Tripod - AGM Information 2024 | FinancialReports.eu

Stock Code: 3044

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TRIPOD TECHNOLOGY CORPORATION

2024 Shareholders’ Meeting Handbook

Date: June 18, 2024

Type of Meeting: Physical Meeting

Location: Meeting room, Pingzhen Industrial Park Service Center, No.261, Nanfeng Rd., Pingzhen District, Taoyuan City

This is a summary translation of the Chinese version. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

Table of Contents
1. Meeting Procedures----------------------------------------------------------------------------------	1
2. Meeting Agenda--------------------------------------------------------------------------------------	2
3. Report Items
3.1 2023 Business Report----------------------------------------------------------------------------	3
3.2 Audit Committee’s Review Report on 2023 Financial Statements--------------	3
3.3 External Endorsement/Guarantee and Loan of Funds---------------------------------	3
3.4 To Report the Distribution of 2023 Employees’ and Directors’ Compensation --	3
4. Proposed Resolutions
4.1 Ratification of 2023 Financial Statements--------------------------------------------------	4
4.2 Ratification of 2023 Earning Distribution--------------------------------------------------	4
5. Discussion Items
5.1 Proposal to Amend the Articles of Association------------------------------------------	5
6. Election Items: To Elect the Company’s 12thTerm of Nine Directors (Including
Three Independent Directors)---------------------------------------------------------------------	6
7. Other Motion: To Release the Newly Elected Directors from Non-Competition
Restrictions---------------------------------------------------------------------------------------------	8
8. Extempore Motion-----------------------------------------------------------------------------------	8
9. Attachments
9.1 2023 Business Report----------------------------------------------------------------------------	9
9.2 2023 Auditors’ Report, Consolidated and Parent Company Only Financial
Reports---------------------------------------------------------------------------------------------	15
9.3 Audit Committee’s Review Report----------------------------------------------------------	35
9.4 2023 Statement of Earning Distribution----------------------------------------------------	36
9.5 Comparative Table of Proposed Amendments to the Articles of Association----	37
10. Appendix
10.1 The Articles of Association (Original Provisions)--------------------------------------	39
10.2 The Rules of Procedure for Shareholders’ Meeting----------------------------------	44
10.3 The Rules for the Election of Directions -------------------------------------------------	53
10.4 Employee and Board Director Compensation Information--------------------------	55
10.5 Individual and Total Shareholding Status of Board Directors on
Shareholders’ List------------------------------------------------------------------------------	56

Tripod Technology Corporation

2024 Meeting Procedures of Shareholders’ Meeting

Call the Meeting to Order
Chairperson’s Address
Report Items
Proposed Resolutions
Discussion Items
Election Items
Other Motion
Extempore Motion
Adjournment

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Tripod Technology Corporation

2024 Shareholders’ Meeting Agenda

Call the Meeting to Order (Report Number of Shares Represented by Shareholders Attending the Meeting)
Chairperson’s Address
Report Items:
3.1 2023 Business Report
3.2 Audit Committee’s Review Report on 2023 Financial Statements
3.3 External Endorsement/Guarantee and Loan of Funds
3.4 To Report the Distribution of 2023 Employees’ and Directors’ Compensation
Proposed Resolutions
4.1 Ratification of 2023 Financial Statements
4.2 Ratification of 2023 Earning Distribution
Discussion Items
5.1 Proposal to Amend the Articles of Association
Election Items: To Elect the Company’s 12th Term of Nine Directors (Including Three Independent Directors)
Other Motion: To Release the Newly Elected Directors from
Non-Competition Restrictions
Extempore Motion
Adjournment

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Report Items:

1. 2023 Business Report

Please refer to the description of Attachment 9.1 (P.9-14)

Audit Committee’s Review Report on 2023 Financial Statements
2.1 The Company’s 2023 financial statements were audited by Hai-Yueh Huang and Sheng-Tai Liang, accountants of Deloitte Touche Tohmatsu Limited. Reports including the statements, business report and statement of surplus distribution were reviewed by the audit committee, which already provided a review report.
2.2 For the opinions of audit’s report, please refer to the description of Attachment 9.2 (P.15-18).
2.3 For the audit committee’s review report, please refer to the description of Attachment 9.3 (P.35).
External Endorsement/Guarantee and Loan of Funds
3.1 Endorsement and Guarantee Items: None.
3.2 Loan Items:

(In Thousands of New Taiwan Dollars)

Company Offering Loans	Company Receiving Loans	2023 Term-End Loan Sum (Note)	Reason for Short- Term Accommodation of Funds	Relationship with the company receiving loans
J&J Holding Co., Ltd.	Tripod Overseas Co., Ltd.	9,693,261	Accommodation of funds for working capital turnover	It’s a 100%-owned subsidiary of J & J Holding Co., Ltd., which is a subsidiaryof the Company.
Tripod Overseas Co., Ltd.	Tripod (Hubei) Electronic Co., Ltd.	5,326,468	Accommodation of funds for working capital turnover	It’s a 100%-owned subsidiary of Tripod Worldwide Holding Pte. Ltd., which is a subsidiary of the Company.
Tripod Overseas Co., Ltd.	Tripod Vietnam (Bienhoa) Electronic CompanyLimited	644,805	Accommodation of funds for working capital turnover	It’s a 100%-owned subsidiary by Tripod Technology Corporation.
Tripod (WUXI) Electronic Co., Ltd.	Tripod (Hubei) Electronic Co., Ltd.	4,602,025	Accommodation of funds for working capital turnover	It’s a 100%-owned subsidiary of Tripod Worldwide Holding Pte. Ltd., which is a subsidiary of the Company.

Note: The term-end loan sum is listed in NT Dollars. For those in foreign dollars, the end of term sum is exchanged into NT Dollars at the rate of US$30.705 and 4.32115 Chinese Yuan at the date of balance sheet.

4. To Report the Distribution of 2023 Employees’ and Directors’ Compensation

According to Article 32 of the Articles of Association, the Company allotted NT$42,000,000 for directors’ compensation and NT$557,581,123 for employees’ compensation for the year 2023. This was approved by the Board of Directors meeting on February 29, 2024. The aforementioned compensation was all distributed in cash.

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Proposed Resolutions

Proposal No.1 Proposed by Board of Directors Cause of Action: Ratification of 2023 Financial Statements Description:

1.1 The Company’s 2023 parent company only financial reports and the consolidated financial reports were approved by the Board of Directors while audited by Hai-Yueh Huang and Sheng-Tai Liang, accountants of Deloitte Touche Tohmatsu Limited.
1.2 The aforementioned financial and business reports were audited by the Audit Committee.
1.3 For above-mentioned reports, please refer to Attachment 9.1 (P.9-14) and -
Attachment 9.2 (P.15 34).
1.4 Please ratify.

Resolution:

Proposal No.2 Proposed by Board of Directors Cause of Action: Ratification of 2023 Earning Distribution Description:

2.1 The Company ’ s 2023 earning distribution was discussed and approved by the Board of Directors on May 7, 2024.
2.2 It is resolved the Company will distribute surplus of NT$3,942,044,235 (NT$7.50 per share) cash dividend to shareholders. The cash dividend would be distributed in integer of NT Dollars (round down to an integer) according to the distribution percentage, with fractions of NT Dollars accounted for as other income of the Company. For 2023 Statement of Earning Distribution, please refer to Attachment 9.4 (P.36).
2.3 After the shareholders ’ meeting resolved the cash dividend distribution, the chairperson would be authorized to set the ex-dividend date, issue date and other relevant issues while an announcement would be made according to the regulations.
2.4 Please ratify.

Resolution:

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Discussion Items

Proposal No.1 Proposed by Board of Directors

Cause of Action: Proposal to Amend the Articles of Association Description:

1.1 The Company intends to amend the Articles of Association in response to the Company’s practical operation needs.
1.2 For the comparative table of proposed amendments to the Articles of
Association, please refer to Attachment 9.5 (P.37-38).

