TXC — AGM Information 2024

Jun 14, 2024

TXC Corporation

Minutes of 2024 Annual General Shareholders' Meeting

(Translation)

Time: 9:30 a.m., May 28, 2024 (Tuesday)

Place: No.4, KungYeh 6[th] Rd., Pingzhen Industrial District, Taoyuan City (Meeting Room)

Type of Meeting: Hybrid Shareholders' Meeting (Adopt physical shareholders meeting and hold it hrough video-assisted method)

Video conferencing platform: Taiwan Depository & Clearing Corporation ’’eMeeting’’ (https://stockservices.tdcc.com.tw)

Total number of shares issued: 309,767,602

Attendant shares: 238,800,999 (including electronic voting 177,346,873 shares) accounted for 77.09% of total shares

Attendant directors:

Chairman: Lin, Wan-Shing

Director: Lin, Jin-Bao, Kuo, Ya-Ping, Huang, Hsiang-Lin, Hsu, Hsing-Hao, and Peng, Chih-Chiang

Independent Director: Tsai, Song-Qi, Su, Yan-Syue and Wang Chuan-Fen

In attendance : CPA : Hsieh, Ming-Chung at Deloitte & Touche Lawyer : Liu, Wen-Chung at LIU&CO.

Chairman : Lin, Wan-Shing Recorder : Chuang, Wan-Chun

1. Call Meeting to Order

2. Chairman's Address (Omitted)

3. Reported Matters

Reported Matter (1)

Subject： To report the business of 2023

Description：

1. The company's 2023 consolidated revenue was NT$10,850,402 thousand, a decrease of 17.61% over last year. Net income was NT$ 1,713,702 thousand, a decrease of 38.92% over last year.

2. Business report and related financial statements please refer to Appendix (1) and (3).

Summary of speech by shareholder account number 235522：

• What are the reasons for the decline in revenue and profits in 2023? What is the achievement rate of the target (budget) approved by the board meeting? Please explain the operating status and performance in 2024?

• Please explain the content of the third place production project? What impact will it have on the company’s revenue and profits?

• How is the company's internal control system implemented? Explain the functional objectives of the board of directors, improve information transparency and evaluate the implementation?

Summary of the Chairman's reply：

The decline in 2023 v.s. 2022 is 38.92%, mainly because 2022 business continued the recovery and resurgence of various industries from the 2021 epidemic. The market demand was strong, so it was considered a high base period. In fact, 2023 has various problems in the entire market, including the impact of geopolitics and many complex factors. The electronics industry was in recession in general, and our company's operations have achieved about 90% of our original budget, so I think the team has done their best. Looking forward to 2024, as shown in the financial report for the first quarter of 2024, YoY has grown by about 20% compared to last year. At present, according to the order situation and the development status of industry, the company is confident that it will try its best to make this year grow better than last year. This is something our team is working hard and confident about.

For the production in third place, due to the China-US trade war, we must first consider the stability of the supply chain. Currently, we have chosen to set up a factory in Indonesia, and expect mass production will begin in the third quarter of this year. The contribution to revenue is currently not obvious. But it is strategically necessary.

The company compiles operating indicators related to the internal control system and internal control management methods every year. Risk management and control must be timely and transparent. A general review of operation management is conducted every month. Each indicator will be presented, evaluated and discussed, and the information transparency is in line with expectations. In addition, for the performance of the board of directors reaching 95 points or above, the decision-making quality of the board of directors, the participation and commitment of board members include the performance of professional responsibilities, the establishment and implementation of various functional committees, Besides, the company was selected as Taiwan Best-in-Class 100 by the Taiwan Institute of Directors, it was enough to prove that the directors efforts and contributions.

Reported Matter (2)

Subject： Audit Committee’s review report

Description：

1. The company's 2023 financial Statements were reviewed by Audit Committee and audited by

independent auditors, Mr. Hsieh, Ming-Chung and Ms. Su, Yu-Shiou of Deloitte & Touche.

1. Request audit committee to read audit report and please refer to Appendix (2).

Summary of speech by shareholder account number 235522：

• The audit committee’s review report mentioned that the business report, financial statements and earnings distribution have been reviewed and found that there are no discrepancies. What are the review standards? Does the review report, financial statements and board of directors date all on the same day comply with legal requirements?

• How often does the audit committee meet with the internal audit division? What content is reviewed?

Summary of responses from the Chairman and relevant personnel designated by the Chairman：

Audit committee audits and related operations are conducted in accordance with relevant laws and regulations and are in compliance with legal requirements. The audit unit sends audit reports to the members of the audit committee every month, and reports tracking status to the audit committee every quarter. At the end of each year, based on the implementation results of the annual internal audit and internal control, an optimization plan is proposed and submitted to the audit committee for review.

Reported Matter (3)

Subject： To report 2023 employees’ profit sharing bonus and directors’ compensation

Description：

1. The company's 2023 pretax profit before deducting employees’ profit sharing bonus and directors’ compensation is NT$2,164,784,635 according to the Article 19 of Articles of Incorporation, the Board of Directors approved employees’ profit sharing bonus is NT$194,830,617 (9%) and directors’ compensation is NT$32,471,770 (1.5%) which are to be distributed in cash. The employees eligible to the employee’s remuneration include the full time employees of parent company and subsidiary.

2. There are no different from the expenses acknowledge of 2023.

Summary of speech by shareholder account number 235522：

• How is the ratio of employees’ profit sharing bonus and directors’ compensation determined? How is manager compensation determined?

Summary of the Chairman's reply：

The ratio of employees’ profit sharing bonus and directors’ compensation is set within the scope of the Articles of Incorporation and is approved by the board of directors when preparing the annual budget. It is mainly based on the industry environment, such as the electronics industry or high-tech related fields. In addition, the company's location is in Pingzhen, a little out of the way, it is actually difficult to recruit employees. I hope shareholders can understand that this ratio is reasonable. Directors' compensation, managers' compensation and employee compensation are reasonable compared with peers.

