,576 3 205,749 16 227,642 16 851,757 66 935,566 67 142,719 11 142,719 10 160,000 12 160,000 11 6,237 - 6,237 1 106,875 ) ( 8 ) ( 116,306 ) ( 8 ) 11,027 1 26,781 2 13,812 ) ( 1 ) ( 13,812 )( 1 ) 199,296 15 205,619 15 241,783 19 259,049 18 441,079 34 464,668 33 $ 1,292,836 100 $ 1,400,234 100

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

Accounting Manager: Wang, Yen-Li

Chairman: Liu, Chao-Kai

CEO: Tien, Ying-Juei

~23~

Tecom Co., LTD. and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Item 4000 Operating revenues 5000 Operating costs 5950 Gross profit, net Operating expenses 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating losses Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7060 Share of profit of associates and joint ventures accounted for using the equity method 7000 Total non-operating income and expenses 7900 Income (loss) before income tax 7950 Income tax expense 8200 Net income (loss) Other comprehensive income Not to be reclassified to profit or loss in subsequent periods 8311 Remeasurements of defined benefit plans 8316 Unrealized valuation gains or losses from equity instruments investments measured at fair value through other comprehensive income 8300 Other comprehensive income, net 8500 Total comprehensive income NET INCOME (LOSS) ATTRIBUTABLE TO 8610 Shareholders of the parent 8620 Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: 8710 Shareholders of the parent 8720 Non-controlling interests Losses per share 9750 Basic earnings per share 9850 Diluted earnings per share	Notes 6(19) and 7 6(6) and 7 ( 6(24)(25) and 7 ( ( ( 12 (2) ( ( ( 6(20) 6(21) and 7 6(22) 6(23) ( 6(7) ( 6(26) ( 6(15) 6(3) ( ( ( ( ( 6(27) ( (	2024
		$

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

CEO: Tien, Ying-Juei

Chairman: Liu, Chao-Kai

Accounting Manager: Wang, Yen-Li

~24~

Tecom Co., LTD. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

December 31, 2024 and 2023 Unit: NT thousand

				EquityAttributable to Shareholders oftheParent	EquityAttributable to Shareholders oftheParent	EquityAttributable to Shareholders oftheParent	EquityAttributable to Shareholders oftheParent	EquityAttributable to Shareholders oftheParent			non-controlling interests
Share		capital		Capital Reserve		Accumulated deficit	Unrealized Gain (Loss) on Financial Assets at Fair value through other compre- hensive income		Treasury stock	Total
Ordinary shares			Preferred Shares
	$ 142,719 - - - - - - $ 142,719 $ 142,719 - - - - - $ 142,719		$ 160,000 - - - - - - $ 160,000 $ 160,000 - - - - - $ 160,000		$ 6,237 - - - - - - $ 6,237 $ 6,237 - - - - - $ 6,237	($ 124,694 ) ( 36,094 ) 130 ( 35,964 ) - 44,352 - ($ 116,306 ) ($ 116,306 ) ( 14,694 ) 4,568 ( 10,126 ) 19,557 - ($ 106,875 )		$ 40,604 - 30,529 30,529 - ( 44,352 ) - $ 26,781 $ 26,781 - 3,803 3,803 ( 19,557 ) - $ 11,027	($ 13,795 ) - - - ( 17 ) - - ($ 13,812 ) ($ 13,812 ) - - - - - ($ 13,812 )	$ 211,071 ( 36,094 ) 30,659 ( 5,435 ) ( 17 ) - - $ 205,619 $ 205,619 ( 14,694 ) 8,371 ( 6,323 ) - - $ 199,296	$ 263,948 15,903 - 15,903 ( 22 ) - ( 20,780 ) $ 259,049 $ 259,049 ( 2,154 ) - ( 2,154 ) - ( 15,112 ) $ 241,783	$ 475,019 ( 20,191 ) 30,659 10,468 ( 39 ) - ( 20,780 ) $ 464,668 $ 464,668 ( 16,848 ) 8,371 ( 8,477 ) - ( 15,112 ) $ 441,079

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

CEO: Tien, Ying-Juei

Chairman: Liu, Chao-Kai

Accounting Manager: Wang, Yen-Li

~25~

Tecom Co., LTD. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2024 and 2023

Cash flows from operating activities:
Loss before income tax
Adjustments for:
The profit or loss items:
Depreciation expenses

Amortization expenses

Expected credit losses

Interest expense

Interest income

Dividend income

Share of profit of associates accounted for using
equity method

Net gains on financial assets at fair value through
profit or loss

Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit
or loss
Contract assets
Notes receivable
Notes receivable from related parties
Accounts receivable
Accounts receivable from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities
Notes payables
Accounts payables
Accounts payables to related parties
Other payables
Provisions for liabilities
Other current liabilities
Accrued pension liabilities
Cash
inflows
generated
from
operations
Interest received
Interest paid
Dividend received
Income tax paid
Net cash inflows from operating activities

