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TYNTEK AGM Information 2025

May 29, 2025

52074_rns_2025-05-29_a96c0707-5121-45c8-a122-dac8d5b52705.pdf

AGM Information

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Stock Code: 2426

==> picture [128 x 38] intentionally omitted <==

TYNTEK Corporation

2025 Regular Shareholders’ Meeting

Agenda Handbook

Date: 9:00 am, May 27, 2025 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. Extraordinary Motions ............................................................................................... 4 Three. Attachments................................................................................................................ 5 I. Business Report ............................................................................................................ 5 II. Audit Committee’s Review Report ............................................................................. 8 III. Independent Auditors’ Report and Financial Statements ........................................... 9 IV. Table of 2024 earnings distribution ......................................................................... 31 V. Table of Amendments to the Company's Business Integrity Procedures and Behavioral Guidelines ............................................................................................. 32 VI.Table of Amendments to the Articles of Incorporation and the Amended Articles of Incorporation ....................................................................................................... 34 Four. Appendices .................................................................................................................. 36 I. Rules of Procedure for Shareholders’ Meeting .......................................................... 36 II. Articles of Incorporation ........................................................................................... 42 III. Shareholdings of All Directors ................................................................................ 50 IV. The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate.......................................................................................... 51

One. Meeting Procedure

TYNTEK Corporation 2025 General Shareholders' Meeting Procedure

  • I. Call Meeting to Order

  • II. Chairman's Remarks

  • III. Report Items

  • IV. Ratification Items

  • V. Discussion Items

  • VI. Extraordinary Motions

  • VII. Adjournment

    • 1 - -

Two. Meeting Agenda

TYNTEK Corporation

2025 Regular Shareholders' Meeting Agenda

  • I. Form of Shareholders’ Meeting: Physical

  • II. Time: 9:00 a.m., May 27, 2025

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

  • IV. Attendants: All shareholders and equity representatives

  • V. Chairman: Chairman Su Feng-Cheng.

  • VI. Chairperson’s Remarks

  • VII. Report Items:

  • (I) 2024 Business Report.

  • (II) The Audit Committee’s Review Report on the 2024 financial statements.

  • (III) Report on the 2024 employee remuneration and director remuneration distribution proposal.

  • (IV) Report on 2024 cash dividend distribution.

  • (V) Other Reports: Revised Corporate Business Integrity Procedures and Code of Conductf

Conduct.

  • VIII. Ratifications Items:

  • (I) 2024 Business Report and financial statements.

  • (II) 2024 earnings distribution

  • IX. Discussion Items:

  • (I) Amendments to the Articles of Incorporation.

  • X. Extraordinary Motions

  • XI. Adjournment

    • 2 - -

Report Items

Proposal 1

Cause: 2024 Business Report.

Explanation: Please refer to Attachment 1, Page 5~7 of the Handbook for the 2024 Business Report.

Proposal 2

Cause: The Audit Committee’s Review Report on the 2024 financial statements.

Description: Please refer to Attachment 2, Page 8 of the Handbook for the Audit Committee’s Review Report.

Proposal 3

Cause: Report on the 2024 employee remuneration and director remuneration distribution proposal. Description: According to Article 18 of the Company's Articles of Incorporation and the

resolution of the Board of Directors on February 19, 2025, the Company set aside 10% of the profit as remuneration to employees of NT$7,769,905, and 1.5% of the profit as remuneration to directors of NT$1,165,485. The Chairman is authorized to handle all matters related to the recipients, amounts, and employee eligibility criteria for the distribution.

Proposal 4

Cause: Report on 2024 cash dividend distribution

Description: Report on 2024 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 19, 2025 to approve the 2024 cash dividend of NT$30,062,225, or NT$0.1 per share.

Proposal 5

Cause: Other Reports

Description: Report on the amendments to the Company's Business Integrity Procedures and Behavioral Guidelines. Please refer to Attachment 5 on pages 32-33 of this Handbook for the amendment comparison table.

Ratification Items

Proposal 1 Proposed by the board of directors

Cause: The 2024 Business Report and financial statements are submitted for ratification.

Explanation: I. The Company’s 2024 Business Report and financial statements have been approved upon the resolution of the board of directors on February 19, 2025; the financial statements have been audited by Mei-Chen Tsai, CPA and Ming-hui Chen, CPA of Deloitte Taiwan. The aforesaid settlement books and statements have been

    • 3 - -

submitted to and audited by the Audit Committee, with the Audit Report presented.

  • II. Please refer to page 5~7 Attachment 1 and page 9~30, Attachments 3 of this handbook for the 2024 Business Report, Independent Auditors’ Report and financial statements.

III. Please ratify.

Resolution:

Proposal 2 Proposed by the board of directors

Cause: The proposal of 2024 earnings distribution is submitted for ratification.

Description: I. The proposal has been approved upon the resolution of the board of directors on February 19, 2025, and was submitted to and audited by the Audit Committee for reference.

  • II. Pursuant to Articles 18 of the Articles of Incorporation, the Company plans to appropriate 10% of the profit as remuneration to employees of NT$7,769,905, and 1.5% of the profit as remuneration to directors of NT$1,165,485.

  • III. For the 2024 earnings distribution table, please refer to Attachment 4 on page 31 of this handbook.

IV. Please ratify.

Resolution:

Discussion Items

Proposal 1 Proposed by the board of directors

Cause: Amendments to the Articles of Incorporation.

Description: In accordance with the Financial Supervisory Commission's letter dated November 8, 2024, which mandates that TWSE/TPEx-listed companies complete amendments to their articles of incorporation pursuant to Article 14, Paragraph 6 of the Securities and Exchange Act, it is proposed to amend some provisions of the Articles of Incorporation. Please refer to Attachments 6 on page 34 of this handbook for the table of the amendments for discussion.

Resolution:

Extraordinary Motions

Adjournment

    • 4 - -

Three. Attachments

[Attachment 1]

TYNTEK Corporation Business Report

Looking back at 2024, with the gradual stabilization of the global economy and the easing of inflationary pressures, major economies showed signs of recovery. The Company continued to deepen its cooperation with the supply chain and customers, actively expanded into the European, American, and Asian markets, and optimized its product structure, driving revenue growth of 5.58% compared to 2023, and an increase in operating profit of NT$87,350 thousand. Although geopolitical tensions have not yet been completely eliminated, the Middle East situation is still volatile, and the uncertainty of the main energy supply chain has posed a challenge to the global market, the Company has successfully maintained its sales performance by strengthening its risk management and market response capabilities. Looking ahead to the future, the Company will continue to focus on technological innovation, improve product added value, consolidate its market competitive advantages, and create higher value for shareholders. Business performance and operations of the Company in 2024 are compared with the ones in 2023 as described in the following respectively:

(I) 2024 Implementation results of the 2023 business plan Unit: NTD thousand

thousand
Item 2023 2024 Percentage difference %
Net sales amount 2,267,637
2,394,131

126,494

5.58
Operating profit (loss) (143,225)
(55,875)

87,350

-60.99
Net non-operating income (expense) (17,778)
139,243

157,021

-883.23
Net profit (loss) before tax (161,003)
83,368

244,371

-151.78
Income tax expense (25,308)
18,214

43,522

-171.97
Net profit (loss) of the period (135,695)
65,154

200,849

-148.02
Basic earnings (loss) per share after tax (NT$) (0.44)
0.21

$0.65

-147.73

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 Unit: NTD thousand

item 2023 2024
Financial structure (%) Debt to total assets ratio 27.47
22.18
Long-term capital to property, plant &
equipment ratio