Reported Matter (4)

Subject：To report 2023 earnings distribution

Description：

1. The company's net profits for 2023 were NT$1,713,702,009. After the legal reserve and special reserve were allocated according to law and the undistributed profit at the beginning of the year was added, the amount of distributable surplus is NT$4,619,628,662. The company is planned to distribute Cash Dividends NT$1,393,910,640 (NT$4.5 per share) to shareholders. After distribution, the undistributed surplus will be NT$3,225,718,022.

2. According to distribution ratio, cash dividend was calculated up to dollar. Total amount of undistributed fractional shares would be recognized in non-operating income.

3. The total amount of common shares outstanding is subject to change and the ultimate cash dividend to be distributed to each common share will be adjusted accordingly should if convertible corporate bonds are converted into common shares or TXC subsequently buyback of company shares or transfer or

4. cancellation of treasury stock or capital increase by cash, a proposal shall be made at the shareholders' meeting to authorize the board of directors to handle related matters.

5. The base date of distribution of cash dividends, distribution date and related matters shall be determined by the chairman of the board of directors and handled with full authority.

6. The proposal of earnings distribution please refer to Appendix (4).

Summary of speech by shareholder account number 235522：

• How to decide the cash dividend of NT$4.5 per share?

Summary of the Chairman's reply：

The dividend policy is based on about 80% of the allocation ratio in the past ten years. It is mainly based on the company's capital expenditures for the current year or the next year (including factory expansion and investment in new technologies), which will be fine-tuned depending on the situation. However, we will strive to maintain the company's dividend policy to give back to shareholder.

4. Acknowledged Matters

Acknowledged Matter (1) Proposed by the Board of Directors

Subject： To accept 2023 Business Report and Financial Statements

Description：

1. 2023 business report, financial statements and earnings distribution please refer to Appendix (1), (3) and (4).

2. The above business report, financial statements and earnings distribution were approved by the board of directions and reviewed by the audit committee. The financial statements were audited by independent auditors Mr. Hsieh, Ming-Chung and Ms. Su, Yu-Shiou of Deloitte & Touche.

3. Please accept the aforementioned.

Summary of speech by shareholder account number 235522：

• Please explain the operating status of the subsidiaries. I think only 2-3 are profitable and the others are not doing well.

• Directors' compensation, president' compensation and vice president‘s compensation are included the bonuses and special expenses from the consolidated company. If the company declines, bonuses can still be collected. What are the payment standards?

Summary of the Chairman's reply：

Regarding the operations of related companies, subsidiaries that are basically in the manufacturing system are making money and growing steadily. A small number of non-manufacturing subsidiaries are in a state of loss due to their small scale and only administrative business. However, the overall relationship between the company and the company is still in a healthy state.

When the company's operations decline, the compensations and bonuses will inevitably decrease. The company's relevant the compensations and bonuses will be handled in accordance with relevant measures.

Resolution：

The subject is voting by poll and the result is: approval votes: 215,129,644 shares accounted for 90.19% of total shares, disapproval votes: 14,468 shares, abstention votes / no votes: 23,371,587 shares, invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.

5. Discussion Matters

Discussion Matter (1) Proposed by the Board of Directors

Subject：To remove the restriction of non-compete agreement of directors

Description：

1. In accordance with Article 209 of the Company Act “A director engaging, either for himself or on behalf of another person that are within the scope of the company's business, shall explain to the meeting of shareholders the essential details of such activities and secure its approval.”

2. For the restrictions of non-compete items for directors proposed to be approved at the 2024 Annual Shareholders’ Meeting of are as follows:

Title	Name	The Restrictions of Non-Compete Items	The Restrictions of Non-Compete Items
Director	Lin, Jin-Bao	GALLOPWAVE INC.	Juristic-person director representative
Independent Director	Su, Yan-Syue	UNIVERSAL CEMENT CORPORATION	Independent Director
Independent Director	Wang, Chuan-Fen	Lotus Pharmaceutical Co., Ltd.	Independent Director
		O-Bank Co., Ltd.	Independent Director

1. Please approve.

Resolution：

The subject is voting by poll and the result is: approval votes: 201,519,627 shares accounted for 84.48% of total shares, disapproval votes: 171,396 shares, abstention votes / no votes: 36,824,676 shares, invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.

Discussion Matter (2) Proposed by the Board of Directors

Subject：To issue Common Shares for Cash Capital Increase through Private Placement Description：

1. In order to cooperate with long-term operational development with introducing strategic partners, enriches working capital, strengthens the financial structure, and considers the cost of raising funds and the timeliness and convenience, the company plans to comply with the provisions of Article 43-6 of the Securities and Exchange Act.

At an appropriate time, the cash capital increase and the issuance of common shares in the form of private placement will be submitted to the shareholders' meeting to authorize the board of directors to decide based on the circumstances of the specific person and market conditions in the future. This will be conducted in batches (up to two batches) within one year from the date the shareholders' meeting resolves this private placement case.

1. The company’s cash capital increase and issuance of common shares by private placement are as follows:

(1) Private placement amount and number of shares: it is estimated that the total number of private placement common shares will not exceed 25,000,000 shares, with a par value of NT$10 per share. The actual number of shares issued will not exceed the estimated number of private placement shares approved by the shareholders' meeting, and will be submitted to the shareholders' meeting. The board of directors is authorized to handle the matter according to the circumstances of the specific person and market conditions in the future.

(2) Matters to be explained when conducting private placement of securities in accordance with Article 43-6 of the Securities and Exchange Act:

A 、 The basis and rationality for the privately placed common stock pricing:

The price of this private placement shall be no less than 80% of the higher of the following two reference prices before the company's pricing date:

(a) The simple arithmetic average of the closing prices of common shares calculated on one of 1, 3, and 5 business days before the pricing date, deducting the ex-rights of gratuitous allotment of shares and dividends, and adding back the stock price per share after adding back the right of ex-rights for capital reduction.

