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TYNTEK AGM Information 2024

Aug 16, 2024

52074_rns_2024-08-16_7425bcfd-0fa1-4d9a-b5ab-1c1e98fbe57a.pdf

AGM Information

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Stock Code: 2426

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TYNTEK Corporation

2024 Regular Shareholders’ Meeting

Agenda Handbook

Date: 9:00 am, May 30, 2024 Venue: No. 15, Kezhong Rd., Zhunan Township, Miaoli County

Translation-In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

Contents

One. Meeting Procedure ....................................................................................................... 1 Two. Meeting Agenda ........................................................................................................... 2 I. Report Items ................................................................................................................. 3 II. Ratification Items ....................................................................................................... 3 III. Discussion Items ....................................................................................................... 4 IV. Elections .................................................................................................................... 4 V. Other Discussions ....................................................................................................... 7 VI. Extraordinary Motions .............................................................................................. 7 Three. Attachments ............................................................................................................... 8 I. Business Report ........................................................................................................... 8 II. Audit Committee’s Review Report .......................................................................... 12 III. Independent Auditors’ Report and Financial Statements ........................................ 13 IV. Table of 2023 earnings distribution ........................................................................ 36 V. Comparison Table of Amendments to the “Rules and Procedures of Shareholders’ Meeting” ........................................................................................................................ 37 VI. Comparison Table of Amendments to the “Handling Procedures for Acquisition and Disposal of Assets” ................................................................................................. 41 Four. Appendices ................................................................................................................. 44 I. Rules of Procedure for Shareholders’ Meeting .......................................................... 44 II. Articles of Incorporation .......................................................................................... 50 III. Shareholdings of All Directors ................................................................................ 58 IV. The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate ............................................................................................... 59 V. Regulations for Election of Directors ....................................................................... 60

One. Meeting Procedure

TYNTEK Corporation

2024 General Shareholders' Meeting Procedure

  • I. Call Meeting to Order

  • II. Chairman's Remarks

  • III. Report Items

  • IV. Ratification Items

  • V. Discussion Items

  • VI. Elections

  • VII. Other Discussions

  • VIII. Extraordinary Motions

  • IX. Adjournment

  • 1 -

Two. Meeting Agenda

TYNTEK Corporation

2024 Regular Shareholders' Meeting Agenda

  • I. Form of Shareholders’ Meeting: Physical

II. Time: 9:00 a.m., May 30, 2024

III. Venue: No. 15, Kezhong Rd., Zhunan Township, Miaoli County

  • IV. Attendants: All shareholders and equity representatives

  • V. Chairman: Chairman Chou Wen-Long

  • VI. Chairperson’s Remarks

VII. Report Items:

  • (I) 2023 Business Report.

  • (II) The Audit Committee’s Review Report on the 2023 financial statements.

(III) Report on the 2023 employee remuneration and director remuneration distribution

  • proposal.

(IV) Other Reports: Report on 2023 cash dividend distribution.

  • VIII. Ratifications Items:

  • (I) 2023 Business Report and financial statements.

  • (II) 2023 earnings distribution

  • IX. Discussion Items:

  • (I) Amendment to the “Rules of Procedure for Shareholders’ Meetings.”

  • (II) Amendment to the “Handling Procedures for Acquisition and Disposal of Assets.”

X. Elections: Election of 14th Term of Directors (seven directors in total, including three

Independent Directors)

XI. Other Discussions: Releasing New Directors and Their Representatives from Non-compete Restrictions.

XII. Extraordinary Motions

XIII. Adjournment

  • 2 -

Report Items

Proposal 1

Cause: 2023 Business Report.

Explanation: Please refer to Attachment 1, Page 8~11 of the Handbook for the 2023 Business Report.

Proposal 2

Cause: The Audit Committee’s Review Report on the 2023 financial statements.

Description: Please refer to Attachment 2, Page 12 of the Handbook for the Audit Committee’s Review Report.

Proposal 3

Cause: Report on the 2023 employee remuneration and director remuneration distribution proposal. Description: Pursuant to Articles 18 of the Articles of Incorporation, a loss was made in 2023, and thus no employee remuneration and director remuneration will be distributed.

Proposal 4

Cause: Other Reports

  • Description: Report on 2023 cash dividend distribution, pursuant to the Articles of Incorporation, the Board of Directors was authorized by the Company to distribute earnings in cash after the end of the year. The Board of Directors resolved on February 21, 2024 to approve the 2023 cash dividend of NT$60,124,450, or NT$0.2 per share.

Ratification Items

Proposal 1 Proposed by the board of directors

Cause: The 2023 Business Report and financial statements are submitted for ratification.

  • Explanation: I. The Company’s 2023 Business Report and financial statements have been approved upon the resolution of the board of directors on February 21, 2024; the financial statements have been audited by Welson Fang, CPA and Gordon Chen, CPA of Deloitte Taiwan. The aforesaid settlement books and statements have been submitted to and audited by the Audit Committee, with the Audit Report presented.

  • II. Please refer to page 8~11 Attachment 1 and page 13~35, Attachments 3 of this handbook for the 2023 Business Report, Independent Auditors’ Report and financial statements.

III. Please ratify.

Resolution:

Proposal 2 Proposed by the board of directors

Cause: The proposal of 2023 earnings distribution is submitted for ratification.

  • 3 -

Description: I. The proposal has been approved upon the resolution of the board of directors on

February 21, 2024, and was submitted to and audited by the Audit Committee for reference.

II. Pursuant to Articles 18 of the Articles of Incorporation, no employee remuneration and director remuneration for 2023 will be distributed.

III.. For the 2023 earnings distribution table, please refer to Attachment 4 on page 36 of this handbook.

IV. Please ratify.

Resolution:

Discussion Items

Proposal 1 Proposed by the board of directors

Cause: The amendment to the Company’s “Rules and Procedures of Shareholders’ Meeting” is hereby submitted for discussion.

Description: To accommodate the March 6, 2023 announcement of the Financial Supervisory

  • Commission to amend the “Regulations Governing the Administration of Shareholder Services of Public Companies,” it is proposed to amend some provisions of the “Rules of Procedure for Shareholders’ Meetings.” Please refer to Attachments 5, Page 37~40 for the comparison table of the amendments for discussion.

Resolution:

Proposal 2 Proposed by the board of directors

Cause: The amendment to the Company’s “Handling Procedures for Acquisition and Disposal of Assets” is hereby submitted for discussion.

Description: To meet the operational needs, it is proposed to amend some provisions of the Asset

Acquisition and Disposal Procedures. Please refer to Attachments 6 on page 41~43 of the handbook for the table of the amendments for discussion.

Resolution:

Elections

Subject: Election of the Directors, 14th Term

Description: 1. The term of office of the directors of the 13th will be expire on July 1, 2024, will re-elect directors in this AGM in accordance with the law.

  • II. Pursuant to the Articles of Incorporation, seven directors will be elected (three independent directors included) in this AGM, and the term is from May 30 2024 to May 29, 2027. The terms of current directors end at the dismissal of this AGM.

  • III. The candidate nomination system is applied to the directors’ election. The list of candidates has been reviewed and approved by the Board of Directors. Shareholders shall elect directors from the candidate list. Please refer to the list of candidates, their education/industrial background, and their shareholding as following:

  • 4 -

IV. Please refer to Attachment 5 for the “Regulations for Election of Directors.”

V. Please elect

List of Director Candidates is as following:

Serial
No.
Name Gender Major
education/industrial
background
Current position Shareholding
(shares)
1 Chou,Wen-Long Male Bachelor, Department
of Physics, Tamkang
University
Vice President, Vitelic
(Hong Kong) Limited
Vice President,
TYNTEK
Corporation
President, TYNTEK
Corporation
Vice Chairman and
CSO of TYNTEK
Corporation
Chairman and CSO of TYNTEK Corporation
Chairman(Legal Representative), Long Benefit
Investment Co., Ltd.
Yuanmao Opto-electronic Technology (Wuhan)
Co., Ltd. Chairman(Legal Representative)
TEK Holding Co,Ltd. Chairman(Legal
Representative)
Chairman(Legal Representative), KEYWAY
Internatiion LLC
Director(Legal Representative),Keeper Technology
Co., Ltd.
166,813
2 Representative of
ENNOSTAR Inc.:
Su, Feng-Cheng
Male PhD, Materials
Engineering, State
University of New
York, USA
Executive Vice
President,
ENNOSTAR Inc.
Director of GCS
HOLDINGS, INC.
Director, DARWIN
PRECISIONS
CORPORATION
Chairman of Lextar
Electronics Corp.
Senior Vice President,
AUO Corporation
Executive Vice President, ENNOSTAR Inc.
Director(Legal Representative),Hexawave, Inc.
Director(Legal Representative)of Unikorn
Semiconductor Corporation
Director(Legal Representative)of GCS
HOLDINGS, INC.
Director(Legal Representative), WellyWave
Semiconductors Inc.
Director (Legal Representative),DARWIN
PRECISIONS CORPORATION
Director(Legal Representative)of TYNTEK
CORPORATION
23,799,000
3 Representative of
ENNOSTAR Inc.:
Li, Cun-Jhong
Male Master of Commerce,
University of
Berkeley
Vice President,
ENNOSTAR Inc.
Director of GCS
HOLDINGS, INC.
Director of
PROLIGHT OPTO
TECHNOLOGY
CORPORATION
Vice President, ENNOSTAR Inc.
Director of Yenrich Technology Corporation
(Legal Representative)
Director(Legal Representative)of PROLIGHT
OPTO TECHNOLOGY CORPORATION
Director(Legal Representative),Amengine
Corporation
Juristic Person Director(Legal Representative) of
Mainstream Lighting Co., Ltd.
Director(Legal Representative)of TYNTEK
CORPORATION
Juridical Person Director(Legal Representative) of
iReach Corporation
Director(Legal Representative),Puri
Optoelectronics (Xiamen) Co., Ltd.
Director(Legal Representative)of GCS
HOLDINGS, INC.
Director(Representative of (Legal Representative)of
Wellchip Microelectronics Technology (Jiangsu)
Co.,Ltd.
Same as above
4 Representative of
ENNOSTAR Inc.:
Lee, Jung-Huan
Male Bachelor, Department
of
Chemical
Engineering, Tamkang
University
Special
Assistant,
TYNTEK Corporation
President, Opto Tech
Corporation
President, TYNTEK Corporation
Director(Legal Representative)of TYNTEK
CORPORATION
Director(Legal Representative),Long Benefit
Investment Co., Ltd.
Yuanmao Opto-electronic Technology (Wuhan)
Co., Ltd. Director(Legal representative)
Same as above
  • 5 -

The candidate list of independent directors is as follows :

No. Name Gender Education/Experience Current Job No. of shares
held
1 Lin, Tsung-Yen Male Master in Law, College of Law,
National Chengchi University
M.B.A.
(Accounting),
Eastern
New Mexico University, U.S.A.
Partner, Deloitte Touche Taiwan
Adjunct Lecturer, Department of
Accounting, Tunghai University,
AVP in Auditing, Deloitte &
Touche, Guam
Credit Analyst, Loan Department,
HSBC New York Branch
Credit Analyst, Department of
Trust, Cathay United Bank
Auditor, Audit Division, National
Taxation Bureau of Kaohsiung,
Ministry of Finance
Independent Director, TYNTEK
CORPORATION
Independent Director, Advanced
EnergySolution HoldingCo.,Ltd.

Chief Accountant, Lin Tsung Yen
Accounting Firm
0
2 Yew, Tri-Rung Female Ph.D., Department of Materials
Science and Engineering,
Massachusetts Institute of
Technology, USA
Distinguished Professor,
Materials Department, National
Tsing Hua University
Vice President of R&D,
Advanced Technology, UMC
Vice President of R&D, UMC
Consultant, UMC Capital
Independent Director, BenQ
Materials Corporation
Chief Technology Officer, Solar
Applied Materials Technology
Corp.
Distinguished Professor, Materials
Department, National Tsing Hua
University
Consultant, SEMI Taiwan - Women
in Tech
0
3 Yeh, Sheng-Fa Male Master, City University of Seattle
Chairman, Gallant Precision
Machining Co., Ltd
Chairman, Gallant Micro.
Machining CO., LTD.
Independent Director, Zhong
Yang Technology Co., Ltd
President, King Ultrasonic Co.,
Ltd.
Chairman, Walton Advanced
Engineering, Inc.
Independent Director, ACE
PILLAR Co., Ltd.
Chairman, SUNENGINE
CORPORATION LTD.
Chairman, Natsume Smartech
Co.,Ltd.
Director, Jin Join Rone Technology
Corporation Ltd.
Director, 3S Silicon Tech, Inc.
Director, King Ultrasonic Co., Ltd.
Director, Solomon Goldentek
Display Corp.
Director, SkyLine Technology Co.,
Ltd.
Director,Favite,Inc.
0

Voting Results:

  • 6 -

Other Discussions

Cause: Please discuss the proposal of lifting the non-competition restriction on the new directors and their representatives

Description: Pursuant to Article 209 of the Company Act, the board of director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

Resolution:

Extraordinary Motions

Adjournment

  • 7 -

Three. Attachments

[Attachment 1]

TYNTEK Corporation Business Report

Looking back on 2023, the recovery expected by the market after the lifting of COVID-19 lockdowns fell short. Regional wars and geopolitics continued to intensify, and major international economies faced inflation, rising unemployment, and real estate crisis. Various negative signals resulted in weak demand. This resulted in a decrease of 2023 revenue by 6.28% from 2022 and 2023 operating income decreased by NT$180,662 thousand from 2022. Looking to the next year, the Company will work with suppliers and customers to maintain the flexibility of the supply chain, to face market fluctuations and maintain profit growth. Business performance and operations of the Company in 2023 are compared with the ones in 2022 as described in the following respectively:

(I) Implementation results of the 2023 business plan

Unit: NTD thousand

Unit: NTD thousand
Item 2022 2023 Percentage difference %
Net sales amount 2,419,509
2,267,637

(151,872)

-6.28
Operating profit (loss) 37,437
(143,225)

(180,662)

-482.58
Net non-operating income (expense) (201,445)
(17,778)

183,667

-91.17
Net (loss) profit before tax (164,008)
(161,003)

3,005

-1.83
Income tax expense 20,415
(25,308)

(45,723)

-223.97
Net (loss) profit of the period (184,423)
(135,695)

48,728

-26.42
Basic earnings (loss) per share after tax (NT$) (0.60)
(0.44)

$0.16

-26.67

Note: The impacts of earnings per share and issuance of stock dividends have been included in the retrospective adjustment.