231.14

235.65
Debt servicing capability (%) Current ratio 311.78
331.66
Quick ratio 228.01
253.40
Profitability (%) Return on asset -2.30
1.46
Return on shareholders’ equity -3.24
1.68
Net profit margin -5.98
2.72
Earnings per share (EPS) (NT$) (0.44)
0.21
    • 5 - -

R&D status

The Company has always focused on product development, and has continued to launch innovative products, and has also received many government subsidies. With the rapid growth of the optoelectronics market, the application scope of various products continues to expand, and the market demand is rising. In order to keep up with the market trend, the Company will actively develop innovative technologies and continue to develop the following products to consolidate its competitive advantages and meet the diverse needs:

  • 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

  • R. Flip Photo Diode

  • S. PVG components

  • T. Photo TRIAC components

Strategy

To achieve this year's operational goals, the Company will continue to comprehensively strengthen its core competitiveness in marketing, R&D, manufacturing, and management. In 2024, the Company will focus on the following business strategies:

  1. Optimize product mix and focus on high-margin products to improve overall operating efficiency and market competitiveness.

  2. Strengthen the development of material sources, diversify supply chain risks, and ensure stable supply.

  3. Continuously improve production efficiency and product quality, while reducing production costs.

  4. Cope with the growing demand in overseas markets, and actively expand the market share in in

    • 6 - -

Europe, the Americas, and Japan.

Actively promote digital transformation and intelligent production, improve work efficiency, increase capital investment, and fully advance ESG strategies, enhance the efficiency of energy and water resource utilization, and achieve a win-win goal of economic benefits and environmental sustainability, thus creating maximum value for customers, investors, and the Company. The Company will set reasonable sales targets based on market supply and demand, industry environment, and its own production capacity. We firmly believe that a complete product line is an important cornerstone for the Company to achieve sustainable operations. In the future, we will continue to focus on new product development, improve product quality, strengthen customer satisfaction, and maintain a solid cooperative relationship with suppliers, to steadily promote the Company's long-term development.

Future outlook

In terms of sales, the Company has been developing the Asian market and actively expanding into the European and American markets, in order to expand its market share and increase its overall market share. In the medical and wearable device fields, it is expected that the demand for applications of sensing components will continue to grow rapidly compared to last year. The Company will focus on the North American and Northeast Asian markets to accelerate the expansion of its market. In terms of automotive protection components, the Company will also expand the scope of application, deepen the deployment in the European and Southeast Asian markets, and further improve the market penetration rate. For light source transmitters and high-voltage receiver components in the industrial control market, we anticipate a continuation of last year's strong growth momentum, contributing steadily to revenue. Furthermore, the application of long-wavelength SWIR technology is becoming increasingly widespread, particularly in the fields of under-display sensing and ranging. The Company will fully enhance our market share in this area to continuously meet the rapidly growing market demand and strengthen our competitiveness

TYNTEK Corporation

Chairman: Su, Feng-Cheng

Manager: Lee, Jung-Huan

Accounting Supervisor: Li, Hsiao-Ping

    • 7 - -

[Attachment 2]

TYNTEK Corporation Audit Committee’s Review Report

We have reviewed the Company's 2024 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 Mei-Chen Tsai, CPA and Ming-hui Chen, 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

2025 Regular Shareholders’ Meeting

TYNTEK Corporation

Audit Committee

Convener: Yeh, Sheng-Fa

February 19, 2025

    • 8 - -

[Attachment 3]

Independent Auditors’ Review Report

To TYNTEK Corporation,

Audit opinion

We have audited the accompanying consolidated balance sheets of TYNTEK Corporation (the "Company") and its subsidiaries (collectively, the “Group”) as of December 31, 2024 and 2023 and for the years then ended, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the related notes, including a summary of significant accounting policies (collectively, the "consolidated financial statements").

In our opinion, based on our audits and the reports of other independent auditors (please refer to the "Other Matters" section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023 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,

  • 9 -

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, 2024, based on our professional 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, 2024, are stated as follows:

Sales recognition

The Group’s 2024 consolidated operating income was NT$2,394,131 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, 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 Matters

The Company has also prepared the parent company only financial statements for the years ended December 31, 2024 and 2023, 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, 2024 and 2023, the balance of investment in the aforementioned investees using the equity method was NT$177,048 thousand and NT$186,898 thousand, accounting for

  • 10 -

3.57% and 3.49% of the consolidated total assets, respectively, and the share of profit or loss on associates recognized using the equity method for the year ended December 31, 2024 and 2023 was NT$(6,733) thousand and NT$(2,071) thousand, accounting for (8.08)% and 1.29% of the consolidated net (income) loss before tax.

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

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.

  2. 11 -

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.

  1. 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.

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

  3. 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.

  4. 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.

  5. 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 matters 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, 2024. We have clearly indicated such matters in the auditors' report unless legal regulations

  • 12 -

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 Tsai, Mei-Chen CPA Chen, Ming-Hui

The Financial Supervisory Commission Securities and Futures Commission Approval R.O.C. Approved No. Document No. Jing-Guang-Zheng-Shen-Zi No. Tai-Cai-Zeng-VI No. 0930128050 1010028123

February 19, 2025

  • 13 -

TYNTEK Corporation and Its Subsidiaries Consolidated balance sheet

For the Years Ended December 31, 2024 and 2023

Unit: NTD thousand

Code

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

1517
1550
1600
1755
1780
1840
1915
1920
1980
1990
15XX
1XXX
Asset
Current assets
Cash and cash equivalents (Notes 6 and 33)
Financial assets at FVTPL - Current
(Notes 7 and 33)
Financial assets at amortized cost - current (Note 9
33, and 35)
Notes receivable, net (Notes 10 and 33)
Net accounts receivable (Notes 10, 25, 33, and 35)
Accounts receivable - related parties, net (Notes 10,
25, 33
, and 34)
Other receivables (Notes 10, 32, and 33)
Current tax assets (Note 27)
Inventories (Note 11)
Prepayments (Notes 17 and 36)
Other financial assets (Notes 18, 33, and 35)
Other current assets (Note 18)
Total current assets
non-current assets
Financial assets at FVTOCI
-non-current (Note 8 and 33)
Investments accounted for using equity method
(Note 13)
Property, plant and equipment (Notes 14, 35, and 3
6)
Right-of-use assets (Note 15)
Other intangible assets (Note 16)
Deferred tax assets (Note 27)
Prepayments for equipment (Note 36)
Refundable deposits (Note 33)
Other financial assets - non-current (Notes 18, 33,
and 3
5)
Other non-current assets - others (Note 18)
Total non-current assets
Total assets
Dec. 31,2024
Amount
%
$ 1,096,429
22
12,302
-
196,330
4
363
-
735,224
15
48,522
1
15,748
-
-
-
634,527
13
15,824
1
-
-
878

-
2,756,147
56
70,213
2
235,060
5
1,751,993
35
64,007
1
13,272
-
45,037
1
18,557
-
311
-
-
-
4,923