Unit: NT thousand
Notes
2024
2023
( $ 16,963 ) ( $ 14,409 )
6(8)(9)(10)(24)
25,188
24,713
6(11)(24)
1,675
2,252
12(2)
2,264
142
6(23)
17,023
22,152
6(20)
(
4,638 ) (
11,939 )
6(21)
(
8,440 ) (
6,806 )
6(7)
(
1,206 ) (
2,511 )
6(2)(22)
(
492 ) (
474 )
3,530 (
3,463 )
8,892 (
10,091 )
4,473
9,130
(
181 )
1,820
29,413
23,029
1,503
3,958
1,376 (
7,957 )
- (
5 )
11,824
75,307
(
9,682 ) (
63 )
1,416 (
670 )
7,030
699
246 (
241 )
2,395 (
41,203 )
(
105 ) (
763 )
(
10,593 )
3,368
146
1,644
1,432
318
(
8,838 ) (
8,634 )
58,688
59,303
4,988
12,761
(
17,108 ) (
22,607 )
9,713
7,941
(
2,871 ) (
5,943 )
53,410
51,455

(continued)

~26~

Tecom Co., LTD. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2024 and 2023

Cash flows from investing activities:

Decrease in financial assets at amortized cost
Proceeds from disposal of financial assets at
fair value through other comprehensive income
Acquisition of property, plant and equipment

Acquisition of intangible assets

Increase (decrease) in guaranteed deposit paid
Net cash flows generated from investing
activities
Cash flows from financing activities:
Increase in short term borrowings

Decrease in short term borrowings

Increase in guaranteed deposit received

Repayment of principal portion of lease liabilities

Cash dividend paid to minority shareholders
Net cash flows used in in financing activities
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

Unit: NT thousand
Notes
2024
2023
$ 79,243 $ 40,437
40,441
263,488
6(28)
(
7,793 ) (
11,891 )
6(11)
(
2,129 ) (
982 )

67 (
683 )
109,829
290,369
6(29)
1,868,000
2,964,000
6(29)
(
1,922,000 ) (
3,395,000 )
6(29)
(
12,613 ) (
12,434 )
6(29)
(
15,112 ) (
20,780 )
- (
39 )
(
81,393 ) (
463,490 )
81,846 (
121,666 )
6(1)
143,638
265,304
6(1)
$ 225,484 $ 143,638

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

CEO: Tien, Ying-Juei

Chairman: Liu, Chao-Kai

Accounting Manager: Wang, Yen-Li

~27~

`【` Appendix 4 `】`

Tecom Co.,Ltd.

2024 Deficit Compensation Statement

(Unit: NTD ＄ )

	(Unit: NTD`＄`)
Items	Total
Beginning accumulated deficit Disposition of equity instruments measured at fair value through other comprehensive income Determination of re-measurement of benefit plan 2024 Net Loss After Tax	(116,306,370) 19,557,354 4,568,842 (14,694,366)
Deficit yet to be compensated	(106,874,540)

Chairman: Liu, Chao-Kai General Manager: Tien, Ying-Juei Accounting Supervisor: Wang, Yen-Li

`【` Appendix 5 `】`

Tecom Co.,Ltd.

Comparison Table of the Articles of Incorporation – Before and After Amendment


		Explana- tion
Amended Provisions	Current Provisions


Article 2 The Company operates in the following industries: 1.CC01060 Wired Communication Me- chanical Equipment Manufacturing 2.CC01070 Wireless Communication Me- chanical Equipment Manufacturing 3.CC01080 Electronics Components Man- ufacturing 4.CC01100 Controlled Telecommunica- tions Radio-Frequency Devices and Ma- terials Manufacturing 5.CC01110 Computer and Peripheral Equipment Manufacturing 6.CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing 7.E701010 Telecommunications Engineer- ing 8.F401010 International Trade 9.F601010 Intellectual Property Rights 10.I301030 Electronic Information Supply Services 11.IG03010 Energy Technical Services 12.I103060 Management Consulting 13.CB01990 Other Machinery Manufac- turing 14.F113020 Wholesale of Electrical Ap- pliances (Limited to Operations Outside the Area) 15.F213010 Retail Sale of Electrical Ap- pliances (Limited to Operations Outside the Area) (1) Main Products and Services 1. Centralized User Exchange System (CRCS) 2. Communication Network Systems 3. Data Communication Networks 4. Private Automatic Branch Exchange	Article 2 The Company operates in the following in- dustries: 1.CC01060 Wired Communication Mechani- cal Equipment Manufacturing 2.CC01070 Wireless Communication Me- chanical Equipment Manufacturing 3.CC01080 Electronics Components Manu- facturing 4.CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing 5.CC01110 Computer and Peripheral Equip- ment Manufacturing 6.CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing 7.E701010 Telecommunications Engineering 8.F401010 International Trade 9.F601010 Intellectual Property Rights 10.I301030 Electronic Information Supply Services 11.CB01990 Other Machinery Manufactur- ing 12. F113020 Wholesale of Electrical Appli- ances (Limited to Operations Outside the Area) 13. F213010 Retail Sale of Electrical Appli- ances (Limited to Operations Outside the Area) (1) Main Products and Services 1. Centralized User Exchange System (CRCS) 2. Communication Network Systems 3. Data Communication Networks 4. Private Automatic Branch Exchange	Addi- tion of New Busi- ness Activi- ties in Line with the Com- pany's Opera- tions