(II) Financial Revenue/Expenditure and Profitability Analysis

item 2022 2023
Financial structure (%) Debt to total assets ratio 26.42
27.47
Long-term capital to property, plant &
equipment ratio

247.46

231.14
Debt servicing capability (%) Current ratio 357.14
311.78
Quick ratio 262.74
228.01
Profitability (%) Return on asset -2.97
-2.30
Return on shareholders’ equity -4.34
-3.24
Net profit margin -7.62
-5.98
Earnings per share (EPS) (NT$) (0.60)
(0.44)

R&D status

The Company has always focused on the product R&D capability and with the continuous efforts over the past years, we have been able to develop and launch numerous outstanding new products, and have also been able to gain support from government agencies. In addition to stabilizing the existing

  • 8 -

Asian market, it is also actively expanding the European and North American markets to further extend the market share. To have better forward-looking and marketable products, the Company has been sparing no efforts in optical communication sensing components, the long wavelength sensing used in displays and consumer products, development of avalanche diodes (rangefinding by drones), and automotive optical coupling components (for the high speed industrial control of new energies), medical (blood oxygen and blood sugar), wearables and sensing components of precision control, and certain outcomes have been fruited. In addition, the Company is also active in the investment of relevant product application fields. With the rapid growth of the optoelectronic market, the application scope of various products continues to expand, and the market demand is increasing. To satisfy the market demand, the Company will continue to focus on the development of the following products:

  • A. High density semiconductor passive components

  • B. 6” wafer and high-sensitivity sensing PD

  • C. 6” wafer and high precision and power components

  • D. High power AlGaInP light emitting diodes

  • E. High speed communication photodiodes

  • F. Multiband photo detectors

  • G. DUV sensors

  • H. Substrates with electrostatic protection components

  • I. Flip-chip Zener diodes

  • J. Photo diode integrated circuit (PDIC)

  • K. Low-capacitance transient voltage suppressors (TVS)

  • L. High speed optical communication laser diodes

  • M. Vertical cavity surface emitting laser (VCSEL) diodes

  • N. GaN power device

  • O. Long wavelength sensing components

  • P. Infrared diodes for high-speed industrial control

  • Q. Point light source infrared diode

Future Operational Objectives

To achieve the business objectives of the present year, the Company will continue to make further improvement on the competitiveness in the marketing, R&D, manufacturing and management aspects. The key operating guidelines of 2024 are below:

  1. Cope with the overseas market growth, and actively expand the market share in the regions of Europe, U.S. And Japan.

  2. Enhance customized new product development, and improve profitability.

  3. Enhance material development source to diversify risks.

  4. Continue to increase production efficiency and to improve product quality in order to reduce cost.

  5. Continue to promote digital computerization and to increase work efficiency. Increase capital expenditures, continue to invest resources to promote ESG, improve the utilization efficiency of

  6. 9 -

energy and water resource, increase smart production, to achieve the goals of improving economic efficiency and environmental sustainable development, and create a win-win situation for customers, investors, and TYNTEK.

  1. Increase the sales weight of Si component products, thereby enhancing the profitability.

  2. Strengthen 6" wafer production capacity and increase product technology, and actively develop integrated power and protection components.

The forecast sales quantity of the Company is determined based on the environment of the industry and the supply and demand condition of the market along with the consideration of own production capacity and business development. The Company firmly believes that a complete production line is the essential factor supporting the sustainable operation of the Company. Based on such principle, the Company will continue to develop new products and to improve product quality, thereby achieving the goals of increasing customer satisfaction and maintaining excellent relationship with suppliers with best effort.

Important Production and Sale Policies

In 2024, the Company will continue to develop new products and new customer sources, and adjust the product structure in order to improve the overall gross profit margin. The Company will actively develop various products satisfying the market trend, to increase the Company's own technical level and understanding customer demands and market development trend effectively. The Company will also maintain good long-term cooperative relationships with material suppliers, to ensure the quality and sources of raw materials without concern. Moreover, to cope with the expansion of business, the Company will actively engage in the construction of complete international sales channels and logistics management, to cope with the business expansion, improve the technical support of products and aftersale service standards, to expand overseas markets continuously and to secure the domestic market, thereby increasing the market share of the Company’s products.

Future Development Strategy

  1. Short-term Business Development Plan:

  2. (1) Based on the currently existing business, continue to dedicate in the development of high frequency/high power products and various Si sensors and protection components. In addition, for different markets, develop sales method suitable to the local markets.

  3. (2) Continue to promote the rationalization and flexibility of the production process, in order to achieve harmony between production and sales, as well as to achieve the most optimal operating economic scale, implement quality management thoroughly and achieve the goal of Quality First with best effort. Increase automatic production efficiency and product yield rate, engineering research and development process systematization, thereby improving overall management quality.

  4. (3) To respond to market demands in new application fields, the Company continues to expand 5” and

  5. 10 -

    • 6” wafer production capacities and efficiency.
  6. (4) Coping with the slowdown of the pandemic, facing inflation, geopolitics, and information security issues, we will improve the control and responsive strategies for various emerging risks, with flexible adjustments.

  7. Long-term Business Development Plan:

  8. (1) In addition to continuing to improve quality and maintaining an excellent relationship with domestic and foreign giants in the industry, the Company aims to expand its market share as well as to establish complete sales channels globally and diverse business strategies.

  9. (2) Integrate various products of the Company and subsidiaries, and establish the operational development model with horizontal expansion and vertical integration, thereby increasing the overall competitiveness of the Company.

  10. (3) Continue research and development, maintain the leading position in manufacturing technologies, and improve OEM capability, thereby exploiting the Company’s advantage in the mass production economic scale.

TYNTEK Corporation

Chairman: Chou, Wen-Long

Manager: Lee, Jung-Huan

Accounting Supervisor: Li, Hsiao-Ping

  • 11 -

[Attachment 2]

TYNTEK Corporation Audit Committee’s Review Report

We have reviewed the Company's 2023 business report, consolidated financial statements, parent-company only financial statements, and earning distribution proposal prepared by the board of directors. The consolidated financial statements, parent-company only financial statements have been audited and attested by Su-Li Fang, CPA and Chen, Ming-Hui, CPA of Deloitte Taiwan, with the independent auditor's report issued. The aforementioned business report, consolidated financial statements, parent-company only financial statements, and earning distribution proposal have been reviewed and considered to be complied with relevant rules by the undersigned, the Audit Committee of TYNTEK Corporation. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Submitted to

2024 Regular Shareholders’ Meeting

TYNTEK Corporation Audit Committee

Convener: Liu, Yin-Fei

February 21, 2024

  • 12 -

[Attachment 3]

Independent AuditorsReport

To TYNTEK Corporation,

Audit opinion

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

In our opinion, based on our audit and other independent auditors' reports (please refer to the "Other Discussions" section), 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 for the years then ended, and its consolidated financial performance and its consolidated cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the 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 (FSC) of the Republic of China.

Basis for audit opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards in the Republic of China. Our responsibility under those standards is further described in the section of "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements". 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. Based on our audit results and the audit reports of other CPAs, we are of the opinion that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters refer to the most vital matters in our audit of the consolidated financial statements of the Group for the year ended December 31, 2023, based on our professional

  • 13 -

judgment. These matters were addressed in our audit of the consolidated financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.

Key audit matters of the consolidated financial statements of the Group for the year ended December 31, 2023, are stated as follows:

Sales recognition

The Group’s 2023 consolidated operating income was NT$2,267,637 thousand. Please refer to Notes 4 and 25 to the consolidated financial statements for the accounting policy and information related to revenue recognition. TYNTEK Corporation and its subsidiaries’ operating income is mainly from the sale of optoelectronic products. As it has many sales clients at home and abroad, the sales, in which transactions increased compared to the prior year, the companies with significant growth amounts are listed as a key audit matter for the year.

The main audit procedures we performed for said matter are as follows:

  1. Understand and test the effectiveness of the design and the implementation of the main internal control mechanism for the sales.

  2. Select samples randomly to check the receipts and payment status related to the sales, and inquire the existence of the transaction counterparties to verify the actual occurrence of the sales, and check whether there is any anomaly existing in the sales counterparties and the payment recipients.

Other Discussions

The Company has also prepared the parent company’s only financial statements for the years ended December 31, 2023, and 2022, for which we have issued an unqualified opinion.

Included in the aforementioned consolidated financial statements, some of the financial statements of the investees measured using the equity method have not been audited by us but by other CPAs. Therefore, in our opinions on the aforementioned consolidated financial statements, the above-mentioned investment balance of the investees using the equity method and the relevant share of profit and loss on the investees are recognized based on the audit report of other CPAs. As of December 31, 2023 and 2022, the balance of investment in the aforementioned investees using the equity method was NT$186,898 thousand and NT$165,874 thousand, respectively, accounting for 3.49% and 3.05% of the total consolidated assets, respectively, and the share of profit or loss on associates recognized using the equity method for the year ended December 31, 2023 and 2022 was NT$(2,071) thousand and NT$16,455 thousand, respectively, accounting for 1.29% and (10.03)% of the consolidated net income before tax, respectively.

Responsibilities of the management and the governing body for the consolidated financial

statements

14

The responsibilities of the management are to prepare the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS and IAS, as well as IFRIC and SIC interpretations endorsed and entered into effect by the FSC, and to maintain necessary internal control associated with the preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.

In preparing the consolidated financial statements, the management is responsible for assessing the ability of the Group in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Group or cease the operations without other viable alternatives.

The governing body of the Group (including the Audit Committee) is responsible for supervising the financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the consolidated financial statements, they are considered material.

We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards in the Republic of China. We also perform the following tasks:

  1. Identify and assess the risks of material misstatement arising from fraud or error within the consolidated financial statements; design and execute countermeasures in response to said risks, and obtain sufficient and appropriate audit evidence to provide a basis of our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.

  2. Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

15

  1. Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.

  2. Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the consolidated financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  3. Evaluate the overall presentation, structure, and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements adequately present the relevant transactions and events.

  4. Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Group, to express an opinion on the consolidated financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.

The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).

We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and Other Discussions that may possibly be regarded as detrimental to our independence (including relevant protective measures).

From the matters communicated with the governing body, we determined the key audit matters for the audit of the Group's consolidated financial statements for the year ended December 31, 2023. We have clearly indicated such matters in the auditors' report unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, we decided not to communicate over specific items in the auditors' report, for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

16

Deloitte Taiwan CPA: Fang, Su-Li CPA: Chen, Ming-Hui

The Financial Supervisory Commission R.O.C. Approved No. Jing-Guang-Zheng-Liu No. 0940161384

Securities and Futures Commission Approval Document No. Tai-Cai-Zeng-VI No. 0930128050

February 21, 2024

17

TYNTEK Corporation and Its Subsidiaries

Consolidated balance sheet

For the Years Ended December 31, 2023 and 2022

Code

1100
1110
1136
1150
1170
1180
1200
1220
130X
1410
1476
1479
11XX

1517
1535
1550
1600
1755
1780
1840
1915
1920
1980
1990
15XX
1XXX
Asset
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 32)
Financial assets at fair value through profit or loss -
current (Notes 7 and 32)
Financial assets at amortized cost - current (Notes
9, 32, and 34)
Notes receivable, net (Notes 10 and 32)
Accounts receivable, net (Notes 10 and 32)
Accounts receivable - related parties, net (Notes 10,
32 and 33)
Other receivables (Notes 10 and 31)
Current tax assets (Note 27)
Inventories (Note 11)
Prepayments (Notes 17 and 35)
Other financial assets (Notes 18, 32, and 34)
Other current assets (Note 18)
Total current assets
non-current assets
Financial assets at FVTOCI
-non-current (Note 8 and 32)
Financial assets at amortized cost - non-current
(Notes 9, 32, and 34)
Investments accounted for using equity method
(Note 13)
Property, plant and equipment (Notes 14, 34 and
35)
Right-of-use assets (Note 15)
Other intangible assets (Note 16)
Deferred tax assets (Note 27)
Pre-payments for equipment (Note 35)
Refundable deposits (Note 32)
Other financial asset- non-current (Notes 18)
Other non-current assets - others (Note 18)
Total non-current assets
Total assets
December 31, 2023
%
22
4
1
-
13
1
-
-
15
-
-

-
56
1
-
4
36
2
-
1
-
-
-

-
44
100
December 31, 2022
%
25
4
-
-
12
1
1
-
15
-
-

-
58
1
-
3
34
2
-
1
1
-
-

-
42
100
Code

2100
2120
2130
2150
2170
2180
2200
2230
2280
2320
2313
2399
21XX

2540
2550
2570
2580
2640
2630
2645
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
31XX
36XX