(b) The simple arithmetic average of the closing prices of common shares 30 business days before the pricing date, deducting the ex-rights and dividends of gratuitous share allotment, and adding back the stock price per share after adding back the anti-ex-rights of capital reduction.

The actual pricing date and the actual issuance price shall be within the range of not less than the majority of the resolution of the shareholders' meeting, and the board of directors is authorized to decide based on the circumstances of the specific person and market conditions in the future. The basis for setting the aforementioned private placement price complies with the provisions of “Directions for Public Companies Conducting Private Placements of Securities " and also considers that there are strict restrictions on the transfer time, objects and quantity of private placement common shares. Therefore, the setting of this private placement price should be reasonable.

B 、 Specific person selection method

(a) The method of applicant selection: The targets of this issuance of common shares are limited to specific persons who comply with the provisions of Article 43-6 of the Securities and Exchange Act and other relevant laws and regulations and relevant letters and explanations from the competent authorities. (b) The purpose, necessity and expected benefits of applicant selection: To strengthen the competitive advantage of the product market and coordinate with the company's future product planning, it is necessary to introduce strategic partners. Through strategic partner applicant, the operational competitiveness of the company's product market can be stabilized and strengthened.

(c) The relationship between the applicant and the company: The company has not yet decided on a specific applicant, and the selection of the actual applicant will be submitted to the shareholders' meeting to authorize the board of directors to decide in accordance with the above-mentioned laws.

C、Necessary reasons for conducting private placement

(a) The reason for not using public offering: In order to introduce strategic partners in response to the company's long-term development and to stabilize and strengthen the company's product market operation competitiveness, and considering that private placement targets, private placement methods are relatively quick and simple, such as issuing securities through raising, it may not be easy to obtain the required funds smoothly in the short term. It is planned to use private placement to increase cash capital and issue common stock to raise funds from specific people. By authorizing the board of directors to conduct private placement based on market conditions and in line with the company's actual needs, it will increase the company's flexibility and efficiency to raise capital. The restriction on the

transfer of privately-placed securities within three years will further ensure the long-term cooperative relationship between the company and its strategic partners.

(b) Private placement quota: within the quota of no more than 25,000,000 shares, it will be conducted in batches (up to two batches) within one year from the date of resolution of the shareholders' meeting. The actual fundraising quota is planned to be authorized by the board of directors based on the current market conditions, the actual needs of the company, and handle it by contacting a specific person.

(c) Manage the use of funds from the private placement and expected benefits: The funds raised this time will be used to meet the company's long-term operational development needs and to enrich working capital. It is expected to reduce the company's operating risks, strengthen its financial structure, improve future operating performance, and have positive benefits for shareholders' equity.

D 、 Rights and Obligations: The rights and obligations of this private placement of common shares are the same as the existing issued shares of the Company; however, in accordance with the provisions of the Securities and Exchange Law, unless certain circumstances are met, the company’s private placement of common shares within three years from the date of delivery, except in accordance with except for the transfer objects stipulated in Article 43-8 of the Act, the remaining assets may not be sold. Three years after the completion of this private placement of common shares from the date of delivery, the board of directors is authorized to decide based on the current situation whether to obtain a letter of consent from the Taiwan Stock Exchange for the issuance of listing standards in accordance with relevant regulations, and then submit the issuance procedures to the Financial Supervisory Commission, and apply for listing and trading.

E 、 After this private placement and the introduction of strategic partners, there will be no major changes in management rights.

F 、 This private placement of common shares will be conducted in batches (up to two batches) within one year from the date of submitting the resolution to the shareholders' meeting.

The main contents of the plan for private placement of common stock, including the actual number of private placement shares, the actual private placement price, and the selection of applicants, pricing date, record date, project items, use and status of funds, expected results and other related matters and so on, if changes are required due to approval by the competent authority or based on operational assessment or due to objective circumstances, it is proposed to the shareholders' meeting to authorize the board of directors to handle it with full authority.

G 、 In addition to the scope of authorization mentioned above, it is proposed that the shareholders' meeting authorize the chairman to sign, negotiate and change all contracts and documents related to the issuance of common shares through private placement on behalf of the company, and to handle all matters necessary for the company to issue common shares through private placement.

3. Please approve.

Summary of speech by shareholder account number 235522：

• Please explain when you can find a partner? What is the current working capital and financial structure? If need funds, why not keep a cash dividend of N$4.5 per share?

Summary of the Chairman's reply：

The company will continue to search for candidates after the resolution of the shareholders' meeting is passed, but no specific applicants have been contacted yet. The company’s debt ratio remains around 40%, and its accumulated undistributed earnings are more than NT$ 3 billion. However, expanding production in

third places and responding to future industrial development require a large investment, so it plans to use private placement to increase cash capital and issue common shares. The company still hopes to safeguard the rights and interests of shareholders and continue to maintain the payment of cash dividends

Summary of speech by shareholder account number 53490：

• Can the company directly disclose after-tax earnings when disclosing earnings in the future? Not the pretax earnings.

• Based on the current situation of the company, is there any way to paying dividends every six months?

Summary of the Chairman's reply：

Since a large portion of TXC Corporation’s business comes from its subsidiaries, the tax rates of each subsidiaries are different, including tax incentives and investment deductions, etc., which cannot be directly calculated based on the tax rate. The actual tax rate needs to be calculated, then the after-tax earnings could be disclosed. We will continue to pay attention to this issue.

According to the Company Act, earnings can be distributed more than once a year. If EPS is high in the future, we will work hard in this direction.

Resolution：

The subject is voting by poll and the result is: approval votes: 212,515,526 shares accounted for 89.09% of total shares, disapproval votes: 2,700,486 shares, abstention votes / no votes: 23,299,687 shares, invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.

Extemporary Motions

None

Meeting Adjourned

Time: 11:00 a.m., May 28, 2024

• Note 1: The minutes of annual general shareholders' meeting only state the gist of the meeting, and the detailed content is still subject to the audio and video records of the meeting.

• Note 2: The summary of the shareholders' speeches is recorded in the Chinese version of the minutes of the annual general shareholders' meeting. In the event of any inconsistency between the Chinese and English versions, the Chinese version shall prevail.