		Explana- tion
Amended Provisions	Current Provisions


(PABX) Systems 5. Wireless Communication Equipment 6. Optical Fiber, Optical Cables, and Re- lated Components 7. Professional Microcomputers and Pe- ripheral Equipment 8. Switched DC Power Supply Equipment 9. Microwave Communication Equipment 10. Aerospace Communication and Con- trol Systems 11. Rail Vehicle Communication Equip- ment and Instrumentation Control Sys- tems 12. Communication Line User Testing Equipment, Composite Terminal Boards, Security Devices, Telephone User Loop Remote Monitoring Interface Isolators, and Line Facility Safety Monitoring and Management Systems The above items and related equipment, including their research and development, design, manufacturing, sales, promotion, and after-sales services. (2) Engaged in Import and Export Trade Business Related to the Compa- ny’s Operations.	(PABX) Systems 5. Wireless Communication Equipment 6. Optical Fiber, Optical Cables, and Related Components 7. Professional Microcomputers and Periph- eral Equipment 8. Switched DC Power Supply Equipment 9. Microwave Communication Equipment 10. Aerospace Communication and Control Systems 11. Rail Vehicle Communication Equipment and Instrumentation Control Systems 12. Communication Line User Testing Equipment, composite terminal boards, se- curity devices, telephone user loop remote monitoring interface isolators, and line facil- ity safety monitoring and management sys- tems. The above items and related equipment, in- cluding their research and development, de- sign, manufacturing, sales, promotion, and after-sales services. (2) Engaged in Import and Export Trade Business Related to the Company’s Oper- ations.
Article 23 Based on the Company's profit status for the current fiscal year,1% to 10%of the profit shall be allocated for employee compensa- tion. At least10%of the total employee compensation amount must be allocated to the base-level employees, while the compen- sation for the directors shall not exceed5%. The recipients of employee compensation may include employees of subsidiaries that meet certain criteria. However, if the Com- pany has accumulated losses, these must be covered first. The allocation of employee and director compensation, whether in stock or cash, shall be decided by a resolution passed by the Board of Directors with at least two-thirds of the directors present and a majority approval from those present. The decision must then	Article 23 Based on the Company's profit status for the current fiscal year,1% to 10%of the profit shall be allocated for employee compensa- tion, with the director's compensation not ex- ceeding5%. Employee compensation may include em- ployees of subsidiaries who meet certain cri- teria. However, if the Company has accumu- lated losses, these must be covered first. The allocation of employee and director compensation, whether in stock or cash, shall be decided by a resolution passed by the Board of Directors with at least two-thirds of the directors present and a majority approval from those present. The decision must then be reported to the shareholders' meeting. Theprofit statusfor the current fiscal year refers to the pre-tax profit of the year, after	Amended in accordance with Article 14, Section 6 of the Se- curities Ex- change Act.


		Explana- tion
Amended Provisions	Current Provisions


be reported to the shareholders' meeting. Theprofit statusfor the current fiscal year refers to the pre-tax profit of the year, after deducting the compensation to be allocated to employees and directors.	deducting the compensation to be allocated to employees and directors.
Article 27 These Articles of Incorporation were estab- lished on September 5, 1980. (1st through 39th Amendments: Omitted) The 40th amendment to these Articles of In- corporation was made on June 15, 2022. The41st Amendmentw as made on June 19, 2025.	Article 27 These Articles of Incorporation were estab- lished on September 5, 1980. (1st through 39th Amendments: Omitted) The40th Amendmentwas made on June 15, 2022.	Add the number and date of the current amendment.

`【` Annex 1 `】`

Tecom Co.,Ltd Articles of Incorporation

Chapter 1 General Principles

Article 1: The Company is organized in accordance with the provisions of the Company Act and is named Tecom Co.,Ltd
Article 2: The business operations of the Company are as follows:
CC01060 - Manufacture of wired communication machinery and equipment
CC01070 - Manufacture of wireless communication machinery and equipment
CC01080 - Manufacture of electronic components
CC01100 - Manufacture of telecommunication control radio frequency equipment
CC01110 - Manufacture of computers and peripheral equipment
CC01990 - Manufacture of other electrical and electronic machinery and equipment
E701010 - Telecommunications engineering services
F401010 - International trade
F601010 - Intellectual property rights services
I301030 - Electronic information supply services
CB01990 - Manufacture of other machinery
F113020 - Wholesale of electrical appliances (limited to non-local operations)
F213010 - Retail of electrical appliances (limited to non-local operations)
(A) 1.Centralized User Switching System (CRCS).
1. Communication network systems.
2. Data communication networks.
3. Private Automatic Branch Exchange (PABX) systems for users.
4. Wireless communication equipment.
5. Fiber optics, cables, and components.
6. Professional microcomputers and their peripherals.
7. Switching DC power supply equipment.
8. Microwave communication equipment.
9. Aerospace communication and control systems.
10. Communication and control equipment for rail vehicles.
11. Tester equipment for communication circuit users, composite terminal boards, fuses, remote telemetry interface isolators for telephone user loops, and line facility safety monitoring management systems.
Research and development, design, manufacturing, sales, promotion, and after-sales service for the above items and their peripherals.
(B) Engage in import and export trade related to the company's business.
Article 3:The Company may be guaranteed by related enterprises as required for business needs.
Article4: For business purposes, our company authorizes the board of directors to make investments in related businesses, without being subject to the restrictions set forth in Article 13 of the Company Law.
Article 5:The company has its headquarters located in the Hsinchu Science Park in Taiwan, and may establish branch offices or representative offices domestically or abroad when necessary, subject to the approval of the board of directors and relevant authorities.