3XXX
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 19 and 32)
Financial liabilities at fair value through profit or loss
- current (Notes 7 and 32)
Contract liabilities - Current (Note 25)
Notes payable (Notes 20 and 32)
Accounts payable (Notes 20 and 32)
Accounts payable - related parties (Notes 20, 32, and
33)
Other payables (Notes 21, 32, and 33)
Current tax liabilities (Note 27)
Lease liabilities - current (Notes 15 and 32)
Current portion of long-term borrowings (Notes 19
and 32)
Deferred revenue (Notes 21, 29, and 32)
Other current liabilities (Note 21)
Total current liabilities
non-current liabilities
Long-term borrowings (Notes 19 and 32)
Provisions - non-current (Note 22)
Deferred tax liabilities (Note 27)
Lease liabilities - non-current (Notes 15 and 32)
Defined benefit liability - non-current (Note 23
Long-term deferred income (Notes 19, 29, and 32)
Guarantee deposits received (Note 32)
Total non-current liabilities
Total liabilities
Equity attributable to owners of the company (Note 24)
Ordinary shares
Capital surplus
Retained earnings
Statutory reserves
Special reserves
undistributed earnings
Total retained earnings
Other equities
Total equity attributable to owners of the
company
Non-controlling interests (Notes 12 and 24)
Total equity
TOTAL LIABILITIES AND EQUITY
December 31, 2023
%
2
-
-
-
8
-
4
-
-
4
-

-
18
7
-
-
2
-
-

-

9
27
56

5
5
1

6
12
(
1)
72

1
73
100
Unit: NTD thousand
December 31,2022
Unit: NTD thousand
December 31,2022
Amount
$ 1,189,849

221,471
48,439
15,145
672,249

39,125
11,609
1,370
783,230

26,156
2,511
1,314

3,012,468

61,327
-
186,898
1,896,813

95,719
12,431
51,772
17,446
3,406
4,506
7,793

2,338,111

$ 5,350,579
Amount
$ 1,342,144

218,194
1,000
21,574
622,998

35,281
66,629
-
811,589

18,653
1,003
2,063

3,141,128

45,417
6,665
192,780
1,838,843

92,567
6,762
35,469
60,514
3,410
-
6,463

2,288,890

$ 5,430,018
Amount
$ 108,410
-
520
4,169
394,922
7,560
209,445
-
9,793
207,799
9,746
13,843

966,207

381,442
19,894
525
85,614
15,063
694
333

503,565

1,469,772

3,006,223

245,261

286,048
46,381
291,768

624,197


37,235)

3,838,446

42,361

3,880,807

$ 5,350,579
Amount
$ 108,429
344
477
6,492
312,233
1,705
233,773
35,945
9,053
146,195
11,375
13,512

879,533

431,092
18,444
2,655
82,612
18,862
846
393

554,904

1,434,437

3,006,223

243,873

286,048
37,523
432,801

756,372


46,383)

3,960,085

35,496

3,995,581

$ 5,430,018
%




















(












(


2
-
-
-
6
-
4
1
-
3
-

-
16
8
-
-
2
-
-

-
10
26
55

5
5
1

8
14
(
1)
73

1
74
100

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

(With Deloitte & Touche review report dated February 21, 2024)

Chairman: Chou Wen-Long

Manager: Lee Jung-Huan

Accounting Supervisor: Li, Hsiao-Ping

18

TYNTEK Corporation and Its Subsidiaries

Consolidated Statements of Comprehensive Income

For the Year Ended December 31, 2023 and 2022

Unit: In Thousands of New Taiwan Dollars unless Loss per share in NTD

Code
4000
Operating revenues (Notes 25 and
33)
5000
Operating cost (Notes 11, 26, and
33)
5900
Gross income from operations

Operating expenses
6100
Selling and marketing
expenses (Notes 23 and
26)
6200
Administrative expenses
(Notes 23 and 26)
6300
Research and development
expense (Notes 23 and 26)
6450
Expected credit impairment
loss
6000
Total operating expenses
6500
Other income and expenses, net
(Note 26)
6900
Net operating (loss) profit

Non-operating income and
expense
7100
Interest revenue (Note 26)
7010
Other income (Notes 26 and
33)
7020
Other gains or losses (Notes
26 and 36)
7050
Financial costs (Note 26)

7060
Share of profit (loss) on
associates using the equity
method
7000
Total non-operating
income and expenses
7900
Net loss before tax

7950
Income tax income (expense)
(Note 27)
8200
Net income (loss) for this year
2023 %
100

90

10

2
8
6
-

16

-

6)

-
1

1 )

1 )
-

1)


7 )
1)

6)
2022
Amount
$ 2,267,637

2,035,398

232,239

45,406
181,450
148,004
1,155

376,015

551

143,225)

10,815
17,832

29,455 )

14,899 )
2,071)

17,778)


161,003 )
25,308)

135,695)
Amount
$ 2,419,509

2,032,905

386,604

41,767
166,179
141,652
-

349,598

431

37,437

4,564
41,128

255,340 )

12,862 )
21,065

201,445)


164,008 )
20,415

184,423)
%






(
(
(
(
(
(
(
(






(
(
(

(
(
(
(







(
(

(
(

(







(


(
(

(
100
84
16
1
7
6
-
14
-
2
-
2

11 )

-
1
8)

6 )
1
7)

(Continued on next page)

19

(Continued from previous page)

Code
Other comprehensive income
(Note 24)
8310
Items that will not be
reclassified subsequently
to profit or loss:
8311
Remeasurement of
defined benefit plans
8316
Unrealized gains
(losses) on
investments in equity
instruments at
FVTOCI
8349
Income tax relating to
items that will not be
reclassified
subsequently to profit
or loss (Note 27)
8360
Items that may be reclassified
subsequently to profit or
loss:
8361
Exchange Differences in
Translating the
Financial Statements
of Foreign Operations
8399
Income tax (expense)
income related to the
components of other
comprehensive
income (Note 27)
8300
Other comprehensive
income of the current
year (net amount after
tax)
8500
Total comprehensive income of
the current year
8600
Net loss attributable to:
8610
Owners of the company

8620
Non-controlling interests


8700
Total comprehensive income
attributable to:
8710
Owners of the company

8720
Non-controlling interests


Loss per share (Note 28)
9710
Basic

9810
Diluted
2023 %

-

-


-

-
-

-

6)


6 )
-

6)


6 )
-

6)


2022
Amount
$ 221 )
15,910

2,968 )

4,893 )
948

8,776

$ 126,919)

$ 131,954 )
3,741)

$ 135,695)

$ 123,027 )
3,892)

$ 126,919)

$ 0.44)
$ 0.44)
Amount
$ 8,030

33,159 )
5,963
4,121
812)

15,857)

$ 200,280)

$ 181,505 )
2,918)

$ 184,423)

$ 197,423 )
2,857)

$ 200,280)

$ 0.60)
$ 0.60)
%
(
(
(


(
(
(
(
(
(
(
(
(





(
(

(
(

(

(
(
(
(
(
(
(
(
(
(
(
(
(

(
(
(

(
(

(
-

1 )
-
-
-
1)
8)

8 )
-
8)

8 )
-
8)

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

(With Deloitte & Touche review report dated February 21, 2024)

Chairman: Chou Wen-Long Manager: Lee Jung-Huan

Accounting Supervisor: Li,

Hsiao-Ping

20

TYNTEK Corporation and Its Subsidiaries

Consolidated Statements of Changes Equity

For the Year Ended December 31, 2023 and 2022

Unit: In thousand of New Taiwan Dollars, Unless Stated Otherwise

Code
A1
Balance at January 1, 2022
Earning appropriation and distribution
for 2021
B1
Appropriated as statutory reserves
B17
Reversed special reserve
B5
Cash dividends to shareholders
C7
Changes in associates and joint
ventures accounted for using the
equity method
D1
Net loss of 2022
D3
2022 other comprehensive income after
tax
D5
2022 total comprehensive income

O1
Non-controlling interests

Z1
Balance at December 31, 2022
Earning appropriation and distribution
for 2022
B17
Reversed special reserve
C7
Changes in associates and joint
ventures accounted for using the
equity method
D1
Net loss of 2023
D3
2023 other comprehensive income after
tax
D5
2023 total comprehensive income

M7
Changes in ownership interests in
subsidiaries (Note 30)
O1
Non-controlling interests

Z1
Balance at December 31, 2023
Equityattributable to owners of the company Equityattributable to owners of the company Equityattributable to owners of the company Total
$ 4,457,896

-
-

300,622 )
234

181,505 )

15,918)


197,423)

-

3,960,085
-
145

131,954 )
8,927


123,027)

1,243

-

$ 3,838,446
Non-controlling
interests
$ 38,540

-
-

-

-
(
2,918 )

61

(
2,857)

(
187)

35,496

-
-
(
3,741 )
(
151)

(
3,892)

(
1,243 )

12,000

$ 42,361
Total equity
Share capital
Shares
(thousand)
Amount
300,621
$ 3,006,223


-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

300,621
3,006,223
-
-
-
-
-
-
-

-

-

-

-
-
-

-

300,621
$ 3,006,223
Capital surplus
$ 243,639

-
-
-
234
-

-


-


-

243,873
-
145
-

-


-

1,243

-

$ 245,261
Retained earnings Undistributed
earnings
$ 960,086

(
71,480 )

18,292
(
300,622 )
-
(
181,505 )

8,030

(
173,475)


-

432,801

(
8,858 )
-
(
131,954 )
(
221)

(
132,175)

-

-

$ 291,768
Other equities
Exchange
Differences in
Translating the
Financial
Statements of
Foreign
Operations
Unrealized gain
(loss) on
financial assets at
FVTOC
( $ 22,851 ) $ 416


-
-
-
-

-
-

-
-

-
-


3,248
(
27,196)


3,248
(
27,196)


-

-

(
19,603 ) (
26,780 )

-
-
-
-

-
-

(
3,794)

12,942

(
3,794)

12,942

-
-

-

-

($ 23,397)
($ 13,838)
Exchange
Differences in
Translating the
Financial
Statements of
Foreign
Operations
( $ 22,851 )

-
-

-
-

-

3,248


3,248


-

(
19,603 )

-
-

-
(
3,794)

(
3,794)

-

-

($ 23,397)
Shares
(thousand)
300,621


-
-
-
-
-
-

-

-

300,621

-
-
-
-

-

-
-

300,621
Statutory
reserves
$ 214,568

71,480
-

-
-
-
-

-

-

286,048
-
-
-
-

-

-
-

$ 286,048
Special reserve
$ 55,815

-

(
18,292 )
-

-
-


-


-


-

37,523
8,858

-
-


-


-

-

-

$ 46,381






























(







(

(
(

(

(
(
(
(

(






(


(
(

(

(
(

(



(

(
(
(
(


(

(



(

(
(
(
(
(
(


(
(
(
(
(

(

(


$ 4,496,436
-
-

300,622 )
234

184,423 )

15,857)

200,280)

187)
3,995,581
-
145

135,695 )
8,776

126,919)

-
12,000
$ 3,880,807

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

(With Deloitte & Touche review report dated February 21, 2024)

Chairman: Chou Wen-Long

Manager: Lee Jung-Huan

Accounting Supervisor: Li, Hsiao-Ping

21

TYNTEK Corporation and Its Subsidiaries

Consolidated Statements of Cash Flows

For the Year Ended December 31, 2023 and 2022

Unit: NTD thousand

Code
CASH FLOWS FROM OPERATING
ACTIVITIES
A10000
Net loss before tax of the current year

A20010
Adjustments for:
A20300
Expected credit impairment loss
A20100
Depreciation expense
A20200
Amortization expenses
A20400
Net loss on financial assets and
liabilities at FVTPL
A20900
Financial costs
A21200
Interest income

A21300
Dividend revenue

A22300
Share of profit or loss of associates
accounted for using equity
method
A22500
Gains on disposal of property,
plant and equipment
A23800
Losses on inventory valuation and
obsolescence losses
A24100
Unrealized net losses (gains) on
foreign currency exchange
A29900
Loss from disposal of subsidiary
A29900
Gains on lease modification
A30000
Changes in operating assets and
liabilities
A31130
Note receivable
A31150
Accounts receivable - related
parties
A31180
Other receivables

A31200
Inventories
A31230
Pre-payments

A31240
Other current assets
A32125
contract liability
A32130
Note payable

A32150
Accounts payable - related parties
A32180
Other payables

A32200
Provisions
A32230
Other current liabilities
A32240
Net defined benefit liability

A33000
Cash from operations
A33300
Interest paid

A33500
Income tax paid

AAAA
Net cash inflow from operating
activities
2023
( $ 161,003 )

1,155
307,562
2,411
39,160
14,899
(
10,815 )

(
9,169 )

2,070

(
551 )

706
5,308

66
-

6,429
(
67,886 )
(
2,112 )
27,653
(
8,833 )
749
43
(
2,323 )

89,339

(
28,586 )

1,450
331

(
4,020)

204,033
(
15,018 )

(
32,455)


156,560
2022
( $ 164,008 )
-
273,393
1,409
346,710
12,862
(
4,564 )
(
23,604 )
(
21,065 )
(
431 )
27,880
(
8,889 )
-
(
1 )
289
422,484
626
4,313
2,231
3,983
174
1,581
(
148,808 )
(
48,193 )
1,637
(
18,075 )
(
11,013)
650,921
(
12,115 )
(
8,694)