Resolution:

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Election Items

Cause of Action: To Elect the Company’s 12[th] Term of Nine Directors (Including Three Independent Directors) Proposed by Board of Directors Description:

The term of the Company’s current board directors expires; in order to comply with the Article 19 of the Company’s Articles of Association and related provisions of the Company Act, it is proposed to re-elect directors at the shareholders’ meeting this year.
According to the Company’s Articles of Association, the number of board directors for this term is proposed to be nine (including three independent directors), with a three-year term starting from June 18[th] , 2024 to June 17[th] , 2027. The audit committee will be composed of the entire number of independent directors.
The Company’s director election which will be held in the 2024 shareholders’ meeting should use the candidate nomination system according to Article 20 of the Company’s Articles of Association. The list of director candidates would be reviewed by the board of directors for their qualifications. Those qualified will be included into the list while elected at the shareholders’ meeting. The list of director candidates is as follows:

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Title	Candidate Name	Gender	Educational Background	Work Experience	Current Post
Director	Chiang-Chuang Wang	Male	BA, Tamsui Institute of Business Administration	Texas Instruments (TI)/ Chairperson, Tripod Technology Corporation	Chairperson, Tripod Technology Corporation
Director	Ching-Hsiu Hu	Male	BA, Tatung Institute of Technology	Texas Instruments (TI)/ Vice chairperson, Tripod Technology Corporation	Director, Tripod Technology Corporation
Director	Tsao-Kuei Hsu	Male	Department of Electrical Engineering, National Taiwan University	Chairperson, MDS Multimedia Corp.	Chairperson, MDS Multimedia Corp./ Chairperson, Ray Ing Co.
Director	Yun Jieh Investment Co., Ltd.
	Legal Representative: Cheng-Ding Wang	Male	Electrical Engineering department, National Central University	Chairperson, Trison Technology Corp.	Director, Yun Jie Investment Ltd. Chairperson, Tripod Nano TechnologyCorporation
Director	Yun An Investment Co., Ltd.
	Legal Representative: Jeng-Ming Wang	Male	BA, Civil Engineering, National Taiwan University MBA & Master of Acounting, University of Illinois	CPA, US Financial Consultant, Chien Yeh & Associates IT Industry Research Department, Lehman Brothers Securities Ltd.	Director, Yun An Investment Ltd. Director, Tripod Technology Corporation
Director	Chuan-Sheng Investment Co., Ltd.
	Legal Representative: Chao-Wei Hu	Male	MBA, San Francisco State University	Modules Technology Inc.	Chairperson, Chuan-Sheng Investment Co., Ltd. Director, Tripod Technology Corporation
Independent Director	Hong-Cherng Wu	Male	College of Law, National Taiwan University/ Master of Law, American University	Attorney of Iustitia Law Firm/ Arbitrator of Chinese Arbitration Association Taipei	Attorney of Iustitia Law Firm/ Arbitrator of Chinese Arbitration Association Taipei/ Independent Director, Great Giant Fibre Garment Co.,Ltd.
Independent Director	Hsing-Cheng Tai	Male	BA, Department of Accountancy and Graduate Institute of Finance, National Cheng Kung University / MA, Finance, National Taiwan University	CPA/ senior consultant, Ernst & Young Taiwan/ Director, TWCPA/ Director, CPA Associations, R.O.C. Director, Institute of Internal Auditors	Independent Director/Audit committee/Compensation committee of Hotel Royal Chihpen
Independent Director	Wei-Ping Tang	Female	BA, Accounting, National Taiwan University MA, Accounting, National Taiwan University	KSP Certified Public Accountants Limited	CPA of KSP Certified Public Accountants Limited

Election Result:

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Other Motion:

Cause of Action: To Release the Newly Elected Directors from Non-Competition Restrictions Proposed by Board of Directors Description:

According to Section 1, Article 209 of the Company Act: Directors should explain the major content of their actions to the shareholders’ meeting for those under the corporate business scope for themselves or others.
For the nominated directors investing in or running companies having the same or similar business scope as the Company and serving as directors or managers at the companies while under the condition that the Company’s interests are not influenced, the Company proposes to release the non-competition restriction at the shareholders’ meeting after they are

elected. The details are as follows:

Title	Name	Status of Release of Non-Competition Restriction for New Directors
Director	Chiang-Chuang Wang	1. Director, J&J Holding Co., Ltd. 2. Director, Tripod Overseas Co., Ltd. 3. Director, Able International Limited 4. Director, Tripod International Holding Pte. Ltd. 5. Director, Tripod Global Pte. Ltd. 6. Director, Tripod Worldwide Holding Pte. Ltd.
Director	Ching-Hsiu Hu	1. Supervisor, Tripod (WUXI) Electronic Co,. Ltd.
Director	Yun Jieh Investment Co., Ltd. Legal Representative: Cheng-DingWang	1. Chairperson, Trison Technology Corporation 2. Chairperson, Tripod Nano Technology Corporation
Director	Yun An Investment Co., Ltd. Legal Representative: Jeng-MingWang	1. Director Tripod International Holding Pte. Ltd. 2. Director, Tripod Global Pte. Ltd. 3. Director, Tripod Worldwide Holding Pte. Ltd.

Resolution:

Extempore Motion

Adjournment

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Attachment 9.1

Tripod Technology Corporation

Business Report

9.1 2023 Business Report

a. Business Plan Execution Result

Item (NT$ Thousands)	2023	2022	Y/Y
Consolidated Operating Revenue	58,862,104	65,784,237	-10.52%
Consolidated Operating Profit	11,386,583	11,805,079	-3.55%
Consolidated Profit Before Tax	8,077,260	7,824,791	3.23%
Consolidated Profits After Tax	6,061,899	6,200,600	-2.24%

b. Budget Execution Status

The Company mainly sells PCBs (Printed Circuit Boards), with major production locations at Pingzhen (Taoyuan), Wuxi (Jiangsu), Xiantao (Hubei) and Bienhoa (Vietnam). The actual sales volume in 2023 was 69,892 thousand square feet.

c. Consolidated Financial Income/Expenditures and Profitability Analysis

	Analysis Item	2023	2022
Financial Structure	Debt-asset Ratio(%)	42.95	44.90
	Long Term Funds to Property, Plant and Equipment Ratio (%)	227.78	187.48
Solvency	Current Ratio(%)	174.76	152.34
	Quick Ratio(%)	142.98	111.22
	Times Interest Earned(Times)	44.55	35.36
Profitability	Return on Total Asset Ratio(%)	8.12	7.91
	Return on EquityRatio(%)	14.14	15.40
	Pre-Tax Income to Paid-in Capital Ratio (%)	153.67	148.87
	Net Margin(%)	10.29	9.42
	Earningsper Share(NTD)	11.53	11.80

d. R&D Status

TrendForce offers 12 technology trends for the 2024 industrial developments:

(1). CSPs increase AI investment, driving a 33% growth in AI server shipments by 2024.
(2). HBM3e set to drive an annual increase of 172% in HBM revenue.
(3). AI chips: Rising demand for advanced packaging in 2024, emergence of 3D IC technology.
(4). In 2024, the global initiation of NTN is set to begin with small-scale commercial tests, paving the way for broader applications of this technology.
(5). Planning for 6G communication to begin in 2024, with satellite
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communication taking center stage.

(6). Innovative entrants drive cost optimization for Micro LED technology in 2024.
(7). Intensifying competition in AR/VR micro-display technologies.
(8). Advancements in material and component technologies are propelling the commercialization of gallium oxide.
(9). The EV battery industry is on the brink of ushering in a new era of battery technology, with solid-state batteries poised to reshape the industry landscape over the next decade.
(10).Enhancing power conversion efficiency, driving range, and charging efficiency will be the three primary focuses for BEVs in 2024.
(11).The global push for green solutions intensifies, with AI simulations emerging as a linchpin for renewable energy and decarbonized manufacturing.
(12).Foldable phones lead innovation trends: Commercialization of new technology and materials to drive the OLED industry’s expansion across various applications.

With the industrial developments, the development focuses of PCB will march toward the following trends:

、
(1). Along with the developments of 5G B5G and 6G trends, the design of PCB shall consider the products performance of PCB SI (Signal Integrity), PI (Power Integrity), EMI (Electromagnetic Interference) and RF (Radio Frequency) characteristics clearly; including considerations such as Dielectric Constant (Dk), Loss Tangent (Df) and Passive Intermodulation (PIM) adoption, antenna pattern, signal circuit forming ability, characteristic impedance value control, signal loss and S-Parameter…etc.
(2). The design of electronic devices improves the performance while becomes smaller over time. Meanwhile, the high-density interconnectivity will move toward an ultimate perfection. In addition, higher requirements will be made for the registration accuracy, smoothness of the board as well as the coplanarity of pad whereas relative to the CTE material characteristics with stricter requirements.
(3). The high-density and multi-layer boards for high frequency HPC, AI server, switch router, data center, storage and back panel to feature more and more layers with stricter requirements for board thickness and registration accuracy. Also, with requirements of Intel OAK stream and AMD Turin, the use of board materials, backdrill application, HDI (High Density Interconnect) design matching, circuit forming ability of thick copper, VIPPO (Via in Pad plated over), and reliance will all be the points of the PCB workmanship.
(4). New energy electric vehicle brings demands such as high endurance battery, high voltage charging, high-current carrying capacity and heat dissipation…etc., bringing application and development of thick copper, heat-dissipation material, copper-aluminum substrate and related heat-
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dissipation technologies. Under the requirements of product functions and operational efficiency, high pressure resistance, the heat-dissipation and PI are major concerns of design.

(5). The research of low-loss materials and controlling of antenna pattern for mmWave base station, radar and various sensing products are the points of the PCB workmanship and the key to victory or defeat. As a millimeter miss is as good as a thousand miles.
(6). With the high-frequency, high-performance computing, Metaverse and new energy products, multi-function, minitype, and high-density integration will be the development trends of electronic products. This will push PCB requirements to migrate toward multi-layer high-density, high integration, 、
encapsulation and refinement. Therefore, HDI HLC (High Layer Count), flexible, rigid-flex, semi-flex, cavity, thermal, embedded, RF and IC substrate (BGA; Ball Grid Array, CSP (Chip Scale Package)…etc. will be the major direction of PCB workmanship developments.