Appendix (1)

TXC Corporation Business Report

Looking back on 2023, it has been an eventful year. Major changes have taken place in global politics, military, economy, environment, and science and technology. The conflict between China and the United States continues to escalate, the Russia-Ukraine war has reached a stalemate, the Israeli-Palestinian war has broken out, interest rates have risen beyond expectations, and bank failures have triggered financial crises. Consumer demand is sluggish, global extreme temperatures have broken historical records, and ChatGPT artificial intelligence and new energy smart cars are blooming everywhere. Faced with various unfavorable factors in the general environment, all colleagues of TXC Corporation actively worked hard to comprehensively respond, exerted resilience and worked tirelessly to jointly create revenue and profit results that were ahead of the industry. Although the results for the whole year are not satisfactory, we are pleased because TXC Corporation is still full of healthy momentum and continues to move forward.

In 2023, TXC’s consolidated sales revenue was NT$10.850 billion, a decrease of 17.60% from the previous year's consolidated sales revenues of NT$13.170 billion; the net profit was NT$1.714 billion, compared with the previous year's net profit of NT$2.806 billion decreased by 38.92%; the basic earnings per share was NT$5.53, a decrease of 38.96% from the previous year's earnings per share of NT$9.06.

TXC Corporation’s various investments and global layout have gradually been put in place to show performance. The development and revenue share of new application markets such as 5G/WiFi/vehicle electronics/artificial intelligence have increased significantly. The subsidiaries TXC (NINGBO) and TXC (CHONGQING) continue to expand revenue and profit contribution. In addition, TETC CORP. NINGBO, which specializes in the automotive electronics market, has also successfully production. The wafer advanced manufacturing process of the PCF plant is steadily advancing, and new-generation products have begun to be provided to customers for preliminary verification in small quantities. The third-site production project has begun and will be officially mass-produced in the second half of 2024, providing stable strength for the group's long-term development and meeting the requirements of international customers. TXC Corporation’s automated smart manufacturing-related information and communication application systems and data analysis platforms have also been integrated and launched one after another to accelerate the company's smart transformation and improve operational performance.

ESG has also made great progress in 2023. The disclosure scope of the sustainability report has been expanded to include the NGB plant and CKG plant. The self-built solar power generation of the PCF plant has successfully completed operation and power supply. It has completed a CPPA contract with a private power supply provider to purchase renewable energy for a long time of 50 million kilowatt-hours. Crystal product series have completed ISO14067 product carbon footprint certification and ISO50001 energy management system certification, and at the same time started to build an energy management information system. So far, TXC Corporation has obtained three major net-zero carbon emission ESG-related certifications: ISO14064, ISO14067 and ISO50001, which not only conforms to world trends and international customer requirements, but also fully demonstrates the company's determination and commitment to sustainable development. These achievements have also been recognized by many domestic and foreign ESG corporate governance organizations such as the low-risk evaluation of Sustainalytics, was awarded the 2023 BSI ‘’Sustainability Leader Award’’, the 1.5°C recognized corporate seal by World Magazine, and the Taiwan Institute of Directors ‘’ Taiwan Best-in-Class 100’’ recognition.

With the restructuring of the global situation and game rules, the rapid development and proliferation of artificial intelligence, and the innovation of 5G/6G/WiFi next-generation communication technology, it has driven global industrial innovation and development of smarter, faster, more stable, and wider information and communication industrial equipment and solutions include supercomputing computers, high-speed transmission data centers, artificial intelligence computers and consumer electronics, mobile satellite communications, automotive electronics, consumer goods and industrial smart Internet of Things, etc. These applications will provide large and long-term stable demand for quartz frequency components. We are facing a great opportunity for the rapid development of the quartz industry. We must continue to accelerate smart transformation and advanced product technology development, strengthen management to improve the overall competitiveness of the organization, focus on AI, 5G+, and automotive electronics markets, and elevate corporate governance to a higher level. To provide all stakeholders with better and more valuable development opportunities, and strive to become a top enterprise with excellent performance and sustainable operation.

2024 is the first year for TXC Corporation to move forward into the new century. We will continue to work tirelessly, respond comprehensively, assess the situation, and work hard to be resilient to break through adversity and achieve greater success.

Chairman and CEO: Lin, Wan-Shing President : Kuo, Ya-Ping

Appendix (2)

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2023 business report, consolidated financial statements, the individual financial statements and proposal of earnings distribution, of which the consolidated financial statements and the individual financial statements have been audited by independent auditors Mr. Hsieh, Ming-Chung and Ms. Su, Yu-Shiou of Deloitte & Touche. The business report, consolidated financial statements, the individual financial statements and proposal of earnings distribution have been recognized by Audit Committee according to Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act. Pleas examine.

TXC Corporation 2024 Annual Shareholders’ Meeting

TXC Corporation Convener of the Audit Committee ： Yu, Shang-Wu

March 11, 2024

Appendix (3)

TXC Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors’ Report

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

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

Very truly yours,

TXC CORPORATION

By

==> picture [120 x 70] intentionally omitted <==

PETER LIN Chairman

March 11, 2024

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders TXC Corporation

Opinion

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

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2023 is stated as follows:

For the year ended December 31, 2023, the Group’s revenue was approximately 18% less compared to its revenue for the year ended December 31, 2022. In comparison with 2022, the revenue derived from specific customers increased; therefore, we considered the occurrence of revenue derived from specific customers as a key audit matter. For the accounting policy for revenue recognition, please refer to Note 4.

The key audit procedures that we performed included the following:

1. We obtained an understanding of and tested the appropriateness of the design and the implementation of internal control system that is related to revenue recognition.

2. We selected samples from the revenue details of specific customers, checked the sales orders, and delivery notes, and we confirmed the occurrence of the sales revenue.

Other Matter

We have audited the accompanying parent company only financial statements of TXC Corporation as of December 31, 2023 and 2022 on which we have issued an unmodified opinion.