630,112

(Continued on next page)

  • 22 -

(Continued from previous page)

Code
Cash flows from investing activities
B00040
Acquisition of financial assets at
amortized cost
B00010
Acquisition of financial assets at
FVTOCI
B00050
Disposal of financial assets at amortized
cost
B00100
Purchase of financial assets at fair value
through profit or loss
B00200
Disposal of financial assets at FVTPL
B02700
Acquisition of property, plant and
equipment
B02800
Proceeds from disposal of property,
plant and equipment
B03700
Decrease (increase) in refundable
deposits
B04500
Acquisition of intangible assets

B06500
Decrease (increase) of other financial
assets
B07100
Decrease (increase) in pre-payments for
equipment
B07500
Interest received
B07600
Dividends received
B09900
Proceeds from disposal of right-of-use
assets
BBBB
Net cash outflows from investing
activities
Cash flows from financing activities
C00100
Increase in short-term borrowings
C00200
Decrease in short-term borrowings

C01600
Proceeds from long-term borrowings
C01700
Repayments of long-term borrowings

C03000
Decrease in guarantee deposits received
C04020
Repayment of the principal portion of
leases
C04500
Cash dividends distributed
C05000
Changes in non-controlling interests

CCCC
Net cash inflows from financing
activities
DDDD Effects of exchange rate changes on the
balance of cash held in foreign currencies
EEEE
Increase (decrease) in cash and equivalents

E00100 Balance of cash and cash equivalents at the
beginning of the year
2023
( $ 47,439 )

-

6,665
(
345,685 )

303,152
(
348,183 )

601
4

(
8,081 )

(
6,014 )
43,068

10,442
13,173

57,505

(
320,792)

340,384
(
337,766 )

169,813
(
159,640 )

(
60 )

(
14,816 )

-


12,000


9,915


2,022

(
152,295 )
1,342,144
2022
$ -
(
4,344 )
43,521
(
67,349 )
357,906
(
196,322 )
2,259
(
1,447 )
(
6,609 )
2,590
(
175,320 )
4,788
23,604

-
(
16,723)
276,647
(
332,522 )
80,060
(
141,863 )
(
4,152 )
(
9,540 )
(
300,622 )
(
187)
(
432,179)

15,552
196,762
1,145,382
  • 23 -

$ 1,189,849

$ 1,342,144

E00200 Balance of cash and cash equivalents at the end of the year

The accompanying notes are an integral part of the consolidated financial statements (With Deloitte & Touche review report dated February 21, 2024)

Chairman: Chou Wen-Long

Manager: Lee Jung-Huan

Accounting Supervisor: Li, Hsiao-Ping

  • 24 -

Independent AuditorsReport

To TYNTEK Corporation,

Audit opinion

We have reviewed the standalone balance sheet of TYNTEK Corporation (the “Company”) for the years ended December 31, 2023 and 2022 and the related standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies “(collectively referred to as the standalone financial statements)”.

In our opinion, based on our audit and the audit reports of other accountants (please refer to the "Miscellaneous" paragraph), the accompanying standalone financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 and for the years then ended, and its individual financial performance and its individual cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for audit opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards in the Republic of China. Our responsibility under those standards is further described in the section of "Auditor's Responsibilities for the Audit of the Parent-only Financial Statements". 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. Based on our audit results and the audit reports of other CPAs, we are of the opinion that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters refer to the most vital matters in our audit of the standalone financial statements of the Company for the year ended December 31, 2023 based on our professional judgment. These matters were addressed in our audit of the parent-only financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters. Key audit matters of the standalone financial statements of the Company for the year ended December 31, 2023 are stated as follows

Sales recognition

  • 25 -

The Company’s 2023 consolidated operating income was NT$2,003,883 thousand. Please refer to Notes 4 and 25 to the consolidated financial statements for the accounting policy and information related to revenue recognition. The Company’s operating income is mainly from the sale of optoelectronic products. As it has many sales clients at home and abroad, the sales, in which transactions increased compared to the prior year, the companies with significant growth amounts are listed as a key audit matter for the year.

The main audit procedures we performed for said matter are as follows:

  1. Understand and test the effectiveness of the design and the implementation of the main internal control mechanism for the sales.

  2. Select samples randomly to check the receipts and payment status related to the sales, and inquire the existence of the transaction counterparties to verify the actual occurrence of the sales, and check whether there is any anomaly existing in the sales counterparties and the payment recipients.

Other Discussions

Some of the investees included in the standalone financial statements using the equity method have not been audited by us but by other CPAs. Therefore, in the opinion we expressed about the standalone financial statements, the above-mentioned investees using the equity method and its relevant shares of profit or loss are recognized according to the audit report by other CPAs. As of December 31, 2023 and 2022, the balance of investment in the aforementioned investees using the equity method was NT$186,898 thousand and NT$165,874 thousand, accounting for 3.68% and 3.17% of the total assets, respectively, and the share of profit or loss on associates recognized using the equity method for the year ended December 31, 2023 and 2022 was NT$(2,071) thousand and NT$16,455 thousand, accounting for 1.41% and (10.16)% of the net income before tax.

Responsibilities of the management and the governing body for the parent-only financial statements

The responsibilities of the management are to prepare the parent-only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and to maintain necessary internal control associated with the preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.

In preparing the standalone financial statements, the management is responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.

26

The governing body of the Company (including the Audit Committee) is responsible for supervising the financial reporting process.

Auditor's responsibilities for the audit of the parent-only financial statements

Our objectives are to obtain reasonable assurance on whether the parent-only financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent-only financial statements, they are considered material.

We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards in the Republic of China. We also perform the following tasks:

  1. Identify and assess the risks of material misstatement arising from fraud or error within the parent-only financial statements; design and execute countermeasures in response to said risks, and obtain sufficient and appropriate audit evidence to provide a basis of our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.

  2. Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

  3. Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.

  4. Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent-only financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

27

  1. Evaluate the overall presentation, structure, and content of the parent-only financial statements (including relevant notes), and whether the parent-only financial statements adequately present the relevant transactions and events.

  2. Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Company, to express an opinion on the standalone financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company.

The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).

We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and Other Discussions that may possibly be regarded as detrimental to our independence (including relevant protective measures).

From the matters communicated with the governing body, we determined the key audit matters for the audit of the Company's standalone financial statements for the year ended December 31, 2023. We have clearly indicated such matters in the auditors' report unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, we decided not to communicate over specific items in the auditors' report, for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

Deloitte Taiwan CPA: Su-Li Fang

CPA: Chen, Ming-Hui

The Financial Supervisory Commission Securities and Futures Commission Approval R.O.C. Approved No. Document No. Jing-Guang-Zheng-Liu No. 0940161384 Tai-Cai-Zeng-VI No. 0930128050

Securities and Futures Commission Approval Document No.

February 21, 2024

28

TYNTEK Corporation

parent-only Balance Sheet

For the Years Ended December 31, 2023 and 2022

Code

1100
1110
1136
1150
1170
1180
1200
1210
1220
130X
1479
11XX

1517
1535
1550
1600
1755
1780
1840
1915
1990
15XX
1XXX
Asset
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and
30)
Financial assets at fair value through
profit or loss - current (Note 7 and 30)
Financial assets at amortized cost -
current (Note 9, 30, and 32)
Notes receivable, net (Notes 10 and 30)
Accounts receivable, net (Notes 10 and
30)
Accounts receivable - related parties, net
(Notes 10, 30, and 31)
Other receivables (Notes 10 and 30)
Other receivables - related parties (Notes
10, 30, and 31)
Current tax assets (Note 25)
Inventories (Note 11)
Other current assets (Note 16)
Total current assets
non-current assets
Financial assets at fair value through
profit or loss - non-current (Note 8 and
30)
Financial assets at amortized cost - non-
current (Notes 9, 30, and 32)
Investments accounted for using equity
method (Note 12)
Property, plant and equipment (Notes 13,
32, and 33)
Right-of-use assets (Note 14)
Intangible assets (Note 15)
Deferred tax assets (Note 25)
Prepayments for equipment (Note 33)
Other non-current assets (Note 16 and
30)
Total non-current assets
Total assets
December 31,2023
Amount
%
$ 1,126,430
22
18,383
1
6,239
-
334
-
608,278
12
39,221
1
11,535
-
8,016
-
952
-
606,889
12
17,112

-
2,443,389

48
50,698
1
-
-
682,406
14
1,735,243
34
80,246
2
12,334
-
47,675
1
17,446
-
2,710

-
2,628,758

52
$ 5,072,147
100
December 31,2023
Amount
%
$ 1,126,430
22
18,383
1
6,239
-
334
-
608,278
12
39,221
1
11,535
-
8,016
-
952
-
606,889
12
17,112

-
2,443,389

48
50,698
1
-
-
682,406
14
1,735,243
34
80,246
2
12,334
-
47,675
1
17,446
-
2,710

-
2,628,758

52
$ 5,072,147
100
March 31,2022 March 31,2022 %
24
-
-
-
11
1
-
-
-
14
-
50
1
-
14
31
2
-
1
1
-
50
100
Code

2100
2120
2150
2170
2180
2200
2230
2280
2320
2313
2399
21XX

2540
2550
2570
2580
2630
2640
2670
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3XXX
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 17 and 30)
Financial liabilities at fair value through
profit or loss - current (Note 7 and 30)
Notes payable (Notes 18 and 30)
Accounts payable (Notes 18 and 30)
Accounts payable to related parties
(Notes 18, 30, and 31)
Other payables (Notes 19 and 30)
Current tax liabilities (Note 25)
Lease liabilities - current (Notes 14 and
30)
Current portion of long-term borrowings
(Notes 17 and 30)
Unearned revenue (Notes 19, 27, and 30)
Other current liabilities (Note 19)
Total current liabilities
non-current liabilities
Long-term borrowings (Notes 17 and 30)
Provisions - non-current (Note 20)
Deferred tax liabilities (Note 25)
Lease liabilities - non-current (Notes 14
and 30)
Long-term deferred revenue (Notes 27
and 30)
Defined benefit liability - non-current
(Note 21)
Other non-current liabilities (Note 19 and
30)
Total non-current liabilities
Total liabilities
Equity (Note 22)
Ordinary shares
Capital surplus
Retained earnings
Statutory reserves
Special reserves
undistributed earnings
Total retained earnings
Other equities
Total equity
TOTAL LIABILITIES AND EQUITY
December 31,2023
Amount
%
$ 28,210
1
-
-
4
-
333,077
7
7,560
-
197,204
4
-
-
3,222
-
178,765
3
9,746
-
10,806

-
768,594

15
344,917
7
19,894
-
525
-
79,976
2
694
-
15,063
-
4,038

-
465,107

9
1,233,701

24
3,006,223

59
245,261

5
286,048
6
46,381
1
291,768

6
624,197

13

37,235)
(
1)
3,838,446

76
$ 5,072,147
100
December 31,2023
Amount
%
$ 28,210
1
-
-
4
-
333,077
7
7,560
-
197,204
4
-
-
3,222
-
178,765
3
9,746
-
10,806

-
768,594

15
344,917
7
19,894
-
525
-
79,976
2
694
-
15,063
-
4,038

-
465,107

9
1,233,701

24
3,006,223

59
245,261

5
286,048
6
46,381
1
291,768

6
624,197

13

37,235)
(
1)
3,838,446

76
$ 5,072,147
100
Unit: NTD thousand
December 31,2022
Unit: NTD thousand
December 31,2022
Unit: NTD thousand
December 31,2022
Amount
$ 1,126,430
18,383
6,239
334
608,278
39,221
11,535
8,016
952
606,889
17,112

2,443,389

50,698
-
682,406
1,735,243
80,246
12,334
47,675
17,446
2,710

2,628,758

$ 5,072,147
Amount
$ 1,232,790
24,248
-
615
580,928
35,296
7,949
8,014
-
715,679
9,771

2,615,290

35,857
6,665
741,050
1,651,585
82,174
6,708
35,469
60,488
1,603

2,621,599

$ 5,236,889
Amount
$ 28,210
-
4
333,077
7,560
197,204
-
3,222
178,765
9,746
10,806

768,594

344,917
19,894
525
79,976
694
15,063
4,038

465,107

1,233,701

3,006,223

245,261

286,048
46,381
291,768

624,197


37,235)

3,838,446

$ 5,072,147
Amount
$ 54,629
344
27
283,695
1,705
206,332
20,236
2,872
137,861
11,375
10,390

729,466

420,814
18,444
2,655
81,679
846
18,862
4,038

547,338

1,276,804

3,006,223

243,873

286,048
37,523
432,801

756,372


46,383)

3,960,085

$ 5,236,889
%




























(










(











(










(

1
-
-
6
-
4
-
-
3
-
-
14
8
-
-
2
-
-
-
10
24
57
5
6
1
8
15

1)
76
100

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

Chairman: Chou Wen-Long

Manager: Lee Jung-Huan

Accounting Supervisor: Li, Hsiao-Ping

29

TYNTEK Corporation

parent-only Statement of Comprehensive Income

For the Year Ended December 31, 2023 and 2022

Unit: NTD thousands; loss per share in NTD

Code
4000
Operating revenue (Notes 23 and
31)
5000
Operating cost (Notes 11, 24,
and 31)
5900
Gross income from operations

Operating expenses
6100
Selling and marketing
expenses (Notes 24)
6200
Administrative expenses
(Notes 24)
6300
Research and development
expense (Notes 24)
6000
Total operating
expenses
6550
Other income and expenses, net
(Note 24)
6900
Net operating (loss) profit