Faced with the trends, the Company adopts the following strategies to invest in A. Product development, B. Manufacturing process yield rate improvement and stability, C. New-manufacturing process technologies and equipment material evaluation introduction, D. Cooperation in development with academic fields:

  - (1). Building R&D center and Inspection Center to strengthen technology and development as well as incubation of products.

  - (2). Promoting Industry-Academic Collaboration for forward-looking products and development of technology.

  - (3). Promoting Industry 4.0 while building the new factory and reconstructing of current factories. Implementing the production in order to align with the equipment and message automation and rate improvement while reducing cost of human resources.

  - (4). Seek to participate in industrial strategic alliance for technical developments and improvements to boost quality.

  - (5). Building green factory in response to peak carbon dioxide emissions and carbon neutrality, the Company actively increases the coverage rate of using environmental-protection materials, preserving energy and reducing emission to protect the Earth together.

  - (6). Regularly research into industrial trends in technology and customer needs to launch R&D in advance to meet the swift iteration and changes of the products.

9.2 Business Plan Summary of this Year
a. Business Policy
- (1). The industry is complicated and volatile while emerging application products continue to roll out whereas the supply chain constraints continue. However, the global economic status is uncertain; therefore, the Company should carefully respond to the developments of industrial economic status while strictly control new product development risks and materials as well as exchange rate price fluctuations.
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(2). Focus on PCB manufacturing, continuing diverse end-user product application developments to reach capacity risk diversification and collaborating with customers to launch risk shift, improving differentiation value while establishing long-term customer mutual-trust relationship core competitiveness.
(3). Continue to strengthen product and manufacturing process market exploration and technical ability improvements while working with customers to expand material and product application fields to create value differentiation against competitors.
(4). Continue to strengthen manpower recruitment and educational training plans to realize talent cultivation and reinforce professional organizational and management abilities, effectively control direct staff turnover rate to boost production yield rate while improving production efficiency, product quality and reliability.
(5). With issues of the continuous increase in labor costs and labor shortage, the Company arranges appropriate equipment and human resources in each production sites while seeking the model of optimizing resources; faced with demand of the industry market status, the Company effectively deploys capacity while increasing production efficiency through automated process equipment.
(6). Raise staff stability, accumulate cultivation of engineering technical staff, and continue developing niche and new-generation product market technologies.
(7). With geopolitical epidemic threat, trade status tension, economic and policy uncertainty, the Company carefully reviews the business risks and location evaluation.
b. Expected Sales Volume and Reference
The Company’s major product is PCB. With the capacity of existing production locations, the expected sales capacity target for this year is 73,000 thousand square feet.
c. Key Production and Sales Policies
(1). End-user demand and product application are variable. To reduce the risks of customers and product dependence, the Company continues to be diversified for customer and product mix while carefully plotting capacity expansion. With the overall utilization rate increase of the equipment, the Company can have the most cost-efficient long-term stable business model.
(2). Regarding customer product line diversity, the Company effectively adopts information system management while strictly requiring production discipline, timely controlling the production status of each factory and the change in customer delivery date to lower inventory, pursuing the maximum production and sales profits.
(3). Continue to boost manufacturing process ability and yield rate, striving to have capacity and cost leadership advantages while strengthening production flexibility to keep delivery date precise.
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- (4). Collect and analyze potential market share growth and the technical manufacturing process type of future products as references for continuous capacity and equipment expansion.
- (5). Improve the manufacturing process ability of each factory, delivering the maximum production scale advantage to face the competition of peers in single product economy of scale and flexible delivery date.
- (6). Have economy of scale for in-house capacity to combine the advantages of various neighboring factories, share resources among the factories while boosting capacity utilization rate for extreme business cycle changes in a single industry.
- (7). With the limited demand growth for certain end-user products, besides improving the reasonable market shares for existing customers, keep developing new application products and customers to retain the development direction of continuous growths in revenues and profits.
- (8). Focus on the status of operational uncertainties due to the shortages in both upstream and downstream industrial supply chain, to control the manufacturing production process and the inventory status of the raw materials efficiently.
- (9). Regarding the geopolitical uncertainty, such as trade war, the Company evaluates new production locations to diversify supply chain, reduces risk and creates supply chain resilience for satisfying the capacity demand.
9.3 Future Development and Business Strategies
a. Value environmental protection, industrial safety and health management, social ethical responsibilities and corporate governance, actively reducing issues such as industrial environmental pollution, product hazard as well as resource and energy consumption, striving to become a green environmental-protection enterprise with sustainable developments.
b. Material price and exchange rate fluctuations, stricter environmental-protection specifications, rising labor costs, insufficient manpower, as well as rapidlyemerging competitors and continued capacity expansion cause overall PCB business threat to rise; amid the uncertain economic business cycle, the Company actively and effectively responds to theses in broaden sources of income and reduce expenditure.
c. The market scale remains significant; the Company can expand capacity with management competitiveness to stabilize and expand revenues while increasing market share; however, the Company would be strict in evaluating and executing capital expenditure plans.
d. Continue to fulfill the business strategies set by the management team of the Company:
- Promise a win-win situation for the customers and the Company.
- Promise a win-win situation for the employees and the Company.
- Promise a win-win situation for the partners and the Company.
- Promise a win-win situation for the shareholders and the Company.
- Promise a win-win situation for the society and the corporate responsibilities.
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9.4 Influences of External Competition Environment, Regulation Environment and Macro-Business Environment:
a. External Competition Environment
- Among competition from various competitors, the price bargaining power is relatively weak; therefore, the key to survival and profitability lies in effective diversification of product and customer as well as cost control of production, shipment and inventory faced with disadvantages such as continued pricereduction pressure and low order visibility. With the influences of uncertainties of global economic developments, the variety of product demand is rising while material price fluctuation is significant; it is difficult to control manufacturing industry costs.
b. Regulation Environment With promotion of policies such as environmental-protection regulations, tax system adjustment and labor salary increase, to meet stricter demand of regulations, besides actively reducing pollution brought by industrial manufacturing process, following tax administration with appropriate deployment while improving automation production ability, the Company strive to solve the issue of resource and energy consumption of products to reduce business pressure of the industry.
c. Macro-Business Environment
- The IMF (International Monetary Fund) (2024/01) expects the global macroeconomic growth of 3.1% for 2024. However, with continued influences from uncertainties of epidemic and politics on global political and economic status, the global macro-economic developments are highly volatile while end-user consuming demand is uncertain. The Company needs the be cautious of the changes of the global manufacturing industry demand to ensure the Company stays up to date of possible development trends. To enable a persistent growth, the Company continues to improve operational efficiency and flexibility to respond to the swift-changing economic status. With niche products and raising percentage of high-added value emerging electronic products, the Company expects to create a continuously-growing new kinetic energy for the Company.

Chairperson: Chiang-Chuang Wang

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Attachment 9.2

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TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 26) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 29) Financial assets at fair value through other comprehensive income - current (Notes 4, 8 and 29) Financial assets at amortized cost - current (Notes 4, 9, 29 and 31) Notes receivable (Notes 4, 10 and 22) Trade receivables (Notes 4, 10, 22 and 26) Trade receivables from related parties (Notes 4, 22 and 30) Other receivables (Notes 4, 10 and 26) Current tax assets (Note 4) Inventories (Notes 4, 11 and 26) Prepayments (Note 26) Other current assets (Note 26) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 29) Financial assets at amortized cost - non-current (Notes 4, 9 and 29) Property, plant and equipment (Notes 4, 5, 13, 26 and 32) Right-of-use assets (Notes 4, 14 and 26) Intangible assets (Notes 4, 15 and 26) Deferred tax assets (Notes 4 and 24) Other non-current assets (Notes 16 and 26) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 17) Contract liabilities - current (Note 22) Trade payables (Note 26) Other payables (Notes 18, 26 and 27) Current tax liabilities (Notes 4 and 26) Provisions - current (Notes 4 and 19) Lease liabilities - current (Notes 4, 14 and 26) Other current liabilities (Notes 18 and 26) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 24) Lease liabilities - non-current (Notes 4, 14 and 26) Net defined benefit liabilities - non-current (Notes 4, 20 and 26) Guarantee deposits (Note 18) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 21) Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		2023 Amount % $ 20,631,569 27 - - - - 2,175,892 3 346,451 - 16,598,654 22 149 - 661,264 1 3,378 - 7,725,259 10 1,264,717 2 21,576 - 49,428,909 65 35,354 - 1,150,593 2 19,119,956 25 273,860 - 27,995 - 4,531,727 6 1,775,963 2 26,915,448 35 $ 76,344,357 100 $ 6,044,733 8 1,151,809 2 6,047,430 8 11,812,075 15 1,813,496 2 597,809 1 41,424 - 773,999 1 28,282,775 37 4,291,070 6 133,570 - 68,573 - 15,826 - 4,509,039 6 32,791,814 43 5,256,059 7 335,277 - 7,535,172 10 2,221,825 3 31,184,409 41 40,941,406 54 (2,988,030) (4) 43,544,712 57 7,831 - 43,552,543 57 $ 76,344,357 100		2022
				Amount % $ 15,219,204 20 3,379 - 3,364 - 12,000 - 426,703 - 17,485,140 23 168 - 508,100 1 36,949 - 11,185,473 14 1,293,122 2 54,381 - 46,227,983 60 124,930 - 2,224,525 3 22,492,221 30 251,217 - 57,161 - 4,038,007 5 1,128,068 2 30,316,129 40 $ 76,544,112 100 $ 7,616,779 10 1,172,785 2 6,048,441 8 12,524,410 16 1,312,105 2 724,885 1 43,633 - 900,868 1 30,343,906 40 3,825,003 5 101,425 - 85,749 - 17,649 - 4,029,826 5 34,373,732 45 5,256,059 7 333,778 - 6,914,484 9 3,543,899 5 28,336,262 37 38,794,645 51 (2,221,825) (3) 42,162,657 55 7,723 - 42,170,380 55 $ 76,544,112 100