-
2,203,373
44
$ 4,959,520
100
Dec. 31,2023
Amount
%
$ 1,189,849
22
221,471
4
48,439
1
15,145
-
672,249
13
39,125
1
11,609
-
1,370
-
783,230
15
26,156
-
2,511
-
1,314

-
3,012,468
56
61,327
1
186,898
4
1,896,813
36
95,719
2
12,431
-
51,772
1
17,446
-
3,406
-
4,506
-
7,793

-
2,338,111
44
$ 5,350,579
100
Code

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

2540
2550
2570
2580
2630
2645
2640
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
31XX
36XX

3XXX
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings (Notes 19, 33, and 35)
Financial liability at FVTPL - Current
(Notes 7 and 33)
Contract liabilities - Current (Note 25)
Notes payable (Notes 20 and 33)
Accounts payable (Notes 20 and 33)
Accounts payable - related parties (Notes 20, 33, and
34)
Other payables (Notes 21 and 33)
Current tax liabilities (Note 27)
Lease liabilities - current (Notes 15 and 33)
Current portion of long-term borrowings (Notes 19,
33, and 35)

Deferred revenue (Notes 21, 29, and 33)
Other current liabilities (Note 21)
Total current liabilities
Non-current liabilities
Long-term borrowings (Notes 19, 33, and 35)
Provisions - non-current (Note 22)
Deferred tax liabilities (Note 27)
Lease liabilities - non-current (Notes 15 and 33)
Long-term deferred income (Notes 19, 29, and 33)
Guarantee deposits received (Note 33)
Defined benefit liability - non-current (Note 23
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
Dec. 31,2024
Amount
%
$ 46,609
1
8,971
-
-
-
-
-
344,617
7
9,688
-
216,993
5
8,427
-
2,934
-
172,615
4
7,492
-
12,672

-
831,018
17
173,309
4
20,465
-
6,857
-
60,872
1
176
-
251
-
7,078

-
269,008

5
1,100,026
22
3,006,223
61
245,685

5
286,048
6
37,523
1
307,481

6
631,052
13

23,466)
(
1)
3,859,494
78
-

-
3,859,494
78
$ 4,959,520
100
Dec. 31,2023 Dec. 31,2023
Amount
$ 1,096,429

12,302
196,330
363
735,224

48,522
15,748
-
634,527

15,824
-
878

2,756,147

70,213
235,060
1,751,993

64,007
13,272
45,037
18,557
311
-
4,923

2,203,373

$ 4,959,520
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
$ 46,609
8,971
-
-
344,617
9,688
216,993
8,427
2,934
172,615
7,492
12,672

831,018

173,309
20,465
6,857
60,872
176
251
7,078

269,008

1,100,026

3,006,223

245,685

286,048
37,523
307,481

631,052


23,466)

3,859,494

-

3,859,494

$ 4,959,520
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
694
333
15,063

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
%




















(












(


2
-
-
-
8
-
4
-
-
4
-

-
18
7
-
-
2
-
-

-

9
27
56

5
5
1

6
12
(
1)
72

1
73
100

The accompanying notes are an integral part of the consolidated financial statements (With Deloitte & Touche review report dated February 19, 2025)

Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping

  • 14 -

TYNTEK Corporation and Its Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2024 and 2023

Unit: NTD thousands; earnings (loss) per share in NTD

Code
4000
Operating revenue (Notes 25 and
34)
5000
Operating cost (Notes 11, 26, and
34)
5900
Gross income from operations

Operating expenses (Notes 23, 26,
and 34)
6100
Selling and marketing
expenses
6200
Administrative expenses
6300
Research and development
expenses
6450
Expected credit impairment
loss
6000
Total operating expenses
6500
Other income and expenses, net
(Note 26)
6900
Net operating loss

Non-operating income and
expense
7100
Interest income (Notes 26
and 34)
7010
Other income (Note 26)
7020
Other gains or losses (Notes
26 and 37)
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 income (loss) before tax
7950
Income tax (income) expense
(Note 27)
8200
Net income (loss) for this year
2024 %
100

87

13

2
9
5
-

16

-

3)

1
-
5


-

-

6

3

1

2
2023
Amount
$ 2,394,131

2,075,712

318,419

38,162
211,128
124,996
-

374,286

8)

55,875)

14,350
11,139
128,471

10,382 )
4,335)

139,243

83,368
18,214

65,154
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)
%





(
(
(
(








(










(
(
(
(
(
(
(
(






(
(
(

(
(
(
(
100
90
10
2
8
6
-
16
-
6)
-
1

1 )

1 )
-
1)

7 )
1)
6)

(Continued on next page)

  • 15 -

(Continued from previous page)

(Continued from previous page)
2024
2023
Code
Amount
%
Amount
Other comprehensive income
(Note 24)
8310
Items that will not be
reclassified subsequently
to profit or loss:
8311
Remeasurement of
defined benefit plans
$ 4,090
-
( $ 221 )
8316
Unrealized gains
(losses) on
investments in equity
instruments at
FVTOCI
8,743
1
15,910
8349
Income tax relating to
items that will not be
reclassified
subsequently to profit
or loss (Note 27)
(
1,663 )
-
(
2,968 )
8360
Items that may be reclassified
subsequently to profit or
loss:
8361
Exchange Differences in
Translating the
Financial Statements
of Foreign Operations
8,361
-
(
4,893 )
8399
Income tax (expense)
income related to the
components of other
comprehensive
income (Note 27)
(
1,672)

-

948

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

17,859

1

8,776

8500
Total comprehensive income of
the current year
$ 83,013

3
($ 126,919)

8600
Net income (loss) attributable to:
8610
Owners of the company
$ 62,889
3
( $ 131,954 )
8620
Non-controlling interests

2,265

-
(
3,741)

$ 65,154

3
($ 135,695)

8700
Total comprehensive income
attributable to:
8710
Owners of the company
$ 80,748
3
( $ 123,027 )
8720
Non-controlling interests

2,265

-
(
3,892)

$ 83,013

3
($ 126,919)

Earnings (loss) per share (Note 28)
9710
Basic
$ 0.21
($ 0.44)
9810
Diluted
$ 0.21
($ 0.44)
The accompanying notes are an integral part of the consolidated financial statements
2023
%





(
(

(
(

(

-
-

-

-
-
-
6)

6 )
-
6)

6 )
-
6)

(With Deloitte & Touche review report dated February 19, 2025)

Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping

  • 16 -

TYNTEK Corporation and Its Subsidiaries Consolidated Statements of Changes Equity For the Years Ended December 31, 2024 and 2023

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

Code
A1
Balance at January 1, 2023
Earning appropriation and distribution
for 2022
B17
Reversed special reserve
D1
2023 net income
D3
2023 other comprehensive income after
tax
D5
2023 total comprehensive income

C7
Changes in associates and joint
ventures accounted for using the
equity method
M7
Changes in ownership interests in
subsidiaries (Note 30)
O1
Non-controlling interests

Z1
Balance at December 31, 2023
Earning appropriation and distribution
for 2023
B17
Reversed special reserve
B5
Cash dividends to shareholders
D1
2024 net income
D3
2024 other comprehensive income after
tax
D5
2024 total comprehensive income

