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Tripod AGM Information 2025

Jun 4, 2025

52276_rns_2025-06-04_a348aff2-5355-4f14-832e-58a894731d48.pdf

AGM Information

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Stock Code: 3044

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TRIPOD TECHNOLOGY CORPORATION

2025 Shareholders’ Meeting Handbook

Date: May 29, 2025

Type of Meeting: Physical Meeting

Location: No. 6-1, Gongye 5th 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

Table of Contents
1. Meeting Procedures---------------------------------------------------------------------------------- 1
2. Meeting Agenda-------------------------------------------------------------------------------------- 2
3. Report Items
3.1 2024 Business Report---------------------------------------------------------------------------- 3
3.2 Audit Committee’s Review Report on 2024 Financial Statements-------------- 3
3.3 External Endorsement/Guarantee and Loan of Funds--------------------------------- 3
3.4 To Report the Distribution of 2024 Employees’ and Directors’ Compensation -- 3
4. Proposed Resolutions
4.1 Ratification of 2024 Financial Statements-------------------------------------------------- 4
4.2 Ratification of 2024 Earning Distribution-------------------------------------------------- 4
5. Discussion Items
5.1 Proposal to Amend the Articles of Association------------------------------------------ 5
6. Extempore Motion----------------------------------------------------------------------------------- 5
7. Attachments
7.1 2024 Business Report---------------------------------------------------------------------------- 6
7.2 2024 Auditors’ Report, Consolidated and Parent Company Only Financial
Reports--------------------------------------------------------------------------------------------- 10
7.3 Audit Committee’s Review Report---------------------------------------------------------- 30
7.4 2024 Statement of Earning Distribution--------------------------------------------------- 31
7.5 Comparative Table of Proposed Amendments to the Articles of Association---- 32
8. Appendix
8.1 The Articles of Association (Original Provisions)-------------------------------------- 33
8.2 The Rules of Procedure for Shareholders’ Meeting---------------------------------- 38
8.3 Employee and Board Director Compensation Information-------------------------- 47
8.4 Individual and Total Shareholding Status of Board Directors on Shareholders’
List------------------------------------------------------------------------------ 48

Tripod Technology Corporation

2025 Meeting Procedures of Shareholders’ Meeting

  1. Call the Meeting to Order

  2. Chairperson’s Address

  3. Report Items

  4. Proposed Resolutions

  5. Discussion Items

  6. Extempore Motion

  7. Adjournment

-1-

Tripod Technology Corporation

2025 Shareholders’ Meeting Agenda

  1. Call the Meeting to Order (Report Number of Shares Represented by

  2. Shareholders Attending the Meeting)

  3. Chairperson’s Address

  4. Report Items:

  5. 3.1 2024 Business Report

  6. 3.2 Audit Committee’s Review Report on 2024 Financial Statements

  7. 3.3 External Endorsement/Guarantee and Loan of Funds

  8. 3.4 To Report the Distribution of 2024 Employees’ and Directors’ Compensation

  9. Proposed Resolutions

  10. 4.1 Ratification of 2024 Financial Statements

  11. 4.2 Ratification of 2024 Earning Distribution

  12. Discussion Items

  13. 5.1 Proposal to Amend the Articles of Association

  14. Extempore Motion

  15. Adjournment

-2-

Report Items:

1. 2024 Business Report

Please refer to the description of Attachment 7.1 (P.6-9)

2. Audit Committee’s Review Report on 2024 Financial Statements

  • 2.1 The Company’s 2024 financial statements were audited by Chung-Chen Chen and Sheng-Tai Liang, accountants of Deloitte Touche Tohmatsu Limited. Reports including the statements, business report and statement of earning 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 7.2 (P.10-13).

  • 2.3 For the audit committee’s review report, please refer to the description of Attachment 7.3 (P.30).

3. External Endorsement/Guarantee and Loan of Funds

  • 3.1 Endorsement and Guarantee Items:
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Endorser/Guarantor Endorsee/Guarantee Outstanding
Endorsement/
Guarantee at the
End of the
Period of 2024		 Ratio of Accumulated
Endorsement/ Guarantee to
Net Equity in Latest Financial
Statements
Name Relationship
Tripod Technology Corporation Tripod Nano Technology
Corporation		 Note 1 4,327 0.01%
Tripod Nano Technology
Corporation		 Tripod Technology
Corporation		 Note 2 9,303 49.54%

Note 1 ： A company in which the Company directly and indirectly holds more than 50 percent of the voting shares. Note 2 ： A company that directly and indirectly holds more than 50 percent of the voting shares in the Company.