Non-operating income and
expense
7100
Interest revenue (Note 24
and 31)
7010
Other income (Notes 24 and
31)
7020
Other gains or losses (Note
24)
7050
Financial costs (Note 24)

7070
Share of profit or loss of
subsidiaries and
associates accounted for
using equity method
(Note 12)
7000
Total non-operating
income and
expenses
2023
Amount
$ 2,003,883

1,803,730

200,153

32,848
147,078
121,711

301,637

520

100,964)

10,219
9,583
1,730

11,848 )
56,020)

46,336)






(
(
(
(

(Continued on next page)

30

(Continued from previous page)

Code
7900
Net loss before tax

7950
Income tax income (expense)
(Note 25)
8200
Net loss of the current year

Other comprehensive income
(net amount)
8310
Items that will not be
reclassified subsequently
to profit or loss:
8311
Remeasurement of
defined benefit plans
(Note 21)
8316
Unrealized gains
(losses) on
investments in
equity instruments at
FVTOCI (Note 22)
8336
Unrealized gains
(losses) on equity
instruments of
subsidiaries,
associates, and joint
ventures at FVOCI
accounted for using
the equity method
(Note 22)
8349
Income tax relating to
items that will not
be reclassified
subsequently to
profit or loss (Note
22)
8360
Items that may be
reclassified subsequently
to profit or loss (Note
22):
8380
Share of other
comprehensive
income of
subsidiaries
accounted for using
the equity method
8399
Income tax relating to
items that may be
reclassified
subsequently to
profit or loss
2023 %
(
8 )
(
1)

(
7)


-
1
-

-

-

-
2022
Amount
$ 147,300 )
15,346)

131,954)


221 )
14,841
1,069

2,968 )

4,742 )
948
Amount
$ 161,979 )
19,526

181,505)


8,030

29,815 )

3,344 )

5,963

4,060
812)
%
(
(
(
(
(
(
(

(

(
(


(
(
7 )

1
(
8)
-
(
1 )

-
-
-

-

31

8300
Other comprehensive
income of the
current year (net
amount after tax)

8500
Total comprehensive income of
the current year
(
Loss per share (Note 26)
9710
Basic
(
9810
Diluted
(
8,927

$ 123,027)
(
$ 0.44)
$ 0.44)
1
(

6)
(
(
(
15,918)
(
$ 197,423)
(
$ 0.60)
$ 0.60)

1)

9)

The accompanying notes are an integral part of the parent-only financial statements. Chairman: Chou Wen-Long Manager: Lee Jung-Huan Accounting Supervisor: Li, Hsiao-Ping

32

TYNTEK Corporation

parent-only Statement of Changes in Equity

For the Year Ended December 31, 2023 and 2022

Unit: NTD thousand

Code
A1
Balance at January 1, 2022
Earning appropriation and distribution for
2021
B1
Appropriated as statutory reserves
B3
Reversed special reserve
B5
Cash dividends for shareholders
C7
Changes in associates and joint ventures
accounted for using the equity method
D1
Net loss of 2022
D3
2022 other comprehensive income after tax

D5
2022 total comprehensive income

Z1
Balance at December 31, 2022
Earning appropriation and distribution for
2022
B17
Appropriated as special reserve
C7
Changes in associates and joint ventures
accounted for using the equity method
D1
Net loss of 2023
D3
2023 other comprehensive income after tax

D5
2023 total comprehensive income

M7
Changes in ownership interest of subsidiary

Z1
Balance at December 31, 2023
Share capital
Shares (thousand)
Amount
300,621
$ 3,006,223

-
-
-
-
-
-
-
-
-
-

-

-


-

-

300,621
3,006,223
-
-
-
-
-
-

-

-


-

-


-

-


300,621
$ 3,006,223
Share capital
Shares (thousand)
Amount
300,621
$ 3,006,223

-
-
-
-
-
-
-
-
-
-

-

-


-

-

300,621
3,006,223
-
-
-
-
-
-

-

-


-

-


-

-


300,621
$ 3,006,223
Capital surplus
$ 243,639

-
-
-
234
-

-


-

243,873
-
145
-

-


-


1,243

$ 245,261
Retained earnings Undistributed
earnings
$ 960,086


71,480 )
18,292

300,622 )
-

181,505 )
8,030

173,475)

432,801


8,858 )
-

131,954 )
221)

132,175)

-

$ 291,768
Other items of equity
Exchange
Differences in
Translating the
Financial
Statements of
ForeignOperations
Unrealized Gain
(Loss) on Financial
Assets at Fair Value
Through Other
Comprehensive
Income
( $ 22,851 )
$ 416

-
-
-
-
-
-

-
-
-
-


3,248
(
27,196)


3,248
(
27,196)

(
19,603 )
(
26,780 )
-
-
-
-
-
-

(
3,794)

12,942

(
3,794)

12,942


-

-

($ 23,397)
($ 13,838)
Other items of equity
Exchange
Differences in
Translating the
Financial
Statements of
ForeignOperations
Unrealized Gain
(Loss) on Financial
Assets at Fair Value
Through Other
Comprehensive
Income
( $ 22,851 )
$ 416

-
-
-
-
-
-

-
-
-
-


3,248
(
27,196)


3,248
(
27,196)

(
19,603 )
(
26,780 )
-
-
-
-
-
-

(
3,794)

12,942

(
3,794)

12,942


-

-

($ 23,397)
($ 13,838)
Total equity
Exchange
Differences in
Translating the
Financial
Statements of
ForeignOperations
( $ 22,851 )

-
-
-
-
-

3,248


3,248

(
19,603 )

-
-
-
(
3,794)

(
3,794)


-

($ 23,397)
Shares (thousand)
300,621

-
-
-
-
-

-


-

300,621
-
-
-

-


-


-


300,621
Statutory reserves
$ 214,568

71,480
-

-
-
-

-


-

286,048
-
-
-

-


-


-

$ 286,048
Special reserve
$ 55,815

-

(
18,292 )
-

-
-


-


-

37,523
8,858

-
-


-


-


-

$ 46,381
























(






(
(
(

(
(
(
(
(

(


(
(
(

(

(
(
(



(

(
(
(
(
(

(

$ 4,457,896
-
-

300,622 )
234

181,505 )
15,918)
197,423)
3,960,085
-
145

131,954 )
8,927
123,027)
1,243
$ 3,838,446

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

Chairman: Chou Wen-Long

Manager: Lee Jung-Huan

Accounting Supervisor: Li, Hsiao-Ping

33

TYNTEK Corporation

parent-only Statement of Cash Flows

For the Year Ended December 31, 2023 and 2022

Unit: NTD thousand

Code
CASH FLOWS FROM OPERATING
ACTIVITIES
A10000
Net loss before tax of the current year

A20010
Adjustments for:
A20100
Depreciation expense
A20200
Amortization expenses
A20400
Net loss on financial assets and
liabilities at FVTPL
A20900
Financial costs
A21200
Interest income

A21300
Dividend revenue

A22400
Share of profit or loss of
subsidiaries and associates
accounted for using equity
method
A23700
Losses on inventory valuation and
obsolescence losses
A23800
Gain on recovery of inventory
valuation and obsolescence loss
A22500
Gains on disposal of property,
plant and equipment
A24100
Unrealized net losses (gains) on
foreign currency exchange
A29900
Loss from disposal of subsidiary
A29900
Gains on lease modification
A30000
Changes in operating assets and
liabilities
A31130
Note receivable
A31150
Accounts receivable - related
parties
A31180
Other receivables (related parties)
A31200
Inventories
A31230
Pre-payments

A31240
Other current assets
A32130
Note payable

A32150
Accounts payable - related parties
A32180
Other payables

A32200
Provisions
A32230
Other current liabilities
A32240
Net defined benefit liability - non-
current
A33000
Cash from operations
A33300
Interest paid

A33500
Income tax paid

AAAA
Net cash inflow from operating
activities
2023
( $ 147,300 )

255,806
2,376
7,854
11,848
(
10,219 )

(
2,494 )

56,020
-
(
6,217 )
(
520 )

5,308

24
-

281
(
44,911 )
(
3,215 )
115,007
(
7,517 )
176

(
23 )

56,032

(
14,073 )

1,450
416

(
4,069)

272,040
(
11,967 )

(
22,174)


237,899
2022
( $ 161,979 )
230,834
1,323
118,607
10,955
(
4,231 )
(
5,814 )
196,440
27,880
-
(
452 )
(
8,889 )
-
(
1 )
762
422,884
2,725
9,001
581
(
187 )
27
(
144,065 )
(
49,866 )
1,637
(
18,128 )
(
11,013)
619,031
(
10,208 )
(
5,600)

603,223

(Continued on next page)

  • 34 -

(Continued from previous page)

Code 2023 2022
Net cash flows of investing activities
B00010
Acquisition of financial assets at
FVTOCI
$
-
( $
2,247 )
B00040
Acquisition of financial assets at
amortized cost
( 6,239 ) -
B00050
Disposal of financial assets at amortized
cost 6,665 43,521
B00200
Disposal of financial assets at FVTPL
- 144,051
B01900
Disposal of long-term investments in
equity using the equity method - 3,186
B02400
Refunds for subsidiary's capital
reduction - 215,631
B02700
Acquisition of property, plant, and
equipment
( 330,910 )
( 124,148 )
B02800
Proceeds from disposal of property,
plant and equipment 520 2,232
B03700
Decrease in refundable deposits
- 7
B04500
Acquisition of intangible assets
( 8,002 )
( 6,573 )
B06500
Decrease in other financial assets
- 84
B07100
Decrease (increase) in pre-payments for
equipment 43,042
( 222,702 )
B07500
Interest received
9,846 4,096
B07600
Dividends received
2,494 5,814
B09900
Collection of dividends from
subsidiaries 364 50,198
B09900
Other investing activities
( 1,107)
( 1,161)
BBBB
Net cash inflow (outflow) from
investing activities
( 283,327)
111,989
Cash flows from financing activities
C00100
Increase in short-term borrowings
141,087 163,510
C00200
Decrease in short-term borrowings
( 164,869 )
( 206,885 )
C01600
Proceeds from long-term borrowings
111,560 55,060
C01700
Repayments of long-term borrowings
( 148,334 )
( 135,475 )
C03000
Decrease in guarantee deposits received
-
( 2,058 )
C04020
Repayment of the principal portion of
leases
( 2,915 )
( 3,152 )
C04500
Cash dividends distributed
-
( 300,622)
CCCC
Net cash outflows from financing
activities
( 63,471)
( 429,622)
DDDD Effects of exchange rate changes on the
balance of cash held in foreign currencies
2,539
6,975
EEEE Increase (decrease) in cash and equivalents
( 106,360 ) 292,565
E00100 Balance of cash and cash equivalents at the
beginning of the year
1,232,790
940,225
E00200 Balance of cash and cash equivalents at the
end of the year
$ 1,126,430
$ 1,232,790
The accompanying notes are an integral part of the parent-only financial statements.
Chairman: Chou Wen-Long
Manager: Lee Jung-Huan
Accounting Supervisor: Li,
Hsiao-Ping
  • 35 -

[Attachment 4]

TYNTEK Corporation Table of 2023 Earnings Distribution

Unit: NTD$

Unit: NTD$
Item Amount (NTD)
Undistributed earnings in the beginning of the
period
$ 423,942,204
Less: actuarial gains and losses accounted in
retained earnings
(221,221)
Plus: reversal of special reserve appropriated as
required bylaws
8,858,254
**Undistributed earnings ** 432,579,237
Loss after tax in 2023 (131,952,551)
Distributable earnings of the period (after loss
compensation)
$ 300,626,686
Less: distributable items
Dividend to shareholders - cash (NT$0.2 per
share) Note 1.2
Dividend to shareholders- shares
(60,124,450)
0
Undistributed earnings at the end of the period $ 240,502,236

Note 1: It was resolved by the Company's board of directors and was reported to the shareholders' meeting.

  • Note 2: In case of buying back the Company’s shares, transferring or writing off treasury shares, converting convertible corporate bonds, exercising employee subscription warrants, or other reason, affects the numbers of outstanding shares, and thus the shareholder dividend yield is changed accordingly and revision is required, it is intended to authorize the Chairman with full power upon the resolution adopted by the Board of Directors.

  • Note 3: The cash dividends are distributed pursuant to the percentage until 1 NDT, under NTD 1 is rounded-off. The total of frictions under NTD 1 will be adjustment to the total cash dividend distribution as the dismal number from large to small, and the account number from earlier to later.