Chapter 2 Shareholdings

Article 6: The total capital of the Company is set at NT$9,450,000,000, divided into 945,000,000 shares with a par value of NT$10 per share. The aforementioned shares may include the issuance of preferred shares. The unissued shares are authorized by the Board of Directors to be issued as needed.
Within the total capital mentioned above, NT$200,000,000 is reserved for the issuance of employee stock options or convertible bonds with warrants. The Board of Directors is fully authorized to handle the issuance amount and method according to business needs.
Article 6-1: Convertible Preferred Stocks (Class A)
The rights, obligations, and other terms and conditions of the Convertible Preferred Stocks (Class A) of our company are as follows:
1.If the company has profits after paying taxes, compensating for losses, and setting aside legal surplus reserves according to the law, the remaining profits will be used to pay dividends to the Convertible Preferred Stocks (Class A) first.
2.The dividend rate for the Convertible Preferred Stocks (Class A) is set at 3% per annum based on the issue price, and the dividend for the Convertible Preferred Stocks (Class A) cannot be accumulated.
3.In the year when the aforementioned dividend is received, the Convertible Preferred Stocks (Class A) may participate in the distribution only if the dividend for the ordinary shares exceeds 3% of the face value. Before conversion, the Convertible Preferred Stocks (Class A) cannot participate in the distribution of profits or capital reserves of ordinary shares.
4.The term of the Convertible Preferred Stocks (Class A) is five years. After the expiration of the term, if the shareholder does not convert the stocks during the conversion period, the dividend for the Convertible Preferred Stocks (Class A) will be changed to "3% annual interest rate and cumulative".
5.The Convertible Preferred Stocks (Class A) shareholders have no right of redemption.
6.From two years after the issuance of the Convertible Preferred Stocks (Class A), except during the period of suspension of transfer according to the law, the shareholder of the Convertible Preferred Stocks (Class A) may apply for conversion to the issuing company at any time, and every one Convertible Preferred Stocks (Class A) can be converted into one ordinary share.
7.The order and proportion of distribution of residual property by the Convertible Preferred Stocks (Class A) shareholders are the same as those of the ordinary shares.
8.The Convertible Preferred Stocks (Class A) shareholders have the same voting rights, election rights, and eligibility for election as the ordinary shareholders at the ordinary shareholders' meeting.
9.When the company issues new shares in cash, the Convertible Preferred Stocks (Class A) shareholders have the same priority rights of subscription as the ordinary shareholders.
10.If the company reduces its capital and the stocks are reduced proportionally according to the shareholdings of the shareholders, the dividend rights of the Convertible Preferred Stocks (Class A) accumulated before the reduction of capital will not be eliminated due to the reduction of capital, and the dividends after the reduction of capital will be accumulated based on the reduced number of stocks.
Article 7:The stocks of our company are mainly registered stocks and may be exempted from printing. They are issued or registered in accordance with the law.
Article 8: The transfer of stock ownership and name change shall be suspended within 60 days prior to the annual general meeting of shareholders, 30 days prior to the extraordinary general meeting of shareholders, or 5 days prior to the record date for the distribution of dividends or other benefits as determined by the company.

Chapter 3 Shareholder’s Meeting

Article 9:The shareholders' meeting consists of two types: the regular meeting and the special meeting. The regular meeting is held once a year and is convened within six months after the end of each fiscal year by the board of directors in accordance with the law. The special meeting is convened when necessary in accordance with the law.
When the shareholders' meeting is convened, it may be held through video conferencing or other means announced by the competent authority.
Article 10:When a shareholder is unable to attend a shareholders' meeting due to unavoidable circumstances, they may issue a power of attorney issued by the company, which specifies the scope of authorization and is signed or stamped by the shareholder to authorize a proxy to attend on their behalf. Except for trust enterprises or share service agencies approved by the securities regulatory authority, if one person is authorized by two or more shareholders, their voting rights shall not exceed 3% of the total number of issued shares. Any excess voting rights shall not be counted.
Article 11:Each shareholder of our company, except as otherwise provided by law, shall have one voting right per share; provided that those subject to restrictions or those who are not entitled to exercise voting rights under the provisions of Article 179, paragraph 2 of the Company Act are not subject to this restriction.
Article 12:When the shareholders' meeting is held, the convener with the legal right to convene the meeting shall act as the chairperson. When there are two or more conveners, they should elect one person to serve as the chairperson.
Article 13:The resolution of the shareholders' meeting shall be passed by the affirmative vote of the holders of more than half of the total issued shares represented by the shareholders present in person or by proxy at the meeting, unless otherwise provided by the Company Act.