3.2 Loan Items:

2 Loan Items:
(In Thousands of New Taiwan Dollars)
Company Offering
Loans		 Company Receiving
Loans		 2024 Term-End
Loan Sum (Note)		 Reason for Short-
Term Financing		 Relationship with the company
receiving loans
J&J Holding Co., Ltd. Tripod Overseas Co.,
Ltd.
20,293,259
The need for
financing
operating capital
J & J Holding Co., Ltd., which is a
subsidiary of the Company, has a
100% shareholding in Tripod
Overseas Co., Ltd.
Tripod Overseas Co.,
Ltd.		 Tripod (Hubei)
Electronic Co., Ltd.		 1,868,745 The need for
financing
operating capital		 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
Company Limited		 327,850 The need for
financing
operating capital
It’s a 100%-owned subsidiary by
Tripod Technology Corporation.
Tripod Overseas Co.,
Ltd.
Tripod Vietnam
(Chauduc) Electronic
Company Limited		 419,648
The need for
financing
operating capital		 It’s a 100%-owned subsidiary by
Tripod Technology Corporation.
Tripod (WUXI)
Electronic Co., Ltd.
Tripod (Hubei)
Electronic Co., Ltd.		 5,213,685
The need for
financing
operating capital		 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 the New Taiwan dollar. For those in foreign dollars, the end of term sum is exchanged into NTD at the rate of US$32.785 and 4.48682 Chinese Yuan at the date of balance sheet.

4. To Report the Distribution of 2024 Employees’ and Directors’ Compensation

  • According to Article 32 of the Articles of Association, the Company allotted NT$ 48,300,000 for directors’ compensation and NT$ 587,931,314 for employees’ compensation for the year 2024. This was approved by the Board of Directors meeting on February 27, 2025. The aforementioned compensation was all distributed in cash.

-3-

Proposed Resolutions

Proposal No.1 Proposed by Board of Directors Cause of Action: Ratification of 2024 Financial Statements Description:

  • 1.1 The Company’s 2024 parent company only financial reports and the consolidated financial reports were approved by the Board of Directors while audited by Chung-Chen Chen 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 7.1 (P.6-9) and -

  • Attachment 7.2 (P.10 29).

  • 1.4 Please ratify.

Resolution:

Proposal No.2 Proposed by Board of Directors Cause of Action: Ratification of 2024 Earning Distribution Description:

  • 2.1 The Company ’ s 2024 earning distribution was discussed and approved by the Board of Directors on February 27, 2025.

  • 2.2 It is resolved the Company will distribute surplus of NT$ 5,413,740,749 (NT$ 10.3 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 2024 Statement of Earning Distribution, please refer to Attachment 7.4 (P.31).

  • 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:

-4-

Discussion Items

Proposal No.1 Proposed by Board of Directors

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

  • 1.1 In response to paragraph 6, Article 14, of the Securities and Exchange Act and the requests from Financial Supervisory Commission as well as Taiwan Stock Exchange Corporation.

  • 1.2 It is proposed to amend the relevant provision of the Articles of Association. For the comparative table of proposed amendments to the Articles of Association, please refer to Attachment 7.5 (P.32).

Resolution:

Extempore Motion

Adjournment

-5-

Attachment 7.1

Tripod Technology Corporation

Business Report

7.1 2024 Business Report

  • a. Business Plan Execution Result
Item
(NT$ Thousands)		 2024 2023 Y/Y

Consolidated
Operating Revenue		 65,803,607 58,862,104 11.79%

Consolidated
Operating Profit		 15,287,530 11,386,583 34.26%

Consolidated Profit
Before Tax		 10,996,489 8,077,260 36.14%
Consolidated Profits
After Tax		 8,382,701 6,061,899 38.29%

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 2024 was 69,489 thousand square feet.