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

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TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

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

OPERATING REVENUE (Notes 4, 22 and 30) OPERATING COSTS (Notes 4, 11 and 23) GROSS PROFIT OPERATING EXPENSES (Notes 4, 10 and 23) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit gain Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 23 and 26) Interest income Other income Other gains and losses Finance costs Total non-operating income and expenses PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE (Notes 4 and 24) NET PROFIT FROM CONTINUING OPERATIONS OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Notes 4 and 20) Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income (Notes 4 and 21) Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 24)		2023 Amount % $ 58,862,104 100 47,475,521 81 11,386,583 19 2,055,050 4 2,476,260 4 249,774 - (18,307) - 4,762,777 8 6,623,806 11 662,029 1 864,376 2 112,500 - (185,451) - 1,453,454 3 8,077,260 14 (2,015,361) (4) 6,061,899 10 (1,756) - 2,070 - 351 - 665 -		2022
				Amount % $ 65,784,237 100 53,979,158 82 11,805,079 18 2,079,132 3 2,782,854 4 239,985 1 (65,644) - 5,036,327 8 6,768,752 10 300,850 - 602,116 1 380,797 1 (227,724) - 1,056,039 2 7,824,791 12 (1,624,191) (3) 6,200,600 9 8,183 - (930) - (1,636) - 5,617 -

(Continued)

-20-

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

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

Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations (Notes 4 and 21) Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 4, 21 and 24) Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 25) From continuing operations Basic Diluted		2023 Amount % $ (957,670) (1) 191,534 - (766,136) (1) (765,471) (1) $ 5,296,428 9 $ 6,061,791 10 108 - $ 6,061,899 10 $ 5,296,320 9 108 - $ 5,296,428 9 $11.53 $11.46		2022
				Amount % $ 1,653,756 3 (330,752) (1) 1,323,004 2 1,328,621 2 $ 7,529,221 11 $ 6,200,335 9 265 - $ 6,200,600 9 $ 7,528,956 11 265 - $ 7,529,221 11 $11.80 $11.67

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

(Concluded)

-21-

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

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

BALANCE AT JANUARY 1, 2022 Appropriation of 2021 earnings (Note 21) Legal reserve Special reserve Cash dividends Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022 (Note 21) Total comprehensive income (loss) for the year ended December 31, 2022 BALANCE AT DECEMBER 31, 2022 Appropriation of 2022 earnings (Note 21) Legal reserve Special reserve Cash dividends Unclaimed dividends extinguished by prescription (Note 21) Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 (Note 21) Total comprehensive income (loss) for the year ended December 31, 2023 Disposal of investments in equity instruments designated as at fair value through other comprehensive income (Note 21) BALANCE AT DECEMBER 31, 2023		Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company	Non-controlling Total Interests $ 38,312,942 $ 7,458 - - - - (3,679,241) - 6,200,335 265 1,328,621 - 7,528,956 265 42,162,657 7,723 - - - - (3,915,764) - 1,499 - 6,061,791 108 (765,471) - 5,296,320 108 - - $ 43,544,712 $ 7,831	Total Equity $ 38,320,400 - - (3,679,241) 6,200,600 1,328,621 7,529,221 42,170,380 - - (3,915,764) 1,499 6,061,899 (765,471) 5,296,428 - $ 43,552,543
	Share Capital Capital Surplus $ 5,256,059 $ 333,778 - - - - - - - - - - - - 5,256,059 333,778 - - - - - - - 1,499 - - - - - - - - $ 5,256,059 $ 335,277	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 6,328,894 $ 3,811,192 $ 26,126,918 585,590 - (585,590) - (267,293) 267,293 - - (3,679,241) - - 6,200,335 - - 6,547 - - 6,206,882 6,914,484 3,543,899 28,336,262 620,688 - (620,688) - (1,322,074) 1,322,074 - - (3,915,764) - - - - - 6,061,791 - - (1,405) - - 6,060,386 - - 2,139 $ 7,535,172 $ 2,221,825 $ 31,184,409	Others Exchange Unrealized Differences on Translation of Gain (Loss) on Financial Assets the Financial at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (3,418,646) $ (125,253) - - - - - - - - 1,323,004 (930) 1,323,004 (930) (2,095,642) (126,183) - - - - - - - - - - (766,136) 2,070 (766,136) 2,070 - (2,139) $ (2,861,778) $ (126,252)

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

-22-

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

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

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit gain reversed on trade receivables Net (gain) loss on fair value changes of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Gain on disposals of property, plant and equipment Impairment loss recognized on non-financial assets Unrealized foreign exchange loss (gain) Gain from bargain purchase Changes in operating assets and liabilities: Financial assets mandatorily classified at fair value through profit or loss Notes receivable Trade receivables Trade receivables from related parties Other receivables Inventories Prepayments Other current assets Financial liabilities held for trading Contract liabilities Trade payables Other payables Provisions - current Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Disposals of financial assets at amortized cost Net cash inflow from acquisitions of subsidiaries Payments for property, plant and equipment	2023 $ 8,077,260 5,133,265 37,415 (18,307) (43,658) 185,451 (662,029) (10,870) 175,656 19,232 (222,528) 162,690 69,220 1,070,827 19 (70,719) 3,584,353 69,813 31,972 (30,560) 12,644 (261,282) (99,299) (126,172) (83,033) (18,932) 16,982,428 568,164 (201,986) (1,422,463) 15,926,143 5,434 (1,174,661) - 268,592 (3,336,559)	2022 $ 7,824,791 4,969,381 42,911 (65,644) 358,366 227,724 (300,850) (36,438) 41,714 (106,412) - 456,581 149,163 3,426,344 (168) 3,135 2,442,153 719,011 (22,531) (668,677) (62,323) (3,335,082) (495,653) 50,828 (6,256) (12,071) 15,599,997 240,328 (222,106) (2,775,701) 12,842,518 - - 5,239 - (4,054,933) (Continued)

-23-

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

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

Proceeds from disposals of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings Decrease in other borrowings Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Distributed cash dividends Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2023 $ 14,139 - 1,264 (8,071) (4,229,862) (1,571,214) (366,634) (34,334) (45,366) (3,915,764) (5,933,312) (350,604) 5,412,365 15,219,204 $ 20,631,569	2022 $ 230,340 (51) - (16,376) (3,835,781) (9,308,350) - (15,783) (44,056) (3,679,241) (13,047,430) 396,146 (3,644,547) 18,863,751 $ 15,219,204

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

(Concluded)