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023, and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Ming-Chung Hsieh and Yu-Shiou Su.

Deloitte & Touche Taipei, Taiwan Republic of China

March 11, 2024

Notice to Readers

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

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

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 29) Financial assets at amortized cost - current (Notes 4 and 9) Notes receivable (Notes 4 and 10) Trade receivables (Notes 4 and 10) Trade receivables from related parties (Notes 4, 10 and 30) Finance lease receivables - current (Note 11) Other receivables (Note 4) Other receivables from related parties (Notes 4 and 30) Current tax assets (Notes 4 and 25) Inventories (Notes 4 and 11) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 29) Financial assets measured at amortized cost - non-current (Notes 4 and 9) Investments accounted for using equity method (Notes 4 and 14) Property, plant and equipment (Notes 4 and 15) Right-of-use assets (Notes 4 and 16) Investment properties (Notes 4 and 17) Other intangible assets (Note 4) Deferred tax assets (Notes 4 and 25) Finance lease receivables - non-current (Note 11) Prepayment for equipment Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 29) Contract liabilities - current (Notes 12 and 23) Trade payables Trade payables to related parties (Note 30) Other payables (Note 20) Other payables to related parties (Note 30) Current tax liabilities (Notes 4 and 25) Lease liabilities - current (Notes 4 and 16) Deferred revenue - current (Notes 20 and 27) Current portion of long-term liabilities (Note 18) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 19) Long-term borrowings (Note 18) Deferred tax liabilities (Notes 4 and 25) Lease liabilities - non-current (Notes 4 and 16) Deferred revenue - non-current (Notes 20 and 27) Net defined benefit liabilities - non-current (Notes 4 and 21) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT (Note 22) Share capital Ordinary shares Bond conversion entitlement certificates Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain on financial assets at fair value through other comprehensive income Total other equity Total equity TOTAL		2023 Amount % $ 4,204,269 22 619,050 3 99,349 1 87,571 - 3,159,403 17 8,377 - 4,052 - 32,041 - 1,193 - 17,525 - 2,469,993 13 109,199 1 10,812,022 57 375,757 2 199,107 1 446,126 3 5,770,331 31 196,240 1 540,242 3 50,795 - 67,308 - 6,741 - 348,019 2 9,689 - 8,010,355 43 $ 18,822,377 100 $ 241,618 1 18,323 - 40 - 1,414,958 8 970 - 1,101,594 6 1,989 - - - 5,958 - 39,565 - 1,875,612 10 67,648 - 4,768,275 25 - - 1,882,765 10 111,792 1 6,714 - 79,319 - 20,105 - 79,791 1 2,180,486 12 6,948,761 37 3,097,570 17 9 - 3,097,579 17 1,718,693 9 2,243,247 12 143,071 1 5,198,793 27 7,585,111 40 (582,706) (3) 54,939 - (527,767) (3) 11,873,616 63 $ 18,822,377 100		2022
				Amount % $ 4,222,610 21 417,450 2 351,977 2 32,125 - 3,514,781 18 9,851 - - - 65,288 - 643 - - - 2,699,721 14 98,005 - 11,412,451 57 662,533 4 - - 458,607 2 6,319,742 32 205,984 1 571,346 3 53,838 - 61,271 - - - 94,538 1 10,934 - 8,438,793 43 $ 19,851,244 100 $ 513,750 3 13,620 - 40 - 1,208,497 6 622 - 1,421,979 7 1,250 - 204,057 1 3,088 - 38,817 - 890,785 5 39,206 - 4,335,711 22 1,183,273 6 1,522,600 8 118,132 1 3,399 - 108,191 - 35,203 - 71,527 - 3,042,325 15 7,378,036 37 3,097,570 16 - - 3,097,570 16 1,709,979 9 1,946,812 10 - - 5,861,917 29 7,808,729 39 (450,523) (2) 307,453 1 (143,070) (1) 12,473,208 63 $ 19,851,244 100

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

TXC CORPORATION AND SUBSIDIARIES

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

SALES (Note 23) COST OF GOODS SOLD (Note 24) GROSS PROFIT OPERATING EXPENSES (Note 24) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss gain reversal of trade receivables Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income (Note 24) Other income (Note 24) Other gains and losses (Note 24) Finance costs (Note 24) Shares of profits of associates and joint ventures (Note 14) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 25) NET PROFIT FOR THE YEAR		2023 Amount % $ 10,850,402 100 (6,990,395) (65) 3,860,007 35 446,702 4 593,830 5 950,460 9 (6) - 1,990,986 18 1,869,021 17 77,204 1 163,029 2 7,038 - (57,619) (1) 4,573 - 194,225 2 2,063,246 19 (349,544) (3) 1,713,702 16		2022
				Amount % $ 13,169,688 100 (8,138,850) (62) 5,030,838 38 527,312 4 653,187 5 1,039,164 8 (39) - 2,219,624 17 2,811,214 21 27,435 - 173,762 1 392,657 3 (48,847) - 17,126 - 562,133 4 3,373,347 25 (567,843) (4) 2,805,504 21 (Continued)

TXC CORPORATION AND SUBSIDIARIES

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

OTHER COMPREHENSIVE (LOSS) INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized loss on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income of associates and join ventures accounted for using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of the other comprehensive (loss) income of associates and join ventures accounted for using the equity method Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 26) From continuing and discounted operations Basic Diluted		2023 Amount % $ 3,030 - (24,632) - 67 - (21,535) - (127,850) (2) (4,333) - (132,183) (2) (153,718) (2) $ 1,559,984 14 $ 5.53 $ 5.33		2022
				Amount % $ 11,609 - (902,903) (7) 231 - (891,063) (7) 106,056 1 3,000 - 109,056 1 (782,007) (6) $ 2,023,497 15 $ 9.06 $ 8.68
		$		$

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

(Concluded)