C7
Changes in associates and joint
ventures accounted for using the
equity method
M3
Disposal of investments accounted for
using equity method (Note 31)
M7
Changes in ownership interest of
subsidiary
Z1
Balance at December 31, 2024
Equityattributable to owners of the company Equityattributable to owners of the company Total
$ 3,960,085

-

131,954 )
8,927


123,027)

145
1,243

-

3,838,446
-

60,124 )
62,889
17,859

80,748


122 )
-

546

$ 3,859,494
Non-controlling
interests
$ 35,496

-
(
3,741 )
(
151)

(
3,892)

-
(
1,243 )

12,000

42,361

-

-

2,265

-


2,265


-

(
44,626 )

-

$ -
Total equity
Share capital
Shares
(Thousands)
Amount
300,621
$ 3,006,223

-
-
-
-
-

-

-

-

-
-
-
-
-

-

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

-

-

-

-
-

-
-
-

-

300,621
$ 3,006,223
Other equities
Exchange
Differences in
Translating the
Financial
Statements of
Foreign
Operations
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Comprehensive
Income
Retained earnings
Capital surplus
Statutory
reserves
Special reserves
undistributed
earnings
$ 243,873
$ 286,048
$ 37,523
$ 432,801
( $ 19,603 ) ( $ 26,780 )
-
-
8,858
(
8,858 )
-
-
-
-
-
(
131,954 )
-
-


-

-

-
(
221)
(
3,794)

12,942


-

-

-
(
132,175)
(
3,794)

12,942

145
-
-
-
-
-
1,243
-
-
-
-
-

-

-

-

-

-

-

245,261
286,048
46,381
291,768
(
23,397 ) (
13,838 )
-
-
(
8,858 )
8,858
-
-
-
-
-
(
60,124 )
-
-

-
-
-
62,889
-
-

-

-

-

4,090

6,689

7,080


-

-

-

66,979

6,689

7,080

(
122 )
-
-
-
-
-

-
-
-
-
-
-

546

-

-

-

-

-

$ 245,685
$ 286,048
$ 37,523
$ 307,481
($ 16,708)
($ 6,758)

The accompanying notes are an integral part of the consolidated financial statements
(With Deloitte & Touche review report dated February 19, 2025)
Retained earnings
Shares
(Thousands)
300,621

-
-
-

-

-
-
-

300,621

-
-
-
-

-

-
-
-

300,621















(

(


(


(


(
(
(
(





(


(

(



(


(
(

$ 3,995,581
-

135,695 )
8,776

126,919)
145

-
12,000
3,880,807
-

60,124 )
65,154
17,859
83,013

122 )

44,626 )
546
$ 3,859,494

Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping

  • 17 -

TYNTEK Corporation and Its Subsidiaries

Consolidated Statements of Cash Flow

For the Years Ended December 31, 2024 and 2023

Unit: NTD thousand

Code
CASH
FLOWS
FROM
OPERATING
ACTIVITIES
A10000
Net income (loss) before tax of the current
year
A20010
Adjustments for:
A20100
Depreciation expenses
A20200
Amortization expenses
A20300
Expected credit impairment loss
A20400
Net loss (gain) 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
Losses
(gains)
on
disposal
of
property, plant and equipment
A23800
Losses on inventory valuation and
obsolescence losses
A24100
Unrealized net (gains) losses on
foreign currency exchange
A29900
Loss from disposal of subsidiary
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
2024
$ 83,368

287,225
3,513
-
(
83,958 )
10,382
(
14,350 )

(
1,840 )

4,335
8

4,687
(
34,283 )
97

5,905
(
117,916 )

3,409

(
16,850 )
(
5,967 )

(
164 )
(
460 )
8,889

1,232
41,050

571
1,829
(
3,895)

176,817
(
10,366 )

(
3,207)


163,244
2023
( $ 161,003 )
307,562
2,411
1,155
39,160
14,899
(
10,815 )
(
9,169 )
2,071
(
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)
204,034
(
15,018 )
(
32,455)

156,561

(Continued on next page)

    • 18 - -
(Continued from previous page) (Continued from previous page)
Code 2024 2023
Cash flows from investing activities
B00040 Acquisition of financial assets at amortized
cost ( $ 196,330 )
( $ 47,439 )
B00050 Disposal of financial assets at amortized
cost 45,939 6,665
B00100 Purchase of financial assets at fair value
through profit or loss ( 714,403 )
( 345,685 )
B00200 Disposal of financial assets at FVTPL 1,029,247 303,152
B02300 Net cash outflow from disposal of
subsidiary ( 22,808 ) -
B02700 Acquisition
of
property,
plant
and
equipment ( 189,871 )
( 348,183 )
B02800 Proceeds from disposal of property, plant
and equipment - 601
B03700 Decrease in refundable deposits 12 4
B04500 Acquisition of intangible assets ( 4,350 )
( 8,081 )
B06500 Increase in other financial assets -
( 6,014 )
B07100 Decrease (increase) in pre-payments for
equipment) ( 1,253 ) 43,068
B07500 Interest received 14,796 10,442
B07600 Dividends received 4,693 13,173
B09900 Proceeds from disposal of right-of-use
assets -
57,505
BBBB Net cash outflows from investing
activities ( 34,328)
( 320,792)
Cash flows from financing activities
C00100 Increase in short-term borrowings 126,788 340,384
C00200 Decrease in short-term borrowings ( 103,997 )
( 337,766 )
C01600 Proceeds from long-term borrowings - 169,813
C01700 Repayments of long-term borrowings ( 179,636 )
( 159,640 )
C03000 Decrease in guarantee deposits received
( 82 )
( 60 )
C04020 Repayment of the principal portion of
leases ( 4,419 )
( 14,816 )
C04500 Cash dividends distributed ( 60,124 ) -
C05000 Changes in non-controlling interests -
12,000
CCCC Net cash inflow (outflow) from
financing activities ( 221,470)
9,915
DDDD Effects of exchange rate changes on the balance
of cash held in foreign currencies ( 866)
2,021
EEEE
Decrease in cash and cash equivalents ( 93,420 )
( 152,295 )
E00100 Balance of cash and cash equivalents at the
beginning of the year 1,189,849
1,342,144
E00200 Balance of cash and cash equivalents at the end
of the year $ 1,096,429
$ 1,189,849
The accompanying notes are an integral part of the consolidated financial statements
(With Deloitte & Touche review report dated February 19, 2025)
Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping
    • 19 - -

Independent Auditors’ Review Report

To TYNTEK Corporation,

Audit opinion

We have audited the accompanying parent company only balance sheets of TYNTEK Corporation (the "Company") as of December 31, 2024 and 2023 and for the years then ended, and the related parent company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the related notes, including a summary of significant accounting policies (collectively, the "consolidated financial statements").

In our opinion, based on our audits and the reports of other independent auditors (please refer to the "Other Matters" section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its parent company only cash flows for the years then ended, and are 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 parent company only financial statements of the Company for the year ended December 31, 2024 based on our

  • 20 -

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 parent company only financial statements of the Company for the year ended December 31, 2024 are stated as follows:

Sales recognition

The Company’s 2024 consolidated operating income was NT$2,352,628 thousand. Please refer to Notes 4 and 23 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, 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 Matters

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, 2024 and 2023, the balance of investment in the aforementioned investees using the equity method was NT$155,875 thousand and NT$163,195 thousand, accounting for 3.14% and 3.22% of the total assets, respectively, and the share of profit or loss on associates recognized using the equity method for the year ended December 31, 2024 and 2023 was NT$(6,797) thousand and NT$(4,954) thousand, accounting for (9.92)% and 3.36% of the net income (loss) before tax.