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-28-

TRIPOD TECHNOLOGY CORPORATION

BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through other comprehensive income - current (Notes 4, 7 and 27) Financial assets at amortized cost - current (Notes 4, 8, 27 and 29) Notes receivable (Notes 4, 9 and 21) Trade receivables (Notes 4, 9 and 21) Trade receivables from related parties (Notes 4, 21 and 28) Other receivables (Notes 4 and 9) Other receivables from related parties (Notes 4 and 28) Current tax assets (Note 4) Inventories (Notes 4 and 10) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Investments accounted for using the equity method (Notes 4, 11 and 28) Property, plant and equipment (Notes 4, 5, 12, 28 and 30) Right-of-use assets (Notes 4 and 13) Intangible assets (Notes 4 and 14) Deferred tax assets (Notes 4 and 23) Other non-current assets (Note 15) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 16) Contract liabilities - current (Note 21) Trade payables Trade payables to related parties (Note 28) Other payables (Notes 17 and 25) Other payables to related parties (Note 28) Current tax liabilities (Note 4) Provisions - current (Notes 4 and 18) Lease liabilities - current (Notes 4 and 13) Other current liabilities (Note 17) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 23) Lease liabilities - non-current (Notes 4 and 13) Net defined benefit liabilities - non-current (Notes 4 and 19) Guarantee deposits (Note 17) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 20) Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2023 Amount % $ 314,842 1 - - 12,000 - 623 - 1,858,110 3 802,592 1 26,154 - 3,034,503 5 3,374 - 309,481 - 44,276 - 10,277 - 6,416,232 10 53,777,226 85 1,500,060 2 37,627 - 5,217 - 1,787,211 3 42,099 - 57,149,440 90 $ 63,565,672 100 $ 5,307,200 9 8,852 - 118,834 - 690,840 1 3,099,344 5 4,990,279 8 1,387,624 2 57,805 - 13,504 - 55,149 - 15,729,431 25 4,195,884 7 24,037 - 68,573 - 3,035 - 4,291,529 7 20,020,960 32 5,256,059 8 335,277 1 7,535,172 12 2,221,825 3 31,184,409 49 40,941,406 64 (2,988,030) (5) 43,544,712 68 $ 63,565,672 100		2022
				Amount % $ 332,614 1 3,364 - 12,000 - 23 - 1,942,069 3 788,497 1 18,840 - 2,579,031 4 - - 651,213 1 47,887 - 20,698 - 6,396,236 10 52,646,347 84 1,590,610 3 46,532 - 5,949 - 1,640,680 3 36,592 - 55,966,710 90 $ 62,362,946 100 $ 6,571,500 11 14,624 - 224,259 - 719,096 1 2,952,370 5 4,393,872 7 1,222,036 2 60,583 - 12,009 - 221,179 - 16,391,528 26 3,685,790 6 34,457 - 85,749 - 2,765 - 3,808,761 6 20,200,289 32 5,256,059 8 333,778 1 6,914,484 11 3,543,899 6 28,336,262 45 38,794,645 62 (2,221,825) (3) 42,162,657 68 $ 62,362,946 100

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

-29-

TRIPOD TECHNOLOGY CORPORATION

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

OPERATING REVENUE (Notes 4, 21 and 28) OPERATING COSTS (Notes 4, 10, 22 and 28) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES (Note 4) REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES (Note 4) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 4, 9, 22 and 28) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit (gain) loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income (Notes 4 and 22) Other income (Notes 4, 22 and 28) Other gains and losses (Notes 4, 22 and 28) Finance costs (Notes 4 and 22) Share of profit of subsidiaries, associates and joint ventures (Note 4) Total non-operating income and expenses PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE (Notes 4 and 23) NET PROFIT FROM CONTINUING OPERATIONS		2023 Amount % $ 12,579,879 100 5,735,238 46 6,844,641 54 (430,612) (3) 651,527 5 7,065,556 56 234,468 2 680,220 6 160,187 1 (777) - 1,074,098 9 5,991,458 47 7,886 - 285,954 3 (11,950) - (101,578) (1) 1,794,096 14 1,974,408 16 7,965,866 63 (1,904,075) (15) 6,061,791 48		2022
				Amount % $ 13,362,970 100 7,004,365 52 6,358,605 48 (651,527) (5) 159,448 1 5,866,526 44 243,638 2 555,491 4 150,727 1 2,715 - 952,571 7 4,913,955 37 1,615 - 46,147 - 15,539 - (71,662) (1) 1,800,961 14 1,792,600 13 6,706,555 50 (506,220) (4) 6,200,335 46 (Continued)

-30-

TRIPOD TECHNOLOGY CORPORATION

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

OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Notes 4 and 19) Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income (Notes 4 and 20) Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 23) Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations (Notes 4 and 20) Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 4, 20 and 23) Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 24) From continuing operations Basic Diluted		2023 Amount % $ (1,756) - 2,070 - 351 - 665 - (957,670) (8) 191,534 2 (766,136) (6) (765,471) (6) $ 5,296,320 42 $ 11.53 $ 11.46		2022
				Amount % $ 8,183 - (930) - (1,636) - 5,617 - 1,653,756 12 (330,752) (2) 1,323,004 10 1,328,621 10 $ 7,528,956 56 $ 11.80 $ 11.67




		$		$

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

(Concluded)

-31-

TRIPOD TECHNOLOGY CORPORATION

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

BALANCE AT JANUARY 1, 2022 Appropriation of 2021 earnings (Note 20) Legal reserve Special reserve Cash dividends Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022 (Note 20) Total comprehensive income (loss) for the year ended December 31, 2022 BALANCE AT DECEMBER 31, 2022 Appropriation of 2022 earnings (Note 20) Legal reserve Special reserve Cash dividends Unclaimed dividends extinguished by prescription (Note 20) Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 (Note 20) Total comprehensive income (loss) for the year ended December 31, 2023 Disposal of investments in equity instruments designated as at fair value through other comprehensive income (Note 20) BALANCE AT DECEMBER 31, 2023	Share Capital Capital Surplus $ 5,256,059 $ 333,778 - - - - - - - - - - - - 5,256,059 333,778 - - - - - - - 1,499 - - - - - - - - $ 5,256,059 $ 335,277		Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 6,328,894 $ 3,811,192 $ 26,126,918 585,590 - (585,590) - (267,293) 267,293 - - (3,679,241) - - 6,200,335 - - 6,547 - - 6,206,882 6,914,484 3,543,899 28,336,262 620,688 - (620,688) - (1,322,074) 1,322,074 - - (3,915,764) - - - - - 6,061,791 - - (1,405) - - 6,060,386 - - 2,139 $ 7,535,172 $ 2,221,825 $ 31,184,409	Others Exchange Differences on Translation of the Financial Unrealized Gain (Loss) on Financial Assets at Fair Value Statements of Through Other Foreign Operations Comprehensive Income $ (3,418,646) $ (125,253) - - - - - - - - 1,323,004 (930) 1,323,004 (930) (2,095,642) (126,183) - - - - - - - - - - (766,136) 2,070 (766,136) 2,070 - (2,139) $ (2,861,778) $ (126,252)	Total Equity $ 38,312,942 - - (3,679,241) 6,200,335 1,328,621 7,528,956 42,162,657 - - (3,915,764) 1,499 6,061,791 (765,471) 5,296,320 - $ 43,544,712

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

-32-

TRIPOD TECHNOLOGY CORPORATION

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

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit (gain) loss recognized (reversed) on trade receivable Net loss (gain) on fair value changes of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Share of profit of subsidiaries, associates and joint ventures Gain on disposals of property, plant and equipment Impairment loss recognized on non-financial assets Reversal of impairment loss recognized on non-financial assets Unrealized gain on sales with subsidiaries, associates and joint ventures Realized gain on sales with subsidiaries, associates and joint ventures Unrealized foreign exchange gain Gain from bargain purchase Changes in operating assets and liabilities: Financial assets mandatorily classified at fair value through profit or loss Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Financial liabilities held for trading Contract liabilities Trade payables Trade payables to related parties Other payables Other payables to related parties Provisions - current Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities	2023 $ 7,965,866 218,493 4,357 (777) 1,177 101,578 (7,886) (1,794,096) (19) - (12,817) 430,612 (651,527) (8,713) (222,528) 2,116 (600) 37,470 (31,440) (7,270) (522,253) 354,549 3,611 10,411 (3,293) (5,772) (102,416) (18,225) 161,368 723,639 (2,778) (156,492) (18,932) 6,447,413 7,841 (101,661) (1,186,413) 5,167,180	2022 $ 6,706,555 209,598 7,344 2,715 (29,417) 71,662 (1,615) (1,800,961) (6,007) 12,671 - 651,527 (159,448) (1,588) - 29,417 10 (411,993) (55,999) 6,373 2,532,794 41,578 11,450 (6,792) - (5,857) (184,464) (83,385) 6,059 (1,952,732) 53,499 154,039 (12,071) 5,784,962 1,562 (71,900) (716,049) 4,998,575

(Continued)

Net cash generated from operating activities

-33-

TRIPOD TECHNOLOGY CORPORATION

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

CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at fair value through other comprehensive income Net cash inflow from the acquisition of subsidiary Payments for property, plant and equipment Proceeds from disposals of property, plant and equipment Increase in refundable deposits Decrease in other receivable from related parties Increase in other receivables from related parties Payments for intangible assets Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Distributed cash dividends Acquisition of additional interests in subsidiaries Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) 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	2023 $ 5,434 173,990 (132,728) 209 (19) 1,009 - (3,625) 44,270 (1,264,300) (7,126) (14,202) (3,915,764) (25,000) (5,226,392) (2,830) (17,772) 332,614 $ 314,842	2022 $ - - (97,734) 14,921 - - (988) (2,817) (86,618) (1,159,500) - (13,096) (3,679,241) - (4,851,837) 4,285 64,405 268,209 $ 332,614

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

(Concluded)

-34-

Attachment 9.3

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Attachment 9.4

Tripod Technology Corporation 2023 Statement of Earning Distribution

	Item Initial undistributed earnings Plus: The remeasurements of defined benefit plans in retained earnings Plus: Cumulative gains (losses) from disposing investment in equity instrument measured at fair value through other comprehensive income that will be directly transferred to retained earnings Annual profits after tax Minus: Recognize annual legal reserve Reversal of special reserve according to laws or regulations Annual distributable earnings Total shareholders`’`distributable earnings Distribution Item: Shareholders`’`dividends Undistributed earnings at the end of the period	Unit: NTD Amount
		25,121,884,157 (1,404,949) 2,138,961 6,061,790,630 606,252,464 766,204,635 29,811,951,700 29,811,951,700 3,942,044,235 25,869,907,465