TXC CORPORATION AND SUBSIDIARIES

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

BALANCE AT JANUARY 1, 2022 Appropriation of 2021 earnings (Note 22) Legal reserve appropriated Special reserve Cash dividends distributed by the Company Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 Disposal of investments in equity instruments designated as at fair value through other comprehensive income Donation from shareholders Changes in capital surplus from investment in associates and joint ventures accounted for using the equity method BALANCE AT DECEMBER 31, 2022 Appropriation of 2022 earnings (Note 22) Legal reserve appropriated Special reserve Cash dividends distributed by the company Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax 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 Equity component of convertible bonds issued by the Company Donation from shareholders Changes in capital surplus from investment in associates and joint ventures accounted for using the equity method BALANCE AT DECEMBER 31, 2023		Equity Attributable to Owners of the Parent	Equity Attributable to Owners of the Parent	Others Unrealized Gain Exchange (Loss) on Differences on Financial Assets Translating the at Fair Value Financial Through Other Statements of Comprehensive Foreign Operations Income $ (559,579) $ 1,357,362 - - - - - - - - 109,056 (902,935) 109,056 (902,935) - (146,974) - - - - (450,523) 307,453 - - - - - - - - (132,183) (24,704) (132,183) (24,704) - (227,810) - - - - - - $ (582,706) $ 54,939	Total Equity $ 12,759,694 - - (2,323,178) 2,805,504 (782,007) 2,023,497 - 280 12,915 12,473,208 - - (2,168,299) 1,713,702 (153,718) 1,559,984 - 100 269 8,354 $ 11,873,616
	Shares (In Thousands) 309,757 - - - - - - - - - 309,757 - - - - - - - 1 - - 309,758	Share Capital Bond Conversion Entitlement Ordinary Shares Certificates Capital Surplus $ 3,097,570 $ - $ 1,696,784 - - - - - - - - - - - - - - - - - - - - - - - 280 - - 12,915 3,097,570 - 1,709,979 - - - - - - - - - - - - - - - - - - - - - - 9 91 - - 269 - - 8,354 $ 3,097,570 $ 9 $ 1,718,693	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 1,635,942 $ 346,761 $ 5,184,854 310,870 - (310,870) - (346,761) 346,761 - - (2,323,178) - - 2,805,504 - - 11,872 - - 2,817,376 - - 146,974 - - - - - - 1,946,812 - 5,861,917 296,435 - (296,435) - 143,071 (143,071) - - (2,168,299) - - 1,713,702 - - 3,169 - - 1,716,871 - - 227,810 - - - - - - - - - $ 2,243,247 $ 143,071 $ 5,198,793

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

TXC CORPORATION AND SUBSIDIARIES

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

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (reversed) recognized on trade receivables Net gain on fair value change of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of associates and joint ventures Gain on disposal of property, plant and equipment Impairment losses recognized on property, plant and equipment Loss on disposal of non-current assets held for sale Write-down of inventories Gain on modifications of lease Changes in operating assets and liabilities Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets Contract liabilities - current Trade payables Trade payables to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities Deferred revenue Cash generated from operations Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets/liabilities at fair value through profit or loss	2023 $ 2,063,246 1,210,381 17,790 (6) (1,729) 57,619 (77,204) (12,561) (4,573) (1,527) 3,234 - 13,277 (7) (55,440) 355,433 1,474 33,728 (550) 216,970 (11,194) - 206,461 348 (317,731) 739 28,442 (11,310) (32,077) 3,683,233 (46,426) (583,324) 3,053,483 (204,378) -	2022 $ 3,373,347 1,225,810 22,825 (39) (3,869) 48,847 (27,435) (11,486) (17,126) (7,560) 1,749 249 18,949 - (27,446) 489,630 21,043 39,857 536 (265,192) 25,474 (10,774) (787,821) (1,518) (57,776) (2,245) 18,092 (12,074) 18,544 4,072,591 (37,852) (684,306) 3,350,433 - 334,526 (Continued)

TXC CORPORATION AND SUBSIDIARIES

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

Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of investments accounted for using the equity method Proceeds from disposal of non-current assets held for sale Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Payments for intangible assets Decrease in other non-current assets Decrease in finance lease receivables Increase in prepayment for equipment Interest received Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings Decrease in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds of guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid to owners of the company Other changes in capital surplus Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2023 $ (40,435) 299,306 - 38,095 - - (709,616) 39,386 (13,394) 1,245 4,367 (253,481) 76,843 32,686 (729,376) (255,733) - 1,704,099 (1,548,006) 8,264 (26,152) (2,168,299) 269 (2,285,558) (56,890) (18,341) 4,222,610 $ 4,204,269	2022 $ (25,359) 178,498 (63,561) - (11,185) 1,745 (1,242,411) 13,637 (23,748) 6,424 - - 27,338 29,090 (775,006) (68,615) (88,631) 914,867 (465,533) 1,037 (3,051) (2,323,178) 280 (2,032,824) 48,362 590,965 3,631,645 $ 4,222,610

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

(Concluded)

TXC Corporation

Parent Company Only Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders TXC Corporation

Opinion

We have audited the accompanying parent company only financial statements of TXC Corporation (the “Company”), which comprise the parent company only balance sheets as of December 31, 2023 and 2022, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “parent company only financial statements”).

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter identified in the Company’s financial statements for the year ended December 31, 2023 is stated as follows:

For the year ended December 31, 2023, the Company’s revenue was approximately 17% less compared to its revenue for the year ended December 31, 2022. In comparison with 2022, the revenue derived from specific customers increased; therefore, we considered the occurrence of revenue derived from specific customers as a key audit matter. For the accounting policy for revenue recognition, please refer to Note 4.

The key audit procedures that we performed included the following:

1. We obtained an understanding and tested the appropriateness of the design and the implementation of internal control system that is related to revenue recognition.

2. We selected samples from the revenue details of specific customers, checked the sales orders and delivery notes, and we confirmed the occurrence of the sales revenue.

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

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

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

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

1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Ming-Chung Hsieh and Yu-Shiou Su.