Responsibilities of the management and the governing body for the parent company 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

  • 21 -

preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.

In preparing the parent company only 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.

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 company's 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

  5. 22 -

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.

  1. Evaluate the overall presentation, structure, and content of the parent company only financial statements (including relevant notes), and whether the parent company 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 parent company's only 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 matters 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, 2024. 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 Tsai, Mei-Chen

CPA Chen, Ming-Hui

The Financial Supervisory Commission Securities and Futures Commission Approval R.O.C. Approved No. Document No. Jing-Guang-Zheng-Shen-Zi No. Tai-Cai-Zeng-VI No. 0930128050 1010028123

Securities and Futures Commission Approval Document No.

February 19, 2025

  • 23 -

TYNTEK Corporation

parent-only Balance Sheet

For the Years Ended December 31, 2024 and 2023

Code

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

1517
1550
1600
1755
1780
1840
1915
1990
15XX
1XXX
Asset
Current assets
Cash and cash equivalents (Notes 6 and
31)
Financial assets at FVTPL
- current (Notes 7 and 31)
Financial assets at amortized cost -
current
(Notes 9, 31, and 33)
Notes receivable, net (Note 10, 31)
Net accounts receivable (Notes 10, 23,
and 3
1)
Accounts receivable - related parties, net
(Notes 10, 2
3, 31, and 32)
Other receivables (Notes 10 and 31)
Other receivables - related parties (Notes
10, 31
, and 32)
Current tax assets (Note 25)
Inventories (Note 11)
Other current assets (Note 16)
Total current assets
non-current assets
Financial assets at FVTOCI
Financial assets - non-current (Notes 8
and 3
1)
Investments accounted for using equity
method (Note 12)
Property, plant and equipment (Notes 13
and 3
3 and 34)
Right-of-use assets (Note 14)
Intangible assets (Note 15)
Deferred tax assets (Note 25)
Prepayments for equipment (Note 34)
Other non-current assets (Note 16 and 31)
Total non-current assets
Total assets
Dec. 31, 2024 Dec. 31, 2024 %
19
-
-
-
15
1
-
-
-
13
-
48
1
15
33
1
-
1
1
-
52
100
Dec. 31, 2023 Dec. 31, 2023 %
Code
LIABILITIES AND EQUITY
Current liabilities
22
2100
Short-term borrowings (Notes 17, 31, and
33)
2120
Financial liability at FVTPL
1
- current (Notes 7 and 31)
2150
Notes payable (Notes 18 and 31)
-
2170
Accounts payable (Notes 18 and 31)
-
2180
Accounts payable to related parties
(Notes 18, 31,
, and 32)
12
2200
Other payables (Notes 19, 31, and 3
32)
1
2280
Lease liabilities - current (Notes 14 and
31)
-
2320
Current portion of long-term borrowings
(Notes 17,
31, and 33)
-
2313
Unearned revenue (Notes 19, 27, and 31)
-
2399
Other current liabilities (Note 19)
12
21XX
Total current liabilities
-
48
Non-current liabilities
2540
Long-term borrowings (Notes 17, 31, and
33)
2550
Provisions - non-current (Note 20)
2570
Deferred tax liabilities (Note 25)
2580
Lease liabilities - non-current (Notes 14
and 3
1
1)
14
2630
Long-term deferred revenue (Notes 27
and 31)
2640
Defined benefit liability - non-current
(Note 2
34
1)
2
2670
Other non-current liabilities (Note 19 and
31)
-
25XX
Total non-current liabilities
1
-
2XXX
Total liabilities
-
52
Equity (Note 22)
3110
Ordinary shares
3200
Capital surplus
Retained earnings
3310
Statutory reserves
3320
Special reserves
3350
undistributed earnings
3300
Total retained earnings
3400
Other equities
3XXX
Total equity
100
Total liabilities and equity
are an integral part of the parent-only financial statements.
Dec. 31,2023
Amount
%
$ 46,609
1
8,971
-
-
-
343,710
7
9,688
-
230,023
5
2,934
-
172,615
4
7,492
-
9,528

-
831,570

17
173,309
4
20,465
-
6,857
-
60,872
1
176
-
7,078
-
4,038

-
272,795

5
1,104,365

22
3,006,223

61
245,685

5
286,048
6
37,523
1
307,481

6
631,052

13

23,466)
(
1)
3,859,494

78
$ 4,963,859
100
Dec. 31,2023
Amount
%
$ 46,609
1
8,971
-
-
-
343,710
7
9,688
-
230,023
5
2,934
-
172,615
4
7,492
-
9,528

-
831,570

17
173,309
4
20,465
-
6,857
-
60,872
1
176
-
7,078
-
4,038

-
272,795

5
1,104,365

22
3,006,223

61
245,685

5
286,048
6
37,523
1
307,481

6
631,052

13

23,466)
(
1)
3,859,494

78
$ 4,963,859
100
Unit: NTD thousand
Dec. 31,2023
Unit: NTD thousand
Dec. 31,2023
Unit: NTD thousand
Dec. 31,2023
Amount
$ 911,403
15
6,330
363
735,157
48,553
15,663
-
2,190
625,875
12,567

2,358,116

59,011
760,795
1,643,268
60,642
13,216
45,037
18,557
5,217

2,605,743

$ 4,963,859
Amount
$ 46,609
8,971
-
343,710
9,688
230,023
2,934
172,615
7,492
9,528

831,570

173,309
20,465
6,857
60,872
176
7,078
4,038

272,795

1,104,365

3,006,223

245,685

286,048
37,523
307,481

631,052


23,466)

3,859,494

$ 4,963,859
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
%



















(










(











(










(

1
-
-
7
-
4
-
3
-
-
15
7
-
-
2
-
-
-
9
24
59
5
6
1
6
13

1)
76
100

Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping

  • 24 -

TYNTEK Corporation

parent-only Statement of Comprehensive Income For the Years Ended December 31, 2024 and 2023

Code
4000
Operating revenue (Notes 23 and
32)
5000
Operating cost (Notes 11, 24,
and 32)
5900
Gross income from operations

Operating expenses (Notes 24
and 32)
6100
Selling and marketing
expenses
6200
Administrative expenses
6300
Research and development
expenses
6000
Total operating
expenses
6550
Other income and expenses, net
(Note 24)
6900
Net operating loss

Non-operating income and
expense
7100
Interest revenue (Note 24
and 32)
7010
Other income (Notes 24 and
32)
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
7900
Net income (loss) before tax
7950
Income tax income (expense)
(Note 25)
8200
Net income (loss) for this year

(Continued on next page)
Unit: NTD thousands; earnings (loss) per share in NTD
2024
2023
Amount
%
Amount
%
$ 2,352,628
100 $ 2,003,883
100
2,078,178

88

1,803,730

90
274,450

12

200,153

10
35,921
2
32,848
2
186,680
8
147,078
7
123,024

5

121,711

6
345,625

15

301,637

15
-

-

520

-
71,175)
(
3)
(
100,964)
(
5)
12,104
-
10,219
1
9,386
-
9,583
-
37,429
2
1,730
-