Chapter 4 Board of Directors and Audit Committee

Article 14:The company has a board of directors consisting of nine members who serve a three-year term and are elected by the shareholders' meeting from among those who have legal capacity, with the possibility of consecutive re-election. The election of directors follows a candidate nomination system in accordance with Article 192-1 of the Company Act. Of the total number of directors, three are independent directors, and an audit committee is established in accordance with the law, which is composed of all independent directors. Matters related to the exercise of supervisory powers under the Company Act, Securities and Exchange Act, and other legal regulations are handled by the audit committee. The number of members, terms, rules of procedure, and resources to be provided by the company when exercising its duties shall be separately stipulated in the audit committee's organizational charter in accordance with the law.
During their term, the directors may purchase liability insurance in accordance with the law for the compensation responsibility they should bear in the execution of their business scope. The remuneration of all directors of the Company shall be determined by the board of directors based on their degree of participation in the company's operations and the value of their contributions, taking into account the domestic industry standards.
Article 15:The board of directors organizes the board of directors and executes all business of the company in accordance with laws, regulations, and resolutions of the shareholders' meeting. According to the Company Act, the directors elect one person as the chairman to represent the company. When the chairman is on leave or unable to exercise his/her duties due to reasons, one director shall be designated by the chairman to act as a proxy. If not designated, the directors shall elect one person to act as a proxy.

Article 15-1:The board of directors of the Company may be notified of its meetings by written notice, fax, or email.
Article 16:Except for matters that require a resolution of the shareholders' meeting in accordance with the law, all major policies and operational matters of the Company shall be resolved and implemented by the board of directors.
Article 17:The Board of Directors shall be convened by the Chairman of the Board unless convened pursuant to Article 203 or Article 203-1 of the Company Law, and the Chairman shall act as the presiding officer. In the event that the Chairman is unable to perform his/her duties due to leave of absence or other reasons, he/she shall designate one director to act on his/her behalf. In the absence of such designation, the directors shall elect one director to act on his/her behalf.
Article 18:The decisions of the board of directors require the presence of a majority of the directors and must be approved by a majority of the directors present, unless otherwise provided by law. In case a director cannot attend a board meeting, they may appoint another director to attend on their behalf through a written authorization with a specific scope of authorization. The authorized director may only represent one absent director.The minutes of the board meeting should be signed or stamped by the chairman and distributed to all directors within the prescribed time limit.
Article 19:(omitted)

Chapter 5 General Manager

Article 20:The company has one General Manager and several Deputy General Managers, who are appointed and dismissed by the Board of Directors in accordance with Article 29 of the Company Law.

Chapter 6 Accounting

Article 21:The fiscal year of the company starts from January 1st and ends on December 31st each year, and the financial statements will be prepared after the end of the fiscal year.
Article 22:The company shall prepare the following documents after the end of each fiscal year, which shall be audited by the audit committee and submitted to the regular shareholders' meeting for approval upon the board's approval:
1.Business report;
2.Financial statements;
3.Proposal for surplus earnings distribution or loss offset.
Article 23:According to the profit status of the current year, the company should allocate 1% to 10% of the profit to distribute employee compensation; director compensation should not exceed 5%. The recipients of employee compensation may include employees of subsidiary companies who meet certain conditions. However, if the company still has accumulated losses, they should be compensated first.
The distribution ratio of employee and director compensation mentioned in the preceding paragraph, as well as the decision to distribute employee compensation in the form of stocks or cash, shall be resolved by the board of directors with the approval of at least two-thirds of the directors present and the majority of the directors attending the meeting, and shall be reported to the shareholders' meeting.
The profit status of the current year referred to in the preceding paragraph refers to the profit before tax for the current year after deducting employee and director compensation.
Article 24:If the company has profits in its annual final accounts, they shall be distributed in the following order:
1.Payment of taxes.

2.Compensation of accumulated deficit.
3.Reservation of 10% as legal reserve. However, if the legal reserve has reached the total capital amount, this requirement does not apply.
4.Allocation or reversal of special surplus reserves in accordance with relevant laws and regulations.
5.Distribution of special stock dividends.
6.The remaining balance shall be added to the undistributed earnings of the previous year and distributed as dividends to shareholders. The Board of Directors shall prepare a profit distribution plan. If the plan involves cash dividends, the Board of Directors shall be authorized to make a special resolution for distribution and report it to the shareholders' meeting.
The dividend distribution policy of the company should take into account factors such as the current and future investment environment, capital requirements, domestic and international competition, and capital budgeting, while balancing shareholder rights and interests and the long-term financial planning of the company. The proportion of cash dividends in the above-mentioned shareholder dividends for each year should not exceed 50%, but must be no less than 5%.

When the company has no deficit, it may distribute all or part of the legal reserve and the capital surplus that complies with the regulations of the Company Law in the form of new shares or cash. If the legal reserve is to be distributed in the form of new shares or cash, the amount shall not exceed 25% of the paid-in capital.

If the company distributes all or part of the legal reserve and the capital surplus that complies with the regulations of the Company Law in the form of cash in accordance with the above regulations, the Board of Directors shall be authorized to make a special resolution for distribution and report it at the latest shareholder meeting.