Note: Prioritized distributed earnings of 2023 under the provisions of Income Act

Chairperson: Chiang-Chuang Wang Manager: Le-Jen Huang Accounting Officer: Cheng-I Li

36 -

Attachment 9.5

Tripod Technology Corporation

Comparative Table of Proposed Amendments to the Articles of Association

(Translation)

BeforeAmendment	After Amendment	Note
Article 2 The business scope of the Company is as follows: 2.1 C801010 Basic Chemical Industrial. 2.2 C801030 Precision Chemical Material Manufacturing. 2.3 C801990 Other Chemical Materials Manufacturing. 2.4 C802990 Other Chemical Products Manufacturing. 2.5 CB01010 Mechanical Equipment Manufacturing. 2.6 CC01060 Wired Communication Equipment and Apparatus Manufacturing. 2.7 CC01070 Telecommunication Equipment and Apparatus Manufacturing. 2.8 CC01080 Electronics Components Manufacturing. 2.9 CC01110 Computer and Peripheral Equipment Manufacturing. 2.10 CE01010 General Instrument Manufacturing. 2.11 CE01030 Optical Instruments Manufacturing. 2.12 CF01011 Medical Devices Manufacturing. 2.13 F108031 Wholesale of Medical Devices. 2.14 F113010 Wholesale of Machinery. 2.15 F113050 Wholesale of Computers and Clerical Machinery Equipment. 2.16 F113070 Wholesale of Telecommunication Apparatus. 2.17 F118010 Wholesale of Computer Software. 2.18 F119010 Wholesale of Electronic Materials. 2.19 F199010 Wholesale of Recycling Materials. 2.20 F208031 Retail Sale of Medical Apparatus. 2.21 F213030 Retail Sale of Computers and Clerical MachineryEquipment.	Article 2 The business scope of the Company is as follows: 2.1 C801010 Basic Chemical Industrial. 2.2 C801030 Precision Chemical Material Manufacturing. 2.3 C801990 Other Chemical Materials Manufacturing. 2.4 C802990 Other Chemical Products Manufacturing. 2.5 CB01010 Mechanical Equipment Manufacturing. 2.6 CC01060 Wired Communication Equipment and Apparatus Manufacturing. 2.7 CC01070 Telecommunication Equipment and Apparatus Manufacturing. 2.8 CC01080 Electronics Components Manufacturing. 2.9 CC01110 Computer and Peripheral Equipment Manufacturing. 2.10 CE01010 General Instrument Manufacturing. 2.11 CE01030 Optical Instruments Manufacturing. 2.12 CF01011 Medical Devices Manufacturing. 2.13 F108031 Wholesale of Medical Devices. 2.14 F113010 Wholesale of Machinery. 2.15 F113050 Wholesale of Computers and Clerical Machinery Equipment. 2.16 F113070 Wholesale of Telecommunication Apparatus. 2.17 F118010 Wholesale of Computer Software. 2.18 F119010 Wholesale of Electronic Materials. 2.19 F199010 Wholesale of Recycling Materials. 2.20 F208031 Retail Sale of Medical Apparatus. 2.21 F213030 Retail Sale of Computers and Clerical Machinery Equipment. 2.22 F213060 Retail Sale of	In response to the Company’s practical operation needs.

37 -

BeforeAmendment			After Amendment	Note
2.22 F213060 Retail Sale of Telecommunication Apparatus. 2.23 F213080 Retail Sale of Machinery and Tools. 2.24 F218010 Retail Sale of Computer Software. 2.25 F219010 Retail Sale of Electronic Materials. 2.26 F401010 International Trade. 2.27 H701010 Housing and Building Development and Rental. 2.28 H701020 Industrial Factory Development and Rental. 2.29 H701040 Specific Area Development. 2.30 H703090 Real Estate Business. 2.31 H703100 Real Estate Leasing. 2.32 I199990 Other Consulting Service. 2.33 I301010 Information Software Services. 2.34 I301020 Data Processing Services. 2.35 I301030 Electronic Information Supply Services. 2.36 I501010 Product Designing. 2.37 I503010 Landscape and Interior Designing. 2.38 IG01010 Biotechnology Services. 2.39 IG02010 Research and Development Service. 2.40 ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.		2.23 2.24 2.25 2.26 2.27 2.28 2.29 2.30 2.31 2.32	Telecommunication Apparatus. F213080 Retail Sale of Machinery and Tools. F218010 Retail Sale of Computer Software. F219010 Retail Sale of Electronic Materials. F401010 International Trade. H701010 Housing and Building Development and Rental. H701020 Industrial Factory Development and Rental. H701040 Specific Area Development. H703090 Real Estate Business. H703100 Real Estate Leasing. I101070 Agriculture, Forestry, Fishing and Livestock Consulting. I199990 Other Consulting Service. I301010 Information Software Services. I301020 Data Processing Services. I301030 Electronic Information Supply Services. I501010 Product Designing. I503010 Landscape and Interior Designing. IF04010 Non-destructive Testing. IG01010 Biotechnology Services. IG02010 Research and Development Service. IG03010 Energy Technical Services. IZ99990 Other Industrial and Commercial Services. J101050 Environmental Testing Services. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
		2.33 2.34 2.35 2.36 2.37 2.38 2.39
		2.40 2.41 2.42	IG01010 IG02010 Service. IG03010
		2.43	IZ99990
		2.44
		2.45
Article 35 (Omitted) The 28th amendment was made on 20 June, 2023.	Article 35 (Omitted) The 28th amendment was made on 20 June, 2023. The 29th amendment was made on 18 June,			To add the date of amendment.
	2024.

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Appendix 10.1

Tripod Technology Corporation

Articles of Association (Translation)

Chapter 1 General Provisions

Article 1: The Company is organized in accordance with the Company Act and named Tripod Technology Corporation (hereinafter referred to as “the Company”.)

Article 2: The business scope of the Company is as follows: 2.1 C801010 Basic Chemical Industrial. 2.2 C801030 Precision Chemical Material Manufacturing. 2.3 C801990 Other Chemical Materials Manufacturing. 2.4 C802990 Other Chemical Products Manufacturing. 2.5 CB01010 Mechanical Equipment Manufacturing. 2.6 CC01060 Wired Communication Equipment and Apparatus Manufacturing. 2.7 CC01070 Telecommunication Equipment and Apparatus Manufacturing. 2.8 CC01080 Electronics Components Manufacturing. 2.9 CC01110 Computer and Peripheral Equipment Manufacturing. 2.10 CE01010 General Instrument Manufacturing. 2.11 CE01030 Optical Instruments Manufacturing. 2.12 CF01011 Medical Devices Manufacturing. 2.13 F108031 Wholesale of Medical Devices. 2.14 F113010 Wholesale of Machinery. 2.15 F113050 Wholesale of Computers and Clerical Machinery Equipment. 2.16 F113070 Wholesale of Telecommunication Apparatus. 2.17 F118010 Wholesale of Computer Software. 2.18 F119010 Wholesale of Electronic Materials. 2.19 F199010 Wholesale of Recycling Materials. 2.20 F208031 Retail Sale of Medical Apparatus. 2.21 F213030 Retail Sale of Computers and Clerical Machinery Equipment. 2.22 F213060 Retail Sale of Telecommunication Apparatus. 2.23 F213080 Retail Sale of Machinery and Tools. 2.24 F218010 Retail Sale of Computer Software. 2.25 F219010 Retail Sale of Electronic Materials. 2.26 F401010 International Trade. 2.27 H701010 Housing and Building Development and Rental. 2.28 H701020 Industrial Factory Development and Rental. 2.29 H701040 Specific Area Development. 2.30 H703090 Real Estate Business. 2.31 H703100 Real Estate Leasing. 2.32 I199990 Other Consulting Service. 2.33 I301010 Information Software Services. 2.34 I301020 Data Processing Services. 2.35 I301030 Electronic Information Supply Services. 2.36 I501010 Product Designing. 2.37 I503010 Landscape and Interior Designing.

==> picture [40 x 75] intentionally omitted <==

2.38 IG01010 Biotechnology Services.

2.39 IG02010 Research and Development Service.

2.40 ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2-1: The Company may act as a guarantor.

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Article 3: The Company is a shareholder with limited duties of other companies where related investment amount is not restricted to the limitation as set by the provisions of Article 13 of the Company Act for reinvestments.
Article 4: The Company is headquartered in Taoyuan City and when necessary may establish branches or representative offices at proper locations at home and abroad as resolved by the board of directors and approved by laws.

Article 5: Deleted.