10,177 )
- (
11,848 ) (
1 )
90,957

4
(
56,020)
(
3)
139,699

6
(
46,336)
(
3)
68,524
3 (
147,300 ) (
8 )
5,635

1
(
15,346)
(
1)
62,889

2
(
131,954)
(
7)
Unit: NTD thousands; earnings (loss) per share in NTD
2024
2023
Amount
%
Amount
%
$ 2,352,628
100 $ 2,003,883
100
2,078,178

88

1,803,730

90
274,450

12

200,153

10
35,921
2
32,848
2
186,680
8
147,078
7
123,024

5

121,711

6
345,625

15

301,637

15
-

-

520

-
71,175)
(
3)
(
100,964)
(
5)
12,104
-
10,219
1
9,386
-
9,583
-
37,429
2
1,730
-

10,177 )
- (
11,848 ) (
1 )
90,957

4
(
56,020)
(
3)
139,699

6
(
46,336)
(
3)
68,524
3 (
147,300 ) (
8 )
5,635

1
(
15,346)
(
1)
62,889

2
(
131,954)
(
7)
Unit: NTD thousands; earnings (loss) per share in NTD
2024
2023
Amount
%
Amount
%
$ 2,352,628
100 $ 2,003,883
100
2,078,178

88

1,803,730

90
274,450

12

200,153

10
35,921
2
32,848
2
186,680
8
147,078
7
123,024

5

121,711

6
345,625

15

301,637

15
-

-

520

-
71,175)
(
3)
(
100,964)
(
5)
12,104
-
10,219
1
9,386
-
9,583
-
37,429
2
1,730
-

10,177 )
- (
11,848 ) (
1 )
90,957

4
(
56,020)
(
3)
139,699

6
(
46,336)
(
3)
68,524
3 (
147,300 ) (
8 )
5,635

1
(
15,346)
(
1)
62,889

2
(
131,954)
(
7)
Unit: NTD thousands; earnings (loss) per share in NTD
2024
2023
Amount
%
Amount
%
$ 2,352,628
100 $ 2,003,883
100
2,078,178

88

1,803,730

90
274,450

12

200,153

10
35,921
2
32,848
2
186,680
8
147,078
7
123,024

5

121,711

6
345,625

15

301,637

15
-

-

520

-
71,175)
(
3)
(
100,964)
(
5)
12,104
-
10,219
1
9,386
-
9,583
-
37,429
2
1,730
-

10,177 )
- (
11,848 ) (
1 )
90,957

4
(
56,020)
(
3)
139,699

6
(
46,336)
(
3)
68,524
3 (
147,300 ) (
8 )
5,635

1
(
15,346)
(
1)
62,889

2
(
131,954)
(
7)
Unit: NTD thousands; earnings (loss) per share in NTD
2024
2023
Amount
%
Amount
%
$ 2,352,628
100 $ 2,003,883
100
2,078,178

88

1,803,730

90
274,450

12

200,153

10
35,921
2
32,848
2
186,680
8
147,078
7
123,024

5

121,711

6
345,625

15

301,637

15
-

-

520

-
71,175)
(
3)
(
100,964)
(
5)
12,104
-
10,219
1
9,386
-
9,583
-
37,429
2
1,730
-

10,177 )
- (
11,848 ) (
1 )
90,957

4
(
56,020)
(
3)
139,699

6
(
46,336)
(
3)
68,524
3 (
147,300 ) (
8 )
5,635

1
(
15,346)
(
1)
62,889

2
(
131,954)
(
7)
Unit: NTD thousands; earnings (loss) per share in NTD
2024
2023
Amount
%
Amount
%
$ 2,352,628
100 $ 2,003,883
100
2,078,178

88

1,803,730

90
274,450

12

200,153

10
35,921
2
32,848
2
186,680
8
147,078
7
123,024

5

121,711

6
345,625

15

301,637

15
-

-

520

-
71,175)
(
3)
(
100,964)
(
5)
12,104
-
10,219
1
9,386
-
9,583
-
37,429
2
1,730
-

10,177 )
- (
11,848 ) (
1 )
90,957

4
(
56,020)
(
3)
139,699

6
(
46,336)
(
3)
68,524
3 (
147,300 ) (
8 )
5,635

1
(
15,346)
(
1)
62,889

2
(
131,954)
(
7)
Amount
$ 2,352,628

2,078,178

274,450

35,921
186,680
123,024

345,625

-

71,175)

12,104
9,386
37,429

10,177 )
90,957

139,699

68,524
5,635

62,889
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)


147,300 )
15,346)

131,954)
%






(
(









(












(



(
(
(
(
(
(
100

90

10
2
7

6

15

-
(
5)
1
-
-
(
1 )
(
3)
(
3)
(
8 )
(
1)
(
7)
  • 25 -

(Continued from previous page)

(Continued from previous page)
Code
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
8300
Other comprehensive
income of the
current year (net
amount after tax)
8500
Total comprehensive income of
the current year
2024 %
-
1
-

-
-
-

1

3
2023
Amount
$ 4,090
8,313
430

1,663 )
8,361
1,672)

17,859

$ 80,748
Amount
$ 221 )

14,841

1,069

2,968 )

4,742 )
948

8,927

$ 123,027)
%

(
(




(


(
(


(





(

-
1
-

-

-
-
1

6)
  • 26 -
Earnings (loss) per share (Note
26)
9710
Basic

9810
Diluted
$ 0.21
(
$ 0.21
(
$ 0.44)
$ 0.44)

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

Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping

  • 27 -

Unit: NTD thousand

TYNTEK Corporation

parent-only Statement of Changes in Equity

For the Years Ended December 31, 2024 and 2023

Code

A1
Balance at January 1, 2023
Earning appropriation and distribution for
2022
B17
Appropriated as special reserve
D1
Net loss of 2023
D3
2023 other comprehensive income after tax

D5
2023 total comprehensive income

C7
Changes in associates and joint ventures
accounted for using the equity method
M7
Changes in ownership interest of subsidiary

Z1
Balance at December 31, 2023
Earning appropriation and distribution for
2023
B17
Appropriated as special reserve
B5
Cash dividends to shareholders
D1
2024 net income
D3
2024 other comprehensive income after tax
D5
2024 total comprehensive income

C7
Changes in associates and joint ventures
accounted for using the equity method
M7
Changes in ownership interest of subsidiary

Z1
Balance at December 31, 2024
Share capital
Shares(Thousands)
Amount
300,621
$ 3,006,223

-
-
-
-

-

-


-

-

-
-

-

-

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

-

-


-

-

-
-


-

-


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

-
-
-
-

-

-


-

-

-
-

-

-

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

-

-


-

-

-
-


-

-


300,621
$ 3,006,223
Capital surplus
$ 243,873

-
-

-


-

145

1,243

245,261
-
-
-

-


-

(
122 )

546

$ 245,685
Retained earnings undistributed
earnings
$ 432,801


8,858 )

131,954 )
221)

132,175)

-
-

291,768

8,858

60,124 )
62,889
4,090

66,979

-
-

$ 307,481
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
( $ 19,603 )
( $ 26,780 )