Deloitte & Touche Taipei, Taiwan Republic of China

March 11, 2024

Notice to Readers

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

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

TXC CORPORATION

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

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 26) Financial assets at amortized cost - current (Notes 4 and 9) Notes receivable (Notes 4 and 10) Trade receivables (Notes 4 and 10) Trade receivables from related parties (Notes 4, 10 and 27) Other receivables (Notes 4 and 10) Other receivables from related parties (Notes 4 and 27) Current tax assets (Notes 4 and 23) Inventories (Notes 4 and 11) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 26) Investments accounted for using equity method (Notes 4 and 12) Property, plant and equipment (Notes 4 and 13) Right-of-use assets (Notes 4 and 14) Investment properties (Notes 4 and 15) Intangible assets (Note 4) Deferred tax assets (Notes 4 and 23) Prepayment for equipment Refundable deposits Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 26) Trade payables Trade payables to related parties (Note 27) Other payables (Note 18) Other payables to related parties (Note 27) Current tax liabilities (Notes 4 and 23) Lease liabilities - current (Notes 4 and 14) Current portion of long-term liabilities (Note 16) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Notes 4 and 17) Long-term borrowings (Note 16) Deferred tax liabilities (Notes 4 and 23) Lease liabilities - non-current (Notes 4 and 14) Net defined benefit liabilities - non-current (Notes 4 and 19) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY (Note 20) Share capital Ordinary shares Bond conversion entitlement Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain on financial assets at fair value through other comprehensive income Total other equity Total equity TOTAL		2023 Amount % $ 1,972,837 11 - - 75,342 1 - - 2,548,323 14 219,990 1 26,341 - 7,828 - 74,030 1 1,466,069 8 14,911 - 6,405,671 36 171,335 1 8,221,696 46 2,582,189 15 3,867 - 17,225 - 13,593 - 47,746 - 259,225 2 2,566 - 11,319,442 64 $ 17,725,113 100 $ 18,323 - 506,797 3 1,074,959 6 625,593 4 1,869 - - - 2,270 - 1,829,907 10 30,333 - 4,090,051 23 - - 1,652,667 9 77,493 1 1,631 - 20,105 - 9,550 - 1,761,446 10 5,851,497 33 3,097,570 17 9 - 3,097,579 17 1,718,693 10 2,243,247 13 143,071 1 5,198,793 29 7,585,111 43 (582,706) (3) 54,939 - (527,767) (3) 11,873,616 67 $ 17,725,113 100		2022
				Amount % $ 2,375,033 13 20,350 - 52,213 1 535 - 2,976,981 16 214,000 1 18,059 - 370 - - - 1,471,204 8 9,797 - 7,138,542 39 475,292 3 7,750,691 42 2,891,305 16 4,637 - 18,589 - 17,795 - 42,852 - 83,784 - 2,566 - 11,287,511 61 $ 18,426,053 100 $ 13,620 - 430,715 2 931,578 5 867,361 5 1,364 - 235,808 1 3,088 - 656,087 4 20,664 - 3,160,285 17 1,183,273 6 1,483,420 8 79,518 1 1,596 - 35,203 - 9,550 - 2,792,560 15 5,952,845 32 3,097,570 17 - - 3,097,570 17 1,709,979 9 1,946,812 11 - - 5,861,917 32 7,808,729 43 (450,523) (3) 307,453 2 (143,070) (1) 12,473,208 68 $ 18,426,053 100

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

TXC CORPORATION

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

SALES (Note 21) COST OF GOODS SOLD (Notes 11 and 22) GROSS PROFIT UNREALIZED GAIN ON ASSOCIATES/AND JOINT VENTURES REALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES/AND JOINT VENTURES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 4 and 22) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit gain Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income (Note 22) Other income (Notes 4 and 22) Other gains and losses (Note 22) Finance costs (Notes 4 and 22) Share of profit of associates and joint ventures (Note 12) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 23) NET PROFIT FOR THE YEAR		2023 Amount % $ 8,802,818 100 6,791,972 77 2,010,846 23 (9,266) - 9,767 - 2,011,347 23 235,954 3 218,275 3 642,718 7 (6) - 1,096,941 13 914,406 10 38,868 1 26,055 - 11,296 - (37,349) - 984,206 11 1,023,076 12 1,937,482 22 223,780 2 1,713,702 20		2022
				Amount % $ 10,596,932 100 7,414,935 70 3,181,997 30 (9,767) - 8,662 - 3,180,892 30 265,891 2 277,400 3 722,991 7 - - 1,266,282 12 1,914,610 18 12,075 - 36,439 - 344,928 3 (23,287) - 1,000,320 10 1,370,475 13 3,285,085 31 479,581 5 2,805,504 26 (Continued)

TXC CORPORATION

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

OTHER COMPREHENSIVE (LOSS) INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized loss on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income (loss) of associates and joint ventures accounted for using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of the other comprehensive (loss) income of associates and joint ventures accounted for using the equity method Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 24) From continuing and discontinued operations Basic Diluted		2023 Amount % $ 3,030 - (45,086) - 20,521 - (21,535) - (127,850) (2) (4,333) - (132,183) (2) (153,718) (2) $ 1,559,984 18 $ 5.53 $ 5.53		2022
				Amount % $ 11,609 - (853,288) (8) (49,384) - (891,063) (8) 106,056 1 3,000 - 109,056 1 (782,007) (7) $ 2,023,497 19 $ 9.06 $ 8.68
		$		$

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

(Concluded)