  • c. Consolidated Financial Income/Expenditures and Profitability Analysis
Analysis Item 2024 2023
Financial
Structure		 Debt-asset Ratio(%) 42.55 42.95
Long Term Funds to Property, Plant
and Equipment Ratio (%)
277.47		 227.78
Solvency
Current Ratio(%)		 185.91 174.76
Quick Ratio(%) 154.96 142.98
Times Interest Earned(Times) 68.04 44.55
Profitability Return on Total Asset Ratio(%) 10.38 8.12
Return on EquityRatio(%) 17.86 14.14
Pre-Tax Income to Paid-in Capital
Ratio (%)
209.21		 153.67

Net Margin(%)		 12.73 10.29
Earningsper Share(NTD) 15.95 11.53

d. R&D Status

According to technology trends for the 2025 industrial developments offered by TrendForce, the AI demand drives the AI industry expansion across various economic potential AI products such as HBM market 、 NAND Flash 、 AI server 、 AI PMIC 、 AI PC 、 Robot. Faced with the trends, the Company adopts the following strategies such as conducting regularly research into industrial trends in technology and customer needs to launch R&D ahead in order to meet the swift iteration and changes of the products; to strengthen technology and development as well as products incubation; continue promoting the cooperation in development with academic fields and participates in industrial strategic alliance for developing products that anticipates future trends and technical developments; implementing the automated manufacturing equipment

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and rate improvement while reducing cost of human resources; constructs green factories in response to peak carbon dioxide emissions and carbon neutrality as well as preserves energy and reduces emission.

  • 7.2 Business Plan Summary of this Year

  • a. Business Policy

    • (1). The industry is complicated and volatile while emerging 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. With global economic and policy-related uncertainty remains, the Company carefully reviews the business risks and location evaluation.

    • (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. Meanwhile, accumulate cultivation of engineering technical staff, and continue developing niche and newgeneration product market technologies.

    • (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 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). To implement greenhouse gas emissions management to promote items such as energy saving and carbon emissions reduction, circular economy, recycle and reuse resource in order to minimize the operational risks bring by climate changes.

  • 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.

-7-

  • 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 and to share resources among the factories while boosting capacity utilization rate for extreme business cycle changes in a single industry. 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, improving the manufacturing process ability of each factory, delivering the maximum production scale advantage 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. Regarding the geopolitical uncertainty, the Company evaluates new production locations to diversify supply chain, reduces risk and creates supply chain resilience for satisfying the capacity demand; keep developing new application products and customers to retain the development direction of continuous growths in revenues and profits.

    • (4). 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.

  • 7.3 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

-8-

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.

  • 7.4 Influences of External Competition Environment, Regulation Environment and Macro-Business Environment:

Among competition from various competitors, 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 price-reduction pressure and low order visibility. With promotion of policies such as environmental-protection regulations and labor salary increase, the Company shall actively reduce pollution brought by industrial manufacturing process, improve automation production ability, and promote the energy saving and carbon reduction. The International Monetary Fund (IMF) (2025/01) expects the global macro-economic growth of 3.3% for 2025. However, with continued influences such as geopolitical uncertainties and end-user consuming demand is uncertain, the Company needs to be cautious of the changes of the global manufacturing industry demand. With niche products and raising percentage of high-added value emerging electronic products, the Company expects to create a continuously-growing new kinetic energy in the future.

Chairperson: Chiang-Chuang Wang

-9-

Attachment 7.2

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-10-

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-13-

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4, 6 and 25)
Financial assets at fair value through profit or loss - current (Notes 4, 7 and 28)
Financial assets at amortized cost - current (Notes 4, 8, 28 and 30)
Notes receivable (Notes 4, 9 and 21)
Trade receivables (Notes 4, 9, 21 and 25)
Trade receivables from related parties (Notes 4, 21 and 29)
Other receivables (Notes 4, 9 and 25)
Current tax assets (Note 4)
Inventories (Notes 4, 10 and 25)
Prepayments (Note 25)
Other current assets (Note 25)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 28)
Financial assets at amortized cost - non-current (Notes 4, 8 and 28)
Property, plant and equipment (Notes 4, 5, 12, 25 and 31)
Right-of-use assets (Notes 4, 13 and 25)
Intangible assets (Notes 4, 14 and 25)
Deferred tax assets (Notes 4 and 23)
Other non-current assets (Notes 15 and 25)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 16)
Contract liabilities - current (Note 21)
Trade payables (Note 25)
Other payables (Notes 17, 25 and 26)
Current tax liabilities (Notes 4 and 25)
Provisions - current (Notes 4 and 18)
Lease liabilities - current (Notes 4, 13 and 25)
Other current liabilities (Notes 17 and 25)
Total current liabilities
NON-CURRENT LIABILITIES
Deferred tax liabilities (Notes 4 and 23)
Lease liabilities - non-current (Notes 4, 13 and 25)
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 attributable to owners of the Company
NON-CONTROLLING INTERESTS
Total equity
TOTAL		 2024
Amount
%
$ 28,914,238
33
538
-
43,513
-
387,121
-
20,001,919
23
-
-
846,507
1
-
-
8,590,295
10
1,437,034
2
9,746
-
60,230,911
69
61,396
-
2,194,705
2
18,129,547
21
680,664
1
14,961
-
5,276,299
6
975,318
1
27,332,890
31
$ 87,563,801
100
$ 7,141,931
8
1,432,825
2
7,118,555
8
13,397,197
15
1,648,776
2
727,869
1
110,799
-
819,290
1
32,397,242
37
4,692,723
6
108,725
-
45,535
-
15,482
-
4,862,465
6
37,259,707
43
5,256,059
6
335,412
-
8,141,424
9
2,988,030
4
34,260,306
39
45,389,760
52
(685,184)
(1)
50,296,047
57
8,047
-
50,304,094
57
$ 87,563,801
100		 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