-
-
-
-

(
3,794)

12,942

(
3,794)

12,942

-
-

-

-

(
23,397 )
(
13,838 )
-
-
-
-

-
-

6,689

7,080


6,689

7,080

-
-


-

-

($ 16,708)
($ 6,758)
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
( $ 19,603 )
( $ 26,780 )

-
-
-
-

(
3,794)

12,942

(
3,794)

12,942

-
-

-

-

(
23,397 )
(
13,838 )
-
-
-
-

-
-

6,689

7,080


6,689

7,080

-
-


-

-

($ 16,708)
($ 6,758)
Total equity
Exchange
Differences in
Translating the
Financial
Statements of
ForeignOperations
( $ 19,603 )

-
-
(
3,794)

(
3,794)

-

-

(
23,397 )

-
-
-

6,689


6,689

-

-

($ 16,708)
Shares(Thousands)
300,621

-
-

-


-

-

-

300,621
-
-
-

-


-

-

-


300,621
Statutoryreserves
$ 286,048

-
-

-


-

-

-

286,048
-

-
-

-


-

-

-

$ 286,048
Special reserves
$ 37,523

8,858

-


-


-

-

-

46,381
(
8,858 )
-

-

-


-

-

-

$ 37,523



















(












(




(
(
(
(

(



(
(
(

(



(
(



(



(

(

(

(


(

$ 3,960,085
-

131,954 )
8,927
123,027)
145
1,243
3,838,446
-

60,124 )
62,889
17,859
80,748

122 )
546
$ 3,859,494

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

Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping

  • 28 -

TYNTEK Corporation

parent-only Statement of Cash Flows

For the Years Ended December 31, 2024 and 2023

Code
CASH FLOWS FROM OPERATING
ACTIVITIES
A10000
Net income (loss) before tax of the
current year
A20010
Adjustments for:
A20100
Depreciation expenses
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
A23800
Loss on inventory valuation
falling and obsolescence (gain
on recovery)
A22500
Gains on disposal of property,
plant and equipment
A24100
Unrealized net (gains) losses on
foreign currency exchange
A29900
Loss from disposal of subsidiary
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
Unit: NTD thousand
2024
2023
$ 68,524
( $ 147,300 )
271,448
255,806
3,468
2,376
8,980
7,854
10,177
11,848
(
12,104 )
(
10,219 )
(
1,224 )
(
2,494 )
(
90,957 )
56,020
4,687
(
6,217 )
-
(
520 )
(
34,283 )
5,308

33
24
(
29 )
281
(
111,049 )
(
44,911 )

3,442
(
3,215 )
(
23,673 )
115,007
4,559
(
7,517 )
(
14 )
176
(
4 )
(
23 )

12,154
56,032
45,265
(
14,073 )
571
1,450
(
1,278 )
416
(
3,895)
(
4,069)
154,798
272,040
(
10,161 )
(
11,967 )
(
1,237)
(
22,174)

143,400

237,899

(Continued on next page)

  • 29 -
(Continued from previous page)
C o d e
Net cash flows of investing activities
B00040
Acquisition of financial assets at
amortized cost
B00050
Disposal
of
financial
assets
at
amortized cost
B00200
Disposal of financial assets at FVTPL
B02700
Acquisition of property, plant, and
equipment
B02800
Proceeds from disposal of property,
plant and equipment
B04500
Acquisition of intangible assets

B07100
Decrease (increase) in pre-payments
for equipment)
B07500
Interest received
B07600
Dividends received
B09900
Collection
of
dividends
from
subsidiaries
B09900
Other investing activities

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
C04020
Repayment of the principal portion of
leases
C04500
Cash dividends distributed

CCCC
Net cash outflows from financing
activities
DDDD Effects of exchange rate changes on the
balance of cash held in foreign currencies
EEEE
Decrease in cash and cash equivalents

E00100 Balance of cash and cash equivalents at the
beginning of the year
E00200 Balance of cash and cash equivalents at the
end of the year
2024
( $ 6,330 )

6,239

30,903
(
188,314 )

-
(
4,350 )

(
1,111 )
12,550
1,224
21,749
(
2,507)

(
129,947)

120,988
(
100,657 )


-
(
180,530 )

(
3,409 )

(
60,124)

(
223,732)

(
4,748)

(
215,027 )

1,126,430

$ 911,403
2023
( $ 6,239 )
6,665
-
(
330,910 )
520
(
8,002 )
43,042
9,846
2,494
364
(
1,107)
(
283,327)
141,087
(
164,869 )
111,560
(
148,334 )
(
2,915 )

-
(
63,471)

2,539
(
106,360 )
1,232,790
$ 1,126,430

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

Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping

  • 30 -

[Attachment 4]

TYNTEK Corporation Table of 2024 Earnings Distribution

Unit: NTD$

Unit: NTD$
Item Amount (NTD)
Undistributed earnings in the beginningof theperiod $ 240,502,236
Plus: actuarial gains and losses accounted in retained
earnings
4,089,528
**Undistributed earnings ** 244,591,764
2024 net income 62,889,586
Less: 10% legal reserve(Note 1) (6,697,911)
Distributable netprofit $ 300,783,439
Less: distributable items
Dividend to shareholders - cash (NT$0.1 per
share) Note2.3
(30,062,225)
Dividend to shareholders- shares 0
Undistributed earnings at the end of theperiod $ 270,721,214
  • Note 1: Sequence and percentage or profit distribution:

  • (1) 10% Appropriated as statutory reserves.

  • (2) Appropriate shareholders' equity deducting special reserve.

  • (3) Shareholders’ dividend and bonus distributed in cash shall not be lower than 10% of total shareholders dividend and bonus.

  • Note 2: The profit for year 2024 is prioritized for distribution. This is resolved by the Board of Directors and reported in the AGM.

  • Note 3: 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 4: The cash dividends are distributed pursuant to the percentage until 1 NDT, under NTD 1 is rounded-off. The total of fractions 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: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping

  • 31 -

[Attachment 5]

TYNTEK Corporation

Table of the Amendments to the Business Integrity Procedures and Behavioral Guidelines