Chairman: Chou Wen-Long Manager: Lee Jung-Huan Accounting Supervisor: Li, Hsiao-Ping

  • 36 -

[Attachment 5]

TYNTEK Corporation Comparison Table of Amendments to the “Rules and Procedures of Shareholders Meetings”

Meetings”
Amended Clause Current Clause Reason for
Amendment
I. The rules of procedures for the
Company's shareholders’
meetings, except as otherwise
provided by laws, regulations, or
the Articles of Incorporation, shall
be as provided in these Rules.
The Company convening a
shareholders'meeting via
videoconference shall be stated in
the Articles of Incorporation,
unless Regulations Governing the
Administration of Shareholder
Services of Public Companies
specifies otherwise, and resolved
by the board of directors; such
resolution shall be adopted by the
majority of the attending directors
in a board meeting attended by at
least two-thirds of directors.
I. The rules of procedures for the
Company's shareholders’
meetings, except as otherwise
provided by laws, regulations, or
the Articles of Incorporation, shall
be as provided in these Rules.
Amended the
rules of
convening
shareholders'
meetings via
videoconference
to accommodate
the amendments
to regulations.
XV. 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 a shareholders’ meeting is
convened by video conference,
after the chair declares the voting
closed, the votes shall be counted
at once, and the voting and
election results shall be
announced.
XV. 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 a shareholders’ meeting is
convened by video conference,
after the chair declares the voting
closed, the votes shall be counted
at once, and the voting and
election results shall be
announced.
Amended the
matters to be
specified and
Other
Discussions to
be noted when
convening
shareholders'
meetings via
videoconference
to accommodate
the amendments
to regulations.
  • 37 -
Amended Clause Current Clause Reason for
Amendment
In the event of a virtual
shareholders meeting, when
declaring the meeting open, the
chair shall also declare, unless
under the circumstance where a
meeting is not required to be
postponed and 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 force majeure events before the
chair has announced the meeting
adjourned, and the obstruction
continues for more than 30
minutes, and no troubleshooting
can be done, the meeting shall be
postponed and resumed within
five days, in which case Article
182 of the Company Act shall not
apply.
During a postponed or resumed
session of a shareholders meeting
held under the preceding
paragraph, no further discussion or
resolution is required for
proposals or elections for which
votes have been cast and counted
and results have been announced.
When postponing or resuming a
meeting according to the second
paragraph, the Company 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 4 of the Regulations
Governing the Administration of
Shareholder Services of Public
Companies. The shareholders
listed in the shareholder roster at
the book-closure of the original
shareholders’ meeting are entitled
toattendthe shareholders’
In the event of a virtual
shareholders meeting, when
declaring the meeting open, the
chair shall also declare, unless
under the circumstance where a
meeting is not required to be
postponed and 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 force majeure events before the
chair has announced the meeting
adjourned, and the obstruction
continues for more than 30
minutes, and no troubleshooting
can be done, the meeting shall be
postponed and resumed within
five days, in which case Article
182 of the Company Act shall not
apply.
During a postponed or resumed
session of a shareholders meeting
held under the preceding
paragraph, no further discussion
or resolution is required for
proposals or elections for which
votes have been cast and counted
and results have been announced.
When postponing or resuming a
meeting according to the second
paragraph, the Company 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 4 of the Regulations
Governing the Administration of
Shareholder Services of Public
Companies. The shareholders
listed in the shareholder roster at
the book-closure of the original
shareholders’ meeting are entitled
toattendthe shareholders’
  • 38 -
Amended Clause Current Clause Reason for
Amendment
meeting.
When the Company convenes a
hybrid shareholders meeting, and
the virtual meeting cannot
continue as described in
paragraph 4, 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 resolutions
by a shareholder meeting, then the
shareholders meeting shall
continue, and no postponement
and resumption thereof under
paragraph 4 is required.
When a shareholders’ meeting is
to be convened by video
conference, appropriate
alternatives to shareholders who
have difficulty participating in the
meeting by video means shall be
provided.Except under the
circumstances specified in
Paragraph 6, Article 44-9 of the
Regulations Governing the
Administration of Shareholder
Services of Public Companies, the
Company shall at least provide
shareholders with connection
equipment and necessary
assistance, and specify the period
for shareholders to apply to the
Company and other relevant
matters to be noted clearly in the
notice of the shareholders'
meeting.
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
those wholost the election andthe
meeting.
When the Company convenes a
hybrid shareholders meeting, and
the virtual meeting cannot
continue as described in
paragraph 4, 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 resolutions
by a shareholder meeting, then the
shareholders meeting shall
continue, and no postponement
and resumption thereof under
paragraph 4 is required.
When a shareholders’ meeting is
to be convened by video
conference, appropriate
alternatives to shareholders who
have difficulty participating in the
meeting by video means shall be
provided.
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
those who lost the election and the
numbers of votes each candidate
won.
  • 39 -
Amended Clause Current Clause Reason for
Amendment
numbers of votes each candidate
won.
XXI. These Rules were approved
and enacted on May 24, 1996.
The first amendment was made on
May 24, 1997.
The second amendment was made
on March 23, 1998.
The third amendment was made
on June 17, 2002.
The fourth amendment was made
on June 9, 2015.
The fifth amendment was made on
June 14, 2018.
The sixth amendment was made
on June 23, 2020.
The seventh amendment was made
on May 29, 2023.
The 8th amendment was made on
May 30, 2024.
XXI. These Rules were approved
and enacted on May 24, 1996.
The first amendment was made on
May 24, 1997.
The second amendment was made
on March 23, 1998.
The third amendment was made
on June 17, 2002.
The fourth amendment was made
on June 9, 2015.
The fifth amendment was made on
June 14, 2018.
The sixth amendment was made
on June 23, 2020.
The seventh amendment was
made on May 29, 2023.
Added the date
of the eighth
amendment.
  • 40 -

[Attachment 6]

TYNTEK Corporation Comparison Table of Amendments to the “Handling Procedures for Acquisition and Disposal of Assets”

Amended Clause Current Clause Reason for
Amendment
IV. Operating procedures:
(I) Authorization amount and level
1. Marketable Securities: (Omitted)
2. Derivative Transactions
(1) Hedging transactions: Based on
changes in the Company's turnover
and risk positions, the Chairman
designates staff to conduct
transactions with a transacted
position less than US$1 million
(including the equivalent currencies)
each; any transactions exceeding
US$1 million shall be approved by
the Chairman.
(2) Non-hedging transactions: In
order to reduce risks, when a single
transaction position is more than
US$500,000 and less than US$1
million (inclusive) or the
cumulative trading position
(effective position) is more than
US$10 million (including the
equivalent currencies) shall be
submitted to the Chairman for
approval, and a single transaction of
more than US$1 million shall be
approved by the Board of Directors
before the relevant transaction is
proceeded.
(3) For the Company's authorization
to cope with banks’ relative
supervision and management, banks
must be informed with the authorized
trading personnel.
(4) Any derivative transactions
authorized under (2) above shall be
subsequently reported to the Board
of Directors at the soonest board
meeting.
IV. Operating procedures:
(I) Authorization amount and level
1. Marketable Securities: (Omitted)
2. Derivative Transactions
(1) Hedging transactions: Based on
changes in the Company's turnover
and risk positions, the Chairman
designates staff to conduct
transactions with a transacted
position less than US$1 million
(including the equivalent currencies)
each; any transactions exceeding
US$1 million shall be approved by
the Chairman.Such transactions
shall be submitted to the soonest
board meeting for ratification.
(2) Non-hedging transactions: In
order to reduce risks, when a single
transaction position is more than
US$500,000 and less than US$1
million (inclusive) or the
cumulative trading position
(effective position) is more than
US$10 million (including the
equivalent currencies) shall be
submitted to the Chairman for
approval, and a single transaction of
more than US$1 million shall be
approved by the Board of Directors
before the relevant transaction is
proceeded.
(3) For the Company's authorization
to cope with banks’ relative
supervision and management, banks
must be informed with the authorized
trading personnel.
(4) Any derivative transactions
authorized under (2) above shall be
subsequently reported to the Board
of Directors at the soonest board
meeting.
The
Chairman
has been
authorized
to
determine
derivative
trading, and
the
requirement
to be
submitted to
the Board
of Directors
for
ratification
is deleted.
  • 41 -
Amended Clause Current Clause Reason for
Amendment
3. Transactions with related parties:
The relevant information shall be
prepared in accordance with Chapter
II of these Procedures, and the
relevant provisions of Article 11 of
the Procedures shall be submitted to
the Board of Directors for approval.
4. Merger, demerger, acquisition or
transfer of shares: The relevant
procedures shall be complied with
and relevant documents shall be
prepared in accordance with Chapter
IV of these Procedures. The merger,
demerger and acquisition shall be
approved by the shareholders'
meeting. Provided, where a provision
of another act exempts a company
from convening a shareholders
meeting to approve the merger,
demerger, or acquisition, this
restriction shall not apply. The
transfer of shares shall be only made
upon the approval of the board of
directors.
5. Others: All transactions shall be
conducted in accordance with the
operating procedures under the
internal control system and authority
of approval. Where the transaction
amount reaches the threshold for
announcement and reporting in
Article 5, except that the acquisition
or disposal of business equipment or
3. Transactions with related parties:
The relevant information shall be
prepared in accordance with Chapter
II of these Procedures, and the
relevant provisions of Article 11 of
the Procedures shall be submitted to
the Board of Directors for approval.
4. Merger, demerger, acquisition or
transfer of shares: The relevant
procedures shall be complied with
and relevant documents shall be
prepared in accordance with Chapter
IV of these Procedures. The merger,
demerger and acquisition shall be
approved by the shareholders'
meeting. Provided, where a provision
of another act exempts a company
from convening a shareholders
meeting to approve the merger,
demerger, or acquisition, this
restriction shall not apply. The
transfer of shares shall be only made
upon the approval of the board of
directors.
5. Others: All transactions shall be
conducted in accordance with the
operating procedures under the
internal control system and authority
of approval. Where the transaction
amount reaches the threshold for
announcement and reporting in
Article 5, except that the acquisition
or disposal of business equipment or
  • 42 -
Amended Clause Current Clause Reason for
Amendment
its right-of-use assets may be ratified
by reporting to the Board of
Directors afterwards, other
transactions are subject to the
resolutions of the Board of Directors.
For any matters specified in Article
185 of the Company Act, approvals
shall be resolved by the shareholders'
meeting in advance.
(II) Executing unit and transaction
process(omitted)
its right-of-use assets may be ratified
by reporting to the Board of
Directors afterwards, other
transactions are subject to the
resolutions of the Board of Directors.
For any matters specified in Article
185 of the Company Act, approvals
shall be resolved by the shareholders'
meeting in advance.
(II) Executing unit and transaction
process(omitted)
XXIX. These Procedures were
established on May 25, 1996.
The 1st to 15th amendments are
omitted
The 16th amendment was made on
May 29, 2023.
The 17th amendment was made on
May 30, 2024.
XXIX. These Procedures were
established on May 25, 1996.
The 1st to 15th amendments are
omitted
The 16th amendment was made on
May 29, 2023.
Added the
date of the
seventeenth
amendment.
  • 43 -

[Appendix 1]

Four.Appendices

TYNTEK Corporation

Rules of Procedure for Shareholders’ Meeting

  • I. The rules of procedures for the Company's shareholders’ meetings, except as otherwise provided by laws, regulations, or the Articles of Incorporation, shall be as provided in these Rules.

  • II. The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and Other Discussions 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.

Shareholders and their proxies (collectively referred to as "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.

Shareholders’ meetings 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 number of shares in attendance shall be calculated according to the shares indicated by sign-in cards handed in, plus the number of shares whose voting rights are exercised by electronically, and the shares checked in on the virtual meeting platform.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register at the venue or website assigned by the Company two days before the meeting date.

  • III. A shareholder shall be entitled to one vote for each share held; attendance and voting at shareholders’ meetings, except when the shares are deemed non-voting shares under Article 179 of the Company Act, shall be calculated based on numbers of shares. When the Company holds a shareholders’ 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.

  • IV. 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

  • 44 -

to the opinions of the independent Directors with respect to the place and time of the meeting.

When the Company convenes a shareholders’ meeting by video conference, it is not subject to the restriction on the venue of the meeting under the preceding paragraph. For virtual shareholders meetings, shareholders shall 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.

  • V. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise his/her power and authority the Vice Chairman to act as a proxy thereof; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise his/her power and authority, the Chairman 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 Chairman does not make such a designation, the Managing Directors or the Directors shall select from among themselves one Director as a proxy thereof.

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 also be applicable to a representative of a juristic person Director that serves as chair.

Where 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. Where there are two or more such convening parties, they shall mutually select a chair from among themselves.

  • VI. Attorneys, certified public accountants, or related persons retained by the Company may attend a shareholders’ meeting in a non-voting capacity.

  • The staff serving on the shareholders’ meeting shall wear identity certificates or arm-bands.

  • VII. The Company, beginning from the time when 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, and such recording shall be retained for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

  • VIII.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 attending shareholders represent more than

  • 45 -

one-third but less than half of outstanding shares after two postponements, the attending shareholders may reach a tentative resolution according to Paragraph 1, Article 175 of the Company Act.

  • 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.

  • IX. When 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.

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.

After a meeting is adjourned, shareholders shall not further elect a chair to continue the meeting at the original site or at another location. However, If the chair declares the meeting adjourned in violation of the rules of procedure, a new chair may be elected based on the agreement of a majority of the votes represented by the attending shareholders in order to continue the meeting.

  • X. 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.

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.

  • XI. 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 five minutes.

If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

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 two preceding paragraphs do not

  • 46 -

apply.

  • XII. When a juristic person is appointed to attend a shareholders’ meeting as proxy, it shall designate only one person to represent it in the meeting.

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.

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

  • XIV. 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.

  • XV. 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 a shareholders’ meeting is convened by video conference, after the chair declares the voting closed, the votes shall be counted at once, and the voting and election results shall be announced.

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under the circumstance where a meeting is not required to be postponed and 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 force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, and no troubleshooting can be done, the meeting shall be postponed and resumed within five days, in which case Article 182 of the Company Act shall not apply.

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

When postponing or resuming a meeting according to the second paragraph, the Company 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 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies. The shareholders listed in the shareholder roster at the book-

  • 47 -

closure of the original shareholders’ meeting are entitled to attend the shareholders’ meeting.

When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in paragraph 4, 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 resolutions by a shareholder meeting, then the shareholders meeting shall continue, and no postponement and resumption thereof under paragraph 4 is required.