Article 25:Any matters not stipulated in this Articles of Incorporation shall be handled in accordance with the provisions of the Company Act.
Article 26:If there are any matters not covered in this Articles of Incorporation, a provisional shareholders' meeting may be called to make and implement amendments in accordance with the Company Law.
Article 27:This chapter was established on September 5th, 1980. The first revision was made on March 16th, 1981.

The second revision was made on November 1st, 1981. The third revision was made on December 29th, 1981. The fourth revision was made on April 19th, 1982. The fifth revision was made on January 4th, 1983. The sixth revision was made on March 30th, 1985. The seventh revision was made on April 30th, 1986. The eighth revision was made on April 30th, 1987. The ninth revision was made on June 15th, 1987. The tenth revision was made on November 5th, 1987. The eleventh revision was made on November 25th, 1988. The twelfth revision was made on June 30th, 1989. The thirteenth revision was made on November 1st, 1989. The fourteenth revision was made on April 4th, 1990. The fifteenth revision was made on March 22nd, 1991. The sixteenth revision was made on April 18th, 1992. The seventeenth revision was made on April 28th, 1992. The eighteenth revision was made on June 8th, 1993. The nineteenth revision was made on June 3rd, 1994. The twentieth revision was made on June 6th, 1995.

The twenty-first revision was made on June 14th, 1996. The twenty-second revision was made on May 29th, 1997. The twenty-third revision was made on May 26th, 1998. The twenty-fourth revision was made on May 20th, 1999. The twenty-fifth revision was made on May 11th, 2000. The twenty-sixth revision was made on June 11th, 2002. The twenty-seventh revision was made on June 9th, 2003. The twenty-eighth revision was made on June 8th, 2004. The twenty-ninth revision was made on June 9th, 2006. The thirtieth revision was made on June 13th, 2008. The thirty-first revision was made on June 28th, 2011. The thirty-second revision was made on June 22nd, 2012. The thirty-third revision was made on October 12th, 2012. The thirty-fourth revision was made on June 26th, 2014. The thirty-fifth revision was made on June 22nd, 2016. The thirty-sixth revision was made on June 19th, 2017. The thirty-seventh revision was made on June 12th, 2018. The thirty-eighth revision was made on June 18th, 2020. The thirty-ninth revision was made on July 22nd, 2021. The fortieth revision was made on June 15th, 2022

`【` Annex 2 `】`

Tecom Co.,Ltd

Rules of Procedure for Shareholder Meetings

Date: June 15, 2022 Passed by the 2022 Annual Shareholders' Meeting.

Article 1: The shareholders' meeting of the Company shall be conducted in accordance with these Rules, except as otherwise provided by laws or the Company's Articles of Incorporation. Any change to the method of convening the shareholders' meeting of the Company shall be resolved by the Board of Directors and made no later than the issuance of the notice for the shareholders' meeting.
Article 2: Shareholders or their proxies attending the meeting shall submit a sign-in card to represent their attendance. The attendance and voting at the shareholders' meeting shall be based on the shareholding, with the number of shares held by the attending shareholder counted according to the sign-in card and the number of shares reported on the video conference platform, plus the number of shares exercised by written or electronic voting.
Article 3: The chairman shall announce the opening of the meeting and the number of shares without voting rights and the number of shares present. However, if less than half of the total issued shares have representatives in attendance, the chairman may announce a postponement of the meeting, which may be postponed twice for a total of no more than one hour. If the quorum is still not met after two postponements, but shareholders representing more than one-third of the total issued shares are present, the chairman shall announce the adjournment of the meeting. If the quorum is still not met after two postponements and the number of shares represented is more than one-third of the total issued shares, a false resolution may be passed in accordance with Article 175, Paragraph 1 of the Company Act, and the false resolution shall be notified to all shareholders for another shareholders' meeting to be convened within one month. In the case of a video conference shareholders' meeting, shareholders who wish to attend the meeting via video conference should register with the company again. If the number of shares represented reaches more than half of the total issued shares before the end of the meeting, the false resolution shall be resubmitted for voting in accordance with Article 174 of the Company Act.
Article 3-1: The location of the shareholders' meeting shall be the company's location or a location that is convenient for shareholders to attend and suitable for holding the meeting. The meeting shall not start earlier than 9 a.m. or later than 3 p.m. When the company convenes a video conference shareholders' meeting, it is not subject to the restrictions of the preceding paragraph regarding the location of the meeting.
Article 4: If the shareholders' meeting is convened by the board of directors, the agenda shall be determined by the board of directors, and the meeting shall proceed in accordance with the scheduled agenda, which shall not be changed without the resolution of the shareholders' meeting.
If the shareholders' meeting is convened by a person other than the board of directors with the right to convene such a meeting, the provisions of the preceding paragraph shall apply. Before the agenda set forth in the preceding two paragraphs is concluded (including any temporary motions), the chairman may not adjourn the meeting without a resolution.
After the meeting is adjourned, the shareholders may not elect another chairman to continue the meeting at the same location or find another venue.
Article 4-1: The company shall record the entire process of shareholder registration, meeting proceedings, and vote counting continuously and without interruption by audio and video recording from the start of shareholder registration. The audio and video recordings should be kept for at least one year. However, if a shareholder initiates litigation in accordance with Article 189 of the Company Act, they should be kept until the litigation is concluded.
When the company's shareholder meeting is held through a video conference, the registration, sign-in, inquiry, voting, and vote counting data of the shareholders should be recorded and saved. The entire process of the video conference should also be recorded continuously and without interruption by audio and video recording.