Behavioral Guidelines
Amended Clause Current Clause Reason for
Amendment
5. Responsible unit
The Company has appointed the
"Business Integrity Governance
and Risk Management Team" of
the Sustainable Development
Committee as the responsible unit
(hereinafter referred to as the
"responsible unit of the
Company") with sufficient
resources and appropriate
personnel to handle the
amendment, implementation,
interpretation, consultation
services, and input and filing of
reports with regard to the
Guidelines, and monitor the
implementation of the Guidelines.
The main responsibilities are as
follows, and shall be reported to
the Board of Directors regularly (at
leastonceayear):
5. Responsible unit
The Company has appointed "
Business Integrity Management
Promotion Team” as the
responsible unit (hereinafter
referred to as the "responsible unit
of the Company"),governed by
the Board of Directors,with
sufficient resources and appropriate
personnel to handle the
amendment, implementation,
interpretation, consultation
services, and input and filing of
reports with regard to the
Guidelines, and monitor the
implementation of the Guidelines.
The main responsibilities are as
follows, and shall be reported to
the Board of Directors regularly (at
least once a year):
"Business
Integrity
Management
Promotion
Team" was
merged into
the "Business
Integrity
Governance
and Risk
Management
Team" of the
Board of
Directors'
Sustainable
Development
Committee,
and the name
was updated.
7.2 Where the party who provides
or promises such benefits has
personal interests involved with
one’s work, one shall return or
reject such benefits and report to
their immediate supervisor and
notify the Company's responsible
unit; where such benefits cannot be
returned, one shall hand them over
to the Company's responsible unit
within three days from the date of
receipt.
The term "personal interests
involved with one’s work" as
mentioned in the preceding
paragraph refers to any of the
following circumstances:
(1) Those who engage in business
transactions, are responsible for
giving instructions or supervision,
or provide subsidies or grants.
(2)Those whoare seeking or
7.2 Where the party who provides
or promises such benefits has
personal interests involved with
one’s work, one shall return or
reject such benefits and report to
their immediate supervisor and
notify the Company's responsible
unit; where such benefits cannot be
returned, one shall hand them over
to the Company's responsible unit
within three days from the date of
receipt.
The term "personal interests
involved with one’s work" as
mentioned in the preceding
paragraph refers to any of the
following circumstances:
(1) Those who engage in business
transactions, are responsible for
giving instructions or supervision,
or provide subsidies or grants.
(2)Those whoare seeking or
Name is
updated in line
with the
update.
.
  • 32 -
Amended Clause Current Clause Reason for
Amendment
proceeding to or have entered into
a contract, made transactions, or
formed other contractual
relationships.
(3) Those who will be positively or
adversely affected by any of the
Company's business decisions or
task execution or non-execution.
The Company’s responsible unit
shall suggest making a refund,
making a payment for receipt,
including them in the Company’s
public property, or donating them
to charity organizations, or making
other appropriate suggestions as
per the nature and value of the
benefits in paragraph 1; implement
the suggestion after reporting it to
the convener of theBusiness
Integrity Governance and Risk
Management Teamfor approval.
proceeding to or have entered into
a contract, made transactions, or
formed other contractual
relationships.
(3) Those who will be positively or
adversely affected by any of the
Company's business decisions or
task execution or non-execution.
The Company’s responsible unit
shall suggest making a refund,
making a payment for receipt,
including them in the Company’s
public property, or donating them
to charity organizations, or making
other appropriate suggestions as
per the nature and value of the
benefits in paragraph 1; implement
the suggestion after reporting it to
the convener of theBusiness
Integrity Management Promotion
Teamfor approval.

17.3 The enterprise shall fill in the
Integrity and Confidentiality
Commitment. If it refuses to sign
or revises the commitment, each
unit shall first submit a description
to the leader of the Business
Integrity Governance and Risk
Management Team and then it to
the convener for review and
approval.
17.3 The enterprise shall fill in the
Integrity and Confidentiality
Commitment. If it refuses to sign
or revises the commitment, each
unit shall first submit a description
to the leader of the Business
Integrity Management Promotion
Team and then it to the convener
for review and approval.
Name is
updated in line
with the
update.
24. Implementation date
These Procedures and Guidelines
were formulated on March 20,
2015.
The 1stamendment was made on
March 26, 2018 and took effect
when the directors of the 12th
Board of Directors took office.
The 2ndamendment was made on
August 8, 2019.
The 3rdamendment was made on
March 26, 2020.
The 4thamendment was made on
May 12, 2021.
The 5thamendment was made on
November 8, 2024.
24. Implementation date
These Procedures and Guidelines
were formulated on March 20,
2015.
The 1stamendment was made on
March 26, 2018 and took effect
when the directors of the 12th
Board of Directors took office.
The 2ndamendment was made on
August 8, 2019.
The 3rdamendment was made on
March 26, 2020.
The 4thamendment was made on
May 12, 2021.
The data of the
5thamendment
is added.
  • 33 -

[Attachment 6]

TYNTEK Corporation

Table of Amendments to the Articles of Incorporation

Amended Clause Current Clause Reason for
Amendment
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(of which no less than
20% shall be allocated to entry-level
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 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: 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 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.
Amendments
are made in
response to
the Financial
Supervisory
Commission's
letter dated
November 8,
2024, which
requires
amendments
in accordance
with Article
14, Paragraph
6 of the
Securities
and
Exchange
Act.
Article 20:
These Articles of Incorporation were
formulated on March 7, 1987.
The 1st to 33rd amendments are
omitted.
Article 20:
These Articles of Incorporation were
formulated on March 7, 1987.
The 1st to 33rd amendments are
omitted.
The date of
the thirty-
sixth
amendment is
added.
  • 34 -
Amended Clause Current Clause Reason for
Amendment
The thirty-fourth amendment was
made on June 8, 2022.
The thirty-fifth amendment was
made on May 29, 2023.
The thirty-sixth amendment was
made on May 27, 2025.
The thirty-fourth amendment was
made on June 8, 2022.
The thirty-fifth amendment was
made on May 29, 2023.
  • 35 -

[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. 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.

  • 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,

  • 36 -

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 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.

  • 37 -

  • 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 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.

  • 38 -

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 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.

  • 39 -

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 bookclosure 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. 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 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

  • 40 -

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.

  • 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 eighth amendment was made on May 30, 2024.

  • 41 -

[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

  • 42 -

that are subject to special approval. (Limited to business operation by branch offices outside the science park)

  • 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.

  • 43 -

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 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

  • 44 -

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 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

  • 45 -

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 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.

  • 46 -

  • (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 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

  • 47 -

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 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

  • 48 -

The seventh amendment was made on April 17, 1993. The eighth amendment was made on June 17, 1995. 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.

  • 49 -

[Appendix 3]

TYNTEK Corporation

Shareholdings of All Directors

Base date: March 29,2025 Base date: March 29,2025 Base date: March 29,2025
Title Name Date elected Tenure Record on the shareholder roster on the book-
closure date
Type Shares Shareholding
percentage(%)
Chairman Ennostar Inc.
Representative:
Su, Feng-Cheng
2024.05.30 3 years Ordinary
share
23,799,000
7.916%
Director Chou, Wen-Long 2024.05.30 3 years Ordinary
share
166,813
0.055%
Director Ennostar Inc.
Representative:
Li, Cun-Jhong
2024.05.30 3 years Ordinary
share
23,799,000
7.916%
Director Ennostar Inc.
Representative: Lee,
Jung-Huan
2024.05.30 3 years Ordinary
share
23,799,000
7.916%
Independe
nt Director
Yew, Tri-Rung 2024.05.30 3 years Ordinary
share
0
0%
Independe
nt Director
Lin, Tsung-Yen 2024.05.30 3 years Ordinary
share
0
0%
Independe
nt Director
Yeh, Sheng-Fa 2024.05.30 3 years Ordinary
share
0
0%
Number of shares of all Directors 23,965,813
7.972%

Total outstanding shares on May 30, 2024: 300,622,252 shares

Total outstanding shares on the book closure date (March 29, 2025): 300,622,252 shares

Note 1: The statutory minimum shareholding of all directors: 12,024,890; as of March 29, 2025 the shareholding is 23,965,813 shares.

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

  • 50 -

[Appendix 4]

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

Unit: NTD thousands;EPSinNTD
Year
Item
2025
(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
2025
(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
2025
(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
2025
(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

2025
(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 2025 financial forecast information.

  • 51 -