Chapter 2 Share

Article 6: The authorized capital of the Company is NT$6 billion consisting of 600 million shares. The par value of each share is NT$10, and such shares can be issued in separate installments by authorizing the board meeting. Among these shares, 200 million shares are reserved for warrants, referred shares with warrants or corporate bond with warrant, with 20 million shares at par value of NT$10. The board of directors is authorized to issue the shares in separate installments.
Article 7: The share certificates of the Company shall without exception be in registered form, signed by, or affixed with seals of, at least three directors, and authenticated by the competent authority before issuance.

The issued shares of the Company are not required to be printed ones.

Article 8: The stock affair administrative operations of the Company follows the provisions of the “Regulations Governing the Administration of Shareholder Services of Public Companies”.
Article 9: Deleted.
Article 10: All entries in the shareholders register due to share transfers shall be suspended for 60 days prior to a shareholders’ meeting, or for 30 days prior to a special shareholders’ meeting, or for 5 days prior to the record date fixed for distributing dividends, bonus, or any other benefits.

Article 11: Deleted.

Chapter 3 Shareholders’ Meeting

Article 12: Shareholders’ meetings of the Company are of two kinds: general shareholders’ meetings and special shareholders’ meetings. The general shareholders’ meetings are convened at least once per year within six months from the close of the fiscal year by the board meeting following laws and regulations, with the exception of those with legitimate reason and authorized by competent authority. Special shareholders’ meetings may be convened in accordance with applicable laws and regulations whenever necessary.
Shareholders’ meetings of the Company can be held by means of visual communication network or other methods promulgated by the central competent authority. The company shall be subject to prescriptions provided for by the competent authorities, including the prerequisites, procedures, and other compliance matters.
Article 13: For general shareholders’ meetings, the notice of meeting shall be served to each shareholder at least 30 days prior to the meeting; for special shareholders’ meetings, a notice of meeting shall be served to each shareholder at least 15 days prior to the meeting. The notice of meeting shall specify the date, location and reasons for convening the meeting.
Article 14: If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the proxy selection follows the provisions of Article 208 of the Company Act; if a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chairperson from among themselves.
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Article 15: A shareholder unable to attend the shareholders’ meeting in person may appoint a proxy to attend the meeting by using the proxy form issued by the Company and specifying the scope of proxy, which shall be signed and sealed by the shareholder. The provisions of such proxy assignment follows provisions under Article 177 of the Company Act and that of the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” as ruled by the competent authority.
Article 16: Each shareholder of the Company is entitled to one vote per share, with the exception that falls under Article 179 of the Company Act.
Article 17: Except as otherwise provided by the laws, resolutions of a shareholders’ meeting shall be adopted at a meeting attended by shareholders representing over half of the total number of issued shares and at which meeting over half of the shareholders vote in favor of such resolutions.
According to regulations of the competent authority, a shareholder of the Company may exercise voting rights in electronic format whereas such shareholder will be deemed to have attended the meeting in person. Related matters are implemented according to regulations of laws.
Article 18: Minutes of the meeting shall be signed or sealed by the chairperson and should be distributed to all shareholders within 20 days of the meeting. The minutes, attendance book and proxy form and be properly kept at the Company under the provisions of Article 183 of the Company Act.
The issue of the aforementioned minutes may be announced publicly.

Chapter 4 Directors and Supervisors

Article 19: The Company shall have seven to eleven directors to be elected from persons having legal capacity at a shareholders’ meeting. Each director shall hold office for a term of three years and is eligible for reelection. The total shares of all supervisors follow the regulations of securities governing authority.
Under the provisions of Article 14-2 and Article 183 of the Securities and Exchange Act, the aforementioned director seats should contain no less than 2 people and no less than one-fifth of all director seats.
The board is authorized to determine remuneration to directors and supervisors based on their level of participation in the Company operations, their individual contributions and industry standards at home and abroad.
Election of independent directors shall adopt the candidate nomination measure, and they shall be elected from among the list of candidates for independent directors by the shareholders’ meeting in accordance with Article 192-1 of the Company Act. Matters regarding professional qualification, restrictions on shareholdings and concurrent position, methods of nomination and election and other matters for compliance with respect to independent directors shall be subject to the rules prescribed by the competent securities authority. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.
Article 20: The election of the Company’s directors adopts the candidate nomination measure of the Article 192-1 of the Company Act. Related implementation matters also follow regulations of the Company Act, the Securities and Exchange Act, etc. The total shares of registered shares of the Company held by all directors follows the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” as announced by the Securities and Futures Commission, Ministry of Finance.
Article 21: If the number of directors is fewer than one-third of overall number of directors, the board should convene a special shareholders’ meeting within 60 days for reelection, whereas the term is restricted to fulfill the term of the original serving director.
Article 22: Should the term ends for directors and reelection takes longer than expected, the term may be prolonged until reelected director inaugurates.
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Article 23: The board of directors is formed by directors whereas over two-thirds of the directors attend and over half of the attending directors agree and elect a chairperson. When necessary, the same method is applied to select one of them as vice chairperson. The chairperson represents the company.
Article 24: The business policy and other important matters of the Company are resolved by the board meeting, which is called to convene and chaired by the chairperson except for the calling to order of the first board meeting of each term, which follows the provisions of Article 203 of the Company Act. For emergency, a board meeting may be called to convene at any time. The aforementioned calling to order is made by the chairperson and directors may be informed via fax or Emails.
Article 25: Except for other provisions of the Company, the resolutions of the board meetings require attendance of over half of directors and agreement of over half of the attending directors. Should any of the directors fail to attend due to specific reasons, he/she may offer a proxy form listing the scope of authorization of the reason of convening the meeting for another director to attend. However, the number of such proxy is limited to one only. The meeting may be held via videoconferencing whereas directors participating in the videoconference are deemed participating in person.
Article 26: The minutes of the meeting shall be signed or sealed by the chairperson and copies thereof shall be distributed to all directors within 15 days of the meeting. The minutes shall be properly kept at the Company, along with attendance book and proxy form.
Article 27: Pursuant to Article 14-4 of the Securities and Exchange Act, the Company shall set up the audit committee, which shall consist of the entire independent directors. The members of the audit committee exercise duties of supervisors as ruled by the Company Act, the Securities and Exchange Act and others.

Chapter 5 Managers and Employees

Article 28: The Company follows the resolution of the board to appoint various managers, with appointment, dismissal and reward observing the provisions under Article 29 of the Company Act.
Article 29: The president should follow resolutions of the board and deal with the Company’s business.
Article 30: Deleted.

Chapter 6 Accounting

Article 31: The Company’s fiscal year is from January 1 to December 31 each year. At the close of each fiscal year, the board of directors shall prepare the following statements and records that shall be presented at the shareholders’ meeting for recognition after submitted to be audited by supervisors 30 days before the shareholders’ meeting.
31.1 Business report;
31.2 Financial report;
31.3 Proposal for allocating earnings or covering loss.
Article 32: For any profits earned by the Company annually, the Company should allot no less than 3% of the profits to be employee compensation whereas the board of directors meeting will make a resolution to issue the amount in shares or cash, with the issued targets include subordinating employees meeting certain conditions; the aforementioned amount of profits of the Company is resolved by the board meeting to allot no more than 1% as director compensation. Proposals for both types of compensation should be reported to the shareholders’ meeting. However, should the Company have accumulated losses, retained amount to cover the losses should be prescribed before allotting both types of compensation according to the percentages described in the preceding paragraph.
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Article 32-1: For any profits after review of annual financial statements, the Company should pay for taxes by observing related laws. After covering for accumulated losses, the company may allot no less than 3% of the earnings as legal reserve. However, for legal reserving reaching the paid-in capital of the company, no such allotment is required. The rest can be allotted legally or reversed as special reserve; for any remaining sum, along with accumulated undistributed retained earnings, the board may propose an earning distribution for the shareholders’ meeting to resolve and distribute shareholders’ bonus dividends.
The Company’s corporate lifecycle is on the rise. For future expansions, funding needs and tax influence on the Company and shareholders, the Company’s share dividend policy mainly considers the funding requirements of the Company in future funding budgeting. The board meeting is responsible for proposing earning distribution for shareholders’ meeting to resolve and distribute. Whereas the distribution of bonus dividends should consider the dividends of the year with no less of 10% as cash dividends.

Chapter 7 Supplemental Provisions

Article 33: The organization and major regulations of the Company are set by the board meeting.

Article 34: Matters not addressed by these Articles of Association shall be governed by the Company Act.