When a shareholders’ meeting is to be convened by video conference, appropriate alternatives to shareholders who have difficulty participating in the meeting by video means shall be provided.

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 those who lost the election and the numbers of votes each candidate won.

  • XVI. 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.

  • XVII. Except as otherwise provided in the Company Act and the 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.

When a proposal comes to a vote, if no shareholder voices an objection following an inquiry by the chair, the proposal will be deemed to be approved, and it shall have the same effect as that reached through voting.

  • XVIII. 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 anyone among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

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

  • XX. 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.

  • 48 -

XXI. These Rules were approved and enacted on May 24, 1996. The first amendment was made on May 24, 1997. The second amendment was made on March 23, 1998. The third amendment was made on June 17, 2002. The fourth amendment was made on June 9, 2015. The fifth amendment was made on June 14, 2018. The sixth amendment was made on June 23, 2020. The sixth amendment was made on June 23, 2020. The Seventh amendment was made on May 29, 2023.

  • 49 -

[Appendix 2]

TYNTEK Corporation Articles of Incorporation

Chapter 1 General Rules

  • Article 1: The Company shall be incorporated under the Company Act, and its name shall be TYNTEK CORPORATION.

Article 2 The scope of business of the Company shall be as follows:

  • I. CC01080 Electronics Components Manufacturing.

  • II. CC01060 Wired Communication Mechanical Equipment Manufacturing.

III. CC01070 Wireless Communication Mechanical Equipment Manufacturing.

  • IV. CC01020 Electric Wires and Cables Manufacturing.

  • V. CD01030 Motor Vehicles and Parts Manufacturing.

  • VI. I301010 Information Software Services.

VII. I501010 Product Designing.

  • VIII. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.

  • IX. IG03010 Energy Technical Services. (Limited to business operation by branch offices outside the science park)

  • Research, development, production, manufacturing and sale of the following products:

    • (1) Gallium arsenide, infrared, light emitting diode, laser diode, phototransistor, photodiode, single crystal epitaxy and crystal grain.

    • (2) Optoelectronic system, software/hardware of computers and peripheral equipment, electronic final products, semi-products, various wireless/wired telecommunication equipment and various wireless anti-burglary equipment. (Limited to business operation by branch offices outside the science park).

    • (3) Radio transmitter, radio transceiver, radio receiver and other electrical machineries capable of generating radio radiant energy. (Limited to business operation by branch offices outside the science park)

  • Export and import businesses of the aforementioned products.

  • X. CC01040 Lighting Equipment Manufacturing. (Limited to business operation by branch offices outside the science park)

  • XI. F119010 Wholesale of Electronic Materials. (Limited to business operation by branch offices outside the science park)

  • XII. F219010 Retail Sale of Electronic Materials. (Limited to business operation by branch offices outside the science park)

XIII. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. (Limited to business operation by branch offices outside the science park)

  • 50 -

  • Article 3: The Company is headquartered in the Hsinchu Science Park, R.O.C. (Taiwan) and may establish branch offices or factories at home and abroad when necessary, upon the resolution by the Board of Directors and with the competent authority’s approval. The external investment total amount made by the Company may exceed 40% of paid-in capital and may also provide guarantee to the external based on the business needs.

  • Article 4: The public announcement method of the Company shall be handled in accordance with the provision of Article 28 of the Company Act.

Chapter 2 Shares

  • Article 5: The total capital of the Company shall be NTD 700,000,000, divided into 70,000,000 shares, at a par value of NTD 10, and issued at discrete times. For the unissued shares, the Board of Directors is authorized to issue separately according to the resolutions reached and based on the actual needs.

  • The Company may issue employee stock option certificates, and an amount of NTD 100,000,000 may be reserved from the total number of shares described in the preceding paragraph, which is divided into 10,000,000 shares as the shares for the issuance of the employee stock option certificates at discrete times.

  • Article 6: For the shares issued by the Company, the Company may be exempted from printing any share certificate for the shares issued, and shall register the issued shares with a centralized securities depositary enterprise.

  • Shareholders of the Company performing shareholder services of share transfer, reporting of loss, inheritance, gift and chop loss/change or address change, etc., unless the laws and securities regulations specify otherwise, shall be handled according to the “Regulations Governing the Administration of Shareholder Services of Public Companies.”

  • Article 7: Any change and transfer registration of shares shall be prohibited within sixty days prior to the ordinary shareholders’ meeting, thirty days prior to the extraordinary shareholders’ meeting, or five days prior to the record date for the distribution of dividends and bonuses or other interests by the Company.

  • Article 7-1: Where the shares repurchased by the Company according to the laws are transferred to employees at a price lower than the average price of the shares actually repurchased by the Company, and where employee stock option certificates are issued at a price lower than the Company’s common share price closed on the date of issuance, such issuance shall only be made based on the consents of attending shareholders representing more than two-thirds of the total voting rights in a shareholders’ meeting attended by shareholders representing a majority of the total number of issued shares.

Chapter 3 Shareholders’ Meeting

  • Article 8: The shareholder’s meetings are classified into ordinary shareholders’ meetings and extraordinary shareholders’ meetings. An ordinary shareholders’ meeting is held annually

  • 51 -

and shall be convened within six months after the end of each fiscal year according to the laws, and the Broad of Directors shall issue notice to all shareholders thirty days prior to the meeting. An extraordinary meeting may be held whenever necessary according to the laws, and all shareholders shall be informed fifteen days prior to the meeting.

  • Article 8-1: When the Company convenes a shareholders’ meeting, it may hold a meeting by video or in other methods announced by the central competent authority and shall adopt shareholders’ exercise of voting rights by electronic means, and the Company may adopt exercise of voting rights by correspondence or electronic means. When the Company adopts the exercise of voting rights by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice.

  • Article 9: Where a shareholder for any reasons cannot attend a shareholders’ meeting in person, he/she/it may appoint a proxy to attend the shareholders' meeting on his/her/its behalf by sealing and executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. The regulations for authorizing proxies to attend meetings on behalf of shareholders shall comply with the regulations of the Company Act and shall also be handled accordingly to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” announced by the competent authority. 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 shall be distributed to each shareholder within twenty days after the conclusion of the meeting. The preparation and distribution of the meeting minutes may be made via the public announcement method. The minutes of the shareholders' meeting shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The meeting minutes shall be kept persistently throughout the life of the Company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept for a minimum period of at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

  • Article 9-1: Each shareholder of the Company shall have one voting right for each share in his/her/its possession, except where the shares are considered to have no voting right under circumstances described in Article 179 of the Company Act.

  • Article 10: Unless the Company Act specifies otherwise, the Chairman of the Board shall be the chair of shareholders’ meetings. In case where the Chairman is on leave or cannot exercise his/her power and authority for any cause, the Chairman may appoint a Director to act as a proxy thereof; where the Chairman fails to appoint a proxy, the Directors shall elect one Director from among themselves to act as the proxy thereof. Shareholders’ meetings shall be handled in accordance with the provisions of the Rules of Procedure for

  • 52 -

Shareholders’ Meeting of the Company.

  • Article 11: Unless otherwise specified in the Company Act, any resolution at a shareholders’

  • meeting shall be adopted by a majority of the shareholders presented, who representing more than half of the total number of the company’s outstanding shares, and shall be executed based on the majority of the voting rights of attending shareholders.

Chapter 4 Directors

  • Article 12: The Company shall have seven to eleven Directors. The election of Directors shall adopt the candidate’s nomination system, and the Director shall be elected by the shareholders' meeting from among the persons with disposing capacity, with the term of office of three years, and shall be eligible for re-elections. The Company may obtain Directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.The total number of registered shares of the Company held by all of the Directors shall be established according to the standard specified in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” announced by the Financial Supervisory Commission, R.O.C.

  • Article 12-1: In the roster of Directors described in the preceding paragraph, the number of Independent Directors of the Company shall not be less than three and shall not be less than one fifth of the total number of Directors. Relevant matters of the professional qualification, concurrent job position limitation, determination of independence, nomination and election methods of the Independent Director as well as other necessary requirements shall comply with relevant regulations specified by the securities competent authority.

  • Independent Directors and non-independent Directors shall be elected at the same time but on separate ballots.

  • The Company may establish functional committees pursuant to laws and regulations or the needs of the Company.

  • Article 12-2: The Company establishes an Audit Committee since the twelfth term of Board of Directors. For the Audit Committee established in accordance with Article 14-4 of the Securities and Exchange Act, and the Audit Committee shall be formed by all of the Independent Directors. The Audit Committee or members of the Audit Committee shall be responsible for the execution of the authorities of Supervisors in accordance with the provisions of the Company Act, Securities and Exchange Act and other laws and regulations.

  • Article 13: The Board of Directors shall be formed by Directors. A Chairman of the Board shall be elected from among the Directors during a Board of Directors’ meeting attended by more than two-thirds of the Directors and with the consents of more than half of all attending Directors. In addition, a Vice Chairman may also be elected from among the

  • 53 -

Directors.

  • Article 14: The Chairman of the Board shall internally preside the shareholders' meeting and the Board of Directors’ meeting as the chair; and shall externally represent the Company. In case where the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, the Vice Chairman shall act as a proxy thereof. In case where the Vice Chairman is also on leave or absent or unable to exercise his/her power and authority for any cause, the Chairman shall designate one of the Directors to act as a proxy thereof. In the absence of such designation, the Directors shall elect from among themselves to act as proxy thereof.

In case a meeting of the Board of Directors is proceeded via visual communication network, then the Directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

During the convention of a Board of Director’s meeting, the Directors shall attend the meeting in person. In case where a Director for any reasons cannot attend the Board of Directors’ Meeting in person, he/she may issue a power of attorney, indicating the scope of authorization, in order to appoint another Director to attend the meeting as a proxy thereof.

Unless otherwise specified in the Company Act, resolutions of Board of Directors shall be executed based on the attendance of a majority of the Directors and the consents of more than half of the attending Directors.

  • Article 14-1: The Board of Directors’ meeting of the Company shall be convened depending upon the situation, and extraordinary Board of Directors’ meeting may be convened whenever necessary. With regard to the power and authority of the Board of Directors, in addition to compliance with the provisions of the Company Act, for the following matters, the resolution approval of the Board of Directors’ meeting shall be obtained before the execution thereof.

  • (I) Proposal for amendment of the Articles of Incorporation of the Company.

  • (II) Approval of annual budget and review of annual settlement, including the review and supervision of annual business plan.

  • (III) Review of operation objectives and medium/long term development plan.

  • (IV) Review of capital increase/decrease plan.

  • (V) Review of earnings distribution proposal of proposal for covering losses.

  • (VI) Approval for the Company’s re-investment in other enterprises or transfer of shares.

  • (VII) Proposal and resolution on the transfer, sale, lease, pledge, mortgage or other methods of disposition on all or important parts of the Company's operating properties.

  • (VIII) Approval for the application of financing, guarantee, acceptance and other loaning of the Company from a financial institution or a third party at an

  • 54 -

amount above NTD 100,000,000 (exclusive); provided that for an amount less than NTD 100,000,000, such case shall be reported in the latest session of Board of Directors’ meeting for recordation after the execution of such case; provided that for renewal of contract of original amount, such restriction shall not be applied.

  • (IX) Review and decision on major organization restructuring and significant business change.

  • (X) Approval for major capital expenditures.

  • (XI) Appointment and discharge of an attesting CPA for the Company.

  • (XII) Appointment and discharge of managerial officers.

  • (XIII) Approval for major contractors or other material events.

  • (XIV) Execution of resolutions of shareholders’ meetings.

  • (XV) Convention of shareholders’ meetings and business report.

  • (XVI) Other Discussions required to be handled in accordance with the laws.

  • Article 14-2: The calling of the Board of Directors shall be handled in accordance with the provisions prescribed in Article 204 of the Company Act. For the aforementioned calling of Board of Directors, notices may be made in writing, facsimile or e-mail method,

  • Article 15: Remuneration of Directors shall be paid regardless of whether the Company is operating at a profit or loss, and the amount of the remuneration shall be determined by the Board of Directors through resolution based on the common level adopted in the same industry.

Chapter 5 Managerial Officers

  • Article 16: The Company may have President and several Vice Presidents and Assistant Vice Presidents; the appointment, discharge and the remuneration thereof shall be handled according to Article 29 of the Company Act.

Chapter 6 Accounting

  • Article 17: The fiscal year of the Company shall start from January 1 to December 31 of each year. At the close of each fiscal year, the Board of Directors shall prepare the following report and statements for submission to the ordinary shareholders’ meeting for ratification: (1) Business report, (2) Financial statements and (3) Proposal for distribution of surplus earnings or covering losses.

  • Article 18: For the current profit before tax for a fiscal year of the Company before deduction of the remuneration of employees and the remuneration of Directors, an amount equivalent to 5% to 15% of such profit before tax shall be appropriated as the remuneration of employees and an amount not greater than 5% of such profit before tax shall be appropriated as the remuneration of the Directors. However, if the Company still has accumulated losses (including adjustment of undistributed earnings amount), an amount shall be reserved for making up the accumulated loss first.

The remuneration of employees described in the preceding paragraph may be issued in

  • 55 -

the form of shares or cash, and the subjects for receiving the shares or cash may include employees of parents of subsidiaries of the Company meeting specific requirements. The remuneration of directors shall be made in cash only.

The preceding two paragraphs shall be executed according to the resolution of Board of Directors’ meeting, and shall be reported to the shareholders’ meeting.