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

-14-

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

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

OPERATING REVENUE (Notes 4, 21 and 29)
OPERATING COSTS (Notes 4, 10 and 22)
GROSS PROFIT
OPERATING EXPENSES (Notes 4, 9 and 22)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss (gain)
Total operating expenses
OTHER OPERATING INCOME AND EXPENSES
(Notes 4, 12 and 22)
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
(Notes 4, 22 and 25)
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 23)
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 19)		 2024
Amount
%
$ 65,803,607
100
50,516,077
77
15,287,530
23
2,449,258
4
2,677,055
4
281,635
-
8,508
-
5,416,456
8
(140,081)
-
9,730,993
15
1,079,558
2
184,110
-
165,855
-
(164,027)
-
1,265,496
2
10,996,489
17
(2,613,788)
(4)
8,382,701
13
9,891
-		 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)
-
(Continued)

-15-

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

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

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 (loss) 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 24)
From continuing operations
Basic
Diluted		 2024
Amount
%
$ -
-
(1,978)
-
7,913
-
2,878,558
4
(575,712)
(1)
2,302,846
3
2,310,759
3
$ 10,693,460
16
$ 8,382,485
13
216
-
$ 8,382,701
13
$ 10,693,244
16
216
-
$ 10,693,460
16
$15.95
$15.85		 2023
Amount
%
$ 2,070
-
351
-
665
-
(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

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

(Concluded)

-16-

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2023
Appropriation of 2022 earnings (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
Appropriation of 2023 earnings (Note 20)
Legal reserve
Special reserve
Cash dividends
Unclaimed dividends extinguished by prescription
(Note 20)
Net profit for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended
December 31, 2024 (Note 20)
Total comprehensive income (loss) for the year ended
December 31, 2024
BALANCE AT DECEMBER 31, 2024		 Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Non-controlling
Total
Interests
$ 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
-
-
-
-
(3,942,044)
-
135
-
8,382,485
216
2,310,759
-
10,693,244
216
$ 50,296,047
$ 8,047
 Total Equity
$ 42,170,380
-
-
(3,915,764)
1,499
6,061,899
(765,471)
5,296,428
-
43,552,543
-
-
(3,942,044)
135
8,382,701
2,310,759
10,693,460
$ 50,304,094
Share Capital
Capital Surplus
$ 5,256,059
$ 333,778
-
-
-
-
-
-
-
1,499
-
-
-
-
-
-
-
-
5,256,059
335,277
-
-
-
-
-
-
-
135
-
-
-
-
-
-
$ 5,256,059
$ 335,412		 Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 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
606,252
-
(606,252)
-
766,205
(766,205)
-
-
(3,942,044)
-
-
-
-
-
8,382,485
-
-
7,913
-
-
8,390,398
$ 8,141,424
$ 2,988,030
$ 34,260,306		 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
$ (2,095,642)
$ (126,183)
-
-
-
-
-
-
-
-
-
-
(766,136)
2,070
(766,136)
2,070
-
(2,139)
(2,861,778)
(126,252)
-
-
-
-
-
-
-
-
-
-
2,302,846
-
2,302,846
-
$ (558,932)
$ (126,252)