The company should keep the data and recordings mentioned above properly during the retention period and provide the recordings to the designated party responsible for managing the video conference affairs. When the company's shareholder meeting is held through a video conference, the backstage operations of the video conference platform should also be recorded by audio and video.

Article 4-2: If the shareholders' meeting is convened by the board of directors, the chairman shall be the chairman of the board. If the chairman of the board is absent or unable to perform his or her duties for any reason, he or she shall designate one director as a proxy. If the chairman fails to designate a proxy, the directors shall elect one from among themselves.
If the shareholders' meeting is convened by a person other than the board of directors, the chairman shall be appointed by that person. If there are two or more persons with the power to convene the meeting, they shall elect one chairman from among themselves.
The company may appoint a lawyer, accountant, or other relevant personnel to attend the shareholders' meeting as a non-voting attendee.
When the company convenes a virtual shareholders' meeting, the chairman and the record keeper shall be located in the same place within the country, and the chairman shall announce the address of that location at the start of the meeting.
Article 5: Before attending the shareholders' meeting, shareholders must first fill out a speaking slip stating the topic of their speech, shareholder account number (or attendance certificate number) and account name, and the order of speaking shall be determined by the chairman. Shareholders who only submit speaking slips without speaking shall be deemed as not having spoken. If the content of the speech does not match the information on the speaking slip, the content of the speech shall prevail. During the shareholders' meeting, other shareholders may not speak or interfere without the consent of the chairman and the speaking shareholder. Any violation shall be stopped by the chairman. After a shareholder has spoken, the chairman may personally or designate relevant personnel to respond.
When the company's shareholders' meeting is held via video conference, shareholders who participate via video may ask questions in writing on the video conference platform after the chairman announces the start of the meeting until the adjournment of the meeting. Each question on each agenda item may not exceed two times, and each time may not exceed 200 words.
Questions that do not violate the rules or exceed the scope of the agenda should be disclosed on the video conference platform of the shareholders' meeting for public knowledge.
Article 6: When a legal person attends a shareholders' meeting as a proxy, the legal person may only appoint one representative to attend.
When a legal person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of them may speak on the same agenda item.
Article 7: Each shareholder may speak on the same agenda item no more than twice without the consent of the chairperson, and each time may not exceed five minutes.
Article 8: If a shareholder violates the provisions of the preceding article or exceeds the scope of the agenda during their speech, it shall be considered as not having spoken, and the chairperson may also stop them from speaking.
Article 9: The chairman should provide sufficient explanation and discussion opportunities for the agenda, amendments or interim motions proposed by the shareholders. When he or she deems that the discussion has reached the stage for voting, he or she may declare the discussion closed and proceed to the vote.
Article 10: The inspectors and vote counters for voting on resolutions shall be appointed by the chairman, but the inspectors must be shareholders. The voting results shall be announced on the spot and recorded.
For shareholders who participate in the meeting through a video conference platform, after the chairman announces the meeting, they shall vote on various resolutions and election proposals through the video conference platform and must complete the voting before the chairman announces the end of the voting. Failure to do so shall be deemed as abstention.
When the company's shareholder meeting is held by video conference, the voting and election results shall be announced after the chairman announces the end of the voting.
For shareholders who have registered to attend the meeting by video conference and wish to attend the physical shareholder meeting in person, they must cancel their registration in the same manner

as the registration two days before the meeting; those who cancel after the deadline may only attend the shareholder meeting by video conference.

Shareholders who exercise their voting rights in writing or electronically and participate in the shareholder meeting via video conference, except for temporary motions, shall not exercise their voting rights on the original resolution or propose amendments to the original resolution or vote on amendments to the original resolution.
Article 11: The voting on a proposal shall be passed by the affirmative vote of more than half of the voting rights represented at the shareholders' meeting, unless otherwise provided by the Company Act or the Articles of Incorporation. When voting, the chairman or his designated personnel shall announce the number of voting rights of the attending shareholders, and the shareholders shall vote. The results of the shareholders' agreement, opposition and abstention shall be entered into the public information observation station on the same day after the shareholders' meeting is held. When the shareholder meeting of the Company is held via video conference, the results of the voting on each proposal and the election shall be disclosed on the video conference platform of the shareholder meeting immediately after the voting is completed in accordance with the regulations, and shall be disclosed continuously for at least fifteen minutes after the chairman announces the adjournment of the meeting.
Article 11-1: If there are amendments or substitute proposals for the same agenda item, the chairman shall determine the order of voting for all proposals together with the original proposal. If one of the proposals has been passed, the other proposals shall be deemed to be rejected, and there is no need for further voting.
Article 12:During the meeting, the chairman may, at his discretion, announce a break and adjourn the meeting.
Article 13:During a meeting, in the event of an air raid alert, the meeting will be stopped and everyone should evacuate. The meeting will resume one hour after the alert has been lifted. In the case of a virtual shareholders' meeting, the chairman should announce at the beginning of the meeting that if there is a natural disaster, incident, or other force majeure that causes a disruption in the virtual meeting platform or participation for more than 30 minutes before the chairman announces adjournment, the meeting shall be postponed or continued within five days and shall not be subject to Article 182 of the Company Law, except for the situation provided in Item 4 of Article 44-2 of the Regulations Governing the Handling of Shareholder Services of a Public Company that does not require postponement or continuation of the meeting.
In the case of a virtual-assisted shareholders' meeting, if the meeting cannot continue due to the circumstances described above and the total number of shares represented at the meeting still meets the statutory quorum after deducting the shares represented by virtual attendance, the meeting shall continue without being subject to the previous provisions regarding postponement or continuation of the meeting.
Article 14: The chairman may direct the inspector(s) (or security personnel) to assist in maintaining order at the meeting venue. When the inspector(s) (or security personnel) are present to assist in maintaining order, they should wear a badge with the words "Inspector" on it.
Article 15: Any matters not specified in this rule shall be handled in accordance with the Company Act, the Company's Articles of Incorporation, and relevant laws and regulations.
Article 16: This rule shall be effective upon its adoption by the shareholders' meeting and any amendments thereto shall also be effective in the same manner.