  • Article 18-1: When the Company has a net profit in the current period as per the annual financial statements, all taxes shall be paid according to the laws and accumulated losses (including adjustment to undistributed earnings amount) shall also be covered first, and 10% of the remaining balance shall be appropriated as the legal reserve unless the legal reserve has reached the amount of paid-in capital of the Company. For the remaining amount, special reserve shall then be appropriated or reversed according to the laws or regulations of the competent authority. Subsequently, if there is still remaining amount, such remaining amount and the undistributed earnings (including adjustment to undistributed earnings amount) in the beginning of the period may be combined as the basis for the Board of Directors to make a proposal for earnings distribution. When the distribution method is to be made in the form of new shares, such proposal shall be submitted to the shareholders’ meeting for resolution on the distribution thereof.

The Company adopts a dividend policy that allows the board of directors to propose dividends after taking into consideration the Company's future capital requirements, long-term financial plans, and shareholders' needs for cash inflow. Profit sharing to shareholders can be paid in cash or shares, provided that the cash portion does not amount to less than 10% of total profit sharing.

Any cash distribution of dividend, profit, legal reserve or capital reserve, whether in whole or in part, must be resolved in a board meeting with more than two-thirds of the board present, voted in favor by more than half of attending directors, and reported in the upcoming shareholder meeting.

Chapter 7 Supplemental Provisions

Article 19: Any matters not specified in these Articles of Incorporation shall be handled in accordance with the Company Act and relevant laws and regulations.

  • Article 20: These Articles of Incorporation were enacted on March 7, 1987.

The first amendment was made on March 18, 1988.

The second amendment was made on July 28, 1988. The third amendment was made on August 27, 1988. The fourth amendment was made on September 7, 1988. The fifth amendment was made on April 18, 1989. The sixth amendment was made on August 8, 1990 The seventh amendment was made on April 17, 1993. The eighth amendment was made on June 17, 1995.

  • 56 -

The ninth amendment was made on May 25, 1996. The tenth amendment was made on May 24, 1997. The eleventh amendment was made on October 30, 1998. The twelfth amendment was made on June 16, 1999. The thirteenth amendment was made on June 13, 2000. The fourteenth amendment was made on June 13, 2000. The fifteenth amendment was made on June 13, 2000. The sixteenth amendment was made on June 8, 2001. The seventeenth amendment was made on June 17, 2002. The eighteenth amendment was made on May 21, 2003. The nineteenth amendment was made on May 18, 2004. The twentieth amendment was made on June 1, 2006. The twenty first amendment was made on September 21, 2006. The twenty second amendment was made on June 13, 2008. The twenty third amendment was made on June 19, 2009. The twenty fourth amendment was made on June 15, 2010. The twenty fifth amendment was made on June 10, 2011. The twenty sixth amendment was made on June 12, 2012. The twenty seventh amendment was made on June 28, 2013. The twenty eighth amendment was made on June 23, 2014. The twenty ninth amendment was made on June 9, 2015. The thirtieth amendment was made on June 28, 2016. The thirty first amendment was made on June 13, 2017. The thirty second amendment was made on June 14, 2018. The thirty third amendment was made on June 24, 2019. The thirty-fourth amendment was made on June 8, 2022. The thirty-five amendment was made on May 29, 2023.

  • 57 -

[Appendix 3]

TYNTEK Corporation Shareholdings of All Directors

Base date:April 1,2024 Base date:April 1,2024 Base date:April 1,2024
Title Name Date elected Tenure Record on the shareholder roster on the book-
closure date
Type Shares Shareholding
percentage(%)
Chairman Chou, Wen-Long 2021.07.02 3 years Ordinary
share
166,813
0.055%
Director Liang Dian
Investment Co.,
Ltd.
Representative:
Su, Feng-Cheng
2021.07.02 3 years Ordinary
share
50,000
0.017%
Director Wei Ban
Investment
Corporation
Representative:
Li, Cun-Jhong
2021.07.02 3 years Ordinary
share
50,000
0.017%
Director Ennostar Inc.
Representative:
Lee, Jung-Huan
2021.07.02 3 years Ordinary
share
23,799,000
7.916%
Independent
Director

Liu, Yin-Fei
2021.07.02 3 years Ordinary
share
0
0%
Independent
Director

Chiang, Huei-
Chung
2021.07.02 3 years Ordinary
share
0
0%
Independent
Director

Hsieh, Chia-Ying
2021.07.02 3 years Ordinary
share
0
0%
Number of shares of all Directors 24,065,813
8.005%

Total outstanding shares on July 2, 2021: 300,622,252 shares

Total outstanding shares on the book closure date (April 1, 2024): 300,622,252 shares

Note 1: The statutory minimum shareholding of all directors: 12,024,890; as of April 1, 2024, the shareholding is 24,065,813 shares.

Note 2: The Company has the Audit Committee in place and thus no statutory shareholding of supervisor.

  • 58 -

[Appendix 4]

The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate

Unit: NTD thousands;EPSinNTD
Year
Item
2024
(Estimated)
Beginning paid-in capital
3,006,223
Cash and stock
dividend
distribution of
the currentyear
Cash dividendper share(Note 1)

Dividendper share for capitalization of earnings(Note 1)

Dividend per share for capitalization of reserve (Note 1)

Operating
performance
change status
Operating profit
Not
Applicable
.
(Note 1)
Operating profit increase(decrease)ratio from sameperiod of lastyear
Net income
Net income increase(decrease)ratio from sameperiod of lastyear
Earningsper share(EPS)
EPS increase(decrease)ratio from sameperiod of lastyear
Annual average return on investment(annual average PER reciprocal)
Pro Forma EPS
and PER
Capitalization of earnings changed to
distribution of cash dividend in full
Pro Forma EPS
Pro Forma annual average
return on investment
Without capitalization of reserve
Pro Forma EPS
Pro Forma annual average
return on investment
Without capitalization of reserve and
capitalization of earnings changed to
issuance of cash dividends
Pro Forma EPS
Pro Forma annual average
return on investment
Unit: NTD thousands;EPSinNTD
Year
Item
2024
(Estimated)
Beginning paid-in capital
3,006,223
Cash and stock
dividend
distribution of
the currentyear
Cash dividendper share(Note 1)

Dividendper share for capitalization of earnings(Note 1)

Dividend per share for capitalization of reserve (Note 1)

Operating
performance
change status
Operating profit
Not
Applicable
.
(Note 1)
Operating profit increase(decrease)ratio from sameperiod of lastyear
Net income
Net income increase(decrease)ratio from sameperiod of lastyear
Earningsper share(EPS)
EPS increase(decrease)ratio from sameperiod of lastyear
Annual average return on investment(annual average PER reciprocal)
Pro Forma EPS
and PER
Capitalization of earnings changed to
distribution of cash dividend in full
Pro Forma EPS
Pro Forma annual average
return on investment
Without capitalization of reserve
Pro Forma EPS
Pro Forma annual average
return on investment
Without capitalization of reserve and
capitalization of earnings changed to
issuance of cash dividends
Pro Forma EPS
Pro Forma annual average
return on investment
Unit: NTD thousands;EPSinNTD
Year
Item
2024
(Estimated)
Beginning paid-in capital
3,006,223
Cash and stock
dividend
distribution of
the currentyear
Cash dividendper share(Note 1)

Dividendper share for capitalization of earnings(Note 1)

Dividend per share for capitalization of reserve (Note 1)

Operating
performance
change status
Operating profit
Not
Applicable
.
(Note 1)
Operating profit increase(decrease)ratio from sameperiod of lastyear
Net income
Net income increase(decrease)ratio from sameperiod of lastyear
Earningsper share(EPS)
EPS increase(decrease)ratio from sameperiod of lastyear
Annual average return on investment(annual average PER reciprocal)
Pro Forma EPS
and PER
Capitalization of earnings changed to
distribution of cash dividend in full
Pro Forma EPS
Pro Forma annual average
return on investment
Without capitalization of reserve
Pro Forma EPS
Pro Forma annual average
return on investment
Without capitalization of reserve and
capitalization of earnings changed to
issuance of cash dividends
Pro Forma EPS
Pro Forma annual average
return on investment
Unit: NTD thousands;EPSinNTD
Year
Item
2024
(Estimated)
Beginning paid-in capital
3,006,223
Cash and stock
dividend
distribution of
the currentyear
Cash dividendper share(Note 1)

Dividendper share for capitalization of earnings(Note 1)

Dividend per share for capitalization of reserve (Note 1)

Operating
performance
change status
Operating profit
Not
Applicable
.
(Note 1)
Operating profit increase(decrease)ratio from sameperiod of lastyear
Net income
Net income increase(decrease)ratio from sameperiod of lastyear
Earningsper share(EPS)
EPS increase(decrease)ratio from sameperiod of lastyear
Annual average return on investment(annual average PER reciprocal)
Pro Forma EPS
and PER
Capitalization of earnings changed to
distribution of cash dividend in full
Pro Forma EPS
Pro Forma annual average
return on investment
Without capitalization of reserve
Pro Forma EPS
Pro Forma annual average
return on investment
Without capitalization of reserve and
capitalization of earnings changed to
issuance of cash dividends
Pro Forma EPS
Pro Forma annual average
return on investment
Year
Item

2024
(Estimated)
Beginning paid-in capital 3,006,223
Cash and stock
dividend
distribution of
the currentyear

Cash dividendper share(Note 1)
Dividendper share for capitalization of earnings(Note 1)

Dividend per share for capitalization of reserve (Note 1)
Operating
performance
change status
Operating profit Not
Applicable
.
(Note 1)
Operating profit increase(decrease)ratio from sameperiod of lastyear
Net income
Net income increase(decrease)ratio from sameperiod of lastyear
Earningsper share(EPS)
EPS increase(decrease)ratio from sameperiod of lastyear
Annual average return on investment(annual average PER reciprocal)
Pro Forma EPS
and PER

Capitalization of earnings changed to
distribution of cash dividend in full
Pro Forma EPS
Pro Forma annual average
return on investment
Without capitalization of reserve Pro Forma EPS
Pro Forma annual average
return on investment
Without capitalization of reserve and
capitalization of earnings changed to
issuance of cash dividends
Pro Forma EPS
Pro Forma annual average
return on investment

Note 1: According to the provisions of the “Regulations Governing the Publication of Financial Forecasts of Public Companies”, the Company has not published the complete financial forecast; therefore, the Company is not required to publicly disclose the 2024 financial forecast information.

  • 59 -

[Appendix 5]

TYNTEK Corporation

Regulations for Election of Directors

Approved by the shareholders’ meeting for implementation on June 14, 2018

  • I. Elections of Directors of the Company shall be conducted in accordance with these regulations.

  • II. Elections of Directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

  • The cumulative voting method shall be used for election of the Directors at the Company. Unless the Articles of Incorporation specify otherwise, each share shall have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

  • III. The board of Directors shall prepare separate ballots for Directors in numbers corresponding to the Directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

  • IV. Before the election begins, the chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel. The vote monitoring personnel shall be equipped with the shareholder status.

  • V. For election of directors, the ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.

  • VI. If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the candidate column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identification card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

  • VII. A ballot is invalid under any of the following circumstances:

  • (I) Ballots specified in the provisions of these regulations are not used.

  • (II) A blank ballot is placed in the ballot box.

  • (III) The writing is unclear and indecipherable or has been altered.

  • (IV) The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder roster, or the candidate whose name is entered in the ballot is a nonshareholder, and the verification indicates that the candidate's name and identification

  • 60 -

card number are not in conformity.

  • (V) Other words or marks are entered in addition to the candidate's account name (name) or shareholder account number (identification card number) and the number of voting rights allotted.

  • (VI) Where the name of the candidate entered on the ballot is identical to that of another shareholder, but no shareholder account number or identification card number is provided on the ballot to identify such individual.

  • (VII) Two or more candidates are listed in one single ballot.

  • VIII. For the Directors of the Company, the shareholders’ meeting shall elect from candidates with capacity to make judicial acts, and the number of Directors shall be based on the requirements specified in the Company's Articles of Incorporation. The voting rights of Independent Directors and Non-independent Directors shall be counted separately. According to the results of the electronic communication platform and ballots statistical counting, the candidates receiving ballots representing the highest numbers of voting rights shall be elected as Directors or Independent Directors sequentially according to their respective numbers of votes. When two or more candidates receive the same number of votes, thus exceeding the number of seats specified, those candidates receiving the same number of votes shall draw lots to determine the winner, and in the event that any one of such candidates is absent, the chair shall draw lots on behalf of such candidate.

  • IX. The qualification and election of Independent Directors of the Company shall comply with the provisions of the “Securities and Exchange Act”, “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies” and relevant regulations of the competent authority.

  • X. The voting rights shall be calculated on site immediately after the end of the poll, and the results of the list of persons elected as Directors shall be announced by the chair on site.

  • XI. The Board of Directors of the Company shall issue notifications to the persons elected as Directors.

  • XII. Any matters not specified in these regulations shall be handled in accordance with the

  • Company Act, Articles of Incorporation of the Company and relevant laws and regulations.

  • XIII. These regulations shall be implemented after approval by the shareholders’ meeting, and the same requirements shall be applied to amendments of these regulations. These regulations were enacted on May 25, 1996.

  • The first amendment was made on May 24, 1997.

  • The second amendment was made on June 17, 2002.

  • The third amendment was made on June 1, 2006.

  • The fourth amendment was made on June 9, 2015.

  • The fifth amendment was made on June 28, 2016.

  • The sixth amendment was made on June 14, 2018.

  • 61 -