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

-17-

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized (gain reversed) on trade receivables
Net gain 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
Gain on disposals of intangible assets
Impairment loss recognized on non-financial assets
Reversal of impairment loss recognized on non-financial assets
Unrealized foreign exchange (gain) loss
Gain from bargain purchase
Changes in operating assets and liabilities:
Financial assets mandatorily classified as 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
Proceeds from disposal of financial assets at amortized cost		 2024
$ 10,996,489
4,616,000
21,519
8,508
(66,347)
164,027
(1,079,558)
(9,826)
(2)
140,081
(414,885)
(64,054)
-
75,595
(27,243)
(2,311,433)
149
(374,700)
(85,504)
(114,705)
6,749
(34,496)
235,741
823,122
1,331,755
93,423
(17,577)
(13,147)
13,899,681
1,294,685
(163,740)
(3,579,852)
11,450,774
-
(1,000,000)
2,202,094		 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)
-
(Continued)

-18-

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Net cash inflow from acquisitions of subsidiaries
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Payments for intangible assets
Proceeds from disposal of intangible assets
Payments for right-of-use assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Decrease in other borrowings
Proceeds from guarantee deposits received
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 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		 2024
-
(2,315,989)
17,561
359
(7,696)
6
(375,522)
(1,479,187)
1,035,590
-
-
36,685
-
(17,228)
(3,942,044)
(2,886,997)
1,198,079
8,282,669
20,631,569
$ 28,914,238		 2023
268,592
(3,336,559)
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

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

(Concluded)

-19-

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-21-

-22-

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TRIPOD TECHNOLOGY CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
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
Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 27)
Financial assets at amortized cost - non-current (Notes 4, 8 and 27)
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		 2024
Amount
%
$ 356,606
1
12,000
-
22
-
2,365,678
3
651,233
1
28,620
-
2,258,398
3
-
-
434,360
1
61,975
-
5,297
-
6,174,189
9
26,228
-
1,000,000
1
60,168,916
85
1,264,284
2
24,624
-
2,959
-
2,237,663
3
56,082
-
64,780,756
91
$ 70,954,945
100
$ 6,040,900
8
4,453
-
125,585
-
957,132
1
3,317,178
5
4,299,044
6
1,117,424
2
76,537
-
11,116
-
47,591
-
15,996,960
22
4,599,972
7
13,396
-
45,535
-
3,035
-
4,661,938
7
20,658,898
29
5,256,059
7
335,412
1
8,141,424
12
2,988,030
4
34,260,306
48
45,389,760
64
(685,184)
(1)
50,296,047
71
$ 70,954,945
100		 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

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

-24-

TRIPOD TECHNOLOGY CORPORATION

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

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 loss (gain)
Total operating expenses
OTHER OPERATING INCOME AND EXPENSES
(Notes 4, 12 and 22)
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
(Notes 4, 22 and 28)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit of subsidiaries, associates and joint
ventures
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX FROM
CONTINUING OPERATIONS		 2024
Amount
%
$ 15,528,773
100
7,015,122
45
8,513,651
55
(278,644)
(2)
430,612
3
8,665,619
56
241,666
1
721,724
5
168,471
1
2,727
-
1,134,588
7
(140,081)
(1)
7,390,950
48
26,587
-
51,693
-
16,963
-
(98,391)
-
2,074,876
13
2,071,728
13
9,462,678
61		 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

(Continued)

-25-

TRIPOD TECHNOLOGY CORPORATION

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

INCOME TAX EXPENSE (Notes 4 and 23)
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 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 (loss) for the year,
net of income tax
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
EARNINGS PER SHARE (Note 24)
From continuing operations
Basic
Diluted		 2024
Amount
%
$ (1,080,193)
(7)
8,382,485
54
9,891
-
-
-
(1,978)
-
7,913
-
2,878,558
19
(575,712)
(4)
2,302,846
15
2,310,759
15
$ 10,693,244
69
$ 15.95
$ 15.85		 2023
Amount
%
$ (1,904,075)
(15)
6,061,791
48
(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
$

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

(Concluded)