TXC CORPORATION

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

BALANCE AT JANUARY 1, 2022 Appropriation of 2021 earnings (Note 21) Legal reserve Special reserve Cash dividends distributed by the Company Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 Disposal of investments in equity instruments designated as at fair value through other comprehensive income Donations from shareholders Changes in capital surplus from investment in associates and joint ventures accounted for using the equity method BALANCE AT DECEMBER 31, 2022 Appropriation of 2022 earnings (Note 21) Legal reserve Special reserve Cash dividends distributed by the Company Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax 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 Convertible bond conversion Donations from shareholders Changes in capital surplus from investment in associates and joint ventures accounted for using the equity method BALANCE AT DECEMBER 31, 2023			Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company	Others Exchange Differences on Translating the Financial Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Statements of Comprehensive Foreign Operations Income $ (559,579 ) $ 1,357,362 - - - - - - - - 109,056 (902,935) 109,056 (902,935) - (146,974 ) - - - - (450,523 ) 307,453 - - - - - - - - (132,183) (24,704) (132,183) (24,704) - (227,810 ) - - - - - - $ (582,706) $ 54,939	Total Equity $ 12,759,694 - - (2,323,178 ) 2,805,504 (782,007) 2,023,497 - 280 12,915 12,473,208 - - (2,168,299 ) 1,713,702 (153,718) 1,559,984 - 100 269 8,354 $ 11,873,616
		Shares (In Thousands) 309,757 - - - - - - - - - 309,757 - - - - - - - 1 - - 309,758	Share Capital Bond Conversion Ordinary Share Entitlement Capital Surplus $ 3,097,570 $ - $ 1,696,784 - - - - - - - - - - - - - - - - - - - - - - - 280 - - 12,915 3,097,570 - 1,709,979 - - - - - - - - - - - - - - - - - - - - - - 9 91 - - 269 - - 8,354 $ 3,097,570 $ 9 $ 1,718,693		Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 1,635,942 $ 346,761 $ 5,184,854 310,870 - (310,870 ) - (346,761 ) 346,761 - - (2,323,178 ) - - 2,805,504 - - 11,872 - - 2,817,376 - - 146,974 - - - - - - 1,946,812 - 5,861,917 296,435 - (296,435 ) - 143,071 (143,071 ) - - (2,168,299 ) - - 1,713,702 - - 3,169 - - 1,716,871 - - 227,810 - - - - - - - - - $ 2,243,247 $ 143,071 $ 5,198,793

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

TXC CORPORATION

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

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss reversed 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 Dividend income Share of profit of associates and joint ventures Gain on disposal of property, plant and equipment Loss on disposal of non-current assets held for sale Write-down of inventories Unrealized gain on the transactions with subsidiaries, associates and joint ventures Realized gain on the transactions with subsidiaries, associates and joint ventures Gain on modifications of lease Changes in operating assets and liabilities: Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets Trade payables Trade payables to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities Cash generated from operations Interest paid Income taxes paid Net cash generated from operating activities	2023 $ 1,937,482 504,459 12,386 (6) 11,779 37,349 (38,868) (12,561) (984,206) (1,091) - 13,573 9,266 (9,767) (7) 541 428,658 (5,990) (7,801) (7,458) (8,438) (5,114) 76,082 143,381 (239,169) 505 9,669 (11,310) 1,853,344 (26,101) (541,295) 1,285,948	2022 $ 3,285,085 496,254 17,980 - 19,124 23,287 (12,075) (11,486) (1,000,320) (6,679) 249 17,468 9,767 (8,662) - 2,292 406,678 (53,345) 25,387 5 (143,760) 18,189 (177,181) (89,205) (75,696) (2,500) 7,732 (12,074) 2,736,514 (12,223) (551,369) 2,172,922 (Continued)

TXC CORPORATION

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

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Proceeds from disposal of non-current assets held for sale Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Payments for intangible assets Increase in prepayment for equipment Interest received Dividend received from associates Other dividends received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term borrowings Repayments of long-term borrowings Repayments of principle portion of lease liabilities Dividends paid to owners of the company Other changes in capital surplus Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2023 $ - 13,274 (40,435) 299,306 (23,083) - - (197,244) 4,393 (8,184) (175,441) 38,507 390,150 32,686 333,929 1,500,000 (1,350,753) (3,243) (2,168,299) 269 (2,022,026) (47) (402,196) 2,375,033 $ 1,972,837	2022 $ (26,157) - (25,359) 178,498 - 6,033 1,745 (535,481) 6,825 (20,585) - 11,978 353,760 29,090 (19,653) 700,000 (418,754) (3,052) (2,323,178) 280 (2,044,704) (4,525) 104,040 2,270,993 $ 2,375,033

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

(Concluded)

Appendix (4)

TXC Corporation 2023 Earnings Distribution

	Unit：NT$	Unit：NT$
	Amount
Item
	Sub-total	Sum
Beginning period undistributed profits	1,713,702,009 227,809,903 138,999 3,030,163	3,254,111,865 1,944,681,074 (194,468,107) (384,696,170) __ 4,619,628,662 (1,393,910,640) ___ 3,225,718,022
Net profit after tax for this year Disposal of investments in equity instruments designated as at fair value through other comprehensive income Adjusted retained earnings from investments accounted for using equity method Remeasurement of defined employee benefit plans to retained earnings
The amount of undistributed profits Setting aside 10% legal reserve The setting aside special reserve Profits available for distribution Distribution Item: Cash Dividends (NT$4.5 per share) End period of undistributed profits

Note: Allocation of 2023 undistributed profit shall be given priority for the above profit distribution.

Chairman: Lin, Wan-Shing Manager: Kuo, Ya-Ping Accounting Supervisor: Hong, Guan-Wen

Appendix (7)

TXC Corporation Shareholdings of All Directors

Record Date：March 30, 2024

Title	Name
		Holding Shares
Chairman	Lin, Wan-Shing	5,030,722
Director	Lin, Jin-Bao	5,897,263
Director	Kuo, Ya-Ping	308,000
Director	Chen Chueh, Shang-Hsin	298,212
Director	Huang, Hsiang-Lin	3,309,399
Director	Hsu, Hsing-Hao	3,006,352
Director	TLC Capital Co., LTD	1,977,991
Independent Director	Yu, Shang-Wu	0
Independent Director	Tsai, Song-Qi	0
Independent Director	Su, Yan-Syue	0
Independent Director	Wang, Chuan -Fen	0

Note:

1. TXC’s legal holding of all directors in number of shares are 12,390,704 shares.

2. The total shareholdings of all directors as of March 30, 2024 are 19,827,939 shares.