Article 35: The Articles of Association was implemented initially on December 10th, 1991. The first amendment occurred on August 6th, 1992. The second amendment occurred on July 15th, 1993. The third amendment occurred on September 29th, 1995. The fourth amendment occurred on December 12th, 1995. The fifth amendment occurred on February 5h, 1996. The sixth amendment occurred on October 30h, 1996. The seventh amendment occurred on July 19th, 1997. The eighth amendment occurred on June 1st, 1998. The ninth amendment occurred on May 10th, 2000. The tenth amendment occurred on June 22nd, 2001. The eleventh amendment occurred on June 21st, 2002. The twelfth amendment occurred on May 18th, 2004. The thirteenth amendment occurred on May 18th, 2005. The fourteenth amendment occurred on June 14th, 2006. The fifteenth amendment occurred on June 13th, 2007. The sixteenth amendment occurred on June 13th, 2008. The seventeenth amendment occurred on June 16th, 2009. The eighteenth amendment occurred on June 22nd, 2010. The nineteenth amendment occurred on June 17th, 2011. The twentieth amendment occurred on June 21st, 2012. The twenty-first amendment occurred on June 20th, 2013. The twenty-second amendment occurred on June 21st, 2014. The twenty-third amendment occurred on June 25th, 2015. The twenty-fourth amendment occurred on June 21st, 2016. The twenty-fifth amendment occurred on June 22nd, 2017. The twenty-sixth amendment occurred on June 21st, 2018. The twenty-seventh amendment occurred on July 9th, 2021. The twenty-eighth amendment occurred on June 20th, 2023.
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Appendix 10.2

Tripod Technology Corporation Rules of Procedure for Shareholders’ Meeting

(Translation)

Article 1

To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

The rules of procedures for the Company’s shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3

Unless otherwise provided by law or regulation, the Company’s shareholders meetings shall be convened by the board of directors.

Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.

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

For physical shareholders meetings, to be distributed on-site at the meeting.
For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

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A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.

Article 6

The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

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Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.

In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6-1

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

How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not
- attend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.

Article 7

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

46 -

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one member of each functional committee in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8

The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.

Article 9

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

47 -

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned.

No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 12

Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

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When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 14

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.

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The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes

Article 16

On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting.

In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

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

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

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Article 18

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19

In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 20

When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 21

In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations

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Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 22

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

Article 23

These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner. The Measures were established on July 9th, 2021. The 1st Amendment was made on June 20th, 2023.

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Appendix 10.3

Tripod Technology Corporation Rules for the Election of Directions

(Translation)

Article 1

Elections of directors of this Company shall be conducted in accordance with these Procedures.

Article 2

Elections of directors of this Company shall be conducted at the shareholders meeting.

Article 3

The Company's directors are elected by a single-named voting method. Each share is entitled to the voting rights equivalent to the number of directors to be elected. The voting rights may be concentrated to one candidate or be allocated among several candidates.

Elections of directors (including independent directors) adopt a candidate nomination system and shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 or 216-1 of the Company Act.

Article 4

The Company shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot and the number of each ballot shall be specified on the ballots.

Article 5

At the beginning of the election, the chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel.

Article 6

Directors who have the capacity to act of the Company shall be elected by the shareholders’ meeting, and shall be elected according to the quota stipulated in the Company's Articles of Association. If two or more candidates receive the same number of votes beyond a quota, the winner shall be determined through lot-drawing. The lot may be drawn by the Chairman on behalf of the absentees.

Article 7

The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 8

If the candidate is a shareholder of the Company, voters shall fill the candidate’s name and shareholder’s number in the “candidate” column of the ballot; if the candidate is not a shareholder of the Company, voters shall fill the candidate’s name and ID number in the “candidate” column. If the candidate is a government agency or a legal entity, voters shall fill the name of the government agency or the legal entity or the name of their representative in the column. In the event that several candidates represent a government agency or a legal entity, the names of the representatives shall be filled separately in the column.

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Article 9

A ballot shall be deemed void if such a ballot:

is not a ballot provided under the Rules;
is placed into the ballot box blank;
contains illegible words or corrections;
contains a name or shareholder’s number in the “candidate” column which is inconsistent with the shareholder’s register if the candidate is a shareholder of the Company; contains a name or ID number or unified business number in the “candidate” column which is incorrect if the candidate is not a shareholder of the Company;
contains any words or marks other than those specified in Article 8;
The name of the elector filled in is the same as other shareholders, but the shareholder account number or unified business number is not indicated for identification; or
is not filled out in accordance with the notes in the remarks column of the ballot.

Article 10

The ballot boxes for the elections of directors shall be opened by the vote monitoring personnel after voting commences.

Article 11

The ballots should be counted by the vote monitoring personnel and the results of the election should be announced at the meeting. The elected directors will be issued notices of election by the Board of Directors, and the elected directors will sign a letter of intention to serve.

Article 12

Matters not specified in the Rules shall be undertaken in accordance with the Company Act, Articles of Association of the Company, or other relevant laws and regulations.

The Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

The Rules were established and approved by the shareholders’ meeting in 2017 and should be adopted from the election of directors in 2018.

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Appendix 10.4

Employee and Board Director Compensation Information

Percentage or Scope of Employee and Board Director Compensation Recorded in Articles of Association

According to the provisions of employee and board director compensation listed in the Company ’ s Articles of Association, for any profits earned by the Company annually, the Company should allot no less than 3% of the profits to be employee compensation whereas the Board of Directors meeting will make a resolution to issue the amount in shares or cash, with the issued targets include subordinating employees meeting certain conditions; the aforementioned amount of profits of the Company is resolved by the board meeting to allot no more than 1% as director compensation. Proposals for both types of compensation should be reported to the shareholders ’ meeting. However, should the Company have accumulated losses, retained amount to cover the losses should be prescribed before allotting both types of compensation according to the percentages described in the preceding paragraph.

Status of Employee and Director Compensation has approved by the Board of Directors:

				Unit: NTD Reason of Gap and Processing Status None
Distributed Item	Distributed Amount Resolved by Board of Director (A)	Annual Estimated Recognition Expenses (B)	Gap (A-B)	Reason of Gap and Processing Status
Employee Compensation	557,581,123	557,581,123	0	None
Director Compensation	42,000,000	42,000,000	0

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Appendix 10.5

Tripod Technology Corporation

Individual and Total Shareholding Status of Board Directors on Shareholders’ List

The number of shares held by all board directors should be no less than 16,819,388. Up until the book closure date of April 20, 2024, the number of shares held by all directors was 25,845,647, conforming to the rules.
The Company has an audit committee so that the ruled number of shares held by supervisors does not apply.
Individual and Total Shareholding Status of Board Directors: (Base on the book closure date: April 20, 2024)

Title	Name	Inauguration Date	Term	Number of Shares held at Inauguration	Number of Shares held at Book Closure Date
Chairperson	Chiang-Chuang Wang	July 9, 2021	3 Years	7,022,532	7,022,532
Vice Chairperson	Yun Jie Investment Ltd. Legal Person Representative: Cheng-DingWang	July 9, 2021	3 Years	630,000	630,000
Director	Ching-Hsiu Hu	July 9, 2021	3 Years	6,325,713	6,325,713
Director	Tsao-Kuei Hsu	July 9, 2021	3 Years	10,482,056	10,482,056
Director	Yun An Investment Ltd. Legal Person Representative: Jeng-MingWang	July 9, 2021	3 Years	630,000	630,000
Director	Chao Sheng Investment Co., Ltd. Legal Person Representative: Chao-Wei Hu	July 9, 2021	3 Years	753,080	753,080
Independent Director	Yeong-Cheng Wu	July 9, 2021	3 Years	0	0
Independent Director	Hsing-Cheng Tai	July 9, 2021	3 Years	2,266	2,266
Independent Director	Wei-Ping Tang	July 9, 2021	3 Years	0	0
Total Director Shares				25,845,647	25,845,647

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AI assistant

Tripod — AGM Information 2024

52276_rns_2024-06-20_e643c9de-39e6-409e-ace8-87387ae5af48.pdf

TRIPOD TECHNOLOGY CORPORATION

2024 Shareholders’ Meeting Handbook

Type of Meeting: Physical Meeting

Table of Contents

Tripod Technology Corporation

Tripod Technology Corporation

2024 Shareholders’ Meeting Agenda

Report Items:

1. 2023 Business Report

4. To Report the Distribution of 2023 Employees’ and Directors’ Compensation

Proposed Resolutions

Discussion Items

Election Items

Other Motion:

Extempore Motion

Adjournment

Attachment 9.1

Tripod Technology Corporation

Business Report

9.1 2023 Business Report

b. Budget Execution Status

d. R&D Status

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

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

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

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

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

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

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

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

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

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

TRIPOD TECHNOLOGY CORPORATION

BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION

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

TRIPOD TECHNOLOGY CORPORATION

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

TRIPOD TECHNOLOGY CORPORATION

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

TRIPOD TECHNOLOGY CORPORATION

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

TRIPOD TECHNOLOGY CORPORATION

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

Attachment 9.4

Tripod Technology Corporation 2023 Statement of Earning Distribution

Attachment 9.5

Tripod Technology Corporation

Comparative Table of Proposed Amendments to the Articles of Association

(Translation)

Appendix 10.1

Chapter 2 Share

Article 11: Deleted.

Chapter 3 Shareholders’ Meeting

Chapter 4 Directors and Supervisors

Chapter 5 Managers and Employees

Chapter 6 Accounting

Chapter 7 Supplemental Provisions

Appendix 10.2

Tripod Technology Corporation Rules of Procedure for Shareholders’ Meeting

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 6-1

Article 7

Article 8

Article 9

Article 10

Article 11

Article 12

Article 13

Article 14

Tripod AGM Information 2024