-26-

TRIPOD TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2023
Appropriation of 2022 earnings (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
Appropriation of 2023 earnings (Note 20)
Legal reserve
Special reserve
Cash dividends
Unclaimed dividends extinguished by prescription (Note 20)
Net profit for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31, 2024 (Note 20)
Total comprehensive income (loss) for the year ended December 31, 2024
BALANCE AT DECEMBER 31, 2024
 Share Capital
Capital Surplus
$ 5,256,059
$ 333,778
-
-
-
-
-
-
-
1,499
-
-
-
-
-
-
-
-
5,256,059
335,277
-
-
-
-
-
-
-
135
-
-
-
-
-
-
$ 5,256,059
$ 335,412		 Retained Earnings
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 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
606,252
-
(606,252)
-
766,205
(766,205)
-
-
(3,942,044)
-
-
-
-
-
8,382,485
-
-
7,913
-
-
8,390,398
$ 8,141,424
$ 2,988,030
$ 34,260,306		 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
$ (2,095,642)
$ (126,183)
-
-
-
-
-
-
-
-
-
-
(766,136)
2,070
(766,136)
2,070
-
(2,139)
(2,861,778)
(126,252)
-
-
-
-
-
-
-
-
-
-
2,302,846
-
2,302,846
-
$ (558,932)
$ (126,252)
 Total Equity
$ 42,162,657
-
-
(3,915,764)
1,499
6,061,791
(765,471)
5,296,320
-
43,544,712
-
-
(3,942,044)
135
8,382,485
2,310,759
10,693,244
$ 50,296,047

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

-27-

TRIPOD TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized (gain reversed) on trade receivables
Net loss 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 loss on sales with subsidiaries, associates and joint
ventures
Realized gain on sales with subsidiaries, associates and joint
ventures
Unrealized foreign exchange loss (gain)
Gain from bargain purchase
Changes in operating assets and liabilities:
Financial assets mandatorily classified as 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		 2024
$ 9,462,678
202,128
2,482
2,727
16,804
98,391
(26,587)
(2,074,876)
(640)
140,081
(19,622)
278,644
(430,612)
1,095
-
(16,711)
601
(400,993)
172,051
8,523
850,725
(105,257)
(17,699)
5,081
(26,321)
(4,399)
1,958
236,553
208,736
(865,256)
18,732
(9,732)
(13,147)
7,696,138
15,616
(94,741)
(1,971,073)		 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)

(Continued)

-28-

TRIPOD TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

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
Net cash inflow from the acquisition of subsidiary
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Increase in other receivables from related parties
Decrease in other receivables from related parties
Payments for intangible assets
Net cash (used in) generated from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from guarantee deposits received
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 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		 2024
$ 5,645,940
-
(1,000,000)
-
(101,707)
1,143
-
(84)
-
(224)
(1,100,872)
733,700
-
1,000
-
(13,492)
(3,942,044)
(1,286,288)
(4,507,124)
3,820
41,764
314,842
$ 356,606		 2023
$ 5,167,180
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

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

(Concluded)

-29-

Attachment 7.3

-30-

Attachment 7.4

Tripod Technology Corporation 2024 Statement of Earning Distribution


Item
Initial undistributed earnings
Plus: The remeasurements of defined benefit plans
in retained earnings
Annual profits after tax
Less: Recognize annual legal reserve
Less: Reversal of special reserve in accordance with
relevant 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
25,869,907,465
7,912,741
8,382,484,993
839,039,773
(2,302,846,330)
35,724,111,756
35,724,111,756
5,413,740,749
30,310,371,007

Note: Prioritized distributed earnings of 2024 under the provisions of Income Act

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

  • 31 -

Attachment 7.5

Tripod Technology Corporation

Comparative Table of Proposed Amendments to the Articles of Association

(Translation)

Before Amendment After Amendment Note Article 32 Article 32 1. In accordance with For any profits earned by the Company For any profits earned by the Company amendments per annually, the Company should allot no annually, the Company should allot no 13 Nov. 2024 less than 3% of the profits to be less than 3% of the profits to be Public employee compensation whereas the employee compensation (no less than Announcement board of directors meeting will make a 20% of the employee compensation Taiwan-Stockresolution to issue the amount in shares should be allocated for the Listing-Ior cash, with the issued targets include compensation distributions of the 1130021771 of the subordinating employees meeting Company’s non-executive employees) Taiwan Stock certain conditions; the aforementioned whereas the board of directors meeting Exchange amount of profits of the Company is will make a resolution to issue the Corporation. resolved by the board meeting to allot amount in shares or cash, with the 2. In accordance with no more than 1% as director issued targets include subordinating the recordation compensation. Proposals for both types employees meeting certain conditions; and FAQs per 8 of compensation should be reported to the aforementioned amount of profits of Nov. 2024 Letter the shareholders’ meeting. However, the Company is resolved by the board No. Financialshould the Company have accumulated meeting to allot no more than 1% as Supervisorylosses, retained amount to cover the director compensation. Proposals for Securitieslosses should be prescribed before both types of compensation should be Corporateallotting both types of compensation reported to the shareholders’ meeting. 1130385442 of the according to the percentages described However, should the Company have Financial in the preceding paragraph. accumulated losses, retained amount to Supervisory cover the losses should be prescribed Commission, before allotting both types of public companies compensation according to the shall complete the percentages described in the preceding amendments of paragraph. Articles of Association pursuant to paragraphs 6 of Article 14 of the Securities and Exchange Act no later than the shareholders’ meeting in 2025. Article 35 Article 35 To add the date of (Omitted) (Omitted) The 29th amendment was made on 18 The 29th amendment was made on 18 amendment. June, 2024. June, 2024. The 30th amendment was made on 29 May, 2025.