`【` Annex 3 `】`

Tecom Co., Ltd. Ownership of Shares by Directors

The actual paid-in capital of the company is NT$302,719,290, and the total number of shares issued is 30,271,929.
According to Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", if there are two or more independent directors elected, the shareholding percentage of all directors excluding independent directors is reduced to 80% based on the calculation of the ratio. All directors of the company are required by law to hold a total of 3,600,000 shares.
As of the record date for the shareholders' meeting, the individual and total shareholding status of the directors is shown in the following table:

			04/21/2025
			Share
		Ownership
Title	Name/Legal name		ownershi
		of shares
			pratio

President	Liu,Chao-Kai	1,177,340	3.89%
Director	TECO Electric Machinery Co Ltd Representative: Wu , Su-Chiu	19,228,898	63.52%
Director	TECO Electric Machinery Co Ltd Representative: PENG,CHI-TSENG
Director	TECO Electric Machinery Co Ltd Representative: Liu An-Bing
Director	TECO Electric Machinery Co Ltd Representative: Tien, Ying-Juei
Director	Yang ,Shih-Chien	0	0.00 %
Independ ent Director	Chen Shui Lien	0	0.00%
Independ ent Director	Lin , Chiang-liang	0	0.00%
Independ ent Director	Lee, Feng-Ao	0	0.00%
Total of all directors		20,406,238	67.41%

AI assistant

TECOM — AGM Information 2025

52005_rns_2025-09-03_5a9ac952-2823-451e-a88d-8259a8baa009.pdf

Table of Contents

Tecom Co., Ltd.

Tecom Co., Ltd.

2.Chairperson Remarks

3. Reports on Company Affairs

4. Proposals

5. Discussion Items

6. Questions and Motions

7. Adjournment

Management Presentations

Proposals

Discussion Items

Questions and Motions

Adjournment

【 Appendix 1 】

Business Report

(2) Sales Policy

Audit Committee Report

【 Appendix 3 】

Independent Auditors’ Report

Tecom Co., LTD.

Opinion

Basis for Opinion

Key Audit Matters

Inventory Valuation

Description

How our audit addressed the matter

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

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Tecom Co., LTD. SEPARATE BALANCE SHEETS DECEMBER 31, 2024 and 2023

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Tecom Co., LTD. SEPARATE BALANCE SHEETS DECEMBER 31, 2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Tecom Co., LTD. DECEMBER 31, 2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE IN NEW TAIWAN DOLLARS)

Tecom Co., LTD. SEPARATE STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Share capital

Tecom Co., LTD.

Statement of cash flow For the years ended December 31,2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Tecom Co., LTD.

Statement of cash flow For the years ended December 31,2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Opinion

Basis for Opinion

Key Audit Matters

Inventory Valuation

Description

Other Matter — Parent Company Only Financial Statements

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

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Tecom Co., LTD. and Subsidiaries CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Tecom Co., LTD. and Subsidiaries CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 and 2023 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Tecom Co., LTD. and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023

Tecom Co., LTD. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Tecom Co., LTD. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2024 and 2023

Tecom Co., LTD. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2024 and 2023

【 Appendix 4 】

Tecom Co.,Ltd.

2024 Deficit Compensation Statement

【 Appendix 5 】

Tecom Co.,Ltd.

Comparison Table of the Articles of Incorporation – Before and After Amendment

【 Annex 1 】

Tecom Co.,Ltd Articles of Incorporation

Chapter 1 General Principles

Chapter 3 Shareholder’s Meeting

Chapter 4 Board of Directors and Audit Committee

Chapter 5 General Manager

Chapter 6 Accounting

【 Annex 2 】

Tecom Co.,Ltd

Rules of Procedure for Shareholder Meetings

【 Annex 3 】

Tecom Co., Ltd. Ownership of Shares by Directors

More from TECOM

TECOM AGM Information 2025

`【` Appendix 1 `】`

`【` Appendix 3 `】`

`【` Appendix 4 `】`

`【` Appendix 5 `】`

`【` Annex 1 `】`

`【` Annex 2 `】`

`【` Annex 3 `】`