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Appendix 8.1

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. 2.1 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 I101070 Agriculture, Forestry, Fishing and Livestock Consulting 2.33 I199990 Other Consulting Service. 2.34 I301010 Information Software Services. 2.35 I301020 Data Processing Services. 2.36 I301030 Electronic Information Supply Services. 2.37 I501010 Product Designing. 2.38 I503010 Landscape and Interior Designing. 2.39 IF04010 Non-destructive Testing 2.40 IG01010 Biotechnology Services. 2.41 IG02010 Research and Development Service. 2.42 IG03010 Energy Technical Services 2.43 IZ99990 Other Industrial and Commercial Services

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

2.44 J101050 Environmental Testing Services

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  • 2.45 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.

  • 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

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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.

  • 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.

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  • Article 22: Should the term ends for directors and reelection takes longer than expected, the term may be prolonged until reelected director inaugurates.

  • 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

  • 36 -

prescribed before allotting both types of compensation according to the percentages described in the preceding paragraph.

  • 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. The twenty-ninth amendment occurred on June 18th, 2024.

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Appendix 8.2

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:

  1. For physical shareholders meetings, to be distributed on-site at the meeting.

  2. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.

  3. 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:

  1. How shareholders attend the virtual meeting and exercise their rights.

  2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

  3. 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.

  4. B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.

  5. 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.

  6. D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

  7. 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.

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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.

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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.

  • 43 -

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.

  • 44 -

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

  • 45 -

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.

  • 46 -

Appendix 8.3

Employee and Board Director Compensation Information

  1. 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.

  1. 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
587,931,314
587,931,314		 0 None
Director
Compensation		 48,300,000 48,300,000 0
  • 47 -

Appendix 8.4

Tripod Technology Corporation

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

  1. The number of shares held by all board directors should be no less than 16,819,388. Up until the book closure date of March 31, 2025, the number of shares held by all directors was 25,845,647, conforming to the rules.

  2. The Company has an audit committee so that the ruled number of shares held by supervisors does not apply.

  3. Individual and Total Shareholding Status of Board Directors: (Base on the book closure date: March 31, 2025)

Title Name Inauguration
Date		 Term Number of Shares
held at
Inauguration
Number of Shares
held at Book
Closure Date
Chairperson Chiang-Chuang Wang June 18, 2024 3
Years		 7,022,532 7,022,532
Vice
Chairperson		 Yun Jie Investment Ltd.
Legal Person
Representative:
Cheng-DingWang
June 18, 2024		 3
Years		 630,000 630,000
Director Ching-Hsiu Hu June 18, 2024 3
Years		 6,325,713 6,325,713
Director Tsao-Kuei Hsu June 18, 2024 3
Years		 10,482,056 10,482,056
Director Yun An Investment
Ltd.
Legal Person
Representative:
Jeng-MingWang		 June 18, 2024 3
Years		 630,000 630,000
Director Chao Sheng Investment
Co., Ltd.
Legal Person
Representative:
Chao-Wei Hu
June 18, 2024		 3
Years		 753,080 753,080
Independent
Director		 Hong-Cherng Wu June 18, 2024 3
Years		 0 0
Independent
Director		 Hsing-Cheng Tai June 18, 2024 3
Years		 2,266 2,266
Independent
Director		 Wei-Ping Tang June 18, 2024 3
Years		 0 0
Total Director Shares 25,845,647 25,845,647
  • 48 -

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